FIDELITY ADVISOR SERIES VIII
N-30D, 1998-12-22
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(2_FIDELITY_LOGOS)(REGISTERED TRADEMARK)
 
FIDELITY ADVISOR
INTERNATIONAL 
CAPITAL APPRECIATION
FUND - CLASS A, CLASS T, CLASS B 
AND CLASS C
 
ANNUAL REPORT
OCTOBER 31, 1998
 
CONTENTS
 
 
PRESIDENT'S MESSAGE     3    NED JOHNSON ON INVESTING STRATEGIES.        
 
PERFORMANCE             4    HOW THE FUND HAS DONE OVER TIME.            
 
FUND TALK               12   THE MANAGER'S REVIEW OF FUND                
                             PERFORMANCE, STRATEGY AND OUTLOOK.          
 
INVESTMENT CHANGES      15   A SUMMARY OF MAJOR SHIFTS IN THE FUND'S     
                             INVESTMENTS OVER THE PAST SIX MONTHS.       
 
INVESTMENTS             16   A COMPLETE LIST OF THE FUND'S INVESTMENTS   
                             WITH THEIR MARKET VALUES.                   
 
FINANCIAL STATEMENTS    24   STATEMENTS OF ASSETS AND LIABILITIES,       
                             OPERATIONS, AND CHANGES IN NET ASSETS,      
                             AS WELL AS FINANCIAL HIGHLIGHTS.            
 
NOTES                   33   NOTES TO THE FINANCIAL STATEMENTS.          
 
REPORT OF INDEPENDENT   41   THE AUDITORS' OPINION.                      
ACCOUNTANTS                                                              
 
                                                                         
 
 
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:
What a difference one month can make. The stock and bond markets did
an about-face in October, as renewed optimism in many emerging markets
and more encouraging corporate earnings forecasts in the U.S. replaced
the concerns that had shaped the financial markets in recent months.
Equity markets worldwide bounced back strongly, while the major U.S.
bond indexes were off slightly as the flight to safety eased. 
While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.
First, investors are encouraged to take a long-term view of their
portfolios. If you can afford to leave your money invested through the
inevitable up and down cycles of the financial markets, you will
greatly reduce your vulnerability to any single decline. We know from
experience, for example, that stock prices have gone up over longer
periods of time, have significantly outperformed other types of
investments and have stayed ahead of inflation. 
Second, you can further manage your investing risk through
diversification. A stock mutual fund, for instance, is already
diversified, because it invests in many different companies. You can
increase your diversification further by investing in a number of
different stock funds, or in such other investment categories as
bonds. If you have a short investment time horizon, you might want to
consider moving some of your investment into a money market fund,
which seeks income and a stable share price by investing in
high-quality, short-term investments. Of course, it's important to
remember that there is no assurance that a money market fund will
achieve its goal of maintaining a stable net asset value of $1.00 per
share, and that these types of funds are neither insured nor
guaranteed by any agency of the U.S. government.
Finally, no matter what your time horizon or portfolio diversity, it
makes good sense to follow a regular investment plan, investing a
certain amount of money in a fund at the same time each month or
quarter and periodically reviewing your overall portfolio. By doing
so, you won't get caught up in the excitement of a rapidly rising
market, nor will you buy all your shares at market highs. While this
strategy - known as dollar cost averaging - won't assure a profit or
protect you from a loss in a declining market, it should help you
lower the average cost of your purchases. Of course, you should
consider your financial ability to continue your purchases through
periods of low price levels before undertaking such a strategy.
Remember to contact your investment professional if you need help with
your investments.
Best regards,
Edward C. Johnson 3d
 
FIDELITY ADVISOR INTERNATIONAL CAPITAL APPRECIATION 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). If Fidelity had not reimbursed certain class expenses, the
total return would have been lower.
 
CUMULATIVE TOTAL RETURNS
PERIOD ENDED OCTOBER 31, 1998                     LIFE OF  
                                                  FUND     
 
FIDELITY ADV INTL CAP APP - CL A                  0.70%    
 
FIDELITY ADV INTL CAP APP - CL A                  -5.09%   
 (INCL. 5.75% SALES CHARGE)                                
 
MSCI WORLD EX US                                  3.21%    
 
CUMULATIVE TOTAL RETURNS show Class A's performance in percentage
terms over a set period - in this case, since the fund started on
November 3, 1997. 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 AC World Index Free ex USA
(MSCI World ex US) - an unmanaged, market capitalization weighted
index that is designed to represent the performance of developed stock
markets, excluding the United States, throughout the world. This
benchmark includes reinvested dividends and capital gains, if any.
 
AVERAGE ANNUAL TOTAL RETURNS
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. These numbers will be reported once the
fund is a year old.
 
$10,000 OVER LIFE OF FUND
             FA Intl Cap App -CL A       MS World ex USA (Gross)
             00288                       MS025
  1997/11/03       9425.00                    10000.00
  1997/11/30       9179.95                     9717.68
  1997/12/31       9368.45                     9829.52
  1998/01/31       9641.78                    10123.55
  1998/02/28      10282.68                    10799.04
  1998/03/31      10867.03                    11172.17
  1998/04/30      11121.50                    11252.19
  1998/05/31      11093.23                    11048.13
  1998/06/30      10914.15                    11006.60
  1998/07/31      11140.35                    11111.22
  1998/08/31       8963.18                     9544.28
  1998/09/30       8802.95                     9342.67
  1998/10/30       9490.98                    10321.30
IMATRL PRASUN   SHR__CHT 19981031 19981111 153914 R00000000000015
 
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Advisor International Capital Appreciation Fund -
Class A on November 3, 1997, when the fund started, and the current
5.75% sales charge was paid. As the chart shows, by October 31, 1998,
the value of the investment would have been $9,491 - a 5.09% decrease
on the initial investment. For comparison, look at how the Morgan
Stanley Capital International AC World Index Free ex USA did over the
same period. With dividends reinvested, the same $10,000 would have
grown to $10,321 - a 3.21% 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 INTERNATIONAL CAPITAL APPRECIATION FUND - CLASS T
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate historical performance. You can
look at the total percentage change in value, the average annual
percentage change or the growth of a hypothetical $10,000 investment.
Total return reflects the change in the value of an investment,
assuming reinvestment of the class' dividend income and capital gains
(the profits earned upon the sale of securities that have grown in
value). If Fidelity had not reimbursed certain class expenses, the
total return would have been lower. 
 
CUMULATIVE TOTAL RETURNS
PERIOD ENDED OCTOBER 31, 1998                     LIFE OF  
                                                  FUND     
 
FIDELITY ADV INTL CAP APP - CL T                  0.40%    
 
FIDELITY ADV INTL CAP APP - CL T                  -3.11%   
 (INCL. 3.50% SALES CHARGE)                                
 
MSCI WORLD EX US                                  3.21%    
 
CUMULATIVE TOTAL RETURNS show Class T's performance in percentage
terms over a set period - in this case, since the fund started on
November 3, 1997. 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 AC World Index Free ex
USA (MSCI World ex US) - an unmanaged, market capitalization weighted
index that is designed to represent the performance of developed stock
markets, excluding the United States, throughout the world. This
benchmark includes reinvested dividends and capital gains, if any.
 
AVERAGE ANNUAL TOTAL RETURNS
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. These numbers will be reported once the
fund is a year old.
 
$10,000 OVER LIFE OF FUND
             FA Intl Cap App -CL T       MS World ex USA (Gross)
             00292                       MS025
  1997/11/03       9650.00                    10000.00
  1997/11/30       9399.10                     9717.68
  1997/12/31       9592.10                     9829.52
  1998/01/31       9862.30                    10123.55
  1998/02/28      10518.50                    10799.04
  1998/03/31      11116.80                    11172.17
  1998/04/30      11367.70                    11252.19
  1998/05/31      11338.75                    11048.13
  1998/06/30      11145.75                    11006.60
  1998/07/31      11377.35                    11111.22
  1998/08/31       9148.20                     9544.28
  1998/09/30       8993.80                     9342.67
  1998/10/30       9688.60                    10321.30
IMATRL PRASUN   SHR__CHT 19981031 19981111 154345 R00000000000015
 
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Advisor International Capital Appreciation Fund -
Class T on November 3, 1997, when the fund started, and the current
3.50% sales charge was paid. As the chart shows, by October 31, 1998,
the value of the investment would have been $9,689 - a 3.11% decrease
on the initial investment. For comparison, look at how the Morgan
Stanley Capital International AC World Index Free ex USA did over the
same period. With dividends reinvested, the same $10,000 would have
grown to $10,321 - a 3.21% 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 INTERNATIONAL CAPITAL APPRECIATION 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). Class B's contingent deferred sales charge included in the
life of fund total return figure is 5%. If Fidelity had not reimbursed
certain class expenses, the total return would have been lower.
 
CUMULATIVE TOTAL RETURNS
PERIOD ENDED OCTOBER 31, 1998                             LIFE OF  
                                                          FUND     
 
FIDELITY ADV INTL CAP APP - CL B                          -0.10%   
 
FIDELITY ADV INTL CAP APP - CL B                          -5.09%   
 (INCL. CONTINGENT DEFERRED SALES CHARGE)                          
 
MSCI WORLD EX US                                          3.21%    
 
CUMULATIVE TOTAL RETURNS show Class B's performance in percentage
terms over a set period - in this case, since the fund started on
November 3, 1997. 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 AC World Index Free ex
USA (MSCI World ex US) - an unmanaged, market capitalization weighted
index that is designed to represent the performance of developed stock
markets, excluding the United States, throughout the world. This
benchmark includes reinvested dividends and capital gains, if any.
 
AVERAGE ANNUAL TOTAL RETURNS
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. These numbers will be reported once the
fund is a year old.
 
$10,000 OVER LIFE OF FUND
 
             FA Intl Cap App -CL B       MS World ex USA (Gross)
             00290                       MS025
  1997/11/03      10000.00                    10000.00
  1997/11/30       9730.00                     9717.68
  1997/12/31       9930.00                     9829.52
  1998/01/31      10200.00                    10123.55
  1998/02/28      10870.00                    10799.04
  1998/03/31      11490.00                    11172.17
  1998/04/30      11750.00                    11252.19
  1998/05/31      11710.00                    11048.13
  1998/06/30      11510.00                    11006.60
  1998/07/31      11740.00                    11111.22
  1998/08/31       9440.00                     9544.28
  1998/09/30       9270.00                     9342.67
  1998/10/30       9491.00                    10321.30
IMATRL PRASUN   SHR__CHT 19981031 19981111 154024 R00000000000015
 
 
 
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Advisor International Capital Appreciation Fund -
Class B on November 3, 1997, when the fund started. As the chart
shows, by October 31, 1998, the value of the investment, including the
effect of the applicable contingent deferred sales charge, would have
been $9,491 - a 5.09% decrease on the initial investment. For
comparison, look at how the Morgan Stanley Capital International AC
World Index Free ex USA did over the same period. With dividends
reinvested, the same $10,000 would have grown to $10,321 - a 3.21%
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 INTERNATIONAL CAPITAL APPRECIATION FUND - CLASS C
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate historical performance. You can
look at the total percentage change in value, the average annual
percentage change or the growth of a hypothetical $10,000 investment.
Total return reflects the change in the value of an investment,
assuming reinvestment of the class' dividend income and capital gains
(the profits earned upon the sale of securities that have grown in
value). Class C's contingent deferred sales charge included in the
life of fund total return figure is 1%. If Fidelity had not reimbursed
certain class expenses, the total return would have been lower.
 
CUMULATIVE TOTAL RETURNS
PERIOD ENDED OCTOBER 31, 1998                             LIFE OF  
                                                          FUND     
 
FIDELITY ADV INTL CAP APP - CL C                          -0.20%   
 
FIDELITY ADV INTL CAP APP - CL C                          -1.20%   
 (INCL. CONTINGENT DEFERRED SALES CHARGE)                          
 
MSCI WORLD EX US                                          3.21%    
 
CUMULATIVE TOTAL RETURNS show Class C's performance in percentage
terms over a set period - in this case, since the fund started on
November 3, 1997. For example, if you had invested $1,000 in a fund
that had a 5% return over the past year, the value of your investment
would be $1,050. You can compare Class C's returns to the performance
of the Morgan Stanley Capital International AC World Index Free ex USA
(MSCI World ex US) - an unmanaged, market capitalization weighted
index that is designed to represent the performance of developed stock
markets, excluding the United States, throughout the world. This
benchmark includes reinvested dividends and capital gains, if any.
 
AVERAGE ANNUAL TOTAL RETURNS
AVERAGE ANNUAL TOTAL RETURNS take Class C shares' cumulative return
and show you what would have happened if Class C shares had performed
at a constant rate each year. These numbers will be reported once the
fund is a year old.
 
$10,000 OVER LIFE OF FUND
             FA Intl Cap App -CL C       MS World ex USA (Gross)
             00281                       MS025
  1997/11/03      10000.00                    10000.00
  1997/11/30       9730.00                     9717.68
  1997/12/31       9930.00                     9829.52
  1998/01/31      10210.00                    10123.55
  1998/02/28      10880.00                    10799.04
  1998/03/31      11490.00                    11172.17
  1998/04/30      11750.00                    11252.19
  1998/05/31      11710.00                    11048.13
  1998/06/30      11510.00                    11006.60
  1998/07/31      11740.00                    11111.22
  1998/08/31       9440.00                     9544.28
  1998/09/30       9270.00                     9342.67
  1998/10/30       9880.00                    10321.30
IMATRL PRASUN   SHR__CHT 19981031 19981111 154124 R00000000000015
 
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Advisor International Capital Appreciation Fund -
Class C on November 3, 1997, when the fund started. As the chart
shows, by October 31, 1998, the value of the investment, including 
the effect of the applicable contingent deferred sales charge, would
have been $9,880 - a 1.20% decrease on the initial investment. For
comparison, look at how the Morgan Stanley Capital International AC
World Index Free ex USA did over the same period. With dividends
reinvested, the same $10,000 would have grown to $10,321 - a 3.21%
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
Like a white-knuckle flyer on a long 
overseas flight, international 
investors were tightening their seat 
belts to ride out the turbulent 
international equity markets over 
the past year. For the 12-month 
period ending October 31, 1998, 
the Morgan Stanley Capital 
International EAFE Index - which 
measures the performance of stock 
markets in Europe, Australasia and 
the Far East - returned 9.89%. 
European markets were the primary 
contributors to this solid return. 
They benefited from corporate 
restructurings designed to cut costs 
and improve share prices, and 
from solid economic growth 
prospects. France and Germany 
were particularly strong 
performers. On the opposite side of 
the world, emerging markets in 
Latin America suffered considerably. 
And in large part, they had Russia to 
blame. Russia's devaluation of its 
currency and debt defaults caused 
investors to sell off investments 
considered to carry more risk, such 
as emerging-market equities. 
Markets in Venezuela and Brazil, 
already teetering on the edge thanks 
to political instability, dropped 
precipitously. Currency devaluations 
also continued to plague Southeast 
Asian countries, specifically 
Indonesia, Thailand, Malaysia and 
South Korea. The Japanese 
economy continued to sink lower, as 
the ailing banking sector seemed 
oblivious to repeated promises - 
and a lack of action - by the 
Japanese government for 
assistance. 
An interview with Kevin McCarey, Portfolio Manager of Fidelity Advisor
International Capital Appreciation Fund 
Q. HOW DID THE FUND PERFORM, KEVIN?
A. From November 3, 1997 - the fund's inception date - through October
31, 1998, the fund's Class A, T, B and C shares returned 0.70%, 0.40%,
- -0.10% and -0.20%, respectively. The Morgan Stanley Capital
International AC World Index Free ex USA returned 3.21% during that
time period.
Q. WHAT FACTORS PLAYED KEY ROLES IN THE FUND'S PERFORMANCE?
A. The difficult environment we witnessed during the second half of
the period was the major factor. The economic problems that began a
year ago in Asia eventually spread to other emerging markets, most
notably Russia and Latin America. Some of the larger, multinational
European companies depend on these markets as a source of growth, and
this volatility was a significant detriment. In addition, European
stock valuations - on the heels of an extended market rally - were at
lofty levels. As we entered the summer months of 1998, an economic
slowdown in the United Kingdom was in full stride, European trading
markets were sluggish and any whiff of earnings disappointments was
met with an increased sense of skepticism. As a result, investors who
had been picking stocks based on earnings momentum and growth were
forced to rethink their approach. These trends converged and
translated into a difficult six-month stretch for European stocks.
Q. BASED ON THIS VOLATILITY, DID YOU MAKE ANY CHANGES TO YOUR
INVESTING STRATEGY?
A. I made a couple. First, as growth investments fell out of favor, I
began to look at industries that tend to have more stable earnings
profiles. Two that I turned to were utilities - which accounted for
over 18% of the fund's investments at the end of the period - and
pharmaceuticals, which represented just under 12% of investments. The
fund's positions in utility stocks Deutsche Telekom, Spain's
Telefonica and Telecom Italia - all top-10 positions - performed well.
Swiss company Novartis, meanwhile - the fund's largest single
investment at the end of the period - reflected my attraction to
pharmaceutical stocks. One other strategy was to look at companies
engaged in internal "self-help" initiatives. When things are bad on
the outside, companies with room to grow within can become appealing.
Some of the fund's positions in merged companies - such as British
Petroleum, which joined forces with Amoco, and Daimler-Benz which
teamed up with Chrysler - were examples of this.
Q. FINANCE STOCKS OCCUPIED A SIGNIFICANT PERCH IN THE PORTFOLIO, WITH
JUST OVER 21% OF THE FUND'S INVESTMENTS REPRESENTED THERE. HOW DID
THESE STOCKS PERFORM?
A. Not well at all. Financial stocks were another segment that had
performed well for some time and, in retrospect, perhaps valuations
were overextended. Banks in particular had a difficult time during the
second half of the period, especially those with investment banking
exposure and those with outstanding provisions - i.e., loans or
letters of credit - to emerging-market countries. Many banks had
bolstered their investment banking resources and, when revenues began
to slow due to global uncertainty, many had difficulty keeping pace
with their expenses. Two of the fund's Swiss banking stocks - Credit
Suisse and Union Bank of Switzerland - had investment banking and
emerging-market exposure and each performed poorly as a result. 
Q. WHICH INDIVIDUAL STOCKS PERFORMED WELL? WHICH PROVED DISAPPOINTING?
A. The fund got good results from its position in Dutch music and
entertainment company PolyGram, which got a boost after Seagram's made
an offer to buy the company. At the end of the period, the fund no
longer held PolyGram. Telecommunications companies such as
Germany-based Mannesmann and the U.K.'s Vodafone also performed well.
Disappointments included French hotel operator Accor, which slid due
to slower anticipated growth for the company, and Vimpel
Communications. Vimpel Communications didn't perform all that badly,
but because the company is based in Russia, its stock price declined
amid the turbulence in that market.
Q. WHAT'S YOUR OUTLOOK FOR THE COMING MONTHS? 
A. I've mentioned in the past how the trend towards corporate
restructuring has been positive, and I think the drivers behind this
will both continue and deepen in the months ahead. European companies
have instituted management pay programs based on bonuses and
incentives, and companies are increasingly focusing on improving the
value of their stock. These two factors could lead to more
consolidation activity. In terms of the fund itself, opportunities
could present themselves if companies that were reluctant to
restructure in past years decide that now is the time. I'll also be
watching developments in Japan. The Japanese economy continued to
struggle throughout the period, but we began to see signs of
constructive improvement as the period came to a close.
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.
 
KEVIN MCCAREY DISCUSSES 
THE UPCOMING INTRODUCTION 
OF THE EURO:
"ON JANUARY 1, 1999, THE EURO WILL 
BE INTRODUCED AS THE UNIFORM 
CURRENCY OF 11 EUROPEAN COUNTRIES. 
WHILE THE EURO WON'T HAVE MUCH OF 
AN IMPACT ON THE WAY IN WHICH I 
INVEST, IT SHOULD RESULT IN A NUMBER 
OF POSITIVE DEVELOPMENTS. FIRST, 
SHORT- AND LONG-TERM INTEREST RATES 
ACROSS THE CONTINENT SHOULD BE 
LOWER. AS THE EURO HAS APPROACHED, 
WE'VE SEEN LOWER RATES IN SPAIN - 
FROM AROUND 13% THREE YEARS AGO TO 
AROUND 5% AT THE END OF THE PERIOD 
- - AND IN ITALY. THE GENERAL 
EXPECTATION IS THAT INFLATION WILL BE 
KEPT AT BAY, AND THE POTENTIALLY 
LOWER INTEREST RATES SHOULD BE VERY 
GOOD FOR VARIOUS EUROPEAN 
ECONOMIES. 
"SECOND, A LOT OF COMPANIES MAY 
CHANGE HOW THEY OPERATE THEIR 
BUSINESSES. A COMPANY IN FRANCE, 
FOR INSTANCE, MAY BEGIN TO LOOK 
MORE GLOBALLY TO EXPAND ITS REACH. 
COMPANY MANAGEMENT MAY SWITCH 
FROM SAYING, `WE'RE A FRENCH 
COMPANY AND WE'VE GOT X% MARKET 
SHARE IN FRANCE' TO `WE'RE REALLY A 
EUROPEAN COMPANY. SHOULD WE 
SELL OUR PRODUCTS IN GERMANY OR 
ACQUIRE A COMPANY IN ITALY?' THIS 
SHOULD CREATE AN ACCELERATION IN 
CROSS-BORDER MERGER AND 
ACQUISITION ACTIVITY.
"AS A FINAL POINT, THE SHAREHOLDER 
BASES FOR COMPANIES WILL BECOME 
MORE REGIONALLY DIVERSE AND 
COMPANIES MAY BECOME MORE 
ACCOUNTABLE TO THEIR SHAREHOLDERS. 
THAT WOULD BE A VERY POSITIVE 
DEVELOPMENT." 
 
FUND FACTS
GOAL: SEEKS CAPITAL 
APPRECIATION BY INVESTING IN 
SECURITIES OF FOREIGN ISSUERS
START DATE: NOVEMBER 3, 1997
SIZE: AS OF OCTOBER 31, 1998, 
MORE THAN $23 MILLION
MANAGER: KEVIN MCCAREY, 
SINCE INCEPTION; JOINED FIDELITY 
IN 1985
(CHECKMARK)
 
 
INVESTMENT CHANGES 
 
 
 
 
 
<TABLE>
<CAPTION>
<S>                                          <C>           <C>                      
TOP FIVE STOCKS AS OF OCTOBER 31, 1998                                              
 
                                             % OF FUND'S   % OF FUND'S INVESTMENTS  
                                             INVESTMENTS   IN THESE STOCKS          
                                                           6 MONTHS AGO             
 
NOVARTIS AG (REG.) (SWITZERLAND, DRUGS &      2.6           0.6                     
PHARMACEUTICALS)                                                                    
 
GLAXO WELLCOME PLC (UNITED KINGDOM,           1.9           0.1                     
DRUGS & PHARMACEUTICALS)                                                            
 
NESTLE SA (REG.) (SWITZERLAND, FOODS)         1.8           0.8                     
 
NIPPON TELEGRAPH & TELEPHONE CORP.            1.6           0.0                     
(JAPAN, TELEPHONE SERVICES)                                                         
 
BRITISH PETROLEUM CO. PLC (UNITED KINGDOM,    1.6           0.3                     
OIL & GAS)                                                                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                             <C>           <C>                      
TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1998                                         
 
                                                % OF FUND'S   % OF FUND'S INVESTMENTS  
                                                INVESTMENTS   IN THESE MARKET SECTORS  
                                                              6 MONTHS AGO             
 
FINANCE                                          21.4          20.4                    
 
UTILITIES                                        18.7          10.5                    
 
HEALTH                                           12.9          7.0                     
 
TECHNOLOGY                                       5.4           5.8                     
 
NONDURABLES                                      5.4           5.6                     
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                        <C>           <C>                      
TOP FIVE COUNTRIES AS OF OCTOBER 31, 1998                                         
 
(EXCLUDING CASH EQUIVALENTS)               % OF FUND'S   % OF FUND'S INVESTMENTS  
                                           INVESTMENTS   IN THESE COUNTRIES       
                                                         6 MONTHS AGO             
 
UNITED KINGDOM                              20.7          15.1                    
 
JAPAN                                       14.0          12.4                    
 
FRANCE                                      11.9          10.9                    
 
GERMANY                                     9.5           5.6                     
 
SWITZERLAND                                 8.4           4.5                     
 
</TABLE>
 
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, 1998 AS OF APRIL 30, 1998 
ROW: 1, COL: 1, VALUE: 92.09999999999999
ROW: 1, COL: 2, VALUE: 7.9
STOCKS 89.1%
SHORT-TERM
INVESTMENTS 10.9%
STOCKS                  92.1%
SHORT-TERM
INVESTMENTS             7.9%
ROW: 1, COL: 1, VALUE: 89.09999999999999
ROW: 1, COL: 2, VALUE: 10.9
   
 
INVESTMENTS OCTOBER 31, 1998  
 
SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                       <C>       <C>          <C>             
COMMON STOCKS - 88.6%                                                                            
 
                                                          SHARES                 VALUE (NOTE 1)  
 
AUSTRALIA - 1.1%                                                                                 
 
Australia & New Zealand Banking Group Ltd.                 13,000                $ 74,183        
 
David Jones Ltd.                                           50,000                 50,796         
 
News Corp. Ltd. ADR                                        5,200                  142,025        
 
                                                                                  267,004        
 
BELGIUM - 0.6%                                                                                   
 
Electrabel SA                                              400                    147,325        
 
BRAZIL - 0.8%                                                                                    
 
Compania Energertica Minas Gerais                          600,000                11,669         
 
Telebras sponsored ADR                                     2,300                  174,656        
 
Telesp Celular SA Class B                                  1,000                  49             
 
Telesp Participacoes SA (a)                                100,000                2,557          
 
                                                                                  188,931        
 
CANADA - 3.8%                                                                                    
 
Bank of Montreal, Canada                                   3,500                  143,140        
 
Celestica, Inc. (sub-vtg.) (a)                             1,200                  21,933         
 
CGI Group, Inc. Class A (sub. vtg.) (a)                    6,000                  82,442         
 
Cinar Films, Inc. Class B (sub. vtg.) (a)                  1,200                  26,249         
 
Northern Telecom Ltd.                                      1,100                  47,197         
 
Power Corp. of Canada                                      8,000                  168,514        
 
Rogers Communications, Inc. Class B (non-vtg.) (a)         5,000                  39,212         
 
Shaw Communications, Inc. Class B                          2,600                  52,239         
 
Teleglobe, Inc.                                            3,000                  82,053         
 
Videotron Group Ltd. (sub. vtg.)                           20,000                 256,011        
 
                                                                                  918,990        
 
CZECH REPUBLIC - 0.1%                                                                            
 
SPT Telecom AS (a)                                         1,300                  19,683         
 
FINLAND - 1.4%                                                                                   
 
Merita Ltd. Series A                                       8,400                  45,076         
 
OY Nokia AB sponsored ADR                                  2,600                  241,963        
 
Sampo Insurance Co. Ltd.                                   1,300                  40,564         
 
                                                                                  327,603        
 
FRANCE - 11.9%                                                                                   
 
Accor SA                                                   415                    87,298         
 
Alcatel Alsthom Compagnie Generale d'Electricite SA        3,300                  363,000        
 
Axa SA                                                     1,800                  203,760        
 
Banque Nationale de Paris                                  2,800                  177,609        
 
Cap Gemini SA                                              780                    117,400        
 
COMMON STOCKS - CONTINUED                                                                        
 
                                                          SHARES                 VALUE (NOTE 1)  
 
FRANCE - CONTINUED                                                                               
 
Castorama Dubois Investissements SA                        700                   $ 125,043       
 
Compagnie de St. Gobain                                    400                    59,268         
 
Elf Aquitaine                                              1,700                  197,200        
 
France Telecom SA                                          400                    27,940         
 
Groupe Danone                                              500                    132,397        
 
L'Oreal SA                                                 150                    85,846         
 
Lagardere S.C.A. (Reg.)                                    2,000                  80,610         
 
Pinault Printemps SA                                       550                    92,200         
 
Renault SA                                                 800                    34,248         
 
Rhone-Poulenc SA Class A                                   1,800                  84,037         
 
Sanofi SA                                                  600                    94,093         
 
Societe Generale, France Class A                           1,600                  211,980        
 
Suez Lyonnaise des Eaux                                    740                    132,722        
 
Synthelabo                                                 400                    76,428         
 
Total SA Class B                                           1,600                  187,200        
 
Unibail                                                    300                    41,260         
 
Vivendi SA                                                 1,000                  228,743        
 
                                                                                  2,840,282      
 
GERMANY - 8.0%                                                                                   
 
Allianz AG (Reg.)                                          800                    274,970        
 
BASF AG                                                    3,000                  127,672        
 
Bayerische Hypo-Und Vereinsbank                            2,200                  174,311        
 
BHF Bank AG                                                1,700                  66,037         
 
Daimler-Benz AG (a)                                        3,800                  299,551        
 
Deutsche Lufthansa AG (Reg.)                               3,600                  78,573         
 
Deutsche Telekom AG                                        11,600                 314,336        
 
Dresdner Bank AG                                           1,000                  38,996         
 
Hoechst AG                                                 2,000                  84,317         
 
Mannesmann AG                                              2,400                  236,953        
 
RWE AG                                                     2,500                  136,125        
 
Viag AG                                                    130                    87,950         
 
                                                                                  1,919,791      
 
HONG KONG - 1.0%                                                                                 
 
China Telecom (Hong Kong) Ltd.                             1,000                  1,906          
 
Johnson Electric Holdings Ltd.                             20,000                 46,485         
 
Li & Fung Ltd.                                             40,000                 62,496         
 
Vtech Holdings Ltd.                                        35,000                 131,287        
 
                                                                                  242,174        
 
COMMON STOCKS - CONTINUED                                                                        
 
                                                          SHARES                 VALUE (NOTE 1)  
 
INDIA - 0.6%                                                                                     
 
Dr. Reddy's Laboratories Ltd. (a)                          8,000                 $ 83,917        
 
Pentafour Software & Exports Ltd.                          3,900                  58,949         
 
State Bank of India (a)                                    717                    2,633          
 
                                                                                  145,499        
 
IRELAND - 0.9%                                                                                   
 
Bank of Ireland, Inc.                                      6,000                  109,763        
 
CRH PLC                                                    1,800                  25,871         
 
Elan Corp. PLC ADR (a)                                     1,250                  87,578         
 
                                                                                  223,212        
 
ITALY - 3.1%                                                                                     
 
Assicurazioni Generali Spa                                 6,100                  217,940        
 
Banca Commerciale Italiana Spa                             21,000                 130,064        
 
Banca di Roma (a)                                          21,800                 38,087         
 
Eni Spa sponsored ADR                                      26,900                 160,701        
 
Istituto Bancario San Paolo                                13,300                 197,908        
 
                                                                                  744,700        
 
JAPAN - 14.0%                                                                                    
 
Aeon Credit Service Ltd.                                   1,300                  78,347         
 
Aiwa Co. Ltd.                                              5,000                  123,978        
 
Banyu Pharmaceutical Co. Ltd.                              12,000                 204,460        
 
Benesse Corp.                                              2,700                  124,365        
 
Fuji Bank Ltd.                                             1,000                  3,840          
 
Fuji Heavy Industries Ltd.                                 50,000                 249,677        
 
Fuji Photo Film Co. Ltd.                                   6,000                  220,577        
 
Honda Motor Co. Ltd.                                       8,000                  241,068        
 
Ito En Ltd.                                                2,900                  121,093        
 
Konami Co. Ltd.                                            2,400                  70,047         
 
Matsumotokiyoshi Co. Ltd.                                  2,300                  87,129         
 
Matsushita Electric Industrial Co. Ltd.                    6,000                  88,450         
 
Matsushita Electric Works Co. Ltd.                         1,000                  9,565          
 
Mitsubishi Trust & Banking Corp.                           16,000                 108,412        
 
Nippon Telegraph & Telephone Corp.                         50                     392,596        
 
Ntt Mobile Communication Network, Inc. (a)                 5                      181,231        
 
Ntt Mobile Communication Network, Inc. (a)(c)              3                      108,739        
 
Orix Corp. (a)                                             2,000                  143,780        
 
Paris Miki, Inc.                                           5,400                  90,984         
 
Shimano, Inc.                                              3,000                  66,638         
 
Sumitomo Realty & Development Co. Ltd. (a)                 2,000                  6,009          
 
COMMON STOCKS - CONTINUED                                                                        
 
                                                          SHARES                 VALUE (NOTE 1)  
 
JAPAN - CONTINUED                                                                                
 
Takeda Chemical Industries Ltd.                            8,000                 $ 261,042       
 
Takefuji Corp.                                             1,000                  53,465         
 
Terumo Corp.                                               7,000                  147,654        
 
Toto Ltd.                                                  6,000                  44,632         
 
Yamanouchi Pharmaceutical Co. Ltd.                         4,000                  115,024        
 
                                                                                  3,342,802      
 
KOREA (SOUTH) - 0.3%                                                                             
 
Medison Co. Ltd.                                           6,600                  73,028         
 
LUXEMBOURG - 0.3%                                                                                
 
Stolt Comex Seaway SA                                      6,050                  77,138         
 
MALAYSIA - 0.0%                                                                                  
 
Berjaya Sports Toto BHD                                    10,000                 6,442          
 
MEXICO - 0.6%                                                                                    
 
Telefonos de Mexico SA de CV sponsored ADR representing    2,800                  147,875        
Class L shares                                                                                   
 
NETHERLANDS - 4.3%                                                                               
 
Aegon NV                                                   830                    72,075         
 
Ahold NV                                                   3,500                  116,435        
 
Akzo Nobel NV                                              3,500                  136,123        
 
Fortis Amev NV                                             2,500                  162,452        
 
Heineken NV                                                1,000                  53,303         
 
ING Groep NV                                               4,846                  234,681        
 
Philips Electronics NV (Bearer)                            700                    38,413         
 
Samas Groep NV                                             3,000                  49,981         
 
Vedior NV                                                  3,800                  96,898         
 
VNU                                                        2,100                  72,674         
 
                                                                                  1,033,035      
 
PORTUGAL - 1.0%                                                                                  
 
Banco Pinto & Sotto Mayor SA                               2,560                  49,133         
 
Electricidade de Portugal SA                               3,500                  88,114         
 
Telecel Comunicacoes Pessoais SA                           500                    92,249         
 
                                                                                  229,496        
 
RUSSIA - 0.3%                                                                                    
 
Vimpel Communications sponsored ADR (a)                    5,000                  58,750         
 
SPAIN - 3.5%                                                                                     
 
Banco Bilbao Vizcaya SA (Reg.)                             6,600                  89,126         
 
Banco Central Hispanoamericano SA                          9,000                  99,467         
 
COMMON STOCKS - CONTINUED                                                                        
 
                                                          SHARES                 VALUE (NOTE 1)  
 
SPAIN - CONTINUED                                                                                
 
Banco Santander SA                                         3,672                 $ 67,333        
 
Corporacion Mapfre Compania Internacional de Reaseguros    900                    23,795         
SA (Reg.)                                                                                        
 
Endesa SA                                                  5,000                  126,155        
 
Iberdrola SA                                               5,000                  80,846         
 
Telefonica de Espana SA                                    8,000                  361,621        
 
                                                                                  848,343        
 
SWEDEN - 1.4%                                                                                    
 
Astra AB Class A                                           2,900                  47,619         
 
Ericsson (L.M.) Telefon AB Class B                         7,900                  178,549        
 
Svenska Handelsbanken                                      2,800                  118,132        
 
                                                                                  344,300        
 
SWITZERLAND - 8.4%                                                                               
 
Credit Suisse Group (Reg.)                                 950                    146,367        
 
Julius Baer Holding AG                                     35                     107,461        
 
Nestle SA (Reg.)                                           200                    426,146        
 
Novartis AG (Reg.)                                         340                    613,768        
 
Roche Holding AG participation certificates                25                     292,235        
 
Swisscom AG (a)                                            400                    135,834        
 
UBS AG (a)                                                 1,050                  288,592        
 
                                                                                  2,010,403      
 
UNITED KINGDOM - 20.7%                                                                           
 
Allied Zurich PLC (a)                                      14,400                 171,201        
 
Bank of Scotland                                           8,000                  86,940         
 
Barclays PLC                                               4,000                  86,203         
 
BG PLC                                                     14,900                 97,679         
 
BOC Group PLC                                              4,300                  63,147         
 
Boots Co. PLC                                              6,000                  90,122         
 
British Aerospace PLC                                      12,500                 90,842         
 
British American Tobacco PLC                               2,800                  25,295         
 
British Petroleum Co. PLC                                  26,000                 383,126        
 
British Telecommunications PLC                             20,800                 270,588        
 
Cable & Wireless Communications PLC (a)                    13,000                 97,958         
 
Cadbury-Schweppes PLC                                      8,000                  122,573        
 
CGU PLC                                                    9,600                  152,152        
 
Diageo PLC                                                 8,100                  87,484         
 
GKN PLC Class L                                            4,400                  53,490         
 
Glaxo Wellcome PLC                                         14,300                 444,967        
 
COMMON STOCKS - CONTINUED                                                                        
 
                                                          SHARES                 VALUE (NOTE 1)  
 
UNITED KINGDOM - CONTINUED                                                                       
 
Kingfisher PLC                                             14,268                $ 125,312       
 
Lloyds TSB Group PLC                                       29,700                 366,778        
 
Misys PLC                                                  5,300                  37,186         
 
National Westminster Bank PLC                              4,300                  72,652         
 
Pearson PLC                                                6,500                  113,414        
 
Prudential Corp. PLC                                       7,600                  98,883         
 
Reed International PLC                                     7,000                  59,252         
 
Rentokil Initial PLC                                       20,000                 125,253        
 
RMC Industries, Inc.                                       5,100                  72,590         
 
Saatchi & Saatchi PLC                                      48,600                 94,402         
 
Schroders PLC                                              4,500                  85,525         
 
Scottish Hydro-Electric PLC                                9,100                  93,485         
 
Seton Scholl Healthcare Group PLC                          3,832                  48,446         
 
Shell Transport & Trading Co. PLC (Reg.)                   32,000                 195,946        
 
Siebe PLC                                                  6,400                  26,256         
 
SmithKline Beecham PLC                                     21,900                 279,151        
 
Somerfield PLC                                             12,000                 77,462         
 
Unilever PLC                                               24,200                 243,137        
 
Vodafone Group PLC                                         17,200                 231,494        
 
Wickes PLC                                                 36,100                 103,066        
 
Wimpey George PLC                                          5,100                  9,650          
 
Zeneca Group PLC                                           2,000                  76,826         
 
                                                                                  4,959,933      
 
UNITED STATES OF AMERICA - 0.5%                                                                  
 
Global TeleSystems Group, Inc. (a)                         3,000                  120,188        
 
TOTAL COMMON STOCKS                                                               21,236,927                  
(Cost $20,505,840)                                                                               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                          <C>      <C>       <C>             
NONCONVERTIBLE PREFERRED STOCKS - 3.5%                                          
 
                                                                                
 
GERMANY - 1.5%                                                                  
 
Dyckerhoff AG                                 240                73,712         
 
Porsche AG (non-vtg.)                         22                 37,908         
 
SAP AG (Systeme Anwendungen Produkte)         500                246,811        
 
                                                                 358,431        
 
NONCONVERTIBLE PREFERRED STOCKS - CONTINUED                                     
 
                                             SHARES             VALUE (NOTE 1)  
 
ITALY - 2.0%                                                                    
 
Telecom Italia Mobile Spa                     43,800            $ 155,647       
 
Telecom Italia Spa Risp                       62,000             314,578        
 
                                                                 470,225        
 
TOTAL NONCONVERTIBLE PREFERRED STOCKS                            828,656                  
(Cost $837,978)                                                                 
 
</TABLE>
 
CASH EQUIVALENTS - 7.9%                                                      
 
                                                                             
 
Taxable Central Cash Fund (b)           1,897,816                 1,897,816  
(Cost $1,897,816)                                                            
 
TOTAL INVESTMENT IN SECURITIES - 100%                           $ 23,963,399   
(Cost $23,241,634)                                                           
 
LEGEND
(a) Non-income producing
(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 4.96%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
(c) 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 $108,739 or 0.5% of net assets.
 
MARKET SECTOR DIVERSIFICATION (UNAUDITED)
As a Percentage of Total Value of Investment in Securities
 
AEROSPACE & DEFENSE           0.4%    
 
BASIC INDUSTRIES              1.8     
 
CASH EQUIVALENTS              7.9     
 
CONSTRUCTION & REAL ESTATE    1.6     
 
DURABLES                      4.3     
 
ENERGY                        4.7     
 
FINANCE                       21.4    
 
HEALTH                        12.9    
 
HOLDING COMPANIES             0.3     
 
INDUSTRIAL MACHINERY &        3.6     
 EQUIPMENT                            
 
MEDIA & LEISURE               3.7     
 
NONDURABLES                   5.4     
 
RETAIL & WHOLESALE            4.3     
 
SERVICES                      3.3     
 
TECHNOLOGY                    5.4     
 
TRANSPORTATION                0.3     
 
UTILITIES                      18.7   
 
                              100.0%  
 
INCOME TAX INFORMATION
At October 31, 1998, the aggregate cost of investment securities for
income tax purposes was $23,468,051. Net unrealized appreciation
aggregated $495,348, of which $1,735,496 related to appreciated
investment securities and $1,240,148 related to depreciated investment
securities.
At October 31, 1998, the fund had a capital loss carryforward of
approximately $2,310,991 which will expire on October 31, 2006.
 
FINANCIAL STATEMENTS
 
 
 
<TABLE>
<CAPTION>
<S>                                                         <C>         <C>           
STATEMENT OF ASSETS AND LIABILITIES
                                                                        OCTOBER 31, 1998 
 
ASSETS                                                                                
 
INVESTMENT IN SECURITIES, AT VALUE (COST $23,241,634) -                 $ 23,963,399  
SEE ACCOMPANYING SCHEDULE                                                             
 
RECEIVABLE FOR INVESTMENTS SOLD                                          1,020,683    
 
RECEIVABLE FOR FUND SHARES SOLD                                          69,573       
 
DIVIDENDS RECEIVABLE                                                     40,704       
 
INTEREST RECEIVABLE                                                      7,162        
 
RECEIVABLE FROM INVESTMENT ADVISER FOR EXPENSE REDUCTIONS                25,006       
 
 TOTAL ASSETS                                                            25,126,527   
 
LIABILITIES                                                                           
 
PAYABLE TO CUSTODIAN BANK                                   $ 88,496                  
 
PAYABLE FOR INVESTMENTS PURCHASED                            1,012,899                
 
PAYABLE FOR FUND SHARES REDEEMED                             5,923                    
 
OTHER PAYABLES AND ACCRUED EXPENSES                          96,757                   
 
 TOTAL LIABILITIES                                                       1,204,075    
 
NET ASSETS                                                              $ 23,922,452  
 
NET ASSETS CONSIST OF:                                                                
 
PAID IN CAPITAL                                                         $ 25,929,151  
 
ACCUMULATED NET INVESTMENT (LOSS)                                        (16,514)     
 
ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON                    (2,713,345)  
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS                                         
 
NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS                723,160      
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES                                      
 
NET ASSETS                                                              $ 23,922,452  
 
</TABLE>
 
STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
 OCTOBER 31, 1998                                                      
 
CALCULATION OF MAXIMUM OFFERING PRICE                          $10.07  
CLASS A:                                                               
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE                         
 ($859,804 (DIVIDED BY) 85,400 SHARES)                                 
 
MAXIMUM OFFERING PRICE PER SHARE (100/94.25 OF $10.07)         $10.68  
 
CLASS T:                                                       $10.04  
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE                         
 ($12,116,751 (DIVIDED BY) 1,206,627 SHARES)                           
 
MAXIMUM OFFERING PRICE PER SHARE (100/96.50 OF $10.04)         $10.40  
 
CLASS B:                                                       $9.99   
NET ASSET VALUE AND OFFERING PRICE PER SHARE                           
 ($4,047,217 (DIVIDED BY) 405,239 SHARES) A                            
 
CLASS C:                                                       $9.98   
NET ASSET VALUE AND OFFERING PRICE PER SHARE                           
($2,216,832 (DIVIDED BY) 222,160 SHARES) A                             
 
INSTITUTIONAL CLASS:                                           $10.09  
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE                   
 PER SHARE ($4,681,848 (DIVIDED BY) 464,227 SHARES)                    
 
A REDEMPTION PRICE PER SHARE IS EQUAL TO NET ASSET VALUE LESS ANY
APPLICABLE CONTINGENT DEFERRED SALES CHARGE.
 
<TABLE>
<CAPTION>
<S>                                                                  <C>           <C>            
STATEMENT OF OPERATIONS
                           NOVEMBER 3, 1997 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1998                                
 
INVESTMENT INCOME                                                                  $ 270,365      
DIVIDENDS                                                                                         
 
INTEREST                                                                            89,955        
 
                                                                                    360,320       
 
LESS FOREIGN TAXES WITHHELD                                                         (27,330)      
 
 TOTAL INCOME                                                                       332,990       
 
EXPENSES                                                                                          
 
MANAGEMENT FEE                                                       $ 116,243                    
 
TRANSFER AGENT FEES                                                   37,486                      
 
DISTRIBUTION FEES                                                     69,691                      
 
ACCOUNTING FEES AND EXPENSES                                          60,181                      
 
NON-INTERESTED TRUSTEES' COMPENSATION                                 50                          
 
CUSTODIAN FEES AND EXPENSES                                           167,909                     
 
REGISTRATION FEES                                                     171,349                     
 
AUDIT                                                                 29,059                      
 
LEGAL                                                                 84                          
 
FOREIGN TAX EXPENSE                                                   9,742                       
 
MISCELLANEOUS                                                         515                         
 
 TOTAL EXPENSES BEFORE REDUCTIONS                                     662,309                     
 
 EXPENSE REDUCTIONS                                                   (304,620)     357,689       
 
NET INVESTMENT INCOME (LOSS)                                                        (24,699)      
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                               
NET REALIZED GAIN (LOSS) ON:                                                                      
 
 INVESTMENT SECURITIES                                                (2,695,641)                 
 
 FOREIGN CURRENCY TRANSACTIONS                                        (26,451)      (2,722,092)   
 
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:                                          
 
 INVESTMENT SECURITIES                                                721,765                     
 
 ASSETS AND LIABILITIES IN FOREIGN CURRENCIES                         1,395         723,160       
 
NET GAIN (LOSS)                                                                     (1,998,932)   
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                                    $ (2,023,631)  
FROM OPERATIONS                                                                                   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                     <C>                
STATEMENT OF CHANGES IN NET ASSETS
                                                                        NOVEMBER 3, 1997   
                                                                        (COMMENCEMENT      
                                                                        OF OPERATIONS) TO  
                                                                        OCTOBER 31,        
                                                                        1998               
 
INCREASE (DECREASE) IN NET ASSETS                                                          
 
OPERATIONS                                                              $ (24,699)         
NET INVESTMENT INCOME (LOSS)                                                               
 
 NET REALIZED GAIN (LOSS)                                                (2,722,092)       
 
 CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION)                    723,160           
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING                         (2,023,631)       
FROM OPERATIONS                                                                            
 
SHARE TRANSACTIONS - NET INCREASE (DECREASE)                             25,946,083        
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                23,922,452        
 
NET ASSETS                                                                                 
 
 BEGINNING OF PERIOD                                                     -                 
 
 END OF PERIOD (INCLUDING ACCUMULATED NET INVESTMENT LOSS OF $16,514)   $ 23,922,452       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                   <C>
FINANCIAL HIGHLIGHTS - CLASS A
                                                      PERIOD ENDED   
                                                      OCTOBER 31,    
 
                                                      1998 E         
 
SELECTED PER-SHARE DATA                                             
 
NET ASSET VALUE, BEGINNING OF PERIOD                   $ 10.00      
 
INCOME FROM INVESTMENT OPERATIONS                                   
 
 NET INVESTMENT INCOME D                                .00         
 
 NET REALIZED AND UNREALIZED GAIN (LOSS)                .07 G       
 
 TOTAL FROM INVESTMENT OPERATIONS                       .07         
 
NET ASSET VALUE, END OF PERIOD                         $ 10.07      
 
TOTAL RETURN B, C                                       .70%        
 
RATIOS AND SUPPLEMENTAL DATA                                        
 
NET ASSETS, END OF PERIOD (000 OMITTED)                $ 860        
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS                 2.06% A, F  
 
RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS    .03% A      
 
PORTFOLIO TURNOVER                                      199% A      
</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 NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E FOR THE PERIOD NOVEMBER 3, 1997 (COMMENCEMENT OF SALE OF CLASS A
SHARES) TO OCTOBER 31, 1998.
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 THE AMOUNTS SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH
THE AGGREGATE NET LOSS ON INVESTMENTS FOR THE PERIOD DUE TO THE TIMING
OF SALES AND REPURCHASES OF CLASS SHARES IN RELATION TO FLUCTUATING
MARKET VALUES OF THE INVESTMENTS OF THE FUND.
 
<TABLE>
<CAPTION>
<S>                                                           <C>
FINANCIAL HIGHLIGHTS - CLASS T
                                                              PERIOD ENDED   
                                                              OCTOBER 31,    
 
                                                              1998 E         
 
SELECTED PER-SHARE DATA                                                    
 
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 10.00      
 
INCOME FROM INVESTMENT OPERATIONS                                          
 
 NET INVESTMENT INCOME (LOSS) D                                (.03)       
 
 NET REALIZED AND UNREALIZED GAIN (LOSS)                       .07 G       
 
 TOTAL FROM INVESTMENT OPERATIONS                              .04         
 
NET ASSET VALUE, END OF PERIOD                                $ 10.04      
 
TOTAL RETURN B, C                                              .40%        
 
RATIOS AND SUPPLEMENTAL DATA                                               
 
NET ASSETS, END OF PERIOD (000 OMITTED)                       $ 12,117     
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS                        2.31% A, F  
 
RATIO OF NET INVESTMENT INCOME (LOSS) TO AVERAGE NET ASSETS    (.24)% A    
 
PORTFOLIO TURNOVER                                             199% A      
</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 NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
E FOR THE PERIOD NOVEMBER 3, 1997 (COMMENCEMENT OF SALE OF CLASS T
SHARES) TO OCTOBER 31, 1998.
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 THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH
THE AGGREGATE NET LOSS ON INVESTMENTS FOR THE PERIOD DUE TO THE TIMING
OF SALES AND REPURCHASES OF CLASS SHARES IN RELATION TO FLUCTUATING
MARKET VALUES OF THE INVESTMENTS OF THE FUND.
 
<TABLE>
<CAPTION>
<S>                                                           <C>
FINANCIAL HIGHLIGHTS - CLASS B
                                                              PERIOD ENDED   
                                                              OCTOBER 31,    
 
                                                              1998 E         
 
SELECTED PER-SHARE DATA                                                    
 
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 10.00      
 
INCOME FROM INVESTMENT OPERATIONS                                          
 
 NET INVESTMENT INCOME (LOSS) D                                (.07)       
 
 NET REALIZED AND UNREALIZED GAIN (LOSS)                       .06 G       
 
 TOTAL FROM INVESTMENT OPERATIONS                              (.01)       
 
NET ASSET VALUE, END OF PERIOD                                $ 9.99       
 
TOTAL RETURN B, C                                              (.10)%      
 
RATIOS AND SUPPLEMENTAL DATA                                               
 
NET ASSETS, END OF PERIOD (000 OMITTED)                       $ 4,047      
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS                        2.81% A, F  
 
RATIO OF NET INVESTMENT INCOME (LOSS) TO AVERAGE NET ASSETS    (.70)% A    
 
PORTFOLIO TURNOVER                                             199% A      
</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 (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
E FOR THE PERIOD NOVEMBER 3, 1997 (COMMENCEMENT OF SALE OF CLASS B
SHARES) TO OCTOBER 31, 1998.
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 THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH
THE AGGREGATE NET LOSS ON INVESTMENTS FOR THE PERIOD DUE TO THE TIMING
OF SALES AND REPURCHASES OF CLASS SHARES IN RELATION TO FLUCTUATING
MARKET VALUES OF THE INVESTMENTS OF THE FUND.
 
<TABLE>
<CAPTION>
<S>                                                           <C>
FINANCIAL HIGHLIGHTS - CLASS C
                                                              PERIOD ENDED   
                                                              OCTOBER 31,    
 
                                                              1998 E         
 
SELECTED PER-SHARE DATA                                                    
 
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 10.00      
 
INCOME FROM INVESTMENT OPERATIONS                                          
 
 NET INVESTMENT INCOME (LOSS) D                                (.08)       
 
 NET REALIZED AND UNREALIZED GAIN (LOSS)                       .06 G       
 
 TOTAL FROM INVESTMENT OPERATIONS                              (.02)       
 
NET ASSET VALUE, END OF PERIOD                                $ 9.98       
 
TOTAL RETURN B, C                                              (.20)%      
 
RATIOS AND SUPPLEMENTAL DATA                                               
 
NET ASSETS, END OF PERIOD (000 OMITTED)                       $ 2,217      
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS                        2.81% A, F  
 
RATIO OF NET INVESTMENT INCOME (LOSS) TO AVERAGE NET ASSETS    (.75)% A    
 
PORTFOLIO TURNOVER                                             199% A      
</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 (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
E FOR THE PERIOD NOVEMBER 3, 1997 (COMMENCEMENT OF SALE OF CLASS C
SHARES) TO OCTOBER 31, 1998.
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 THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH
THE AGGREGATE NET LOSS ON INVESTMENTS FOR THE PERIOD DUE TO THE TIMING
OF SALES AND REPURCHASES OF CLASS SHARES IN RELATION TO FLUCTUATING
MARKET VALUES OF THE INVESTMENTS OF THE FUND.
 
<TABLE>
<CAPTION>
<S>                                                    <C>
FINANCIAL HIGHLIGHTS - INSTITUTIONAL CLASS
                                                       PERIOD ENDED   
                                                       OCTOBER 31,    
 
                                                       1998 E         
 
SELECTED PER-SHARE DATA                                             
 
NET ASSET VALUE, BEGINNING OF PERIOD                   $ 10.00      
 
INCOME FROM INVESTMENT OPERATIONS                                   
 
 NET INVESTMENT INCOME D                                .04         
 
 NET REALIZED AND UNREALIZED GAIN (LOSS)                .05 G       
 
 TOTAL FROM INVESTMENT OPERATIONS                       .09         
 
NET ASSET VALUE, END OF PERIOD                         $ 10.09      
 
TOTAL RETURN B, C                                       .90%        
 
RATIOS AND SUPPLEMENTAL DATA                                        
 
NET ASSETS, END OF PERIOD (000 OMITTED)                $ 4,682      
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS                 1.81% A, F  
 
RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS    .34% A      
 
PORTFOLIO TURNOVER                                      199% A      
</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 FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E FOR THE PERIOD NOVEMBER 3, 1997 (COMMENCEMENT OF SALE OF
INSTITUTIONAL CLASS SHARES) TO OCTOBER 31, 1998.
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 THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH
THE AGGREGATE NET LOSS ON INVESTMENTS FOR THE PERIOD DUE TO THE TIMING
OF SALES AND REPURCHASES OF CLASS SHARES IN RELATION TO FLUCTUATING
MARKET VALUES OF THE INVESTMENTS OF THE FUND.
 
NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1998
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Advisor International Capital Appreciation Fund(the fund) is
a fund of Fidelity Advisor Series VIII (the trust) and is authorized
to issue an unlimited number of shares. The trust is registered under
the Investment Company Act of 1940, as amended, as an open-end
management investment company organized as a Massachusetts business
trust.
The fund offers Class A, Class T, Class B, Class C, and Institutional
Class shares, each of which has equal rights as to assets and voting
privileges. Each class has exclusive voting rights with respect to
matters that affect that class. Investment income, realized and
unrealized capital gains and losses, the common expenses of the fund,
and certain fund-level expense reductions, if any, are allocated on a
pro rata basis to each class based on the relative net assets of each
class to the total net assets of the fund. Each class of shares
differs in its respective distribution, transfer agent, and certain
other class-specific fees, expenses, and expense reductions.
The financial statements have been prepared in conformity with
generally accepted accounting principles which require management to
make certain estimates and assumptions at the date of the financial
statements. The following summarizes the significant accounting
policies of the fund:
SECURITY VALUATION. Securities for which 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 trading or events occurring in other markets
after the close of the principal market in which securities are traded
are expected to materially affect the value of those securities, then
they are valued at their fair value taking this trading or these
events into account. Fair value is determined in good faith under
consistently applied procedures under the general supervision of the
Board of Trustees. 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.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases
and sales of securities, income receipts and expense payments are
translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
FOREIGN CURRENCY TRANSLATION - CONTINUED
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, and gains and losses between trade
date and settlement on purchases and sales of securities. The effects
of changes in foreign currency exchange rates on investments in
securities are included with the net realized and unrealized gain or
loss on investment securities.
INCOME TAXES. The fund intends to qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code. By so
qualifying, the fund will not be subject to 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 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
among 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. 
Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences may result in distribution
reclassifications.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Accumulated net investment loss 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.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.
2. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated
securities. Losses may arise from changes in the value of the foreign
currency or if the counterparties do not perform under the contracts'
terms. The U.S. dollar value of foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with
other affiliated entities of Fidelity Management & Research Company
(FMR), may transfer uninvested cash balances into one or more joint
trading accounts. These balances are invested in one or more
repurchase agreements for U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above. 
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by
the SEC, the fund may invest in the Taxable Central Cash Fund (the
Cash Fund) managed by Fidelity Investments Money Management, Inc., an
affiliate of FMR. The Cash Fund is an open-end money market fund
available only to investment companies and other accounts managed by
FMR and its affiliates. The Cash Fund seeks preservation of capital,
liquidity, and current income by investing in U.S. Treasury securities
and repurchase agreements for these securities. Income distributions
from the Cash Fund are declared daily and paid monthly from net
interest income. Income distributions earned by the fund are recorded
as interest income in the accompanying financial statements.
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 $51,743,649 and $27,704,190.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly fee that is calculated on the basis of a group fee rate plus a
fixed individual fund fee rate applied to the average net assets of
the fund. The group fee rate is the weighted average of a series of
rates and is based on the monthly average net assets of all the mutual
funds advised by FMR. The rates 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. For the period, the management
fee was equivalent to an annualized rate of .73% of average net
assets.
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 Limited
(FIJ). 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. A portion of this fee may be reallowed to securities
dealers, banks and other financial institutions for the distribution
of each class of shares and providing shareholder support services.
For the period, this fee was based on the following annual rates of
the average net assets of each applicable class:
 
CLASS A    .25%     
 
CLASS T    .50%     
 
CLASS B    1.00% *  
 
CLASS C    1.00% *  
 
* .75% REPRESENTS A DISTRIBUTION FEE AND .25% REPRESENTS A SHAREHOLDER
SERVICE FEE.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
DISTRIBUTION AND SERVICE PLAN - CONTINUED
For the period, each class paid FDC the following amounts, a portion
of which was retained by FDC:
 
          PAID TO   RETAINED  
          FDC       BY FDC    
 
CLASS A   $ 1,366   $ 254     
 
CLASS T    33,900    3,411    
 
CLASS B    22,091    16,739   
 
CLASS C    12,334    12,325   
 
          $ 69,691  $ 32,729  
 
Under the Plans, FMR may use its resources to pay administrative and
promotional expenses related to the sale of each class' shares. The
Plans also authorize payments to third parties that assist in the sale
of each class' shares or render shareholder support services. For the
period, the following amounts were paid to third parties under the
Plans:
 
CLASS A               $ 57    
 
CLASS T                75     
 
CLASS B                58     
 
CLASS C                3,752  
 
INSTITUTIONAL CLASS    3      
 
SALES LOAD. FDC receives a front-end sales charge of up to 5.75% for
selling Class A shares, and 3.50% for selling Class T shares of the
fund. FDC receives the proceeds of contingent deferred sales charges
levied on Class B share redemptions occurring within six years of
purchase and Class C share redemptions occurring within one year of
purchase. Contingent deferred sales charges are based on declining
rates ranging from 5% to 1% for Class B and 1% for Class C, of the
lesser of the cost of shares at the initial date of purchase or the
net asset value of the redeemed shares, excluding any reinvested
dividends and capital gains. In addition, purchases of Class A and
Class T shares that were subject to a finder's fee bear a contingent
deferred sales charge on assets that do not remain in the fund for at
least one year. The Class A and Class T contingent deferred sales
charge is based on 0.25% of the lesser of the cost of shares at the
initial date of purchase or the net asset value of the redeemed
shares, excluding any reinvested dividends and capital gains. A
portion of the sales charges paid to FDC are paid to securities
dealers, banks and other financial institutions.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
SALES LOAD - CONTINUED
For the period, sales charge amounts paid to and retained by FDC were
as follows:
 
          PAID TO   RETAINED BY   
          FDC       FDC           
 
CLASS A   $ 16,408  $ 5,206       
 
CLASS T    68,287    18,616       
 
CLASS B    5,042     5,042 *      
 
CLASS C    1,231     1,231 *      
 
          $ 90,968  $ 30,095      
 
* WHEN CLASS B AND CLASS C SHARES ARE INITIALLY SOLD, FDC PAYS
COMMISSIONS FROM ITS OWN RESOURCES TO SECURITIES DEALERS, 
 BANKS, AND OTHER FINANCIAL INSTITUTIONS THROUGH WHICH THE SALES ARE
MADE.
TRANSFER AGENT FEES. Fidelity Investments Institutional Operations
Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend
disbursing and shareholder servicing agent for each class of the fund.
FIIOC receives account fees and asset-based fees that vary according
to the account size and type of account of the shareholders of the
respective classes of the fund. FIIOC pays for typesetting, printing
and mailing of all shareholder reports, except proxy statements. For
the period, the following amounts were paid to FIIOC:
 
                       AMOUNT    % OF        
                                 AVERAGE     
                                 NET ASSETS  
 
CLASS A                $ 2,185   .39 *       
 
CLASS T                 18,048   .26 *       
 
CLASS B                 6,354    .28 *       
 
CLASS C                 4,132    .33 *       
 
INSTITUTIONAL CLASS     6,767    .14 *       
 
                       $ 37,486              
 
* ANNUALIZED
ACCOUNTING FEES. Fidelity Service Company, Inc., an affiliate of FMR,
maintains each 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 $105 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 of the following classes:
 
                      FMR          REIMBURSEMENT  
                      EXPENSE                     
                      LIMITATIONS                 
 
CLASS A               2.00%        $ 24,491       
 
CLASS T               2.25%         115,233       
 
CLASS B               2.75%         48,536        
 
CLASS C               2.75%         32,831        
 
INSTITUTIONAL CLASS   1.75%         82,787        
 
                                   $ 303,878      
 
Effective December 1, 1998, Class A, Class T, Class B, Class C and
Institutional Class expense limitations were changed to 1.70%, 1.95%,
2.45%, 2.45% and 1.45% 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 $481 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 $261 under the custodian
arrangement.
6. BENEFICIAL INTEREST.
At the end of the period, FMR and its affiliates were record owners of
approximately 21% of the total outstanding shares of the fund.
7. SHARE TRANSACTIONS.
Share transactions for each class of shares were as follows:
 
                          SHARES       DOLLARS       
 
                          YEAR ENDED   YEAR ENDED    
                          OCTOBER 31,  OCTOBER 31,   
 
                          1998 A       1998 A        
 
                                                     
 
CLASS A                    103,525     $ 1,119,865   
SHARES SOLD                                          
 
SHARES REDEEMED            (18,125)     (186,338)    
 
NET INCREASE (DECREASE)    85,400      $ 933,527     
 
CLASS T                    1,397,855   $ 15,422,063  
SHARES SOLD                                          
 
SHARES REDEEMED            (191,228)    (1,955,961)  
 
NET INCREASE (DECREASE)    1,206,627   $ 13,466,102  
 
CLASS B                    456,271     $ 5,032,634   
SHARES SOLD                                          
 
SHARES REDEEMED            (51,032)     (570,862)    
 
NET INCREASE (DECREASE)    405,239     $ 4,461,772   
 
CLASS C                    260,112     $ 2,832,954   
SHARES SOLD                                          
 
SHARES REDEEMED            (37,952)     (392,926)    
 
NET INCREASE (DECREASE)    222,160     $ 2,440,028   
 
INSTITUTIONAL CLASS        464,227     $ 4,644,654   
SHARES SOLD                                          
 
A SHARE TRANSACTIONS FOR CLASS A, T, B, C, AND INSTITUTIONAL CLASS ARE
FOR THE PERIOD NOVEMBER 3, 1997 (COMMENCEMENT OF SALE OF SHARES) TO 
 OCTOBER 31, 1998.
8. REGISTRATION FEES.
For the period, each class paid the following amounts to register its
shares for sale:
                      REGISTRATION  
                      FEES          
 
CLASS A               $ 19,057      
 
CLASS T                62,259       
 
CLASS B                31,244       
 
CLASS C                22,362       
 
INSTITUTIONAL CLASS    36,427       
 
                      $ 171,349     
 
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Advisor Series VIII and the Shareholders
of Fidelity Advisor International Capital Appreciation 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 International Capital Appreciation Fund (a fund of
Fidelity Advisor Series VIII) at October 31, 1998, and the results of
its operations, the changes in its net assets and the financial
highlights for the period November 3, 1997 (commencement of
operations) to October 31, 1998, 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 International Capital
Appreciation Fund's management; our responsibility is to express an
opinion on these financial statements based on our audit. We conducted
our audit 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 audit, which included confirmation of securities at October
31, 1998 by correspondence with the custodian and brokers, provides a
reasonable basis for the opinion expressed above.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
December 11, 1998
 
 
 
 
 
 
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
Richard Spillane, Jr., Vice President
Kevin McCarey, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENTS
Fidelity Investments Institutional Operations Company, Inc.
Boston, MA
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
 
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 TechnoQuantSM
Growth Fund
Fidelity Advisor Small Cap Fund
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
 
AICAP-ANN-1298  66780
1.711985.100
 
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
 
MONEY MARKET FUNDS
Prime Fund
Treasury Fund
Tax-Exempt Fund
 
(FIDELITY_LOGO_GRPAHIC)(registered trademark)
 
 
 
(2_FIDELITY_LOGOS)(REGISTERED TRADEMARK)
 
FIDELITY ADVISOR
INTERNATIONAL
CAPITAL APPRECIATION
FUND - INSTITUTIONAL CLASS
 
ANNUAL REPORT
OCTOBER 31, 1998
 
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    18   STATEMENTS OF ASSETS AND LIABILITIES,       
                             OPERATIONS, AND CHANGES IN NET ASSETS,      
                             AS WELL AS FINANCIAL HIGHLIGHTS.            
 
NOTES                   27   NOTES TO THE FINANCIAL STATEMENTS.          
 
REPORT OF INDEPENDENT   35   THE AUDITORS' OPINION.                      
ACCOUNTANTS                                                              
 
                                                                         
 
 
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:
What a difference one month can make. The stock and bond markets did
an about-face in October, as renewed optimism in many emerging markets
and more encouraging corporate earnings forecasts in the U.S. replaced
the concerns that had shaped the financial markets in recent months.
Equity markets worldwide bounced back strongly, while the major U.S.
bond indexes were off slightly as the flight to safety eased. 
While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.
First, investors are encouraged to take a long-term view of their
portfolios. If you can afford to leave your money invested through the
inevitable up and down cycles of the financial markets, you will
greatly reduce your vulnerability to any single decline. We know from
experience, for example, that stock prices have gone up over longer
periods of time, have significantly outperformed other types of
investments and have stayed ahead of inflation. 
Second, you can further manage your investing risk through
diversification. A stock mutual fund, for instance, is already
diversified, because it invests in many different companies. You can
increase your diversification further by investing in a number of
different stock funds, or in such other investment categories as
bonds. If you have a short investment time horizon, you might want to
consider moving some of your investment into a money market fund,
which seeks income and a stable share price by investing in
high-quality, short-term investments. Of course, it's important to
remember that there is no assurance that a money market fund will
achieve its goal of maintaining a stable net asset value of $1.00 per
share, and that these types of funds are neither insured nor
guaranteed by any agency of the U.S. government.
Finally, no matter what your time horizon or portfolio diversity, it
makes good sense to follow a regular investment plan, investing a
certain amount of money in a fund at the same time each month or
quarter and periodically reviewing your overall portfolio. By doing
so, you won't get caught up in the excitement of a rapidly rising
market, nor will you buy all your shares at market highs. While this
strategy - known as dollar cost averaging - won't assure a profit or
protect you from a loss in a declining market, it should help you
lower the average cost of your purchases. Of course, you should
consider your financial ability to continue your purchases through
periods of low price levels before undertaking such a strategy.
Remember to contact your investment professional if you need help with
your investments.
Best regards,
Edward C. Johnson 3d
 
FIDELITY ADVISOR INTERNATIONAL CAPITAL APPRECIATION FUND - 
INSTITUTIONAL CLASS
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate historical performance. You can
look at the total percentage change in value, the average annual
percentage change or the growth of a hypothetical $10,000 investment.
Total return reflects the change in the value of an investment,
assuming reinvestment of the class' dividend income and capital gains
(the profits earned upon the sale of securities that have grown in
value). If Fidelity had not reimbursed certain class expenses, the
total return would have been lower.
 
CUMULATIVE TOTAL RETURNS
PERIOD ENDED OCTOBER 31, 1998                       LIFE OF  
                                                    FUND     
 
FIDELITY ADV INTL CAP APP - INST CL                 0.90%    
 
MSCI WORLD EX US                                    3.21%    
 
CUMULATIVE TOTAL RETURNS show Institutional Class performance in
percentage terms over a set period - in this case, since the fund
started on November 3, 1997. 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
AC World Index Free ex USA (MSCI World ex US) - an unmanaged, market
capitalization weighted index that is designed to represent the
performance of developed stock markets, excluding the United States,
throughout the world. This benchmark includes reinvested dividends and
capital gains, if any.
 
AVERAGE ANNUAL TOTAL RETURNS
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. These numbers will
be reported once the fund is a year old.
 
$10,000 OVER LIFE OF FUND
             FA Intl Cap App -CL I       MS World ex USA (Gross)
             00291                       MS025
  1997/11/03      10000.00                    10000.00
  1997/11/30       9740.00                     9717.68
  1997/12/31       9950.00                     9829.52
  1998/01/31      10230.00                    10123.55
  1998/02/28      10910.00                    10799.04
  1998/03/31      11540.00                    11172.17
  1998/04/30      11810.00                    11252.19
  1998/05/31      11780.00                    11048.13
  1998/06/30      11590.00                    11006.60
  1998/07/31      11830.00                    11111.22
  1998/08/31       9520.00                     9544.28
  1998/09/30       9360.00                     9342.67
  1998/10/30      10090.00                    10321.30
IMATRL PRASUN   SHR__CHT 19981031 19981111 154224 R00000000000015
 
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Advisor International Capital Appreciation Fund -
Institutional Class on November 3, 1997, when the fund started. As the
chart shows, by October 31, 1998, the value of the investment would
have grown to $10,090 - an 0.90% increase on the initial investment.
For comparison, look at how the Morgan Stanley Capital International
AC World Index Free ex USA did over the same period. With dividends
reinvested, the same $10,000 would have grown to $10,321 - a 3.21%
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
Like a white-knuckle flyer on a long 
overseas flight, international 
investors were tightening their seat 
belts to ride out the turbulent 
international equity markets over 
the past year. For the 12-month 
period ending October 31, 1998, 
the Morgan Stanley Capital 
International EAFE Index - which 
measures the performance of stock 
markets in Europe, Australasia and 
the Far East - returned 9.89%. 
European markets were the primary 
contributors to this solid return. 
They benefited from corporate 
restructurings designed to cut costs 
and improve share prices, and 
from solid economic growth 
prospects. France and Germany 
were particularly strong 
performers. On the opposite side of 
the world, emerging markets in 
Latin America suffered considerably. 
And in large part, they had Russia to 
blame. Russia's devaluation of its 
currency and debt defaults caused 
investors to sell off investments 
considered to carry more risk, such 
as emerging-market equities. 
Markets in Venezuela and Brazil, 
already teetering on the edge thanks 
to political instability, dropped 
precipitously. Currency devaluations 
also continued to plague Southeast 
Asian countries, specifically 
Indonesia, Thailand, Malaysia and 
South Korea. The Japanese 
economy continued to sink lower, as 
the ailing banking sector seemed 
oblivious to repeated promises - 
and a lack of action - by the 
Japanese government for 
assistance. 
An interview with Kevin McCarey, Portfolio Manager of Fidelity Advisor
International Capital Appreciation Fund 
Q. HOW DID THE FUND PERFORM, KEVIN?
A. From November 3, 1997 - the fund's inception date - through October
31, 1998, the fund's Institutional Class shares returned 0.90%. The
Morgan Stanley Capital International AC World Index Free ex USA
returned 3.21% during that time period. 
Q. WHAT FACTORS PLAYED KEY ROLES IN THE FUND'S PERFORMANCE?
A. The difficult environment we witnessed during the second half of
the period was the major factor. The economic problems that began a
year ago in Asia eventually spread to other emerging markets, most
notably Russia and Latin America. Some of the larger, multinational
European companies depend on these markets as a source of growth, and
this volatility was a significant detriment. In addition, European
stock valuations - on the heels of an extended market rally - were at
lofty levels. As we entered the summer months of 1998, an economic
slowdown in the United Kingdom was in full stride, European trading
markets were sluggish and any whiff of earnings disappointments was
met with an increased sense of skepticism. As a result, investors who
had been picking stocks based on earnings momentum and growth were
forced to rethink their approach. These trends converged and
translated into a difficult six-month stretch for European stocks.
Q. BASED ON THIS VOLATILITY, DID YOU MAKE ANY CHANGES TO YOUR
INVESTING STRATEGY?
A. I made a couple. First, as growth investments fell out of favor, I
began to look at industries that tend to have more stable earnings
profiles. Two that I turned to were utilities - which accounted for
over 18% of the fund's investments at the end of the period - and
pharmaceuticals, which represented just under 12% of investments. The
fund's positions in utility stocks Deutsche Telekom, Spain's
Telefonica and Telecom Italia - all top-10 positions - performed well.
Swiss company Novartis, meanwhile - the fund's largest single
investment at the end of the period - reflected my attraction to
pharmaceutical stocks. One other strategy was to look at companies
engaged in internal "self-help" initiatives. When things are bad on
the outside, companies with room to grow within can become appealing.
Some of the fund's positions in merged companies - such as British
Petroleum, which joined forces with Amoco, and Daimler-Benz which
teamed up with Chrysler - were examples of this.
Q. FINANCE STOCKS OCCUPIED A SIGNIFICANT PERCH IN THE PORTFOLIO, WITH
JUST OVER 21% OF THE FUND'S INVESTMENTS REPRESENTED THERE. HOW DID
THESE STOCKS PERFORM?
A. Not well at all. Financial stocks were another segment that had
performed well for some time and, in retrospect, perhaps valuations
were overextended. Banks in particular had a difficult time during the
second half of the period, especially those with investment banking
exposure and those with outstanding provisions - i.e., loans or
letters of credit - to emerging-market countries. Many banks had
bolstered their investment banking resources and, when revenues began
to slow due to global uncertainty, many had difficulty keeping pace
with their expenses. Two of the fund's Swiss banking stocks - Credit
Suisse and Union Bank of Switzerland - had investment banking and
emerging-market exposure and each performed poorly as a result. 
Q. WHICH INDIVIDUAL STOCKS PERFORMED WELL? WHICH PROVED DISAPPOINTING?
A. The fund got good results from its position in Dutch music and
entertainment company PolyGram, which got a boost after Seagram's made
an offer to buy the company. At the end of the period, the fund no
longer held PolyGram. Telecommunications companies such as
Germany-based Mannesmann and the U.K.'s Vodafone also performed well.
Disappointments included French hotel operator Accor, which slid due
to slower anticipated growth for the company, and Vimpel
Communications. Vimpel Communications didn't perform all that badly,
but because the company is based in Russia, its stock price declined
amid the turbulence in that market.
Q. WHAT'S YOUR OUTLOOK FOR THE COMING MONTHS? 
A. I've mentioned in the past how the trend towards corporate
restructuring has been positive, and I think the drivers behind this
will both continue and deepen in the months ahead. European companies
have instituted management pay programs based on bonuses and
incentives, and companies are increasingly focusing on improving the
value of their stock. These two factors could lead to more
consolidation activity. In terms of the fund itself, opportunities
could present themselves if companies that were reluctant to
restructure in past years decide that now is the time. I'll also be
watching developments in Japan. The Japanese economy continued to
struggle throughout the period, but we began to see signs of
constructive improvement as the period came to a close.
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.
 
KEVIN MCCAREY DISCUSSES 
THE UPCOMING INTRODUCTION 
OF THE EURO:
"ON JANUARY 1, 1999, THE EURO WILL 
BE INTRODUCED AS THE UNIFORM 
CURRENCY OF 11 EUROPEAN COUNTRIES. 
WHILE THE EURO WON'T HAVE MUCH OF 
AN IMPACT ON THE WAY IN WHICH I 
INVEST, IT SHOULD RESULT IN A NUMBER 
OF POSITIVE DEVELOPMENTS. FIRST, 
SHORT- AND LONG-TERM INTEREST RATES 
ACROSS THE CONTINENT SHOULD BE 
LOWER. AS THE EURO HAS APPROACHED, 
WE'VE SEEN LOWER RATES IN SPAIN - 
FROM AROUND 13% THREE YEARS AGO TO 
AROUND 5% AT THE END OF THE PERIOD 
- - AND IN ITALY. THE GENERAL 
EXPECTATION IS THAT INFLATION WILL BE 
KEPT AT BAY, AND THE POTENTIALLY 
LOWER INTEREST RATES SHOULD BE VERY 
GOOD FOR VARIOUS EUROPEAN 
ECONOMIES. 
"SECOND, A LOT OF COMPANIES MAY 
CHANGE HOW THEY OPERATE THEIR 
BUSINESSES. A COMPANY IN FRANCE, 
FOR INSTANCE, MAY BEGIN TO LOOK 
MORE GLOBALLY TO EXPAND ITS REACH. 
COMPANY MANAGEMENT MAY SWITCH 
FROM SAYING, `WE'RE A FRENCH 
COMPANY AND WE'VE GOT X% MARKET 
SHARE IN FRANCE' TO `WE'RE REALLY A 
EUROPEAN COMPANY. SHOULD WE 
SELL OUR PRODUCTS IN GERMANY OR 
ACQUIRE A COMPANY IN ITALY?' THIS 
SHOULD CREATE AN ACCELERATION IN 
CROSS-BORDER MERGER AND 
ACQUISITION ACTIVITY.
"AS A FINAL POINT, THE SHAREHOLDER 
BASES FOR COMPANIES WILL BECOME 
MORE REGIONALLY DIVERSE AND 
COMPANIES MAY BECOME MORE 
ACCOUNTABLE TO THEIR SHAREHOLDERS. 
THAT WOULD BE A VERY POSITIVE 
DEVELOPMENT." 
 
FUND FACTS
GOAL: SEEKS CAPITAL 
APPRECIATION BY INVESTING IN 
SECURITIES OF FOREIGN ISSUERS
START DATE: NOVEMBER 3, 1997
SIZE: AS OF OCTOBER 31, 1998, 
MORE THAN $23 MILLION
MANAGER: KEVIN MCCAREY, 
SINCE INCEPTION; JOINED FIDELITY 
IN 1985
(CHECKMARK)
 
 
INVESTMENT CHANGES 
 
 
 
 
 
<TABLE>
<CAPTION>
<S>                                          <C>           <C>                      
TOP FIVE STOCKS AS OF OCTOBER 31, 1998                                              
 
                                             % OF FUND'S   % OF FUND'S INVESTMENTS  
                                             INVESTMENTS   IN THESE STOCKS          
                                                           6 MONTHS AGO             
 
NOVARTIS AG (REG.) (SWITZERLAND, DRUGS &      2.6           0.6                     
PHARMACEUTICALS)                                                                    
 
GLAXO WELLCOME PLC (UNITED KINGDOM,           1.9           0.1                     
DRUGS & PHARMACEUTICALS)                                                            
 
NESTLE SA (REG.) (SWITZERLAND, FOODS)         1.8           0.8                     
 
NIPPON TELEGRAPH & TELEPHONE CORP.            1.6           0.0                     
(JAPAN, TELEPHONE SERVICES)                                                         
 
BRITISH PETROLEUM CO. PLC (UNITED KINGDOM,    1.6           0.3                     
OIL & GAS)                                                                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                             <C>           <C>                      
TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1998                                         
 
                                                % OF FUND'S   % OF FUND'S INVESTMENTS  
                                                INVESTMENTS   IN THESE MARKET SECTORS  
                                                              6 MONTHS AGO             
 
FINANCE                                          21.4          20.4                    
 
UTILITIES                                        18.7          10.5                    
 
HEALTH                                           12.9          7.0                     
 
TECHNOLOGY                                       5.4           5.8                     
 
NONDURABLES                                      5.4           5.6                     
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                        <C>           <C>                      
TOP FIVE COUNTRIES AS OF OCTOBER 31, 1998                                         
 
(EXCLUDING CASH EQUIVALENTS)               % OF FUND'S   % OF FUND'S INVESTMENTS  
                                           INVESTMENTS   IN THESE COUNTRIES       
                                                         6 MONTHS AGO             
 
UNITED KINGDOM                              20.7          15.1                    
 
JAPAN                                       14.0          12.4                    
 
FRANCE                                      11.9          10.9                    
 
GERMANY                                     9.5           5.6                     
 
SWITZERLAND                                 8.4           4.5                     
 
</TABLE>
 
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, 1998 AS OF APRIL 30, 1998 
ROW: 1, COL: 1, VALUE: 92.09999999999999
ROW: 1, COL: 2, VALUE: 7.9
STOCKS 89.1%
SHORT-TERM
INVESTMENTS 10.9%
STOCKS                  92.1%
SHORT-TERM
INVESTMENTS             7.9%
ROW: 1, COL: 1, VALUE: 89.09999999999999
ROW: 1, COL: 2, VALUE: 10.9
   
 
INVESTMENTS OCTOBER 31, 1998  
 
SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                       <C>       <C>          <C>             
COMMON STOCKS - 88.6%                                                                            
 
                                                          SHARES                 VALUE (NOTE 1)  
 
AUSTRALIA - 1.1%                                                                                 
 
Australia & New Zealand Banking Group Ltd.                 13,000                $ 74,183        
 
David Jones Ltd.                                           50,000                 50,796         
 
News Corp. Ltd. ADR                                        5,200                  142,025        
 
                                                                                  267,004        
 
BELGIUM - 0.6%                                                                                   
 
Electrabel SA                                              400                    147,325        
 
BRAZIL - 0.8%                                                                                    
 
Compania Energertica Minas Gerais                          600,000                11,669         
 
Telebras sponsored ADR                                     2,300                  174,656        
 
Telesp Celular SA Class B                                  1,000                  49             
 
Telesp Participacoes SA (a)                                100,000                2,557          
 
                                                                                  188,931        
 
CANADA - 3.8%                                                                                    
 
Bank of Montreal, Canada                                   3,500                  143,140        
 
Celestica, Inc. (sub-vtg.) (a)                             1,200                  21,933         
 
CGI Group, Inc. Class A (sub. vtg.) (a)                    6,000                  82,442         
 
Cinar Films, Inc. Class B (sub. vtg.) (a)                  1,200                  26,249         
 
Northern Telecom Ltd.                                      1,100                  47,197         
 
Power Corp. of Canada                                      8,000                  168,514        
 
Rogers Communications, Inc. Class B (non-vtg.) (a)         5,000                  39,212         
 
Shaw Communications, Inc. Class B                          2,600                  52,239         
 
Teleglobe, Inc.                                            3,000                  82,053         
 
Videotron Group Ltd. (sub. vtg.)                           20,000                 256,011        
 
                                                                                  918,990        
 
CZECH REPUBLIC - 0.1%                                                                            
 
SPT Telecom AS (a)                                         1,300                  19,683         
 
FINLAND - 1.4%                                                                                   
 
Merita Ltd. Series A                                       8,400                  45,076         
 
OY Nokia AB sponsored ADR                                  2,600                  241,963        
 
Sampo Insurance Co. Ltd.                                   1,300                  40,564         
 
                                                                                  327,603        
 
FRANCE - 11.9%                                                                                   
 
Accor SA                                                   415                    87,298         
 
Alcatel Alsthom Compagnie Generale d'Electricite SA        3,300                  363,000        
 
Axa SA                                                     1,800                  203,760        
 
Banque Nationale de Paris                                  2,800                  177,609        
 
Cap Gemini SA                                              780                    117,400        
 
COMMON STOCKS - CONTINUED                                                                        
 
                                                          SHARES                 VALUE (NOTE 1)  
 
FRANCE - CONTINUED                                                                               
 
Castorama Dubois Investissements SA                        700                   $ 125,043       
 
Compagnie de St. Gobain                                    400                    59,268         
 
Elf Aquitaine                                              1,700                  197,200        
 
France Telecom SA                                          400                    27,940         
 
Groupe Danone                                              500                    132,397        
 
L'Oreal SA                                                 150                    85,846         
 
Lagardere S.C.A. (Reg.)                                    2,000                  80,610         
 
Pinault Printemps SA                                       550                    92,200         
 
Renault SA                                                 800                    34,248         
 
Rhone-Poulenc SA Class A                                   1,800                  84,037         
 
Sanofi SA                                                  600                    94,093         
 
Societe Generale, France Class A                           1,600                  211,980        
 
Suez Lyonnaise des Eaux                                    740                    132,722        
 
Synthelabo                                                 400                    76,428         
 
Total SA Class B                                           1,600                  187,200        
 
Unibail                                                    300                    41,260         
 
Vivendi SA                                                 1,000                  228,743        
 
                                                                                  2,840,282      
 
GERMANY - 8.0%                                                                                   
 
Allianz AG (Reg.)                                          800                    274,970        
 
BASF AG                                                    3,000                  127,672        
 
Bayerische Hypo-Und Vereinsbank                            2,200                  174,311        
 
BHF Bank AG                                                1,700                  66,037         
 
Daimler-Benz AG (a)                                        3,800                  299,551        
 
Deutsche Lufthansa AG (Reg.)                               3,600                  78,573         
 
Deutsche Telekom AG                                        11,600                 314,336        
 
Dresdner Bank AG                                           1,000                  38,996         
 
Hoechst AG                                                 2,000                  84,317         
 
Mannesmann AG                                              2,400                  236,953        
 
RWE AG                                                     2,500                  136,125        
 
Viag AG                                                    130                    87,950         
 
                                                                                  1,919,791      
 
HONG KONG - 1.0%                                                                                 
 
China Telecom (Hong Kong) Ltd.                             1,000                  1,906          
 
Johnson Electric Holdings Ltd.                             20,000                 46,485         
 
Li & Fung Ltd.                                             40,000                 62,496         
 
Vtech Holdings Ltd.                                        35,000                 131,287        
 
                                                                                  242,174        
 
COMMON STOCKS - CONTINUED                                                                        
 
                                                          SHARES                 VALUE (NOTE 1)  
 
INDIA - 0.6%                                                                                     
 
Dr. Reddy's Laboratories Ltd. (a)                          8,000                 $ 83,917        
 
Pentafour Software & Exports Ltd.                          3,900                  58,949         
 
State Bank of India (a)                                    717                    2,633          
 
                                                                                  145,499        
 
IRELAND - 0.9%                                                                                   
 
Bank of Ireland, Inc.                                      6,000                  109,763        
 
CRH PLC                                                    1,800                  25,871         
 
Elan Corp. PLC ADR (a)                                     1,250                  87,578         
 
                                                                                  223,212        
 
ITALY - 3.1%                                                                                     
 
Assicurazioni Generali Spa                                 6,100                  217,940        
 
Banca Commerciale Italiana Spa                             21,000                 130,064        
 
Banca di Roma (a)                                          21,800                 38,087         
 
Eni Spa sponsored ADR                                      26,900                 160,701        
 
Istituto Bancario San Paolo                                13,300                 197,908        
 
                                                                                  744,700        
 
JAPAN - 14.0%                                                                                    
 
Aeon Credit Service Ltd.                                   1,300                  78,347         
 
Aiwa Co. Ltd.                                              5,000                  123,978        
 
Banyu Pharmaceutical Co. Ltd.                              12,000                 204,460        
 
Benesse Corp.                                              2,700                  124,365        
 
Fuji Bank Ltd.                                             1,000                  3,840          
 
Fuji Heavy Industries Ltd.                                 50,000                 249,677        
 
Fuji Photo Film Co. Ltd.                                   6,000                  220,577        
 
Honda Motor Co. Ltd.                                       8,000                  241,068        
 
Ito En Ltd.                                                2,900                  121,093        
 
Konami Co. Ltd.                                            2,400                  70,047         
 
Matsumotokiyoshi Co. Ltd.                                  2,300                  87,129         
 
Matsushita Electric Industrial Co. Ltd.                    6,000                  88,450         
 
Matsushita Electric Works Co. Ltd.                         1,000                  9,565          
 
Mitsubishi Trust & Banking Corp.                           16,000                 108,412        
 
Nippon Telegraph & Telephone Corp.                         50                     392,596        
 
Ntt Mobile Communication Network, Inc. (a)                 5                      181,231        
 
Ntt Mobile Communication Network, Inc. (a)(c)              3                      108,739        
 
Orix Corp. (a)                                             2,000                  143,780        
 
Paris Miki, Inc.                                           5,400                  90,984         
 
Shimano, Inc.                                              3,000                  66,638         
 
Sumitomo Realty & Development Co. Ltd. (a)                 2,000                  6,009          
 
COMMON STOCKS - CONTINUED                                                                        
 
                                                          SHARES                 VALUE (NOTE 1)  
 
JAPAN - CONTINUED                                                                                
 
Takeda Chemical Industries Ltd.                            8,000                 $ 261,042       
 
Takefuji Corp.                                             1,000                  53,465         
 
Terumo Corp.                                               7,000                  147,654        
 
Toto Ltd.                                                  6,000                  44,632         
 
Yamanouchi Pharmaceutical Co. Ltd.                         4,000                  115,024        
 
                                                                                  3,342,802      
 
KOREA (SOUTH) - 0.3%                                                                             
 
Medison Co. Ltd.                                           6,600                  73,028         
 
LUXEMBOURG - 0.3%                                                                                
 
Stolt Comex Seaway SA                                      6,050                  77,138         
 
MALAYSIA - 0.0%                                                                                  
 
Berjaya Sports Toto BHD                                    10,000                 6,442          
 
MEXICO - 0.6%                                                                                    
 
Telefonos de Mexico SA de CV sponsored ADR representing    2,800                  147,875        
Class L shares                                                                                   
 
NETHERLANDS - 4.3%                                                                               
 
Aegon NV                                                   830                    72,075         
 
Ahold NV                                                   3,500                  116,435        
 
Akzo Nobel NV                                              3,500                  136,123        
 
Fortis Amev NV                                             2,500                  162,452        
 
Heineken NV                                                1,000                  53,303         
 
ING Groep NV                                               4,846                  234,681        
 
Philips Electronics NV (Bearer)                            700                    38,413         
 
Samas Groep NV                                             3,000                  49,981         
 
Vedior NV                                                  3,800                  96,898         
 
VNU                                                        2,100                  72,674         
 
                                                                                  1,033,035      
 
PORTUGAL - 1.0%                                                                                  
 
Banco Pinto & Sotto Mayor SA                               2,560                  49,133         
 
Electricidade de Portugal SA                               3,500                  88,114         
 
Telecel Comunicacoes Pessoais SA                           500                    92,249         
 
                                                                                  229,496        
 
RUSSIA - 0.3%                                                                                    
 
Vimpel Communications sponsored ADR (a)                    5,000                  58,750         
 
SPAIN - 3.5%                                                                                     
 
Banco Bilbao Vizcaya SA (Reg.)                             6,600                  89,126         
 
Banco Central Hispanoamericano SA                          9,000                  99,467         
 
COMMON STOCKS - CONTINUED                                                                        
 
                                                          SHARES                 VALUE (NOTE 1)  
 
SPAIN - CONTINUED                                                                                
 
Banco Santander SA                                         3,672                 $ 67,333        
 
Corporacion Mapfre Compania Internacional de Reaseguros    900                    23,795         
SA (Reg.)                                                                                        
 
Endesa SA                                                  5,000                  126,155        
 
Iberdrola SA                                               5,000                  80,846         
 
Telefonica de Espana SA                                    8,000                  361,621        
 
                                                                                  848,343        
 
SWEDEN - 1.4%                                                                                    
 
Astra AB Class A                                           2,900                  47,619         
 
Ericsson (L.M.) Telefon AB Class B                         7,900                  178,549        
 
Svenska Handelsbanken                                      2,800                  118,132        
 
                                                                                  344,300        
 
SWITZERLAND - 8.4%                                                                               
 
Credit Suisse Group (Reg.)                                 950                    146,367        
 
Julius Baer Holding AG                                     35                     107,461        
 
Nestle SA (Reg.)                                           200                    426,146        
 
Novartis AG (Reg.)                                         340                    613,768        
 
Roche Holding AG participation certificates                25                     292,235        
 
Swisscom AG (a)                                            400                    135,834        
 
UBS AG (a)                                                 1,050                  288,592        
 
                                                                                  2,010,403      
 
UNITED KINGDOM - 20.7%                                                                           
 
Allied Zurich PLC (a)                                      14,400                 171,201        
 
Bank of Scotland                                           8,000                  86,940         
 
Barclays PLC                                               4,000                  86,203         
 
BG PLC                                                     14,900                 97,679         
 
BOC Group PLC                                              4,300                  63,147         
 
Boots Co. PLC                                              6,000                  90,122         
 
British Aerospace PLC                                      12,500                 90,842         
 
British American Tobacco PLC                               2,800                  25,295         
 
British Petroleum Co. PLC                                  26,000                 383,126        
 
British Telecommunications PLC                             20,800                 270,588        
 
Cable & Wireless Communications PLC (a)                    13,000                 97,958         
 
Cadbury-Schweppes PLC                                      8,000                  122,573        
 
CGU PLC                                                    9,600                  152,152        
 
Diageo PLC                                                 8,100                  87,484         
 
GKN PLC Class L                                            4,400                  53,490         
 
Glaxo Wellcome PLC                                         14,300                 444,967        
 
COMMON STOCKS - CONTINUED                                                                        
 
                                                          SHARES                 VALUE (NOTE 1)  
 
UNITED KINGDOM - CONTINUED                                                                       
 
Kingfisher PLC                                             14,268                $ 125,312       
 
Lloyds TSB Group PLC                                       29,700                 366,778        
 
Misys PLC                                                  5,300                  37,186         
 
National Westminster Bank PLC                              4,300                  72,652         
 
Pearson PLC                                                6,500                  113,414        
 
Prudential Corp. PLC                                       7,600                  98,883         
 
Reed International PLC                                     7,000                  59,252         
 
Rentokil Initial PLC                                       20,000                 125,253        
 
RMC Industries, Inc.                                       5,100                  72,590         
 
Saatchi & Saatchi PLC                                      48,600                 94,402         
 
Schroders PLC                                              4,500                  85,525         
 
Scottish Hydro-Electric PLC                                9,100                  93,485         
 
Seton Scholl Healthcare Group PLC                          3,832                  48,446         
 
Shell Transport & Trading Co. PLC (Reg.)                   32,000                 195,946        
 
Siebe PLC                                                  6,400                  26,256         
 
SmithKline Beecham PLC                                     21,900                 279,151        
 
Somerfield PLC                                             12,000                 77,462         
 
Unilever PLC                                               24,200                 243,137        
 
Vodafone Group PLC                                         17,200                 231,494        
 
Wickes PLC                                                 36,100                 103,066        
 
Wimpey George PLC                                          5,100                  9,650          
 
Zeneca Group PLC                                           2,000                  76,826         
 
                                                                                  4,959,933      
 
UNITED STATES OF AMERICA - 0.5%                                                                  
 
Global TeleSystems Group, Inc. (a)                         3,000                  120,188        
 
TOTAL COMMON STOCKS                                                               21,236,927                  
(Cost $20,505,840)                                                                               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                          <C>      <C>       <C>             
NONCONVERTIBLE PREFERRED STOCKS - 3.5%                                          
 
                                                                                
 
GERMANY - 1.5%                                                                  
 
Dyckerhoff AG                                 240                73,712         
 
Porsche AG (non-vtg.)                         22                 37,908         
 
SAP AG (Systeme Anwendungen Produkte)         500                246,811        
 
                                                                 358,431        
 
NONCONVERTIBLE PREFERRED STOCKS - CONTINUED                                     
 
                                             SHARES             VALUE (NOTE 1)  
 
ITALY - 2.0%                                                                    
 
Telecom Italia Mobile Spa                     43,800            $ 155,647       
 
Telecom Italia Spa Risp                       62,000             314,578        
 
                                                                 470,225        
 
TOTAL NONCONVERTIBLE PREFERRED STOCKS                            828,656                  
(Cost $837,978)                                                                 
 
</TABLE>
 
CASH EQUIVALENTS - 7.9%                                                      
 
                                                                             
 
Taxable Central Cash Fund (b)           1,897,816                 1,897,816  
(Cost $1,897,816)                                                            
 
TOTAL INVESTMENT IN SECURITIES - 100%                           $ 23,963,399   
(Cost $23,241,634)                                                           
 
LEGEND
(a) Non-income producing
(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 4.96%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
(c) 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 $108,739 or 0.5% of net assets.
 
MARKET SECTOR DIVERSIFICATION (UNAUDITED)
As a Percentage of Total Value of Investment in Securities
 
AEROSPACE & DEFENSE           0.4%    
 
BASIC INDUSTRIES              1.8     
 
CASH EQUIVALENTS              7.9     
 
CONSTRUCTION & REAL ESTATE    1.6     
 
DURABLES                      4.3     
 
ENERGY                        4.7     
 
FINANCE                       21.4    
 
HEALTH                        12.9    
 
HOLDING COMPANIES             0.3     
 
INDUSTRIAL MACHINERY &        3.6     
 EQUIPMENT                            
 
MEDIA & LEISURE               3.7     
 
NONDURABLES                   5.4     
 
RETAIL & WHOLESALE            4.3     
 
SERVICES                      3.3     
 
TECHNOLOGY                    5.4     
 
TRANSPORTATION                0.3     
 
UTILITIES                      18.7   
 
                              100.0%  
 
INCOME TAX INFORMATION
At October 31, 1998, the aggregate cost of investment securities for
income tax purposes was $23,468,051. Net unrealized appreciation
aggregated $495,348, of which $1,735,496 related to appreciated
investment securities and $1,240,148 related to depreciated investment
securities.
At October 31, 1998, the fund had a capital loss carryforward of
approximately $2,310,991 which will expire on October 31, 2006.
 
FINANCIAL STATEMENTS
 
 
 
<TABLE>
<CAPTION>
<S>                                                         <C>         <C>           
STATEMENT OF ASSETS AND LIABILITIES
                                                                        OCTOBER 31, 1998 
 
ASSETS                                                                                
 
INVESTMENT IN SECURITIES, AT VALUE (COST $23,241,634) -                 $ 23,963,399  
SEE ACCOMPANYING SCHEDULE                                                             
 
RECEIVABLE FOR INVESTMENTS SOLD                                          1,020,683    
 
RECEIVABLE FOR FUND SHARES SOLD                                          69,573       
 
DIVIDENDS RECEIVABLE                                                     40,704       
 
INTEREST RECEIVABLE                                                      7,162        
 
RECEIVABLE FROM INVESTMENT ADVISER FOR EXPENSE REDUCTIONS                25,006       
 
 TOTAL ASSETS                                                            25,126,527   
 
LIABILITIES                                                                           
 
PAYABLE TO CUSTODIAN BANK                                   $ 88,496                  
 
PAYABLE FOR INVESTMENTS PURCHASED                            1,012,899                
 
PAYABLE FOR FUND SHARES REDEEMED                             5,923                    
 
OTHER PAYABLES AND ACCRUED EXPENSES                          96,757                   
 
 TOTAL LIABILITIES                                                       1,204,075    
 
NET ASSETS                                                              $ 23,922,452  
 
NET ASSETS CONSIST OF:                                                                
 
PAID IN CAPITAL                                                         $ 25,929,151  
 
ACCUMULATED NET INVESTMENT (LOSS)                                        (16,514)     
 
ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON                    (2,713,345)  
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS                                         
 
NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS                723,160      
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES                                      
 
NET ASSETS                                                              $ 23,922,452  
 
</TABLE>
 
STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
 OCTOBER 31, 1998                                                      
 
CALCULATION OF MAXIMUM OFFERING PRICE                          $10.07  
CLASS A:                                                               
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE                         
 ($859,804 (DIVIDED BY) 85,400 SHARES)                                 
 
MAXIMUM OFFERING PRICE PER SHARE (100/94.25 OF $10.07)         $10.68  
 
CLASS T:                                                       $10.04  
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE                         
 ($12,116,751 (DIVIDED BY) 1,206,627 SHARES)                           
 
MAXIMUM OFFERING PRICE PER SHARE (100/96.50 OF $10.04)         $10.40  
 
CLASS B:                                                       $9.99   
NET ASSET VALUE AND OFFERING PRICE PER SHARE                           
 ($4,047,217 (DIVIDED BY) 405,239 SHARES) A                            
 
CLASS C:                                                       $9.98   
NET ASSET VALUE AND OFFERING PRICE PER SHARE                           
($2,216,832 (DIVIDED BY) 222,160 SHARES) A                             
 
INSTITUTIONAL CLASS:                                           $10.09  
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE                   
 PER SHARE ($4,681,848 (DIVIDED BY) 464,227 SHARES)                    
 
A REDEMPTION PRICE PER SHARE IS EQUAL TO NET ASSET VALUE LESS ANY
APPLICABLE CONTINGENT DEFERRED SALES CHARGE.
 
<TABLE>
<CAPTION>
<S>                                                                  <C>           <C>            
STATEMENT OF OPERATIONS
                           NOVEMBER 3, 1997 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1998                                
 
INVESTMENT INCOME                                                                  $ 270,365      
DIVIDENDS                                                                                         
 
INTEREST                                                                            89,955        
 
                                                                                    360,320       
 
LESS FOREIGN TAXES WITHHELD                                                         (27,330)      
 
 TOTAL INCOME                                                                       332,990       
 
EXPENSES                                                                                          
 
MANAGEMENT FEE                                                       $ 116,243                    
 
TRANSFER AGENT FEES                                                   37,486                      
 
DISTRIBUTION FEES                                                     69,691                      
 
ACCOUNTING FEES AND EXPENSES                                          60,181                      
 
NON-INTERESTED TRUSTEES' COMPENSATION                                 50                          
 
CUSTODIAN FEES AND EXPENSES                                           167,909                     
 
REGISTRATION FEES                                                     171,349                     
 
AUDIT                                                                 29,059                      
 
LEGAL                                                                 84                          
 
FOREIGN TAX EXPENSE                                                   9,742                       
 
MISCELLANEOUS                                                         515                         
 
 TOTAL EXPENSES BEFORE REDUCTIONS                                     662,309                     
 
 EXPENSE REDUCTIONS                                                   (304,620)     357,689       
 
NET INVESTMENT INCOME (LOSS)                                                        (24,699)      
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                               
NET REALIZED GAIN (LOSS) ON:                                                                      
 
 INVESTMENT SECURITIES                                                (2,695,641)                 
 
 FOREIGN CURRENCY TRANSACTIONS                                        (26,451)      (2,722,092)   
 
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:                                          
 
 INVESTMENT SECURITIES                                                721,765                     
 
 ASSETS AND LIABILITIES IN FOREIGN CURRENCIES                         1,395         723,160       
 
NET GAIN (LOSS)                                                                     (1,998,932)   
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                                    $ (2,023,631)  
FROM OPERATIONS                                                                                   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                     <C>                
STATEMENT OF CHANGES IN NET ASSETS
                                                                        NOVEMBER 3, 1997   
                                                                        (COMMENCEMENT      
                                                                        OF OPERATIONS) TO  
                                                                        OCTOBER 31,        
                                                                        1998               
 
INCREASE (DECREASE) IN NET ASSETS                                                          
 
OPERATIONS                                                              $ (24,699)         
NET INVESTMENT INCOME (LOSS)                                                               
 
 NET REALIZED GAIN (LOSS)                                                (2,722,092)       
 
 CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION)                    723,160           
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING                         (2,023,631)       
FROM OPERATIONS                                                                            
 
SHARE TRANSACTIONS - NET INCREASE (DECREASE)                             25,946,083        
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                23,922,452        
 
NET ASSETS                                                                                 
 
 BEGINNING OF PERIOD                                                     -                 
 
 END OF PERIOD (INCLUDING ACCUMULATED NET INVESTMENT LOSS OF $16,514)   $ 23,922,452       
 
</TABLE>
 
<TABLE>
<CAPTION>
<S>                                                    <C>
FINANCIAL HIGHLIGHTS - CLASS A
                                                       PERIOD ENDED   
                                                       OCTOBER 31,    
 
                                                       1998 E         
 
SELECTED PER-SHARE DATA                                             
 
NET ASSET VALUE, BEGINNING OF PERIOD                   $ 10.00      
 
INCOME FROM INVESTMENT OPERATIONS                                   
 
 NET INVESTMENT INCOME D                                .00         
 
 NET REALIZED AND UNREALIZED GAIN (LOSS)                .07 G       
 
 TOTAL FROM INVESTMENT OPERATIONS                       .07         
 
NET ASSET VALUE, END OF PERIOD                         $ 10.07      
 
TOTAL RETURN B, C                                       .70%        
 
RATIOS AND SUPPLEMENTAL DATA                                        
 
NET ASSETS, END OF PERIOD (000 OMITTED)                $ 860        
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS                 2.06% A, F  
 
RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS    .03% A      
 
PORTFOLIO TURNOVER                                      199% A      
</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 NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E FOR THE PERIOD NOVEMBER 3, 1997 (COMMENCEMENT OF SALE OF CLASS A
SHARES) TO OCTOBER 31, 1998.
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 THE AMOUNTS SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH
THE AGGREGATE NET LOSS ON INVESTMENTS FOR THE PERIOD DUE TO THE TIMING
OF SALES AND REPURCHASES OF CLASS SHARES IN RELATION TO FLUCTUATING
MARKET VALUES OF THE INVESTMENTS OF THE FUND.
 
<TABLE>
<CAPTION>
<S>                                                           <C>
FINANCIAL HIGHLIGHTS - CLASS T
                                                              PERIOD ENDED   
                                                              OCTOBER 31,    
 
                                                              1998 E         
 
SELECTED PER-SHARE DATA                                                    
 
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 10.00      
 
INCOME FROM INVESTMENT OPERATIONS                                          
 
 NET INVESTMENT INCOME (LOSS) D                                (.03)       
 
 NET REALIZED AND UNREALIZED GAIN (LOSS)                       .07 G       
 
 TOTAL FROM INVESTMENT OPERATIONS                              .04         
 
NET ASSET VALUE, END OF PERIOD                                $ 10.04      
 
TOTAL RETURN B, C                                              .40%        
 
RATIOS AND SUPPLEMENTAL DATA                                               
 
NET ASSETS, END OF PERIOD (000 OMITTED)                       $ 12,117     
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS                        2.31% A, F  
 
RATIO OF NET INVESTMENT INCOME (LOSS) TO AVERAGE NET ASSETS    (.24)% A    
 
PORTFOLIO TURNOVER                                             199% A      
</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 NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
E FOR THE PERIOD NOVEMBER 3, 1997 (COMMENCEMENT OF SALE OF CLASS T
SHARES) TO OCTOBER 31, 1998.
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 THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH
THE AGGREGATE NET LOSS ON INVESTMENTS FOR THE PERIOD DUE TO THE TIMING
OF SALES AND REPURCHASES OF CLASS SHARES IN RELATION TO FLUCTUATING
MARKET VALUES OF THE INVESTMENTS OF THE FUND.
 
<TABLE>
<CAPTION>
<S>                                                           <C>
FINANCIAL HIGHLIGHTS - CLASS B
                                                              PERIOD ENDED   
                                                              OCTOBER 31,    
 
                                                              1998 E         
 
SELECTED PER-SHARE DATA                                                    
 
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 10.00      
 
INCOME FROM INVESTMENT OPERATIONS                                          
 
 NET INVESTMENT INCOME (LOSS) D                                (.07)       
 
 NET REALIZED AND UNREALIZED GAIN (LOSS)                       .06 G       
 
 TOTAL FROM INVESTMENT OPERATIONS                              (.01)       
 
NET ASSET VALUE, END OF PERIOD                                $ 9.99       
 
TOTAL RETURN B, C                                              (.10)%      
 
RATIOS AND SUPPLEMENTAL DATA                                               
 
NET ASSETS, END OF PERIOD (000 OMITTED)                       $ 4,047      
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS                        2.81% A, F  
 
RATIO OF NET INVESTMENT INCOME (LOSS) TO AVERAGE NET ASSETS    (.70)% A    
 
PORTFOLIO TURNOVER                                             199% A      
</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 (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
E FOR THE PERIOD NOVEMBER 3, 1997 (COMMENCEMENT OF SALE OF CLASS B
SHARES) TO OCTOBER 31, 1998.
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 THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH
THE AGGREGATE NET LOSS ON INVESTMENTS FOR THE PERIOD DUE TO THE TIMING
OF SALES AND REPURCHASES OF CLASS SHARES IN RELATION TO FLUCTUATING
MARKET VALUES OF THE INVESTMENTS OF THE FUND.
 
<TABLE>
<CAPTION>
<S>                                                           <C>
FINANCIAL HIGHLIGHTS - CLASS C
                                                              PERIOD ENDED   
                                                              OCTOBER 31,    
 
                                                              1998 E         
 
SELECTED PER-SHARE DATA                                                    
 
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 10.00      
 
INCOME FROM INVESTMENT OPERATIONS                                          
 
 NET INVESTMENT INCOME (LOSS) D                                (.08)       
 
 NET REALIZED AND UNREALIZED GAIN (LOSS)                       .06 G       
 
 TOTAL FROM INVESTMENT OPERATIONS                              (.02)       
 
NET ASSET VALUE, END OF PERIOD                                $ 9.98       
 
TOTAL RETURN B, C                                              (.20)%      
 
RATIOS AND SUPPLEMENTAL DATA                                               
 
NET ASSETS, END OF PERIOD (000 OMITTED)                       $ 2,217      
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS                        2.81% A, F  
 
RATIO OF NET INVESTMENT INCOME (LOSS) TO AVERAGE NET ASSETS    (.75)% A    
 
PORTFOLIO TURNOVER                                             199% A      
</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 (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
E FOR THE PERIOD NOVEMBER 3, 1997 (COMMENCEMENT OF SALE OF CLASS C
SHARES) TO OCTOBER 31, 1998.
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 THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH
THE AGGREGATE NET LOSS ON INVESTMENTS FOR THE PERIOD DUE TO THE TIMING
OF SALES AND REPURCHASES OF CLASS SHARES IN RELATION TO FLUCTUATING
MARKET VALUES OF THE INVESTMENTS OF THE FUND.
 
<TABLE>
<CAPTION>
<S>                                                    <C>
FINANCIAL HIGHLIGHTS - INSTITUTIONAL CLASS
                                                       PERIOD ENDED   
                                                       OCTOBER 31,    
 
                                                       1998 E         
 
SELECTED PER-SHARE DATA                                             
 
NET ASSET VALUE, BEGINNING OF PERIOD                   $ 10.00      
 
INCOME FROM INVESTMENT OPERATIONS                                   
 
 NET INVESTMENT INCOME D                                .04         
 
 NET REALIZED AND UNREALIZED GAIN (LOSS)                .05 G       
 
 TOTAL FROM INVESTMENT OPERATIONS                       .09         
 
NET ASSET VALUE, END OF PERIOD                         $ 10.09      
 
TOTAL RETURN B, C                                       .90%        
 
RATIOS AND SUPPLEMENTAL DATA                                        
 
NET ASSETS, END OF PERIOD (000 OMITTED)                $ 4,682      
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS                 1.81% A, F  
 
RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS    .34% A      
 
PORTFOLIO TURNOVER                                      199% A      
</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 FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
E FOR THE PERIOD NOVEMBER 3, 1997 (COMMENCEMENT OF SALE OF
INSTITUTIONAL CLASS SHARES) TO OCTOBER 31, 1998.
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 THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH
THE AGGREGATE NET LOSS ON INVESTMENTS FOR THE PERIOD DUE TO THE TIMING
OF SALES AND REPURCHASES OF CLASS SHARES IN RELATION TO FLUCTUATING
MARKET VALUES OF THE INVESTMENTS OF THE FUND.
 
NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1998
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Advisor International Capital Appreciation Fund(the fund) is
a fund of Fidelity Advisor Series VIII (the trust) and is authorized
to issue an unlimited number of shares. The trust is registered under
the Investment Company Act of 1940, as amended, as an open-end
management investment company organized as a Massachusetts business
trust.
The fund offers Class A, Class T, Class B, Class C, and Institutional
Class shares, each of which has equal rights as to assets and voting
privileges. Each class has exclusive voting rights with respect to
matters that affect that class. Investment income, realized and
unrealized capital gains and losses, the common expenses of the fund,
and certain fund-level expense reductions, if any, are allocated on a
pro rata basis to each class based on the relative net assets of each
class to the total net assets of the fund. Each class of shares
differs in its respective distribution, transfer agent, and certain
other class-specific fees, expenses, and expense reductions.
The financial statements have been prepared in conformity with
generally accepted accounting principles which require management to
make certain estimates and assumptions at the date of the financial
statements. The following summarizes the significant accounting
policies of the fund:
SECURITY VALUATION. Securities for which 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 trading or events occurring in other markets
after the close of the principal market in which securities are traded
are expected to materially affect the value of those securities, then
they are valued at their fair value taking this trading or these
events into account. Fair value is determined in good faith under
consistently applied procedures under the general supervision of the
Board of Trustees. 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.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases
and sales of securities, income receipts and expense payments are
translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
FOREIGN CURRENCY TRANSLATION - CONTINUED
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, and gains and losses between trade
date and settlement on purchases and sales of securities. The effects
of changes in foreign currency exchange rates on investments in
securities are included with the net realized and unrealized gain or
loss on investment securities.
INCOME TAXES. The fund intends to qualify as a regulated investment
company under Subchapter M of the Internal Revenue Code. By so
qualifying, the fund will not be subject to 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 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
among 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. 
Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences may result in distribution
reclassifications.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Accumulated net investment loss 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.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.
2. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated
securities. Losses may arise from changes in the value of the foreign
currency or if the counterparties do not perform under the contracts'
terms. The U.S. dollar value of foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with
other affiliated entities of Fidelity Management & Research Company
(FMR), may transfer uninvested cash balances into one or more joint
trading accounts. These balances are invested in one or more
repurchase agreements for U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above. 
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by
the SEC, the fund may invest in the Taxable Central Cash Fund (the
Cash Fund) managed by Fidelity Investments Money Management, Inc., an
affiliate of FMR. The Cash Fund is an open-end money market fund
available only to investment companies and other accounts managed by
FMR and its affiliates. The Cash Fund seeks preservation of capital,
liquidity, and current income by investing in U.S. Treasury securities
and repurchase agreements for these securities. Income distributions
from the Cash Fund are declared daily and paid monthly from net
interest income. Income distributions earned by the fund are recorded
as interest income in the accompanying financial statements.
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 $51,743,649 and $27,704,190.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a
monthly fee that is calculated on the basis of a group fee rate plus a
fixed individual fund fee rate applied to the average net assets of
the fund. The group fee rate is the weighted average of a series of
rates and is based on the monthly average net assets of all the mutual
funds advised by FMR. The rates 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. For the period, the management
fee was equivalent to an annualized rate of .73% of average net
assets.
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 Limited
(FIJ). 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. A portion of this fee may be reallowed to securities
dealers, banks and other financial institutions for the distribution
of each class of shares and providing shareholder support services.
For the period, this fee was based on the following annual rates of
the average net assets of each applicable class:
 
CLASS A    .25%     
 
CLASS T    .50%     
 
CLASS B    1.00% *  
 
CLASS C    1.00% *  
 
* .75% REPRESENTS A DISTRIBUTION FEE AND .25% REPRESENTS A SHAREHOLDER
SERVICE FEE.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
DISTRIBUTION AND SERVICE PLAN - CONTINUED
For the period, each class paid FDC the following amounts, a portion
of which was retained by FDC:
 
          PAID TO   RETAINED  
          FDC       BY FDC    
 
CLASS A   $ 1,366   $ 254     
 
CLASS T    33,900    3,411    
 
CLASS B    22,091    16,739   
 
CLASS C    12,334    12,325   
 
          $ 69,691  $ 32,729  
 
Under the Plans, FMR may use its resources to pay administrative and
promotional expenses related to the sale of each class' shares. The
Plans also authorize payments to third parties that assist in the sale
of each class' shares or render shareholder support services. For the
period, the following amounts were paid to third parties under the
Plans:
 
CLASS A               $ 57    
 
CLASS T                75     
 
CLASS B                58     
 
CLASS C                3,752  
 
INSTITUTIONAL CLASS    3      
 
SALES LOAD. FDC receives a front-end sales charge of up to 5.75% for
selling Class A shares, and 3.50% for selling Class T shares of the
fund. FDC receives the proceeds of contingent deferred sales charges
levied on Class B share redemptions occurring within six years of
purchase and Class C share redemptions occurring within one year of
purchase. Contingent deferred sales charges are based on declining
rates ranging from 5% to 1% for Class B and 1% for Class C, of the
lesser of the cost of shares at the initial date of purchase or the
net asset value of the redeemed shares, excluding any reinvested
dividends and capital gains. In addition, purchases of Class A and
Class T shares that were subject to a finder's fee bear a contingent
deferred sales charge on assets that do not remain in the fund for at
least one year. The Class A and Class T contingent deferred sales
charge is based on 0.25% of the lesser of the cost of shares at the
initial date of purchase or the net asset value of the redeemed
shares, excluding any reinvested dividends and capital gains. A
portion of the sales charges paid to FDC are paid to securities
dealers, banks and other financial institutions.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
SALES LOAD - CONTINUED
For the period, sales charge amounts paid to and retained by FDC were
as follows:
 
          PAID TO   RETAINED BY   
          FDC       FDC           
 
CLASS A   $ 16,408  $ 5,206       
 
CLASS T    68,287    18,616       
 
CLASS B    5,042     5,042 *      
 
CLASS C    1,231     1,231 *      
 
          $ 90,968  $ 30,095      
 
* WHEN CLASS B AND CLASS C SHARES ARE INITIALLY SOLD, FDC PAYS
COMMISSIONS FROM ITS OWN RESOURCES TO SECURITIES DEALERS, 
 BANKS, AND OTHER FINANCIAL INSTITUTIONS THROUGH WHICH THE SALES ARE
MADE.
TRANSFER AGENT FEES. Fidelity Investments Institutional Operations
Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend
disbursing and shareholder servicing agent for each class of the fund.
FIIOC receives account fees and asset-based fees that vary according
to the account size and type of account of the shareholders of the
respective classes of the fund. FIIOC pays for typesetting, printing
and mailing of all shareholder reports, except proxy statements. For
the period, the following amounts were paid to FIIOC:
 
                       AMOUNT    % OF        
                                 AVERAGE     
                                 NET ASSETS  
 
CLASS A                $ 2,185   .39 *       
 
CLASS T                 18,048   .26 *       
 
CLASS B                 6,354    .28 *       
 
CLASS C                 4,132    .33 *       
 
INSTITUTIONAL CLASS     6,767    .14 *       
 
                       $ 37,486              
 
* ANNUALIZED
ACCOUNTING FEES. Fidelity Service Company, Inc., an affiliate of FMR,
maintains each 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 $105 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 of the following classes:
 
                      FMR          REIMBURSEMENT  
                      EXPENSE                     
                      LIMITATIONS                 
 
CLASS A               2.00%        $ 24,491       
 
CLASS T               2.25%         115,233       
 
CLASS B               2.75%         48,536        
 
CLASS C               2.75%         32,831        
 
INSTITUTIONAL CLASS   1.75%         82,787        
 
                                   $ 303,878      
 
Effective December 1, 1998, Class A, Class T, Class B, Class C and
Institutional Class expense limitations were changed to 1.70%, 1.95%,
2.45%, 2.45% and 1.45% 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 $481 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 $261 under the custodian
arrangement.
6. BENEFICIAL INTEREST.
At the end of the period, FMR and its affiliates were record owners of
approximately 21% of the total outstanding shares of the fund.
7. SHARE TRANSACTIONS.
Share transactions for each class of shares were as follows:
 
                          SHARES       DOLLARS       
 
                          YEAR ENDED   YEAR ENDED    
                          OCTOBER 31,  OCTOBER 31,   
 
                          1998 A       1998 A        
 
                                                     
 
CLASS A                    103,525     $ 1,119,865   
SHARES SOLD                                          
 
SHARES REDEEMED            (18,125)     (186,338)    
 
NET INCREASE (DECREASE)    85,400      $ 933,527     
 
CLASS T                    1,397,855   $ 15,422,063  
SHARES SOLD                                          
 
SHARES REDEEMED            (191,228)    (1,955,961)  
 
NET INCREASE (DECREASE)    1,206,627   $ 13,466,102  
 
CLASS B                    456,271     $ 5,032,634   
SHARES SOLD                                          
 
SHARES REDEEMED            (51,032)     (570,862)    
 
NET INCREASE (DECREASE)    405,239     $ 4,461,772   
 
CLASS C                    260,112     $ 2,832,954   
SHARES SOLD                                          
 
SHARES REDEEMED            (37,952)     (392,926)    
 
NET INCREASE (DECREASE)    222,160     $ 2,440,028   
 
INSTITUTIONAL CLASS        464,227     $ 4,644,654   
SHARES SOLD                                          
 
A SHARE TRANSACTIONS FOR CLASS A, T, B, C, AND INSTITUTIONAL CLASS ARE
FOR THE PERIOD NOVEMBER 3, 1997 (COMMENCEMENT OF SALE OF SHARES) TO 
 OCTOBER 31, 1998.
8. REGISTRATION FEES.
For the period, each class paid the following amounts to register its
shares for sale:
                      REGISTRATION  
                      FEES          
 
CLASS A               $ 19,057      
 
CLASS T                62,259       
 
CLASS B                31,244       
 
CLASS C                22,362       
 
INSTITUTIONAL CLASS    36,427       
 
                      $ 171,349     
 
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Advisor Series VIII and the Shareholders
of Fidelity Advisor International Capital Appreciation 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 International Capital Appreciation Fund (a fund of
Fidelity Advisor Series VIII) at October 31, 1998, and the results of
its operations, the changes in its net assets and the financial
highlights for the period November 3, 1997 (commencement of
operations) to October 31, 1998, 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 International Capital
Appreciation Fund's management; our responsibility is to express an
opinion on these financial statements based on our audit. We conducted
our audit 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 audit, which included confirmation of securities at October
31, 1998 by correspondence with the custodian and brokers, provides a
reasonable basis for the opinion expressed above.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
December 11, 1998
 
 
 
 
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
Richard Spillane, Jr., Vice President
Kevin McCarey, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *
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
Brown Brothers Harriman & Co.
Boston, MA
 
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 TechnoQuantSM
Growth Fund
Fidelity Advisor Small Cap Fund
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
 
AICAPI-ANN-1298  66783
1.711986.100
 
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
MONEY MARKET FUNDS
Prime Fund
Treasury Fund
Tax-Exempt Fund
 
(FIDELITY_LOGO_GRAPHIC)(registered trademark)
 
 
 
(2_FIDELITY_LOGOS)(REGISTERED TRADEMARK)
 
FIDELITY ADVISOR
OVERSEAS
FUND - CLASS A, CLASS T, CLASS B AND CLASS C
 
ANNUAL REPORT
OCTOBER 31, 1998
 
CONTENTS
 
 
PRESIDENT'S MESSAGE     3   NED JOHNSON ON INVESTING STRATEGIES.        
 
PERFORMANCE             4   HOW THE FUND HAS DONE OVER TIME.            
 
FUND TALK               12  THE MANAGER'S REVIEW OF FUND                
                            PERFORMANCE, STRATEGY AND OUTLOOK.          
 
INVESTMENT CHANGES      15  A SUMMARY OF MAJOR SHIFTS IN THE FUND'S     
                            INVESTMENTS OVER THE PAST SIX MONTHS.       
 
INVESTMENTS             16  A COMPLETE LIST OF THE FUND'S INVESTMENTS   
                            WITH THEIR MARKET VALUES.                   
 
FINANCIAL STATEMENTS    29  STATEMENTS OF ASSETS AND LIABILITIES,       
                            OPERATIONS, AND CHANGES IN NET ASSETS,      
                            AS WELL AS FINANCIAL HIGHLIGHTS.            
 
NOTES                   38  NOTES TO THE FINANCIAL STATEMENTS.          
 
REPORT OF INDEPENDENT   48  THE AUDITORS' OPINION.                      
ACCOUNTANTS                                                             
 
DISTRIBUTIONS           49                                              
 
 
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:
What a difference one month can make. The stock and bond markets did
an about-face in October, as renewed optimism in many emerging markets
and more encouraging corporate earnings forecasts in the U.S. replaced
the concerns that had shaped the financial markets in recent months.
Equity markets worldwide bounced back strongly, while the major U.S.
bond indexes were off slightly as the flight to safety eased. 
While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.
First, investors are encouraged to take a long-term view of their
portfolios. If you can afford to leave your money invested through the
inevitable up and down cycles of the financial markets, you will
greatly reduce your vulnerability to any single decline. We know from
experience, for example, that stock prices have gone up over longer
periods of time, have significantly outperformed other types of
investments and have stayed ahead of inflation. 
Second, you can further manage your investing risk through
diversification. A stock mutual fund, for instance, is already
diversified, because it invests in many different companies. You can
increase your diversification further by investing in a number of
different stock funds, or in such other investment categories as
bonds. If you have a short investment time horizon, you might want to
consider moving some of your investment into a money market fund,
which seeks income and a stable share price by investing in
high-quality, short-term investments. Of course, it's important to
remember that there is no assurance that a money market fund will
achieve its goal of maintaining a stable net asset value of $1.00 per
share, and that these types of funds are neither insured nor
guaranteed by any agency of the U.S. government.
Finally, no matter what your time horizon or portfolio diversity, it
makes good sense to follow a regular investment plan, investing a
certain amount of money in a fund at the same time each month or
quarter and periodically reviewing your overall portfolio. By doing
so, you won't get caught up in the excitement of a rapidly rising
market, nor will you buy all your shares at market highs. While this
strategy - known as dollar cost averaging - won't assure a profit or
protect you from a loss in a declining market, it should help you
lower the average cost of your purchases. Of course, you should
consider your financial ability to continue your purchases through
periods of low price levels before undertaking such a strategy.
Remember to contact your investment professional if you need help with
your investments.
Best regards,
Edward C. Johnson 3d
 
FIDELITY ADVISOR 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 shares' 0.50% 12b-1 fee (0.65% prior to
January 1, 1996). If Fidelity had not reimbursed certain class
expenses, the total returns would have been lower. Prior to December
1, 1992, Fidelity Advisor Overseas Fund operated under a different
investment objective. Accordingly, the fund's historical performance
may not represent its current investment policies.
 
CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1998        PAST 1  PAST 5  LIFE OF  
                                      YEAR    YEARS   FUND     
 
FIDELITY ADV OVERSEAS - CL A          3.73%   45.79%  95.00%   
 
FIDELITY ADV OVERSEAS - CL A          -2.24%  37.41%  83.79%   
 (INCL. 5.75% SALES CHARGE)                                    
 
MSCI EAFE(REGISTERED TRADEMARK)       9.89%   39.58%  76.78%   
 
INTERNATIONAL FUNDS AVERAGE           4.07%   41.60%  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 489 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, 1998   PAST 1  PAST 5  LIFE OF  
                                 YEAR    YEARS   FUND     
 
FIDELITY ADV OVERSEAS - CL A     3.73%   7.83%   8.14%    
 
FIDELITY ADV OVERSEAS - CL A     -2.24%  6.56%   7.40%    
 (INCL. 5.75% SALES CHARGE)                               
 
MSCI EAFE                        9.89%   6.90%   6.91%    
 
INTERNATIONAL FUNDS AVERAGE      4.07%   7.02%   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
             FA Overseas -CL A           MS EAFE Index (Net)
             00252                       MS001
  1990/04/23       9425.00                    10000.00
  1990/04/30       9321.33                     9870.12
  1990/05/31       9726.60                    10996.32
  1990/06/30      10216.70                    10899.46
  1990/07/31      10819.90                    11052.99
  1990/08/31       9528.68                     9979.65
  1990/09/30       8718.13                     8588.84
  1990/10/31       9000.88                     9927.15
  1990/11/30       9010.30                     9341.56
  1990/12/31       8922.92                     9492.89
  1991/01/31       9141.47                     9799.94
  1991/02/28       9550.08                    10850.48
  1991/03/31       9017.94                    10199.10
  1991/04/30       9008.44                    10299.26
  1991/05/31       9017.94                    10406.73
  1991/06/30       8343.26                     9642.03
  1991/07/31       8818.39                    10115.76
  1991/08/31       8951.42                     9910.33
  1991/09/30       9417.05                    10468.87
  1991/10/31       9293.52                    10617.27
  1991/11/30       9055.95                    10121.61
  1991/12/31       9527.78                    10644.32
  1992/01/31       9556.71                    10416.96
  1992/02/29       9778.51                    10044.12
  1992/03/31       9479.56                     9381.04
  1992/04/30       9971.38                     9425.64
  1992/05/31      10376.41                    10056.55
  1992/06/30      10212.47                     9579.54
  1992/07/31       9817.08                     9334.37
  1992/08/31       9547.06                     9919.83
  1992/09/30       9402.41                     9723.94
  1992/10/31       8746.65                     9213.87
  1992/11/30       8630.93                     9300.58
  1992/12/31       9067.23                     9348.68
  1993/01/31       9525.46                     9347.54
  1993/02/28       9730.21                     9629.89
  1993/03/31      10324.94                    10469.29
  1993/04/30      11124.41                    11462.85
  1993/05/31      11416.91                    11704.95
  1993/06/30      11104.92                    11522.33
  1993/07/31      11650.90                    11925.66
  1993/08/31      12421.13                    12569.45
  1993/09/30      12294.38                    12286.52
  1993/10/31      12606.37                    12665.16
  1993/11/30      12118.88                    11558.09
  1993/12/31      12860.60                    12392.67
  1994/01/31      13710.16                    13440.41
  1994/02/28      13524.62                    13403.18
  1994/03/31      13182.85                    12825.89
  1994/04/30      13749.22                    13370.08
  1994/05/31      13495.33                    13293.32
  1994/06/30      13387.91                    13481.18
  1994/07/31      13729.69                    13610.83
  1994/08/31      13856.64                    13933.07
  1994/09/30      13426.97                    13494.24
  1994/10/31      13729.69                    13943.59
  1994/11/30      13192.61                    13273.46
  1994/12/31      13115.01                    13356.58
  1995/01/31      12573.88                    12843.48
  1995/02/28      12603.39                    12806.62
  1995/03/31      12996.94                    13605.38
  1995/04/30      13380.65                    14117.06
  1995/05/31      13528.23                    13948.78
  1995/06/30      13626.62                    13704.16
  1995/07/31      14216.94                    14557.33
  1995/08/31      13803.72                    14002.02
  1995/09/30      13970.98                    14275.48
  1995/10/31      13695.49                    13891.75
  1995/11/30      13823.39                    14278.28
  1995/12/31      14248.20                    14853.55
  1996/01/31      14505.82                    14914.53
  1996/02/29      14535.54                    14964.95
  1996/03/31      14743.62                    15282.75
  1996/04/30      15130.04                    15727.07
  1996/05/31      15130.04                    15437.66
  1996/06/30      15239.03                    15524.55
  1996/07/31      14793.16                    15070.80
  1996/08/31      14892.24                    15103.83
  1996/09/30      15308.39                    15505.07
  1996/10/31      15149.86                    15346.41
  1996/11/30      15932.62                    15957.02
  1996/12/31      16008.37                    15751.75
  1997/01/31      16008.37                    15203.59
  1997/02/28      16365.04                    15455.97
  1997/03/31      16501.42                    15514.70
  1997/04/30      16627.30                    15600.03
  1997/05/31      17665.85                    16618.24
  1997/06/30      18589.01                    17537.23
  1997/07/31      19218.43                    17823.44
  1997/08/31      17770.76                    16494.71
  1997/09/30      19082.06                    17421.22
  1997/10/31      17718.30                    16086.58
  1997/11/30      17655.36                    15925.71
  1997/12/31      17792.98                    16067.61
  1998/01/31      18367.31                    16805.43
  1998/02/28      19392.09                    17886.86
  1998/03/31      20259.22                    18441.00
  1998/04/30      20811.02                    18590.00
  1998/05/31      20777.24                    18503.19
  1998/06/30      20563.27                    18646.59
  1998/07/31      20720.93                    18839.02
  1998/08/31      16948.37                    16508.44
  1998/09/30      16903.33                    16005.92
  1998/10/30      18378.57                    17678.06
IMATRL PRASUN   SHR__CHT 19981031 19981106 160806 R00000000000106
 
$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 5.75% sales charge was
paid. As the chart shows, by October 31, 1998, the value of the
investment would have grown to $18,379 - an 83.79% 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 $17,678 - a 76.78% 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
 
 
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). Prior to December 1, 1992, Fidelity Advisor Overseas Fund
operated under a different investment objective. Accordingly, the
fund's historical performance may not represent its current investment
policies.
 
CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1998        PAST 1  PAST 5  LIFE OF  
                                      YEAR    YEARS   FUND     
 
FIDELITY ADV OVERSEAS - CL T          3.57%   45.80%  95.02%   
 
FIDELITY ADV OVERSEAS - CL T          -0.06%  40.70%  88.19%   
 (INCL. 3.50% SALES CHARGE)                                    
 
MSCI EAFE                             9.89%   39.58%  76.78%   
 
INTERNATIONAL FUNDS AVERAGE           4.07%   41.60%  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 489 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, 1998   PAST 1  PAST 5  LIFE OF  
                                 YEAR    YEARS   FUND     
 
FIDELITY ADV OVERSEAS - CL T     3.57%   7.83%   8.15%    
 
FIDELITY ADV OVERSEAS - CL T     -0.06%  7.07%   7.70%    
 (INCL. 3.50% SALES CHARGE)                               
 
MSCI EAFE                        9.89%   6.90%   6.91%    
 
INTERNATIONAL FUNDS AVERAGE      4.07%   7.02%   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
             FA Overseas -CL T           MS EAFE Index (Net)
             00175                       MS001
  1990/04/23       9650.00                    10000.00
  1990/04/30       9543.85                     9870.12
  1990/05/31       9958.80                    10996.32
  1990/06/30      10460.60                    10899.46
  1990/07/31      11078.20                    11052.99
  1990/08/31       9756.15                     9979.65
  1990/09/30       8926.25                     8588.84
  1990/10/31       9215.75                     9927.15
  1990/11/30       9225.40                     9341.56
  1990/12/31       9135.93                     9492.89
  1991/01/31       9359.71                     9799.94
  1991/02/28       9778.07                    10850.48
  1991/03/31       9233.22                    10199.10
  1991/04/30       9223.49                    10299.26
  1991/05/31       9233.22                    10406.73
  1991/06/30       8542.43                     9642.03
  1991/07/31       9028.91                    10115.76
  1991/08/31       9165.12                     9910.33
  1991/09/30       9641.86                    10468.87
  1991/10/31       9515.38                    10617.27
  1991/11/30       9272.14                    10121.61
  1991/12/31       9755.23                    10644.32
  1992/01/31       9784.85                    10416.96
  1992/02/29      10011.95                    10044.12
  1992/03/31       9705.86                     9381.04
  1992/04/30      10209.42                     9425.64
  1992/05/31      10624.12                    10056.55
  1992/06/30      10456.27                     9579.54
  1992/07/31      10051.44                     9334.37
  1992/08/31       9774.98                     9919.83
  1992/09/30       9626.87                     9723.94
  1992/10/31       8955.46                     9213.87
  1992/11/30       8836.98                     9300.58
  1992/12/31       9283.69                     9348.68
  1993/01/31       9752.86                     9347.54
  1993/02/28       9962.49                     9629.89
  1993/03/31      10571.42                    10469.29
  1993/04/30      11389.98                    11462.85
  1993/05/31      11689.46                    11704.95
  1993/06/30      11370.02                    11522.33
  1993/07/31      11929.04                    11925.66
  1993/08/31      12717.65                    12569.45
  1993/09/30      12587.88                    12286.52
  1993/10/31      12907.32                    12665.16
  1993/11/30      12408.19                    11558.09
  1993/12/31      13167.62                    12392.67
  1994/01/31      14037.46                    13440.41
  1994/02/28      13847.49                    13403.18
  1994/03/31      13497.56                    12825.89
  1994/04/30      14077.45                    13370.08
  1994/05/31      13817.50                    13293.32
  1994/06/30      13707.52                    13481.18
  1994/07/31      14057.46                    13610.83
  1994/08/31      14187.43                    13933.07
  1994/09/30      13747.51                    13494.24
  1994/10/31      14057.46                    13943.59
  1994/11/30      13507.56                    13273.46
  1994/12/31      13428.10                    13356.58
  1995/01/31      12874.05                    12843.48
  1995/02/28      12904.27                    12806.62
  1995/03/31      13307.21                    13605.38
  1995/04/30      13700.08                    14117.06
  1995/05/31      13851.19                    13948.78
  1995/06/30      13951.92                    13704.16
  1995/07/31      14556.34                    14557.33
  1995/08/31      14133.25                    14002.02
  1995/09/30      14304.50                    14275.48
  1995/10/31      14022.44                    13891.75
  1995/11/30      14153.40                    14278.28
  1995/12/31      14588.34                    14853.55
  1996/01/31      14852.11                    14914.53
  1996/02/29      14882.54                    14964.95
  1996/03/31      15095.59                    15282.75
  1996/04/30      15491.24                    15727.07
  1996/05/31      15491.24                    15437.66
  1996/06/30      15602.83                    15524.55
  1996/07/31      15146.31                    15070.80
  1996/08/31      15247.76                    15103.83
  1996/09/30      15683.99                    15505.07
  1996/10/31      15521.67                    15346.41
  1996/11/30      16323.12                    15957.02
  1996/12/31      16398.87                    15751.75
  1997/01/31      16398.87                    15203.59
  1997/02/28      16772.54                    15455.97
  1997/03/31      16911.33                    15514.70
  1997/04/30      17039.45                    15600.03
  1997/05/31      18107.08                    16618.24
  1997/06/30      19057.28                    17537.23
  1997/07/31      19708.54                    17823.44
  1997/08/31      18224.52                    16494.71
  1997/09/30      19559.07                    17421.22
  1997/10/31      18171.14                    16086.58
  1997/11/30      18107.08                    15925.71
  1997/12/31      18248.38                    16067.61
  1998/01/31      18819.35                    16805.43
  1998/02/28      19869.95                    17886.86
  1998/03/31      20760.67                    18441.00
  1998/04/30      21320.23                    18590.00
  1998/05/31      21274.55                    18503.19
  1998/06/30      21057.58                    18646.59
  1998/07/31      21217.45                    18839.02
  1998/08/31      17346.24                    16508.44
  1998/09/30      17311.98                    16005.92
  1998/10/30      18819.35                    17678.06
IMATRL PRASUN   SHR__CHT 19981031 19981106 162021 R00000000000106
 
$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 3.50% sales charge was
paid. As the chart shows, by October 31, 1998, the value of the
investment would have grown to $18,819 - an 88.19% 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 $17,678 - a 76.78% 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 fee. Returns prior to July 3,
1995 are those of Class T, the original class of the fund, and reflect
Class T shares' prior 0.65% 12b-1 fee. Had Class B shares' 12b-1 fee
been reflected, returns prior to July 3, 1995 would have been lower.
Class B shares' 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 total returns would have been lower. Prior to
December 1, 1992, Fidelity Advisor Overseas Fund operated under a
different investment objective. Accordingly, the fund's historical
performance may not represent its current investment policies.
 
CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1998                  PAST 1   PAST 5   LIFE OF   
                                                YEAR     YEARS    FUND      
 
FIDELITY ADV OVERSEAS - CL B                    3.00%    42.95%   91.20%    
 
FIDELITY ADV OVERSEAS - CL B                    -1.81%   40.95%   91.20%    
 (INCL. CONTINGENT DEFERRED SALES CHARGE)                                   
 
MSCI EAFE                                       9.89%    39.58%   76.78%    
 
INTERNATIONAL FUNDS AVERAGE                     4.07%    41.60%   N/A       
 
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 489 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, 1998             PAST 1  PAST 5  LIFE OF  
                                           YEAR    YEARS   FUND     
 
FIDELITY ADV OVERSEAS - CL B               3.00%   7.41%   7.90%    
 
FIDELITY ADV OVERSEAS - CL B               -1.81%  7.11%   7.90%    
 (INCL. CONTINGENT DEFERRED SALES CHARGE)                           
 
MSCI EAFE                                  9.89%   6.90%   6.91%    
 
INTERNATIONAL FUNDS AVERAGE                4.07%   7.02%   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
             FA Overseas -CL B           MS EAFE Index (Net)
             00654                       MS001
  1990/04/23      10000.00                    10000.00
  1990/04/30       9890.00                     9870.12
  1990/05/31      10320.00                    10996.32
  1990/06/30      10840.00                    10899.46
  1990/07/31      11480.00                    11052.99
  1990/08/31      10110.00                     9979.65
  1990/09/30       9250.00                     8588.84
  1990/10/31       9550.00                     9927.15
  1990/11/30       9560.00                     9341.56
  1990/12/31       9467.28                     9492.89
  1991/01/31       9699.18                     9799.94
  1991/02/28      10132.72                    10850.48
  1991/03/31       9568.11                    10199.10
  1991/04/30       9558.02                    10299.26
  1991/05/31       9568.11                    10406.73
  1991/06/30       8852.26                     9642.03
  1991/07/31       9356.38                    10115.76
  1991/08/31       9497.53                     9910.33
  1991/09/30       9991.56                    10468.87
  1991/10/31       9860.49                    10617.27
  1991/11/30       9608.44                    10121.61
  1991/12/31      10109.05                    10644.32
  1992/01/31      10139.74                    10416.96
  1992/02/29      10375.08                    10044.12
  1992/03/31      10057.89                     9381.04
  1992/04/30      10579.71                     9425.64
  1992/05/31      11009.45                    10056.55
  1992/06/30      10835.51                     9579.54
  1992/07/31      10416.00                     9334.37
  1992/08/31      10129.51                     9919.83
  1992/09/30       9976.03                     9723.94
  1992/10/31       9280.27                     9213.87
  1992/11/30       9157.49                     9300.58
  1992/12/31       9620.40                     9348.68
  1993/01/31      10106.59                     9347.54
  1993/02/28      10323.83                     9629.89
  1993/03/31      10954.84                    10469.29
  1993/04/30      11803.09                    11462.85
  1993/05/31      12113.43                    11704.95
  1993/06/30      11782.40                    11522.33
  1993/07/31      12361.70                    11925.66
  1993/08/31      13178.91                    12569.45
  1993/09/30      13044.43                    12286.52
  1993/10/31      13375.46                    12665.16
  1993/11/30      12858.23                    11558.09
  1993/12/31      13645.20                    12392.67
  1994/01/31      14546.59                    13440.41
  1994/02/28      14349.73                    13403.18
  1994/03/31      13987.11                    12825.89
  1994/04/30      14588.03                    13370.08
  1994/05/31      14318.65                    13293.32
  1994/06/30      14204.68                    13481.18
  1994/07/31      14567.31                    13610.83
  1994/08/31      14702.00                    13933.07
  1994/09/30      14246.13                    13494.24
  1994/10/31      14567.31                    13943.59
  1994/11/30      13997.47                    13273.46
  1994/12/31      13915.13                    13356.58
  1995/01/31      13340.98                    12843.48
  1995/02/28      13372.30                    12806.62
  1995/03/31      13789.86                    13605.38
  1995/04/30      14196.98                    14117.06
  1995/05/31      14353.56                    13948.78
  1995/06/30      14457.95                    13704.16
  1995/07/31      15084.29                    14557.33
  1995/08/31      14645.85                    14002.02
  1995/09/30      14823.32                    14275.48
  1995/10/31      14531.03                    13891.75
  1995/11/30      14666.73                    14278.28
  1995/12/31      15108.74                    14853.55
  1996/01/31      15373.43                    14914.53
  1996/02/29      15384.02                    14964.95
  1996/03/31      15585.19                    15282.75
  1996/04/30      15987.52                    15727.07
  1996/05/31      15966.35                    15437.66
  1996/06/30      16072.23                    15524.55
  1996/07/31      15595.78                    15070.80
  1996/08/31      15691.07                    15103.83
  1996/09/30      16125.16                    15505.07
  1996/10/31      15945.17                    15346.41
  1996/11/30      16771.02                    15957.02
  1996/12/31      16838.38                    15751.75
  1997/01/31      16838.38                    15203.59
  1997/02/28      17205.39                    15455.97
  1997/03/31      17338.86                    15514.70
  1997/04/30      17461.20                    15600.03
  1997/05/31      18540.01                    16618.24
  1997/06/30      19507.60                    17537.23
  1997/07/31      20163.79                    17823.44
  1997/08/31      18628.98                    16494.71
  1997/09/30      19985.84                    17421.22
  1997/10/31      18562.25                    16086.58
  1997/11/30      18484.40                    15925.71
  1997/12/31      18620.53                    16067.61
  1998/01/31      19191.27                    16805.43
  1998/02/28      20249.52                    17886.86
  1998/03/31      21141.31                    18441.00
  1998/04/30      21712.06                    18590.00
  1998/05/31      21664.49                    18503.19
  1998/06/30      21426.68                    18646.59
  1998/07/31      21569.37                    18839.02
  1998/08/31      17645.50                    16508.44
  1998/09/30      17586.05                    16005.92
  1998/10/30      19119.93                    17678.06
IMATRL PRASUN   SHR__CHT 19981031 19981202 161549 R00000000000106
 
$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, 1998,
the value of the investment would have been $19,120 - a 91.20%
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 $17,678 - a 76.78%
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 C
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate historical performance. You can
look at the total percentage change in value, the average annual
percentage change or the growth of a hypothetical $10,000 investment.
Total return reflects the change in the value of an investment,
assuming reinvestment of the class' dividend income and capital gains
(the profits earned upon the sale of securities that have grown in
value). The initial offering of Class C shares took place on November
3, 1997. Class C shares bear a 1.00% 12b-1 fee. Returns between July
3, 1995 and November 3, 1997 are those of Class B shares and reflect
Class B shares' 1.00% 12b-1 fee. Returns prior to July 3, 1995 are
those of Class T, the original class of the fund, and reflect Class T
shares' prior 0.65% 12b-1 fee. Had Class C shares' 12b-1 fee been
reflected, returns prior to July 3, 1995 would have been lower. Class
C shares' contingent deferred sales charge included in the past one
year, past five year and life of fund total return figures are 1%, 0%
and 0%, respectively. If Fidelity had not reimbursed certain class
expenses, the total returns would have been lower. Prior to December
1, 1992, Fidelity Advisor Overseas Fund operated under a different
investment objective. Accordingly, the fund's historical performance
may not represent its current investment policies.
 
CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1998                  PAST 1   PAST 5   LIFE OF   
                                                YEAR     YEARS    FUND      
 
FIDELITY ADV OVERSEAS - CL C                    2.84%    42.73%   90.90%    
 
FIDELITY ADV OVERSEAS - CL C                    1.86%    42.73%   90.90%    
 (INCL. CONTINGENT DEFERRED SALES CHARGE)                                   
 
MSCI EAFE                                       9.89%    39.58%   76.78%    
 
INTERNATIONAL FUNDS AVERAGE                     4.07%    41.60%   N/A       
 
CUMULATIVE TOTAL RETURNS show Class C'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 C'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 C'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 489 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, 1998             PAST 1  PAST 5  LIFE OF  
                                           YEAR    YEARS   FUND     
 
FIDELITY ADV OVERSEAS - CL C               2.84%   7.37%   7.88%    
 
FIDELITY ADV OVERSEAS - CL C               1.86%   7.37%   7.88%    
 (INCL. CONTINGENT DEFERRED SALES CHARGE)                           
 
MSCI EAFE                                  9.89%   6.90%   6.91%    
 
INTERNATIONAL FUNDS AVERAGE                4.07%   7.02%   N/A      
 
AVERAGE ANNUAL TOTAL RETURNS take Class C shares' cumulative return
and show you what would have happened if Class C shares had performed
at a constant rate each year. 
 
$10,000 OVER LIFE OF FUND
             FA Overseas -CL C           MS EAFE Index (Net)
             00485                       MS001
  1990/04/23      10000.00                    10000.00
  1990/04/30       9890.00                     9870.12
  1990/05/31      10320.00                    10996.32
  1990/06/30      10840.00                    10899.46
  1990/07/31      11480.00                    11052.99
  1990/08/31      10110.00                     9979.65
  1990/09/30       9250.00                     8588.84
  1990/10/31       9550.00                     9927.15
  1990/11/30       9560.00                     9341.56
  1990/12/31       9467.28                     9492.89
  1991/01/31       9699.18                     9799.94
  1991/02/28      10132.72                    10850.48
  1991/03/31       9568.11                    10199.10
  1991/04/30       9558.02                    10299.26
  1991/05/31       9568.11                    10406.73
  1991/06/30       8852.26                     9642.03
  1991/07/31       9356.38                    10115.76
  1991/08/31       9497.53                     9910.33
  1991/09/30       9991.56                    10468.87
  1991/10/31       9860.49                    10617.27
  1991/11/30       9608.44                    10121.61
  1991/12/31      10109.05                    10644.32
  1992/01/31      10139.74                    10416.96
  1992/02/29      10375.08                    10044.12
  1992/03/31      10057.89                     9381.04
  1992/04/30      10579.71                     9425.64
  1992/05/31      11009.45                    10056.55
  1992/06/30      10835.51                     9579.54
  1992/07/31      10416.00                     9334.37
  1992/08/31      10129.51                     9919.83
  1992/09/30       9976.03                     9723.94
  1992/10/31       9280.27                     9213.87
  1992/11/30       9157.49                     9300.58
  1992/12/31       9620.40                     9348.68
  1993/01/31      10106.59                     9347.54
  1993/02/28      10323.83                     9629.89
  1993/03/31      10954.84                    10469.29
  1993/04/30      11803.09                    11462.85
  1993/05/31      12113.43                    11704.95
  1993/06/30      11782.40                    11522.33
  1993/07/31      12361.70                    11925.66
  1993/08/31      13178.91                    12569.45
  1993/09/30      13044.43                    12286.52
  1993/10/31      13375.46                    12665.16
  1993/11/30      12858.23                    11558.09
  1993/12/31      13645.20                    12392.67
  1994/01/31      14546.59                    13440.41
  1994/02/28      14349.73                    13403.18
  1994/03/31      13987.11                    12825.89
  1994/04/30      14588.03                    13370.08
  1994/05/31      14318.65                    13293.32
  1994/06/30      14204.68                    13481.18
  1994/07/31      14567.31                    13610.83
  1994/08/31      14702.00                    13933.07
  1994/09/30      14246.13                    13494.24
  1994/10/31      14567.31                    13943.59
  1994/11/30      13997.47                    13273.46
  1994/12/31      13915.13                    13356.58
  1995/01/31      13340.98                    12843.48
  1995/02/28      13372.30                    12806.62
  1995/03/31      13789.86                    13605.38
  1995/04/30      14196.98                    14117.06
  1995/05/31      14353.56                    13948.78
  1995/06/30      14457.95                    13704.16
  1995/07/31      15084.29                    14557.33
  1995/08/31      14645.85                    14002.02
  1995/09/30      14823.32                    14275.48
  1995/10/31      14531.03                    13891.75
  1995/11/30      14666.73                    14278.28
  1995/12/31      15108.74                    14853.55
  1996/01/31      15373.43                    14914.53
  1996/02/29      15384.02                    14964.95
  1996/03/31      15585.19                    15282.75
  1996/04/30      15987.52                    15727.07
  1996/05/31      15966.35                    15437.66
  1996/06/30      16072.23                    15524.55
  1996/07/31      15595.78                    15070.80
  1996/08/31      15691.07                    15103.83
  1996/09/30      16125.16                    15505.07
  1996/10/31      15945.17                    15346.41
  1996/11/30      16771.02                    15957.02
  1996/12/31      16838.38                    15751.75
  1997/01/31      16838.38                    15203.59
  1997/02/28      17205.39                    15455.97
  1997/03/31      17338.86                    15514.70
  1997/04/30      17461.20                    15600.03
  1997/05/31      18540.01                    16618.24
  1997/06/30      19507.60                    17537.23
  1997/07/31      20163.79                    17823.44
  1997/08/31      18628.98                    16494.71
  1997/09/30      19985.84                    17421.22
  1997/10/31      18562.25                    16086.58
  1997/11/30      18479.42                    15925.71
  1997/12/31      18612.04                    16067.61
  1998/01/31      19195.12                    16805.43
  1998/02/28      20256.34                    17886.86
  1998/03/31      21154.29                    18441.00
  1998/04/30      21714.05                    18590.00
  1998/05/31      21667.40                    18503.19
  1998/06/30      21422.50                    18646.59
  1998/07/31      21574.11                    18839.02
  1998/08/31      17644.12                    16508.44
  1998/09/30      17585.81                    16005.92
  1998/10/30      19090.17                    17678.06
IMATRL PRASUN   SHR__CHT 19981031 19981202 161758 R00000000000106
 
$10,000 OVER LIFE OF FUND: Let's say hypothetically that $10,000 was
invested in Fidelity Advisor Overseas Fund - Class C on April 23,
1990, when the fund started. As the chart shows, by October 31, 1998,
the value of the investment would have been $19,090 - a 90.90%
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 $17,678 - a 76.78%
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
Like a white-knuckle flyer on a long 
overseas flight, international 
investors were tightening their seat 
belts to ride out the turbulent 
international equity markets over 
the past year. For the 12-month 
period ending October 31, 1998, 
the Morgan Stanley Capital 
International EAFE Index - which 
measures the performance of stock 
markets in Europe, Australasia and 
the Far East - returned 9.89%. 
European markets were the primary 
contributors to this solid return. 
They benefited from corporate 
restructurings designed to cut costs 
and improve share prices, and 
from solid economic growth 
prospects. France and Germany 
were particularly strong 
performers. On the opposite side 
of the world, emerging markets in 
Latin America suffered considerably. 
And in large part, they had Russia 
to blame. Russia's devaluation of its 
currency and debt defaults caused 
investors to sell off investments 
considered to carry more risk, such 
as emerging-market equities. Markets 
in Venezuela and Brazil, already 
teetering on the edge thanks to 
political instability, dropped 
precipitously. Currency 
devaluations also continued to 
plague Southeast Asian countries, 
specifically Indonesia, Thailand, 
Malaysia and South Korea. The 
Japanese economy continued to 
sink lower, as the ailing banking 
sector seemed oblivious to 
repeated promises - and a lack 
of action - by the Japanese 
government for assistance. 
An interview with Richard Mace, Portfolio Manager of Fidelity Advisor
Overseas Fund 
Q. HOW DID THE FUND PERFORM, RICK?
A. For the 12 months that ended October 31, 1998, the fund's Class A,
Class T, Class B and Class C shares returned 3.73%, 3.57%, 3.00%, and
2.84%, respectively. These returns lagged that of the Morgan Stanley
Capital International Europe, Australasia, Far East (EAFE) Index,
which returned 9.89% over the same time period. The international
funds average, as tracked by Lipper Analytical Services, had a
12-month return of 4.07% as of October 31, 1998.
Q. WHY DID THE FUND UNDERPERFORM BOTH THE EAFE INDEX AND THE LIPPER
PEER GROUP?
A. A major reason was the fund's exposure both to investments in
emerging-market countries as well as to companies whose businesses
were negatively affected by emerging-market disruptions. The fund's
exposure to emerging-market securities totaled slightly less than 4%
of the fund's investments, but several of the fund's commodities and
banking-related positions performed weakly. Declining demand led to
lower commodity prices in general, while banks reported an increase in
problematic loans stemming from stagnant economic growth. Commodity
holdings that were hurt during the period included energy-related
stocks Elf Aquitaine, based in France, as well as Brazil-based
Petrobras and Canadian Natural Resources. Banking positions that were
negatively affected included Mexican holdings Grupo Financiero
Bancomer and BANACCI.
Q. YOU INCREASED THE FUND'S EXPOSURE TO UTILITIES STOCKS DURING THE
PERIOD, FROM AROUND 8% TO JUST UNDER 14% OF INVESTMENTS. WHY?
A. The utilities sector - particularly the telephone utility segment -
provided a number of opportunities over the past year. Companies have
had to cope with a rapidly changing competitive environment as
industry deregulation opened up new opportunities for expansion into
new markets. I found a number of telecommunications companies in
Europe and Japan that I felt were attractively valued, particularly
among cellular providers. These included United Kingdom-based Vodafone
- - which the fund has had a stake in for some time - Germany's
Mannesmann and Spain's Telefonica. Each of these positions contributed
positively to the fund's performance.
Q. WHICH OTHER STOCKS PERFORMED WELL? WHICH PROVED DISAPPOINTING?
A. European business services providers such as Britain's Rentokil and
Securicor got a boost from improved business conditions, as did
computer systems and software providers such as France's Cap Gemini
and Atos, and Denmark's International Service Systems. In terms of
disappointments, paper stocks were another commodities area hit hard
by falling prices. The fund's positions in Canadian paper companies
Domtar and St. Laurent Paperboard, for instance, were notable
detractors. 
Q. SHAREHOLDERS MAY NOTICE THAT THE FUND HOLDS SEVERAL POSITIONS IN
FUTURES CONTRACTS. WHAT ROLE DO THESE INVESTMENTS PLAY IN THE
PORTFOLIO?
A. While there are many different uses for futures contracts, I use
them in the fund to be as fully invested in equities as possible.
During periods of inconsistent cash flows, volatile financial markets
or if the fund experiences a temporary cash buildup due to my selling
a few stocks, the use of futures can provide a low-cost, liquid way
for the fund to remain substantially  invested in a diversified group
of stocks.
Q. WHAT'S YOUR OUTLOOK FOR THE COMING MONTHS? 
A. I'm optimistic that Europe's economies will continue to improve. As
the latter months of this past period proved, though, corporate
earnings must be watched carefully and a determination must be made as
to whether those earnings support prevailing valuations. If earnings
disappoint, more stock market corrections could become reality. It's
becoming an old story, but as far as the situation in Japan goes, I'll
continue to look for glimmers of economic improvement. Towards the end
of the period, we began to see Japanese companies adopt a more
shareholder-friendly focus. Lastly, the emerging markets still appear
to be in turmoil at this point. Continuing economic and currency
concerns, combined with social unrest, provide a less-than-promising
outlook for a fast recuperation. Regardless, I'll keep an eye on a
number of companies that have shown valuation improvements over the
past few months.
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 DISCUSSES THE 
IMPACT OF THE UPCOMING 
INTRODUCTION OF THE EURO:
"On January 1, 1999, 11 of the `in' 
countries of the European Union 
- - including Germany, France, 
Italy, Spain, the Netherlands, 
Belgium, Austria, Finland, 
Portugal, Ireland and Luxembourg 
- - will officially adopt the euro as 
their currency. The introduction 
of the euro could have the effect 
of reducing the costs of doing 
business throughout Europe. This 
could make Europe a more 
attractive place to do business 
and, in turn, could heighten 
interest among multinational 
corporations around the world in 
both owning more European 
businesses and expanding their 
operations in the region. In 
addition, the launch of the euro 
should serve to improve the 
efficiency of those businesses 
operating in Europe.
"In terms of the impact the euro 
will have on the way I manage the 
fund, it will be extremely minimal. 
My stock selection process is built 
on the foundation of individual 
stock analysis and that has never 
wavered. Rather, I'll have to get 
used to the fact that a security that 
was valued at 10 Deutsche marks 
the week before may be worth only 
five euro on January 4. We may also 
see more investment opportunities 
throughout Europe, as companies 
could forego the traditional bank 
route and go to the capital markets 
to raise money for improvements."
 
FUND FACTS
GOAL: seeks growth of capital 
primarily through investments 
in foreign securities
START DATE: April 23, 1990
SIZE: as of October 31, 1998, 
more than $1.2 billion
MANAGER: Richard Mace, 
since 1996; joined Fidelity 
in 1987
(checkmark)
 
 
INVESTMENT CHANGES 
 
 
 
 
 
<TABLE>
<CAPTION>
<S>                                       <C>           <C>                      
TOP FIVE STOCKS AS OF OCTOBER 31, 1998                                           
 
                                          % OF FUND'S   % OF FUND'S INVESTMENTS  
                                          INVESTMENTS   IN THESE STOCKS          
                                                        6 MONTHS AGO             
 
NOVARTIS AG (REG.) (SWITZERLAND,           1.8           1.8                     
DRUGS & PHARMACEUTICALS)                                                         
 
ELF AQUITAINE (FRANCE, OIL & GAS)          1.7           0.9                     
 
TELEFONICA DE ESPANA SA (SPAIN,            1.7           1.0                     
TELEPHONE SERVICES)                                                              
 
TOTAL SA CLASS B (FRANCE, OIL & GAS)       1.6           2.0                     
 
SMITHKLINE BEECHAM PLC (UNITED KINGDOM,    1.4           1.1                     
DRUGS & PHARMACEUTICALS)                                                         
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                             <C>           <C>                      
TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1998                                         
 
                                                % OF FUND'S   % OF FUND'S INVESTMENTS  
                                                INVESTMENTS   IN THESE MARKET SECTORS  
                                                              6 MONTHS AGO             
 
FINANCE                                          20.9          20.1                    
 
UTILITIES                                        13.7          8.3                     
 
HEALTH                                           8.2           9.0                     
 
ENERGY                                           7.1           7.3                     
 
DURABLES                                         5.6           6.5                     
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                        <C>           <C>                      
TOP FIVE COUNTRIES AS OF OCTOBER 31, 1998                                         
 
(EXCLUDING CASH EQUIVALENTS)               % OF FUND'S   % OF FUND'S INVESTMENTS  
                                           INVESTMENTS   IN THESE COUNTRIES       
                                                         6 MONTHS AGO             
 
UNITED KINGDOM                              16.8          14.9                    
 
FRANCE                                      15.0          13.5                    
 
JAPAN                                       14.8          17.1                    
 
GERMANY                                     9.0           5.5                     
 
NETHERLANDS                                 7.6           8.8                     
 
</TABLE>
 
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, 1998  AS OF APRIL 30, 1998 
ROW: 1, COL: 1, VALUE: 91.5
ROW: 1, COL: 2, VALUE: 1.5
ROW: 1, COL: 3, VALUE: 7.0
ROW: 1, COL: 1, VALUE: 92.09999999999999
ROW: 1, COL: 2, VALUE: 1.5
ROW: 1, COL: 3, VALUE: 6.4
STOCKS, CLOSED-END 
INVESTMENT COMPANIES 
AND EQUITY FUTURES 92.8%
FOREIGN GOVERNMENT 
OBLIGATIONS 0.2%
SHORT-TERM
INVESTMENTS 7.0%
   
STOCKS, CLOSED-END
INVESTMENT COMPANIES 
AND EQUITY FUTURES        93.5%
FOREIGN GOVERNMENT 
OBLIGATIONS               0.1%
SHORT-TERM
INVESTMENTS               6.4%
   
 
 
INVESTMENTS OCTOBER 31, 1998  
 
SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                           <C>           <C>         <C>              
COMMON STOCKS - 84.3%                                                                                    
 
                                                              SHARES                    VALUE (NOTE 1)   
                                                                                        (000S)           
 
ARGENTINA - 0.0%                                                                                         
 
BANSUD SA CLASS B (A)                                          118,100                  $ 396            
 
AUSTRALIA - 2.4%                                                                                         
 
AUSTRALIA & NEW ZEALAND BANKING GROUP LTD.                     752,366                   4,293           
 
BRAMBLES INDUSTRIES LTD.                                       31,550                    690             
 
BROKEN HILL PROPRIETARY CO. LTD. (THE)                         272,505                   2,311           
 
COLES MYER LTD.                                                463,300                   1,982           
 
COMMONWEALTH BANK OF AUSTRALIA (C)                             230,500                   2,859           
 
CSR LTD.                                                       154,400                   352             
 
DAVID JONES LTD.                                               447,200                   454             
 
FOSTERS BREWING GROUP LTD.                                     572,900                   1,404           
 
NATIONAL AUSTRALIA BANK LTD.                                   98,300                    1,300           
 
NEWS CORP. LTD.                                                310,574                   2,117           
 
NEWS CORP. LTD.:                                                                                         
 
ADR                                                            88,700                    2,423           
 
SPONSORED ADR (LTD. VTG.)                                      27,300                    660             
 
RIO TINTO LTD.                                                 85,900                    1,072           
 
SMITH (HOWARD) LTD.                                            27,100                    162             
 
WMC LTD.                                                       1,359,954                 4,605           
 
WOODSIDE PETROLEUM LTD.                                        246,000                   1,297           
 
WOOLWORTHS LTD.                                                480,947                   1,689           
 
                                                                                         29,670          
 
AUSTRIA - 0.1%                                                                                           
 
BANK AUSTRIA AG                                                14,700                    801             
 
BELGIUM - 0.0%                                                                                           
 
FORTIS AG                                                      700                       201             
 
BRAZIL - 1.5%                                                                                            
 
CENTRAIS ELECTRICAS BRASILEIRAS SA                             48,058,000                1,112           
 
COMPANIA ENERGERTICA MINAS GERAIS                              110,330,283               2,146           
 
TELEBRAS SPONSORED ADR                                         206,600                   15,689          
 
                                                                                         18,947          
 
CANADA - 1.2%                                                                                            
 
ALCAN ALUMINIUM LTD.                                           25,500                    640             
 
BCE, INC.                                                      165,500                   5,610           
 
CANADIAN NATURAL RESOURCES LTD. (A)                            115,800                   2,026           
 
INCO LTD.                                                      101,800                   1,092           
 
COMMON STOCKS - CONTINUED                                                                                
 
                                                              SHARES                    VALUE (NOTE 1)   
                                                                                        (000S)           
 
CANADA - CONTINUED                                                                                       
 
NORANDA, INC.                                                  245,500                  $ 3,628          
 
RIO ALTO EXPLORATION LTD. (A)                                  143,000                   1,557           
 
                                                                                         14,553          
 
DENMARK - 0.5%                                                                                           
 
DEN DANSKE BANK GROUP AS                                       13,300                    1,808           
 
INTERNATIONAL SERVICE SYSTEMS AS CLASS B                       22,100                    1,494           
 
UNIDANMARK AS CLASS A                                          35,300                    2,694           
 
                                                                                         5,996           
 
FINLAND - 1.7%                                                                                           
 
ENSO OY CLASS R                                                172,900                   1,340           
 
MERITA LTD. SERIES A                                           88,800                    477             
 
OY NOKIA AB:                                                                                             
 
SERIES A                                                       156,400                   14,555          
 
SPONSORED ADR                                                  1,000                     93              
 
RAISIO GROUP PLC                                               48,400                    654             
 
SAMPO INSURANCE CO. LTD.                                       33,900                    1,058           
 
UPM-KYMMENE CORP.                                              115,200                   2,759           
 
                                                                                         20,936          
 
FRANCE - 13.8%                                                                                           
 
ACCOR SA                                                       30,500                    6,416           
 
ALCATEL ALSTHOM COMPAGNIE GENERALE D'ELECTRICITE SA            123,200                   13,552          
 
ALCATEL ALSTHOM COMPAGNIE GENERALE D'ELECTRICITE SA            1,000                     22              
SPONSORED ADR                                                                                            
 
AXA SA                                                         93,690                    10,606          
 
ATOS SA (A)                                                    15,200                    2,871           
 
BANQUE NATIONALE DE PARIS                                      83,300                    5,284           
 
CAP GEMINI SA                                                  33,100                    4,982           
 
CASTORAMA DUBOIS INVESTISSEMENTS SA                            12,900                    2,304           
 
COFLEXIP SA SPONSORED ADR                                      51,300                    2,469           
 
COMPAGNIE DE ST. GOBAIN                                        18,700                    2,771           
 
COMPAGNIE FINANCIERE DE PARIBAS CLASS A (REG.)                 30,400                    2,238           
 
CREDIT COMMERCIAL DE FRANCE                                    30,000                    2,110           
 
ELF AQUITAINE                                                  183,363                   21,270          
 
ELF AQUITAINE SPONSORED ADR                                    1,000                     58              
 
GROUPE DANONE                                                  24,400                    6,461           
 
LAFARGE SA                                                     23,154                    2,371           
 
LAGARDERE S.C.A. (REG.)                                        70,500                    2,842           
 
COMMON STOCKS - CONTINUED                                                                                
 
                                                              SHARES                    VALUE (NOTE 1)   
                                                                                        (000S)           
 
FRANCE - CONTINUED                                                                                       
 
MICHELIN SA (COMPAGNIE GENERALE DES ETABLISSEMENTS) CLASS B    46,851                   $ 1,934          
 
PECHINEY SA CLASS A (A)                                        48,343                    1,664           
 
PEUGEOT SA                                                     12,100                    2,022           
 
RENAULT SA                                                     101,300                   4,337           
 
RHONE-POULENC SA:                                                                                        
 
CLASS A                                                        104,205                   4,865           
 
SPONSORED ADR CLASS A                                          1,000                     47              
 
ROYAL CANIN SA (C)                                             5,100                     276             
 
SANOFI SA                                                      47,945                    7,519           
 
SCOR SA                                                        72,400                    4,158           
 
SOCIETE GENERALE, FRANCE CLASS A                               83,900                    11,116          
 
SUEZ LYONNAISE DES EAUX                                        23,900                    4,287           
 
TOTAL SA:                                                                                                
 
CLASS B                                                        164,390                   19,234          
 
SPONSORED ADR                                                  1,000                     59              
 
UNIBAIL                                                        9,000                     1,238           
 
UNION ASSURANCESFEDERALES SA                                   32,900                    4,122           
 
VALEO SA                                                       24,900                    2,159           
 
VIVENDI SA                                                     56,300                    12,878          
 
                                                                                         170,542         
 
GERMANY - 6.8%                                                                                           
 
ADIDAS-SALOMON AG                                              21,400                    2,523           
 
ALLIANZ AG (REG.)                                              31,800                    10,930          
 
BASF AG                                                        151,800                   6,460           
 
BAYER AG                                                       112,200                   4,611           
 
BAYERISCHE HYPO-UND VEREINSBANK                                81,400                    6,449           
 
BAYERISCHE MOTOREN WERKE (BMW) AG                              3,600                     2,536           
 
BHF BANK AG                                                    184,500                   7,167           
 
CONTINENTAL GUMMI-WERKE AG                                     22,300                    593             
 
DAIMLER-BENZ AG (A)                                            82,800                    6,527           
 
DEUTSCHE LUFTHANSA AG (REG.)                                   110,300                   2,407           
 
DEUTSCHE TELEKOM AG                                            193,000                   5,230           
 
DRESDNER BANK AG                                               38,500                    1,501           
 
HOECHST AG                                                     47,700                    2,011           
 
HOLZMANN (PHILLIP) AG (A)                                      1,200                     122             
 
MANNESMANN AG                                                  125,620                   12,403          
 
SCHERING AG                                                    7,000                     819             
 
SIEMENS AG                                                     61,600                    3,799           
 
COMMON STOCKS - CONTINUED                                                                                
 
                                                              SHARES                    VALUE (NOTE 1)   
                                                                                        (000S)           
 
GERMANY - CONTINUED                                                                                      
 
VEBA AG                                                        44,100                   $ 2,450          
 
VIAG AG                                                        7,300                     4,939           
 
                                                                                         83,477          
 
HONG KONG - 0.6%                                                                                         
 
CLP HOLDINGS LTD.                                              248,000                   1,393           
 
DAIRY FARM INTERNATIONAL HOLDINGS LTD.                         879,000                   1,081           
 
HONG KONG & CHINA GAS CO. LTD.                                 180,000                   256             
 
JOHNSON ELECTRIC HOLDINGS LTD.                                 1,334,000                 3,101           
 
LI & FUNG LTD.                                                 92,000                    144             
 
SUN HUNG KAI PROPERTIES LTD.                                   86,000                    600             
 
VTECH HOLDINGS LTD.                                            313,000                   1,174           
 
                                                                                         7,749           
 
IRELAND - 1.3%                                                                                           
 
BANK OF IRELAND, INC.                                          401,010                   7,336           
 
CRH PLC                                                        102,700                   1,476           
 
ELAN CORP. PLC ADR (A)                                         46,600                    3,265           
 
IRISH LIFE PLC                                                 268,200                   2,380           
 
SMURFIT (JEFFERSON) GROUP PLC                                  1,021,500                 1,660           
 
                                                                                         16,117          
 
ITALY - 2.8%                                                                                             
 
ASSICURAZIONI GENERALI SPA                                     324,300                   11,587          
 
BANCA COMMERCIALE ITALIANA SPA                                 166,700                   1,032           
 
BANCA DI ROMA (A)                                              3,140,300                 5,487           
 
ENI SPA SPONSORED ADR                                          235,400                   1,406           
 
FINMECCANICA SPA (A)                                           1,143,400                 903             
 
ISTITUTO BANCARIO SAN PAOLO                                    178,100                   2,650           
 
ISTITUTO NAZIONALE DELLE ASSICURAZIONI SPA                     590,100                   1,635           
 
TELECOM ITALIA MOBILE SPA                                      600,400                   3,495           
 
TELECOM ITALIA SPA                                             133,330                   966             
 
UNICREDITO ITALIANO SPA                                        910,500                   4,912           
 
                                                                                         34,073          
 
JAPAN - 12.9%                                                                                            
 
ACOM CO. LTD.                                                  64,100                    3,593           
 
AIFUL CORP. (A)(C)                                             37,000                    1,730           
 
AIWA CO. LTD.                                                  56,600                    1,403           
 
BANK OF TOKYO-MITSUBISHI LTD.                                  63,000                    586             
 
COMMON STOCKS - CONTINUED                                                                                
 
                                                              SHARES                    VALUE (NOTE 1)   
                                                                                        (000S)           
 
JAPAN - CONTINUED                                                                                        
 
BANYU PHARMACEUTICAL CO. LTD.                                  145,000                  $ 2,471          
 
BRIDGESTONE CORP.                                              56,000                    1,237           
 
CANON, INC.                                                    279,000                   5,297           
 
DAIWA HOUSE INDUSTRY CO. LTD.                                  117,000                   1,325           
 
DDI CORP.                                                      1,174                     3,437           
 
FUJI BANK LTD.                                                 347,000                   1,332           
 
FUJI HEAVY INDUSTRIES LTD.                                     1,190,000                 5,942           
 
FUJI PHOTO FILM CO. LTD.                                       291,000                   10,698          
 
HITACHI MAXELL LTD.                                            249,000                   3,559           
 
HONDA MOTOR CO. LTD.                                           307,000                   9,251           
 
HOYA CORP.                                                     32,000                    1,375           
 
ITO-YOKADO CO. LTD.                                            98,000                    5,737           
 
KAO CORP.                                                      150,000                   3,048           
 
MATSUMOTOKIYOSHI CO. LTD.                                      2,400                     91              
 
MATSUSHITA ELECTRIC INDUSTRIAL CO. LTD.                        273,000                   4,024           
 
MINEBEA CO. LTD.                                               275,000                   2,593           
 
MINOLTA CO. LTD.                                               661,000                   3,341           
 
MITSUBISHI ELECTRIC CORP.                                      897,000                   1,830           
 
MITSUBISHI ESTATE CO. LTD.                                     398,000                   3,622           
 
MITSUBISHI TRUST & BANKING CORP.                               207,000                   1,403           
 
MITSUI FUDOSAN CO. LTD.                                        177,000                   1,179           
 
NGK INSULATORS LTD.                                            98,000                    1,093           
 
NICHICON CORP.                                                 54,000                    588             
 
NIPPON TELEGRAPH & TELEPHONE CORP.                             701                       5,504           
 
NOMURA SECURITIES CO. LTD.                                     612,000                   4,637           
 
NTT MOBILE COMMUNICATION NETWORK, INC. (A)(C)                  162                       5,872           
 
OMRON CORP.                                                    199,000                   1,953           
 
ORIX CORP. (A)                                                 99,600                    7,160           
 
OSAKA GAS CO. LTD.                                             219,000                   705             
 
PARIS MIKI, INC.                                               5,600                     94              
 
ROHM CO. LTD.                                                  56,000                    4,966           
 
SANKYO CO. LTD.                                                80,000                    1,811           
 
SECOM LTD.                                                     10,000                    745             
 
SEKISUI HOUSE LTD.                                             172,000                   1,719           
 
SHARP CORP.                                                    384,000                   2,909           
 
SHIN-ETSU CHEMICAL CO. LTD.                                    57,000                    1,139           
 
SHOHKOH FUND & CO. LTD.                                        4,100                     1,251           
 
SONY CORP.                                                     71,200                    4,688           
 
SUMITOMO REALTY & DEVELOPMENT CO. LTD. (A)                     584,000                   1,755           
 
TAKEDA CHEMICAL INDUSTRIES LTD.                                412,000                   13,444          
 
COMMON STOCKS - CONTINUED                                                                                
 
                                                              SHARES                    VALUE (NOTE 1)   
                                                                                        (000S)           
 
JAPAN - CONTINUED                                                                                        
 
TAKEFUJI CORP.                                                 45,500                   $ 2,433          
 
TAKEFUJI CORP. (C)                                             32,700                    1,748           
 
TERUMO CORP.                                                   85,000                    1,793           
 
THK CO. LTD.                                                   229,300                   2,369           
 
TOKIO MARINE & FIRE INSURANCE CO. LTD. (THE)                   96,000                    1,095           
 
TOKYO ELECTRON LTD.                                            49,000                    1,599           
 
TOKYO GAS CO. LTD.                                             232,000                   597             
 
TOYOTA MOTOR CORP.                                             59,000                    1,422           
 
UNIFIED-CHARM CORP.                                            46,200                    2,108           
 
YAMANOUCHI PHARMACEUTICAL CO. LTD.                             87,000                    2,502           
 
                                                                                         159,803         
 
LUXEMBOURG - 0.1%                                                                                        
 
STOLT COMEX SEAWAY SA                                          63,500                    810             
 
MALAYSIA - 0.0%                                                                                          
 
MALAYAN BANKING BHD                                            34,000                    33              
 
ORIENTAL HOLDINGS BHD                                          686,800                   573             
 
                                                                                         606             
 
MEXICO - 1.1%                                                                                            
 
BANACCI SA DE CV CLASS B (A)                                   753,000                   788             
 
ELEKTRA SA DE CV UNIT                                          341,200                   152             
 
GRUPO FINANCIERO BANCOMER SA DE CV CLASS B                     17,048,000                3,498           
 
TELEFONOS DE MEXICO SA DE CV SPONSORED ADR REPRESENTING        165,300                   8,730           
CLASS L SHARES                                                                                           
 
                                                                                         13,168          
 
NETHERLANDS - 7.6%                                                                                       
 
ABN AMRO HOLDING NV                                            137,100                   2,571           
 
AHOLD NV                                                       237,953                   7,916           
 
AKZO NOBEL NV                                                  269,300                   10,474          
 
AKZO NOBEL NV ADR                                              1,000                     40              
 
ELSEVIER NV                                                    77,700                    1,095           
 
FORTIS AMEV NV                                                 24,000                    1,560           
 
ING GROEP NV                                                   280,708                   13,594          
 
KONINKLIJKE KPN NV                                             84,200                    3,275           
 
LAURUS NV                                                      20,720                    522             
 
NUTRECO HOLDING NV                                             60,604                    2,062           
 
COMMON STOCKS - CONTINUED                                                                                
 
                                                              SHARES                    VALUE (NOTE 1)   
                                                                                        (000S)           
 
NETHERLANDS - CONTINUED                                                                                  
 
PHILIPS ELECTRONICS NV (BEARER)                                248,100                  $ 13,614         
 
ROYAL DUTCH PETROLEUM CO.:                                                                               
 
(HAGUE REGISTRY)                                               268,800                   13,238          
 
(NY REGISTRY GILDER 1.25)                                      1,000                     49              
 
TNT POST GROUP NV                                              50,200                    1,345           
 
UNILEVER NV                                                    158,100                   11,739          
 
UNILEVER NV (NY SHARES)                                        500                       38              
 
VEDIOR NV                                                      193,535                   4,935           
 
VENDEX NV CVA                                                  29,600                    753             
 
VNU                                                            128,000                   4,430           
 
                                                                                         93,250          
 
NETHERLANDS ANTILLES - 0.1%                                                                              
 
SCHLUMBERGER LTD.                                              21,500                    1,129           
 
NORWAY - 0.2%                                                                                            
 
NCL HOLDINGS AS (A)                                            1,029,633                 2,691           
 
PORTUGAL - 0.4%                                                                                          
 
BANCO PINTO & SOTTO MAYOR SA                                   117,600                   2,257           
 
ELECTRICIDADE DE PORTUGAL SA                                   76,900                    1,936           
 
PORTUGAL TELECOM SA                                            11,000                    522             
 
TELECEL COMUNICACOES PESSOAIS SA                               4,500                     830             
 
                                                                                         5,545           
 
RUSSIA - 0.1%                                                                                            
 
VIMPEL COMMUNICATIONS SPONSORED ADR (A)                        66,600                    783             
 
SOUTH AFRICA - 0.0%                                                                                      
 
ABSA GROUP LTD.                                                60,300                    330             
 
SPAIN - 2.7%                                                                                             
 
BANCO BILBAO VIZCAYA SA (REG.)                                 453,900                   6,129           
 
BANCO SANTANDER SA                                             104,910                   1,924           
 
CORPORACION MAPFRE COMPANIA INTERNACIONAL DE REASEGUROS        29,300                    775             
SA (REG.)                                                                                                
 
IBERDROLA SA                                                   100,500                   1,625           
 
MAPFRE VIDA SA                                                 26,200                    1,041           
 
REPSOL SA                                                      15,600                    784             
 
TELEFONICA DE ESPANA SA                                        470,300                   21,259          
 
TELEFONICA DE ESPANA SA SPONSORED ADR                          500                       68              
 
                                                                                         33,605          
 
COMMON STOCKS - CONTINUED                                                                                
 
                                                              SHARES                    VALUE (NOTE 1)   
                                                                                        (000S)           
 
SWEDEN - 3.0%                                                                                            
 
ABB AB:                                                                                                  
 
SERIES A                                                       48,600                   $ 515            
 
SERIES B                                                       47,000                    498             
 
ASSA ABLOY AB CLASS B                                          4,300                     172             
 
ASTRA AB CLASS A                                               373,700                   6,136           
 
ELECTROLUX AB                                                  119,400                   1,802           
 
ERICSSON (L.M.) TELEFON AB:                                                                              
 
ADR CLASS B                                                    1,500                     34              
 
CLASS B                                                        290,700                   6,570           
 
NORDBANKEN HOLDING AB                                          429,300                   2,580           
 
SKANDIA FOERSAEKRINGS AB                                       323,900                   4,139           
 
SVENSKA HANDELSBANKEN                                          114,000                   4,810           
 
SWEDISH MATCH CO.                                              2,580,600                 9,114           
 
VOLVO AB CLASS B                                               52,200                    1,130           
 
                                                                                         37,500          
 
SWITZERLAND - 6.6%                                                                                       
 
ADECCO SA (BEARER)                                             6,130                     2,449           
 
CREDIT SUISSE GROUP (REG.)                                     51,088                    7,871           
 
JULIUS BAER HOLDING AG                                         3,927                     12,057          
 
NESTLE SA (REG.)                                               7,350                     15,661          
 
NOVARTIS AG (REG.)                                             12,229                    22,065          
 
ROCHE HOLDING AG PARTICIPATION CERTIFICATES                    200                       2,338           
 
SWISS REINSURANCE CO. (REG.)                                   700                       1,562           
 
SWISSCOM AG (A)                                                14,400                    4,890           
 
UBS AG (A)                                                     42,139                    11,582          
 
ZURICH ALLIED AG (REG.) (A)                                    1,000                     609             
 
                                                                                         81,084          
 
UNITED KINGDOM - 15.6%                                                                                   
 
ALLIED ZURICH PLC (A)                                          399,000                   4,744           
 
AMEC PLC                                                       200                       1               
 
BANK OF SCOTLAND                                               284,000                   3,086           
 
BARCLAYS PLC                                                   131,300                   2,830           
 
BARRATT DEVELOPMENTS PLC                                       18,800                    72              
 
BASS PLC                                                       93,300                    1,134           
 
BBA GROUP PLC                                                  181,945                   1,126           
 
BOC GROUP PLC                                                  53,500                    786             
 
BOOTS CO. PLC                                                  141,700                   2,128           
 
BRITISH AEROSPACE PLC                                          888,824                   6,459           
 
COMMON STOCKS - CONTINUED                                                                                
 
                                                              SHARES                    VALUE (NOTE 1)   
                                                                                        (000S)           
 
UNITED KINGDOM - CONTINUED                                                                               
 
BRITISH AMERICAN TOBACCO PLC                                   259,100                  $ 2,341          
 
BRITISH PETROLEUM CO. PLC                                      730,551                   10,765          
 
BRITISH PETROLEUM CO. PLC ADR                                  500                       44              
 
BRITISH TELECOMMUNICATIONS PLC                                 800,400                   10,412          
 
BTP PLC                                                        35,100                    232             
 
CABLE & WIRELESS PLC                                           313,900                   3,522           
 
CADBURY-SCHWEPPES PLC                                          144,300                   2,211           
 
CARADON PLC                                                    2,255,460                 4,675           
 
CGU PLC                                                        336,700                   5,336           
 
COOKSON GROUP PLC                                              1,370,900                 2,869           
 
COURTAULDS TEXTILES PLC                                        340,100                   820             
 
DEVRO PLC                                                      6,400                     30              
 
DIAGEO PLC                                                     116,000                   1,253           
 
GLAXO WELLCOME PLC                                             455,300                   14,167          
 
GLAXO WELLCOME PLC SPONSORED ADR                               1,000                     62              
 
HAYS PLC                                                       111,800                   1,647           
 
HSBC HOLDINGS PLC                                              111,800                   2,546           
 
HSBC HOLDINGS PLC ORD.                                         86,100                    2,018           
 
KINGFISHER PLC                                                 312,300                   2,743           
 
LLOYDS TSB GROUP PLC                                           1,112,700                 13,741          
 
MISYS PLC                                                      129,100                   906             
 
NATIONAL GRID GROUP PLC                                        347,030                   2,377           
 
NATIONAL WESTMINSTER BANK PLC                                  145,500                   2,458           
 
PEARSON PLC                                                    166,900                   2,912           
 
PILKINGTON PLC                                                 872,000                   964             
 
PRUDENTIAL CORP. PLC                                           44,000                    572             
 
REED INTERNATIONAL PLC                                         244,500                   2,070           
 
RENTOKIL INITIAL PLC                                           1,666,500                 10,437          
 
RIO TINTO PLC (REG.)                                           309,900                   3,762           
 
ROYAL & SUN ALLIANCE INSURANCE GROUP PLC                       153,524                   1,406           
 
SAATCHI & SAATCHI PLC                                          1,264,200                 2,456           
 
SCOTTISH & NEWCASTLE PLC                                       111,200                   1,356           
 
SHELL TRANSPORT & TRADING CO. PLC:                                                                       
 
(REG.)                                                         1,591,300                 9,744           
 
ADR                                                            1,000                     37              
 
SIEBE PLC                                                      1,211,500                 4,970           
 
SMITHKLINE BEECHAM PLC                                         1,335,802                 17,027          
 
SMITHKLINE BEECHAM PLC ADR                                     1,000                     64              
 
SOMERFIELD PLC                                                 389,700                   2,516           
 
TARMAC PLC                                                     564,900                   974             
 
COMMON STOCKS - CONTINUED                                                                                
 
                                                              SHARES                    VALUE (NOTE 1)   
                                                                                        (000S)           
 
UNITED KINGDOM - CONTINUED                                                                               
 
TOMKINS PLC                                                    244,300                  $ 1,131          
 
UNILEVER PLC                                                   384,800                   3,866           
 
UNILEVER PLC ADR                                               1,000                     41              
 
VODAFONE GROUP PLC                                             1,031,913                 13,888          
 
WIMPEY GEORGE PLC                                              339,000                   641             
 
WPP GROUP PLC                                                  564,400                   2,807           
 
                                                                                         193,182         
 
UNITED STATES OF AMERICA - 1.2%                                                                          
 
ALUMINUM CO. OF AMERICA                                        82,300                    6,522           
 
GLOBAL TELESYSTEMS GROUP, INC. (A)                             146,700                   5,877           
 
NEWMONT MINING CORP.                                           29,200                    621             
 
TRANSOCEAN OFFSHORE, INC.                                      34,000                    1,256           
 
                                                                                         14,276          
 
TOTAL COMMON STOCKS                                                                      1,041,220                   
(COST $880,908)                                                                                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                          <C>         <C>      <C>              
PREFERRED STOCKS - 2.5%                                                            
 
                                                                                   
 
CONVERTIBLE PREFERRED STOCKS - 0.2%                                                
 
AUSTRALIA - 0.2%                                                                   
 
WBK STRYPES TRUST $3.135                      107,700              3,090           
 
NONCONVERTIBLE PREFERRED STOCKS - 2.3%                                             
 
AUSTRALIA - 0.1%                                                                   
 
STAR CITY HOLDINGS LTD. (A)                   940,300              639             
 
GERMANY - 0.8%                                                                     
 
DYCKERHOFF AG                                 4,300                1,321           
 
PORSCHE AG (NON-VTG.)                         160                  276             
 
SAP AG (SYSTEME ANWENDUNGEN PRODUKTE)         17,400               8,589           
 
                                                                   10,186          
 
ITALY - 1.4%                                                                       
 
BANCA INTESA SPA                              100                  0               
 
PREFERRED STOCKS - CONTINUED                                                       
 
                                             SHARES               VALUE (NOTE 1)   
                                                                  (000S)           
 
NONCONVERTIBLE PREFERRED STOCKS - CONTINUED                                        
 
ITALY - CONTINUED                                                                  
 
TELECOM ITALIA MOBILE SPA                     1,993,700           $ 7,085          
 
TELECOM ITALIA SPA RISP                       2,033,125            10,316          
 
                                                                   17,401          
 
TOTAL NONCONVERTIBLE PREFERRED STOCKS                              28,226          
 
TOTAL PREFERRED STOCKS                                             31,316                   
(COST $18,871)                                                                     
 
</TABLE>
 
CLOSED-END INVESTMENT COMPANIES - 0.6%                              
 
                                                                    
 
EMERGING MARKETS - 0.1%                                             
 
TEMPLETON DRAGON FUND, INC.                123,600           1,043  
 
GERMANY - 0.3%                                                      
 
EMERGING GERMANY FUND, INC.                46,200            621    
 
NEW GERMANY FUND, INC. (THE)               228,200           3,723  
 
                                                             4,344  
 
MULTI-NATIONAL - 0.2%                                               
 
EUROPEAN WARRANT FUND, INC.                41,700            698    
 
MORGAN STANLEY ASIA-PACIFIC FUND, INC.     117,600           823    
 
                                                             1,521  
 
TOTAL CLOSED-END INVESTMENT COMPANIES                        6,908          
(COST $7,380)                                                       
 
 
<TABLE>
<CAPTION>
<S>                                              <C>   <C>  <C>            <C>     <C>     
GOVERNMENT OBLIGATIONS - 0.6%                                                             
 
MOODY'S RATINGS                                            PRINCIPAL                      
(UNAUDITED)                                                AMOUNT (000S)                  
 
ITALY - 0.2%                                                                              
 
ITALIAN REPUBLIC 5% 6/28/01                       AA3      $ 1,190                 1,971  
 
UNITED STATES OF AMERICA - 0.4%                                                           
 
U.S. TREASURY BILLS, YIELD AT DATE OF PURCHASE              5,550                  5,512  
3.66% TO 4.70% 12/17/98 TO 1/7/99 (D)                                                     
 
TOTAL GOVERNMENT OBLIGATIONS                                                       7,483          
(COST $7,470)                                                                             
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                    <C>           <C>          <C>              
CASH EQUIVALENTS - 12.0%                                                           
 
                                       SHARES                     VALUE (NOTE 1)   
                                                                  (000S)           
 
TAXABLE CENTRAL CASH FUND (B)           147,500,738               $ 147,501        
(COST $147,501)                                                                    
 
TOTAL INVESTMENT IN SECURITIES - 100%                             $ 1,234,428                   
(COST $1,062,130)                                                                  
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                  <C>          <C>  <C>               <C>  <C>           
FUTURES CONTRACTS                                                                           
 
                                     EXPIRATION        UNDERLYING FACE        UNREALIZED    
                                     DATE              AMOUNT AT VALUE        GAIN/(LOSS)   
                                                       (000S)                 (000S)        
 
PURCHASED                                                                                   
 
445 CAC 40 INDEX CONTRACTS (FRANCE)  DEC. 1998         $ 14,069               $ 593         
 
50 DAX 30 INDEX CONTRACTS (GERMANY)  DEC. 1998          13,879                 45           
 
159 FTSE 100 INDEX CONTRACTS         DEC. 1998          14,621                 723          
(UNITED KINGDOM)                                                                            
 
345 NIKKEI 225 INDEX CONTRACTS       DEC. 1998          23,624                 (522)        
(JAPAN)                                                                                     
 
                                                       $ 66,193               $ 839         
 
</TABLE>
 
THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF TOTAL
INVESTMENT IN SECURITIES - 5.4%
 
SECURITY TYPE ABBREVIATIONS
STRYPES - Structured Yield Product 
  Exchangeable for 
  Common Stock
 
LEGEND
(a) Non-income producing
(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 4.96%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
(c) 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 $12,485,000 or 1.0% of net assets.
(d) Security or 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 $1,900,000.
 
MARKET SECTOR DIVERSIFICATION (UNAUDITED)
As a Percentage of Total Value of Investment in Securities
 
AEROSPACE & DEFENSE           0.5%    
 
BASIC INDUSTRIES              4.1     
 
CASH EQUIVALENTS              12.0    
 
CLOSED-END INVESTMENT         0.6     
 COMPANIES                            
 
CONSTRUCTION & REAL ESTATE    2.2     
 
DURABLES                      5.6     
 
ENERGY                        7.1     
 
FINANCE                       20.9    
 
GOVERNMENT OBLIGATIONS        0.6     
 
HEALTH                        8.2     
 
HOLDING COMPANIES             0.6     
 
INDUSTRIAL MACHINERY &        5.4     
 EQUIPMENT                            
 
MEDIA & LEISURE               2.2     
 
NONDURABLES                   4.5     
 
PRECIOUS METALS               0.5     
 
RETAIL & WHOLESALE            2.4     
 
SERVICES                      3.1     
 
TECHNOLOGY                    5.4     
 
TRANSPORTATION                0.4     
 
UTILITIES                     13.7    
 
                              100.0%  
 
INCOME TAX INFORMATION
At October 31, 1998, the aggregate cost of investment securities for
income tax purposes was $1,066,921,000. Net unrealized appreciation
aggregated $167,507,000, of which $252,095,000 related to appreciated
investment securities and $84,588,000 related to depreciated
investment securities.
The fund hereby designates approximately $55,025,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
 
FINANCIAL STATEMENTS
 
 
 
<TABLE>
<CAPTION>
<S>                                                         <C>      <C>          
STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS                                            OCTOBER 31, 1998                                            
 
ASSETS                                                                            
 
INVESTMENT IN SECURITIES, AT VALUE (COST $1,062,130) -               $ 1,234,428  
SEE ACCOMPANYING SCHEDULE                                                         
 
FOREIGN CURRENCY HELD AT VALUE (COST $7)                              7           
 
RECEIVABLE FOR INVESTMENTS SOLD                                       18,509      
 
RECEIVABLE FOR FUND SHARES SOLD                                       2,433       
 
DIVIDENDS RECEIVABLE                                                  3,427       
 
INTEREST RECEIVABLE                                                   621         
 
RECEIVABLE FOR DAILY VARIATION ON FUTURE CONTRACTS                    623         
 
OTHER RECEIVABLES                                                     1           
 
 TOTAL ASSETS                                                         1,260,049   
 
LIABILITIES                                                                       
 
PAYABLE FOR INVESTMENTS PURCHASED                           $ 7,927               
 
PAYABLE FOR FUND SHARES REDEEMED                             2,483                
 
DISTRIBUTIONS PAYABLE                                        12                   
 
ACCRUED MANAGEMENT FEE                                       842                  
 
OTHER PAYABLES AND ACCRUED EXPENSES                          908                  
 
 TOTAL LIABILITIES                                                    12,172      
 
NET ASSETS                                                           $ 1,247,877  
 
NET ASSETS CONSIST OF:                                                            
 
PAID IN CAPITAL                                                      $ 1,056,963  
 
UNDISTRIBUTED NET INVESTMENT INCOME                                   2,133       
 
ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON                 15,430      
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS                                     
 
NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS             173,351     
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES                                  
 
NET ASSETS                                                           $ 1,247,877  
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                <C>  <C>      
STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) OCTOBER 31, 1998                 
 
CALCULATION OF MAXIMUM OFFERING PRICE                                    $16.32  
CLASS A:                                                                         
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE                                   
 ($12,460 (DIVIDED BY) 763.4 SHARES)                                             
 
MAXIMUM OFFERING PRICE PER SHARE (100/94.25 OF $16.32)                   $17.32  
 
CLASS T:                                                                 $16.48  
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE                                   
 ($1,085,736 (DIVIDED BY) 65,892 SHARES)                                         
 
MAXIMUM OFFERING PRICE PER SHARE (100/96.50 OF $16.48)                   $17.08  
 
CLASS B:                                                                 $16.08  
NET ASSET VALUE AND OFFERING PRICE PER SHARE                                     
 ($58,401 (DIVIDED BY) 3,631 SHARES) A                                           
 
CLASS C:                                                                 $16.37  
NET ASSET VALUE AND OFFERING PRICE PER SHARE                                     
 ($14,655 (DIVIDED BY) 895 SHARES) A                                             
 
INSTITUTIONAL CLASS:                                                     $16.36  
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE                             
 PER SHARE ($76,625 (DIVIDED BY) 4,683 SHARES)                                   
 
</TABLE>
 
A REDEMPTION PRICE PER SHARE IS EQUAL TO NET ASSET VALUE LESS ANY
APPLICABLE CONTINGENT DEFERRED SALES CHARGE.
 
<TABLE>
<CAPTION>
<S>                                                                 <C>
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS                             YEAR ENDED OCTOBER 31, 1998                             
 
INVESTMENT INCOME                                                   $ 23,681  
DIVIDENDS                                                                     
 
INTEREST                                                             5,285    
 
                                                                     28,966   
 
LESS FOREIGN TAXES WITHHELD                                          (2,628)  
 
 TOTAL INCOME                                                        26,338   
 
EXPENSES                                                                      
 
MANAGEMENT FEE                                            $ 9,423             
BASIC FEE                                                                     
 
 PERFORMANCE ADJUSTMENT                                    1,911              
 
TRANSFER AGENT FEES                                        2,767              
 
DISTRIBUTION FEES                                          6,391              
 
ACCOUNTING FEES AND EXPENSES                               669                
 
NON-INTERESTED TRUSTEES' COMPENSATION                      5                  
 
CUSTODIAN FEES AND EXPENSES                                710                
 
REGISTRATION FEES                                          147                
 
AUDIT                                                      52                 
 
LEGAL                                                      13                 
 
REPORTS TO SHAREHOLDERS                                    156                
 
MISCELLANEOUS                                              51                 
 
 TOTAL EXPENSES BEFORE REDUCTIONS                          22,295             
 
 EXPENSE REDUCTIONS                                        (248)     22,047   
 
NET INVESTMENT INCOME                                                4,291    
 
REALIZED AND UNREALIZED GAIN (LOSS)                                           
NET REALIZED GAIN (LOSS) ON:                                                  
 
 INVESTMENT SECURITIES                                     20,455             
 
 FOREIGN CURRENCY TRANSACTIONS                             (311)              
 
 FUTURES CONTRACTS                                         (2,735)   17,409   
 
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:                      
 
 INVESTMENT SECURITIES                                     23,211             
 
 ASSETS AND LIABILITIES IN FOREIGN CURRENCIES              179                
 
 FUTURES CONTRACTS                                         1,662     25,052   
 
NET GAIN (LOSS)                                                      42,461   
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                     $ 46,752  
FROM OPERATIONS                                                               
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                      <C>           <C>          
STATEMENT OF CHANGES IN NET ASSETS
AMOUNTS IN THOUSANDS                                     YEAR ENDED    YEAR ENDED   
                                                         OCTOBER 31,   OCTOBER 31,  
                                                         1998          1997         
 
INCREASE (DECREASE) IN NET ASSETS                                                   
 
OPERATIONS                                               $ 4,291       $ 9,334      
NET INVESTMENT INCOME                                                               
 
 NET REALIZED GAIN (LOSS)                                 17,409        84,440      
 
 CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION)     25,052        83,254      
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING          46,752        177,028     
FROM OPERATIONS                                                                     
 
DISTRIBUTIONS TO SHAREHOLDERS                             (11,326)      (10,798)    
FROM NET INVESTMENT INCOME                                                          
 
 FROM NET REALIZED GAIN                                   (66,913)      (42,335)    
 
 TOTAL DISTRIBUTIONS                                      (78,239)      (53,133)    
 
SHARE TRANSACTIONS - NET INCREASE (DECREASE)              85,339        39,574      
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                 53,852        163,469     
 
NET ASSETS                                                                          
 
 BEGINNING OF PERIOD                                      1,194,025     1,030,556   
 
 END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT   $ 1,247,877   $ 1,194,025  
INCOME OF $2,133 AND $10,180, RESPECTIVELY)                                         
 
</TABLE>
 
 
 
<TABLE>
<CAPTION>
<S>                                                    <C>       <C>       <C>          
FINANCIAL HIGHLIGHTS - CLASS A
                                                          YEARS ENDED OCTOBER 31,                
 
                                                       1998      1997      1996 D  
SELECTED PER-SHARE DATA                                                                 
 
NET ASSET VALUE, BEGINNING OF PERIOD                   $ 16.89   $ 15.29   $ 14.98      
 
INCOME FROM INVESTMENT OPERATIONS                                                       
 
 NET INVESTMENT INCOME E                                .09       .09       .04         
 
 NET REALIZED AND UNREALIZED GAIN (LOSS)                .51       2.39      .27         
 
 TOTAL FROM INVESTMENT OPERATIONS                       .60       2.48      .31         
 
LESS DISTRIBUTIONS                                                                      
 
 FROM NET INVESTMENT INCOME                             (.21)     (.25)     -           
 
 FROM NET REALIZED GAIN                                 (.96)     (.63)     -           
 
 TOTAL DISTRIBUTIONS                                    (1.17)    (.88)     -           
 
NET ASSET VALUE, END OF PERIOD                         $ 16.32   $ 16.89   $ 15.29      
 
TOTAL RETURN B, C                                       3.73%     16.95%    2.07%       
 
RATIOS AND SUPPLEMENTAL DATA                                                            
 
NET ASSETS, END OF PERIOD (IN MILLIONS)                $ 12      $ 5       $ 1          
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS                 1.55% F   1.90% F   1.16% A, F  
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER           1.54% G   1.89% G   1.16% A     
EXPENSE REDUCTIONS                                                                      
 
RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS    .51%      .53%      1.74% A     
 
PORTFOLIO TURNOVER                                      74%       70%       82%         
 
</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).
 
<TABLE>
<CAPTION>
<S>                               <C>                      <C>       <C>        <C>      <C>      
FINANCIAL HIGHLIGHTS - CLASS T
                                  YEARS ENDED OCTOBER 31,                                         
 
                                  1998                     1997      1996       1995     1994     
 
SELECTED PER-SHARE DATA                                                                           
 
NET ASSET VALUE, BEGINNING        $ 17.02                  $ 15.30   $ 13.92    $ 14.06  $ 12.93  
OF PERIOD                                                                                         
 
INCOME FROM INVESTMENT                                                                            
OPERATIONS                                                                                        
 
 NET INVESTMENT INCOME             .06 C                    .13 C     .19 C, D   .07      .01     
 
 NET REALIZED AND                  .52                      2.38      1.29       (.11)    1.14    
 UNREALIZED GAIN (LOSS)                                                                           
 
 TOTAL FROM INVESTMENT             .58                      2.51      1.48       (.04)    1.15    
 OPERATIONS                                                                                       
 
LESS DISTRIBUTIONS                                                                                
 
 FROM NET INVESTMENT INCOME        (.16)                    (.16)     (.09)      -        -       
 
 FROM NET REALIZED GAIN            (.96)                    (.63)     (.01)      (.02)    (.02)   
 
 IN EXCESS OF NET REALIZED GAIN    -                        -         -          (.08)    -       
 
 TOTAL DISTRIBUTIONS               (1.12)                   (.79)     (.10)      (.10)    (.02)   
 
NET ASSET VALUE, END OF PERIOD    $ 16.48                  $ 17.02   $ 15.30    $ 13.92  $ 14.06  
 
TOTAL RETURN A, B                  3.57%                    17.07%    10.69%     (.25)%   8.91%   
 
RATIOS AND SUPPLEMENTAL DATA                                                                      
 
NET ASSETS, END OF PERIOD         $ 1,086                  $ 1,111   $ 995      $ 742    $ 654    
(IN MILLIONS)                                                                                     
 
RATIO OF EXPENSES TO AVERAGE       1.74%                    1.66%     1.61%      1.90%    2.12%   
NET ASSETS                                                                                        
 
RATIO OF EXPENSES TO AVERAGE       1.72% E                  1.65% E   1.60% E    1.90%    2.12%   
NET ASSETS AFTER EXPENSE                                                                          
REDUCTIONS                                                                                        
 
RATIO OF NET INVESTMENT INCOME     .35%                     .80%      1.30%      1.01%    .05%    
TO AVERAGE NET ASSETS                                                                             
 
PORTFOLIO TURNOVER                 74%                      70%       82%        47%      34%     
 
</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 FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
 
 
<TABLE>
<CAPTION>
<S>                                        <C>       <C>       <C>        <C>          
FINANCIAL HIGHLIGHTS - CLASS B
                                                  YEARS ENDED OCTOBER 31,                      
 
                                           1998      1997      1996       1995 F  
SELECTED PER-SHARE DATA                                                                
 
NET ASSET VALUE, BEGINNING OF PERIOD       $ 16.69   $ 15.06   $ 13.92    $ 13.89      
 
INCOME FROM INVESTMENT OPERATIONS                                                      
 
 NET INVESTMENT INCOME (LOSS)               (.03) D   .02 D     .08 D, E   .01         
 
 NET REALIZED AND UNREALIZED GAIN (LOSS)    .51       2.36      1.26       .02         
 
 TOTAL FROM INVESTMENT OPERATIONS           .48       2.38      1.34       .03         
 
LESS DISTRIBUTIONS                                                                     
 
 FROM NET INVESTMENT INCOME                 (.13)     (.12)     (.19)      -           
 
 FROM NET REALIZED GAIN                     (.96)     (.63)     (.01)      -           
 
 TOTAL DISTRIBUTIONS                        (1.09)    (.75)     (.20)      -           
 
NET ASSET VALUE, END OF PERIOD             $ 16.08   $ 16.69   $ 15.06    $ 13.92      
 
TOTAL RETURN B, C                           3.00%     16.41%    9.73%      .22%        
 
RATIOS AND SUPPLEMENTAL DATA                                                           
 
NET ASSETS, END OF PERIOD (IN MILLIONS)    $ 58      $ 40      $ 19       $ 3          
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS     2.30% G   2.30%     2.37%      1.97% A, G  
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS     2.29% H   2.29% H   2.37%      1.97% A     
AFTER EXPENSE REDUCTIONS                                                               
 
RATIO OF NET INVESTMENT INCOME (LOSS) TO    (.19)%    .15%      .53%       .94% A      
AVERAGE NET ASSETS                                                                     
 
PORTFOLIO TURNOVER                          74%       70%       82%        47%         
 
</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 (LOSS) 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 (SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
H FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
 
<TABLE>
<CAPTION>
<S>                                                          <C>     
FINANCIAL HIGHLIGHTS - CLASS C
                                                              YEAR ENDED   
                                                              OCTOBER 31,  
 
                                                              1998 E       
 
SELECTED PER-SHARE DATA                                                    
 
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 17.23      
 
INCOME FROM INVESTMENT OPERATIONS                                          
 
 NET INVESTMENT INCOME (LOSS) D                                (.03)       
 
 NET REALIZED AND UNREALIZED GAIN (LOSS)                       .29         
 
 TOTAL FROM INVESTMENT OPERATIONS                              .26         
 
LESS DISTRIBUTIONS                                                         
 
 FROM NET INVESTMENT INCOME                                    (.16)       
 
 FROM NET REALIZED GAIN                                        (.96)       
 
 TOTAL DISTRIBUTIONS                                           (1.12)      
 
NET ASSET VALUE, END OF PERIOD                                $ 16.37      
 
TOTAL RETURN B, C                                              2.84%       
 
RATIOS AND SUPPLEMENTAL DATA                                               
 
NET ASSETS, END OF PERIOD (IN MILLIONS)                       $ 15         
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS                        2.30% A, F  
 
RATIO OF NET INVESTMENT (LOSS) INCOME TO AVERAGE NET ASSETS    (.20)% A    
 
PORTFOLIO TURNOVER                                             74%         
</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 (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
E FOR THE PERIOD NOVEMBER 3, 1997 (COMMENCEMENT OF SALE OF CLASS C
SHARES) TO OCTOBER 31, 1998.
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).
 
 
<TABLE>
<CAPTION>
<S>                                             <C>       <C>       <C>        <C>         
FINANCIAL HIGHLIGHTS - INSTITUTIONAL CLASS
                                                       YEARS ENDED OCTOBER 31,                      
 
                                                1998      1997      1996       1995 F  
SELECTED PER-SHARE DATA                                                                    
 
NET ASSET VALUE, BEGINNING OF PERIOD            $ 16.92   $ 15.20   $ 13.97    $ 13.89     
 
INCOME FROM INVESTMENT OPERATIONS                                                          
 
 NET INVESTMENT INCOME                           .13 D     .22 D     .21 D, E   .05        
 
 NET REALIZED AND UNREALIZED GAIN (LOSS)         .53       2.36      1.24       .03        
 
 TOTAL FROM INVESTMENT OPERATIONS                .66       2.58      1.45       .08        
 
LESS DISTRIBUTIONS                                                                         
 
 FROM NET INVESTMENT INCOME                      (.26)     (.23)     (.21)      -          
 
 FROM NET REALIZED GAIN                          (.96)     (.63)     (.01)      -          
 
 TOTAL DISTRIBUTIONS                             (1.22)    (.86)     (.22)      -          
 
NET ASSET VALUE, END OF PERIOD                  $ 16.36   $ 16.92   $ 15.20    $ 13.97     
 
TOTAL RETURN B, C                                4.11%     17.73%    10.51%     .58%       
 
RATIOS AND SUPPLEMENTAL DATA                                                               
 
NET ASSETS, END OF PERIOD (IN MILLIONS)         $ 77      $ 38      $ 16       $ 1         
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS          1.26%     1.17%     1.44%      .97% A, G  
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER    1.24% H   1.16% H   1.43% H    .97% A     
EXPENSE REDUCTIONS                                                                         
 
RATIO OF NET INVESTMENT INCOME TO                .76%      1.31%     1.46%      1.94% A    
AVERAGE NET ASSETS                                                                         
 
PORTFOLIO TURNOVER                               74%       70%       82%        47%        
 
</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).
 
NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1998
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Advisor Overseas Fund (the fund) is a fund of Fidelity
Advisor Series VIII (the trust) and is authorized to issue an
unlimited number of shares. The trust is registered under the
Investment Company Act of 1940, as amended (the 1940 Act), as an
open-end management investment company organized as a Massachusetts
business trust.
The fund offers Class A, Class T, Class B, Class C, and Institutional
Class shares, each of which has equal rights as to assets and voting
privileges. Each class has exclusive voting rights with respect to
matters that affect that class. The fund commenced sale of Class C
shares on November 3, 1997. Investment income, realized and unrealized
capital gains and losses, the common expenses of the fund, and certain
fund-level expense reductions, if any, are allocated on a pro rata
basis to each class based on the relative net assets of each class to
the total net assets of the fund. Each class of shares differs in its
respective distribution, transfer agent, and certain other
class-specific fees, expenses, and expense reductions.
The financial statements have been prepared in conformity with
generally accepted accounting principles which require management to
make certain estimates and assumptions at the date of the financial
statements. The following summarizes the significant accounting
policies of the fund:
SECURITY VALUATION. Securities for which 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 trading or events occurring in other markets
after the close of the principal market in which securities are traded
are expected to materially affect the value of those securities, then
they are valued at their fair value taking this trading or these
events into account. Fair value is determined in good faith under
consistently applied procedures under the general supervision of the
Board of Trustees. 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.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases
and sales of securities, income receipts and expense payments are
translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign 
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
FOREIGN CURRENCY TRANSLATION - CONTINUED
currencies, the difference between the amount of net investment income
accrued and the U.S. dollar amount actually received, and gains and
losses between trade date and settlement on purchases and sales of
securities. The effects of changes in foreign currency exchange rates
on investments in securities are included with the net realized and
unrealized gain or loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under
Subchapter M of the Internal Revenue Code, the fund is not subject to
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
among 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. 
Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for futures transactions, foreign currency transactions,
passive foreign investment companies (PFIC), non-taxable dividends,
and losses deferred due to wash sales. The fund also utilized earnings
and profits distributed to shareholders on redemption of shares as a
part of the dividends paid deduction for income tax purposes.
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 
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
DISTRIBUTIONS TO SHAREHOLDERS - CONTINUED
subsequent period. Any taxable income or gain remaining at fiscal year
end is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.
2. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated
securities. Losses may arise from changes in the value of the foreign
currency or if the counterparties do not perform under the contracts'
terms. The U.S. dollar value of foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with
other affiliated entities of FMR, may transfer uninvested cash
balances into one or more joint trading accounts. These balances are
invested in one or more repurchase agreements for U.S. Treasury or
Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above. 
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by
the SEC, the fund may invest in the Taxable Central Cash Fund (the
Cash Fund) managed by Fidelity Investments Money Management, Inc., an
affiliate of FMR. The Cash Fund is an open-end money market fund
available only to investment companies and other accounts managed by
FMR and its affiliates. The Cash Fund seeks preservation of capital,
liquidity, and current income by investing in U.S. Treasury securities
and repurchase agreements for these securities. Income distributions
from the Cash Fund are declared daily and paid monthly from net
interest income. Income distributions earned by the fund are recorded
as interest income in the accompanying financial statements.
2. OPERATING POLICIES - CONTINUED
FUTURES CONTRACTS. The fund may use futures contracts to manage its
exposure to the stock markets 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 $859,645,000 and $930,283,000, respectively.
The market value of futures contracts opened and closed during the
period amounted to $108,372,000 and $47,489,000, 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 fund's investment performance as compared 
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
to the appropriate index over a specified period of time. For the
period, the management fee was equivalent to an annual rate of .89% 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 Limited
(FIJ). 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. A portion of this fee may be reallowed to securities
dealers, banks and other financial institutions for the distribution
of each class of shares and providing shareholder support services.
For the period, this fee was based on the following annual rates of
the average net assets of each applicable class:
 
CLASS A    .25%     
 
CLASS T    .50%     
 
CLASS B    1.00% *  
 
CLASS C    1.00% *  
 
* .75% REPRESENTS A DISTRIBUTION FEE AND .25% REPRESENTS A SHAREHOLDER
SERVICE FEE.
For the period, each class paid FDC the following amounts, a portion
of which was retained by FDC:
 
          PAID TO     RETAINED  
          FDC         BY FDC    
 
CLASS A   $ 21,000    $ -       
 
CLASS T    5,793,000   62,000   
 
CLASS B    517,000     388,000  
 
CLASS C    60,000      60,000   
 
         $ 6,391,000  $ 510,000  
 
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
DISTRIBUTION AND SERVICE PLAN - CONTINUED
Under the Plans, FMR may use its resources to pay administrative and
promotional expenses related to the sale of each class' shares. The
Plans also authorize payments to third parties that assist in the sale
of each class' shares or render shareholder support services. For the
period, the following amounts were paid to third parties under the
Plans:
 
CLASS A               $ 7,000   
 
CLASS T                383,000  
 
CLASS B                33,000   
 
CLASS C                7,000    
 
INSTITUTIONAL CLASS    10,000   
 
SALES LOAD. FDC receives a front-end sales charge of up to 5.75% for
selling Class A shares, and 3.50% for selling Class T shares of the
fund. FDC receives the proceeds of contingent deferred sales charges
levied on Class B share redemptions occurring within six years of
purchase and Class C share redemptions occurring within one year of
purchase. Contingent deferred sales charges are based on declining
rates ranging from 5% to 1% for Class B and 1% for Class C, of the
lesser of the cost of shares at the initial date of purchase or the
net asset value of the redeemed shares, excluding any reinvested
dividends and capital gains. In addition, purchases of Class A and
Class T shares that were subject to a finder's fee bear a contingent
deferred sales charge on assets that do not remain in the fund for at
least one year. The Class A and Class T contingent deferred sales
charge is based on 0.25% of the lesser of the cost of shares at the
initial date of purchase or the net asset value of the redeemed
shares, excluding any reinvested dividends and capital gains. A
portion of the sales charges paid to FDC are paid to securities
dealers, banks and other financial institutions.
For the period, sales charge amounts paid to and retained by FDC were
as follows:
 
          PAID TO    RETAINED    
          FDC        BY FDC      
 
CLASS A   $ 123,000  $ 42,000    
 
CLASS T    618,000    174,000    
 
CLASS B    124,000    124,000 *  
 
CLASS C    4,000      4,000 *    
 
          $ 869,000  $ 344,000   
 
* WHEN CLASS B AND CLASS C SHARES ARE INITIALLY SOLD, FDC PAYS
COMMISSIONS FROM ITS OWN RESOURCES TO SECURITIES DEALERS, 
 BANKS, AND OTHER FINANCIAL INSTITUTIONS THROUGH WHICH THE SALES ARE
MADE.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
TRANSFER AGENT FEES. Fidelity Investments Institutional Operations
Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend
disbursing and shareholder servicing agent for each class of the fund.
FIIOC receives account fees and asset-based fees that vary according
to the account size and type of account of the shareholders of the
respective classes of the fund. FIIOC pays for typesetting, printing
and mailing of all shareholder reports, except proxy statements. For
the period, the following amounts were paid to FIIOC:
 
                       AMOUNT       % OF        
                                    AVERAGE     
                                    NET ASSETS  
 
CLASS A                $ 28,000      .32        
 
CLASS T                 2,490,000    .21        
 
CLASS B                 158,000      .30        
 
CLASS C                 16,000       .27 *      
 
INSTITUTIONAL CLASS     75,000       .16        
 
                       $ 2,767,000              
 
* ANNUALIZED
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee
is based on the level of average net assets for the month plus
out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $38,000 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 of the following classes:
 
                      FMR          REIMBURSEMENT  
                      EXPENSE                     
                      LIMITATIONS                 
 
CLASS A               1.55%        $ 11,000       
 
CLASS T               1.80%         -             
 
CLASS B               2.30%         18,000        
 
CLASS C               2.30%         12,000        
 
INSTITUTIONAL CLASS   1.30%         -             
 
                                   $ 41,000       
 
Effective December 1, 1998 these expense limitations were eliminated.
5. EXPENSE REDUCTIONS - CONTINUED
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 $207,000 under this arrangement.
6. DISTRIBUTIONS TO SHAREHOLDERS.
Distributions to shareholders of each class were as follows:
 
AMOUNTS IN THOUSANDS        YEAR ENDED OCTOBER 31,            
 
                            1998 A                  1997      
 
FROM NET INVESTMENT INCOME                                    
 
CLASS A                     $ 68                    $ 15      
 
CLASS T                      10,334                  10,326   
 
CLASS B                      321                     155      
 
CLASS C                      3                       -        
 
INSTITUTIONAL CLASS          600                     302      
 
TOTAL                       $ 11,326                $ 10,798  
 
FROM NET REALIZED GAIN                                        
 
CLASS A                     $ 310                   $ 38      
 
CLASS T                      62,023                  40,659   
 
CLASS B                      2,341                   812      
 
CLASS C                      27                      -        
 
INSTITUTIONAL CLASS          2,212                   826      
 
TOTAL                       $ 66,913                $ 42,335  
 
                            $ 78,239                $ 53,133  
 
A DISTRIBUTIONS FOR CLASS C ARE FOR THE PERIOD NOVEMBER 3, 1997
(COMMENCEMENT OF SALE OF SHARES) TO OCTOBER 31, 1998.
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,  
 
                                1998 A       1997         1998 A       1997         
 
                                                                                    
 
CLASS A                          2,135        333         $ $35,934    $ $5,654     
SHARES SOLD                                                                         
 
REINVESTMENT OF DISTRIBUTIONS    23           3            371          52          
 
SHARES REDEEMED                  (1,691)      (82)         (28,405)     (1,418)     
 
NET INCREASE (DECREASE)          467          254         $ 7,900      $ 4,288      
 
CLASS T                          47,385       29,400      $ 815,252    $ 487,493    
SHARES SOLD                                                                         
 
REINVESTMENT OF DISTRIBUTIONS    4,208        3,178        67,693       47,914      
 
SHARES REDEEMED                  (50,964)     (32,358)     (879,988)    (538,266)   
 
NET INCREASE (DECREASE)          629          220         $ 2,957      $ (2,859)    
 
CLASS B                          2,567        1,517       $ 43,550     $ 25,441     
SHARES SOLD                                                                         
 
REINVESTMENT OF DISTRIBUTIONS    153          63           2,417        931         
 
SHARES REDEEMED                  (1,476)      (432)        (24,505)     (7,271)     
 
NET INCREASE (DECREASE)          1,244        1,148       $ 21,462     $ 19,101     
 
CLASS C                          1,843        -           $ 30,151     $ -          
SHARES SOLD                                                                         
 
REINVESTMENT OF DISTRIBUTIONS    1            -            16           -           
 
SHARES REDEEMED                  (949)        -            (14,817)     -           
 
NET INCREASE (DECREASE)          895          -           $ 15,350     $ -          
 
INSTITUTIONAL CLASS              3,622        2,508       $ 58,034     $ 41,330     
SHARES SOLD                                                                         
 
REINVESTMENT OF DISTRIBUTIONS    146          68           2,327        1,019       
 
SHARES REDEEMED                  (1,346)      (1,384)      (22,691)     (23,305)    
 
NET INCREASE (DECREASE)          2,422        1,192       $ 37,670     $ 19,044     
 
</TABLE>
 
A SHARE TRANSACTIONS FOR CLASS C ARE FOR THE PERIOD NOVEMBER 3, 1997
(COMMENCEMENT OF SALE OF SHARES) TO OCTOBER 31, 1998..
8. REGISTRATION FEES.
For the period, each class paid the following amounts to register its
shares for sale:
 
                      REGISTRATION  
                      FEES          
 
CLASS A               $ 8,000       
 
CLASS T                73,000       
 
CLASS B                12,000       
 
CLASS C                15,000       
 
INSTITUTIONAL CLASS    39,000       
 
                      $ 147,000     
 
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Advisor Series VIII 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) at October 31, 1998, and the results of its operations, the
changes in its net assets and the financial highlights for the periods
indicated, in conformity with generally accepted accounting
principles. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the
responsibility of the Fidelity Advisor 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, 1998 by correspondence with the custodian
and brokers, provide a reasonable basis for the opinion expressed
above.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
December 11, 1998
 
DISTRIBUTIONS
 
 
The Board of Trustees of Fidelity Advisor Overseas Fund voted to pay
to shareholders of record at the opening of business on record date,
the following distributions derived from capital gains realized from
sales of portfolio securities, and dividends derived from net
investment income:
 
CLASS A
PAY DATE       12/8/97 12/7/98
RECORD DATE    12/5/97 12/4/98
DIVIDENDS      $0.21   $0.11
SHORT-TERM
CAPITAL GAINS  $0.34   __
LONG-TERM
CAPITAL GAINS  $0.62   $0.14
LONG-TERM
CAPITAL GAIN PERCENTAGES:
 28% rate      55.85%  __
 20% rate      44.15%  100%
 
 
CLASS T
PAY DATE       12/8/97 12/7/98
RECORD DATE    12/5/97 12/4/98
DIVIDENDS      $0.16   $0.04
SHORT-TERM
CAPITAL GAINS  $0.34   __
LONG-TERM
CAPITAL GAINS  $0.62   $0.14
LONG-TERM
CAPITAL GAIN PERCENTAGES:
 28% rate      55.85%  __
 20% rate      44.15%  100%
 
 
CLASS B
PAY DATE       12/8/97 12/7/98
RECORD DATE    12/5/97 12/4/98
DIVIDENDS      $0.13   __
SHORT-TERM
CAPITAL GAINS  $0.34   __
LONG-TERM
CAPITAL GAINS  $0.62   $0.14
LONG-TERM
CAPITAL GAIN PERCENTAGES:
 28% rate      55.85%  __
 20% rate      44.15%  100%
 
CLASS C
PAY DATE       12/8/97 12/7/98
RECORD DATE    12/5/97 12/4/98
DIVIDENDS      $0.16   $0.06
SHORT-TERM
CAPITAL GAINS  $0.34   __
LONG-TERM
CAPITAL GAINS  $0.62   $0.14
LONG-TERM
CAPITAL GAIN PERCENTAGES:
 28% rate      55.85%  __
 20% rate      44.15%  100%
 
A total of 1.32% of the dividends distributed during the fiscal year
was derived from interest on U.S. Government securities which is
generally exempt from state income tax.
A total of 1% of the dividends distributed during the fiscal year for
each of Class A, Class T, Class B, and Class C qualifies for the
dividends-received deduction for corporate shareholders.
The fund will notify shareholders in January 1999 of the applicable
percentages for use in preparing 1998 income tax returns.
 
 
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 8, 1997:
 
         INCOME PER SHARE  TAXES PER SHARE
Class A  $0.273            $0.031
Class T  $0.249            $0.031
Class B  $0.235            $0.031
Class C  $0.249            $0.031
 
 
 
 
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
Richard A. Spillane, Jr., Vice President
Richard R. Mace, Jr., Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Investments Institutional Operations Company, Inc.
Boston, MA 
CUSTODIAN
The Chase Manhattan Bank
New York, NY
 
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 TechnoQuantSM 
Growth Fund
Fidelity Advisor Small Cap Fund
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
 
OS-ANN-1298  66784
1.538536.101
 
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
 
MONEY MARKET FUNDS
Prime Fund
Treasury Fund
Tax-Exempt Fund
 
(FIDELITY_LOGO_GRAPHIC)(registered trademark)
 
 
 
(2_FIDELITY_LOGOS)(REGISTERED TRADEMARK)
 
FIDELITY ADVISOR
OVERSEAS
FUND - INSTITUTIONAL CLASS
 
ANNUAL REPORT
OCTOBER 31, 1998
 
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    23  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   42  THE AUDITORS' OPINION.                      
ACCOUNTANTS                                                             
 
DISTRIBUTIONS           43                                              
 
 
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:
What a difference one month can make. The stock and bond markets did
an about-face in October, as renewed optimism in many emerging markets
and more encouraging corporate earnings forecasts in the U.S. replaced
the concerns that had shaped the financial markets in recent months.
Equity markets worldwide bounced back strongly, while the major U.S.
bond indexes were off slightly as the flight to safety eased. 
While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.
First, investors are encouraged to take a long-term view of their
portfolios. If you can afford to leave your money invested through the
inevitable up and down cycles of the financial markets, you will
greatly reduce your vulnerability to any single decline. We know from
experience, for example, that stock prices have gone up over longer
periods of time, have significantly outperformed other types of
investments and have stayed ahead of inflation. 
Second, you can further manage your investing risk through
diversification. A stock mutual fund, for instance, is already
diversified, because it invests in many different companies. You can
increase your diversification further by investing in a number of
different stock funds, or in such other investment categories as
bonds. If you have a short investment time horizon, you might want to
consider moving some of your investment into a money market fund,
which seeks income and a stable share price by investing in
high-quality, short-term investments. Of course, it's important to
remember that there is no assurance that a money market fund will
achieve its goal of maintaining a stable net asset value of $1.00 per
share, and that these types of funds are neither insured nor
guaranteed by any agency of the U.S. government.
Finally, no matter what your time horizon or portfolio diversity, it
makes good sense to follow a regular investment plan, investing a
certain amount of money in a fund at the same time each month or
quarter and periodically reviewing your overall portfolio. By doing
so, you won't get caught up in the excitement of a rapidly rising
market, nor will you buy all your shares at market highs. While this
strategy - known as dollar cost averaging - won't assure a profit or
protect you from a loss in a declining market, it should help you
lower the average cost of your purchases. Of course, you should
consider your financial ability to continue your purchases through
periods of low price levels before undertaking such a strategy.
Remember to contact your investment professional if you need help with
your investments.
Best regards,
Edward C. Johnson 3d
 
FIDELITY ADVISOR OVERSEAS FUND - INSTITUTIONAL CLASS
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate historical performance. You can
look at the total percentage change in value, the average annual
percentage change or the growth of a hypothetical $10,000 investment.
Total return reflects the change in the value of an investment,
assuming reinvestment of the class' dividend income and capital gains
(the profits earned upon the sale of securities that have grown in
value). 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 shares' prior 0.65% 12b-1 fee. If Fidelity had not reimbursed
certain class expenses, the past five years and life of fund total
returns would have been lower. Prior to December 1, 1992, Fidelity
Advisor Overseas Fund operated under a different investment objective.
Accordingly, the fund's historical performance may not represent its
current investment policies.
 
CUMULATIVE TOTAL RETURNS
PERIODS ENDED OCTOBER 31, 1998        PAST 1  PAST 5  LIFE OF  
                                      YEAR    YEARS   FUND     
 
FIDELITY ADV OVERSEAS - INST CL       4.11%   47.68%  97.53%   
 
MSCI EAFE(REGISTERED TRADEMARK)       9.89%   39.58%  76.78%   
 
INTERNATIONAL FUNDS AVERAGE           4.07%   41.60%  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 489 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, 1998   PAST 1  PAST 5  LIFE OF  
                                 YEAR    YEARS   FUND     
 
FIDELITY ADV OVERSEAS - INST CL  4.11%   8.11%   8.31%    
 
MSCI EAFE                        9.89%   6.90%   6.91%    
 
INTERNATIONAL FUNDS AVERAGE      4.07%   7.02%   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
             FA Overseas -CL I           MS EAFE Index (Net)
             00655                       MS001
  1990/04/23      10000.00                    10000.00
  1990/04/30       9890.00                     9870.12
  1990/05/31      10320.00                    10996.32
  1990/06/30      10840.00                    10899.46
  1990/07/31      11480.00                    11052.99
  1990/08/31      10110.00                     9979.65
  1990/09/30       9250.00                     8588.84
  1990/10/31       9550.00                     9927.15
  1990/11/30       9560.00                     9341.56
  1990/12/31       9467.28                     9492.89
  1991/01/31       9699.18                     9799.94
  1991/02/28      10132.72                    10850.48
  1991/03/31       9568.11                    10199.10
  1991/04/30       9558.02                    10299.26
  1991/05/31       9568.11                    10406.73
  1991/06/30       8852.26                     9642.03
  1991/07/31       9356.38                    10115.76
  1991/08/31       9497.53                     9910.33
  1991/09/30       9991.56                    10468.87
  1991/10/31       9860.49                    10617.27
  1991/11/30       9608.44                    10121.61
  1991/12/31      10109.05                    10644.32
  1992/01/31      10139.74                    10416.96
  1992/02/29      10375.08                    10044.12
  1992/03/31      10057.89                     9381.04
  1992/04/30      10579.71                     9425.64
  1992/05/31      11009.45                    10056.55
  1992/06/30      10835.51                     9579.54
  1992/07/31      10416.00                     9334.37
  1992/08/31      10129.51                     9919.83
  1992/09/30       9976.03                     9723.94
  1992/10/31       9280.27                     9213.87
  1992/11/30       9157.49                     9300.58
  1992/12/31       9620.40                     9348.68
  1993/01/31      10106.59                     9347.54
  1993/02/28      10323.83                     9629.89
  1993/03/31      10954.84                    10469.29
  1993/04/30      11803.09                    11462.85
  1993/05/31      12113.43                    11704.95
  1993/06/30      11782.40                    11522.33
  1993/07/31      12361.70                    11925.66
  1993/08/31      13178.91                    12569.45
  1993/09/30      13044.43                    12286.52
  1993/10/31      13375.46                    12665.16
  1993/11/30      12858.23                    11558.09
  1993/12/31      13645.20                    12392.67
  1994/01/31      14546.59                    13440.41
  1994/02/28      14349.73                    13403.18
  1994/03/31      13987.11                    12825.89
  1994/04/30      14588.03                    13370.08
  1994/05/31      14318.65                    13293.32
  1994/06/30      14204.68                    13481.18
  1994/07/31      14567.31                    13610.83
  1994/08/31      14702.00                    13933.07
  1994/09/30      14246.13                    13494.24
  1994/10/31      14567.31                    13943.59
  1994/11/30      13997.47                    13273.46
  1994/12/31      13915.13                    13356.58
  1995/01/31      13340.98                    12843.48
  1995/02/28      13372.30                    12806.62
  1995/03/31      13789.86                    13605.38
  1995/04/30      14196.98                    14117.06
  1995/05/31      14353.56                    13948.78
  1995/06/30      14457.95                    13704.16
  1995/07/31      15094.73                    14557.33
  1995/08/31      14677.17                    14002.02
  1995/09/30      14865.07                    14275.48
  1995/10/31      14583.22                    13891.75
  1995/11/30      14729.37                    14278.28
  1995/12/31      15182.32                    14853.55
  1996/01/31      15447.38                    14914.53
  1996/02/29      15479.18                    14964.95
  1996/03/31      15691.23                    15282.75
  1996/04/30      16115.31                    15727.07
  1996/05/31      16094.11                    15437.66
  1996/06/30      16200.13                    15524.55
  1996/07/31      15723.03                    15070.80
  1996/08/31      15829.05                    15103.83
  1996/09/30      16284.95                    15505.07
  1996/10/31      16115.31                    15346.41
  1996/11/30      16963.49                    15957.02
  1996/12/31      17055.42                    15751.75
  1997/01/31      17066.64                    15203.59
  1997/02/28      17447.89                    15455.97
  1997/03/31      17604.88                    15514.70
  1997/04/30      17750.65                    15600.03
  1997/05/31      18860.77                    16618.24
  1997/06/30      19858.75                    17537.23
  1997/07/31      20553.97                    17823.44
  1997/08/31      19006.54                    16494.71
  1997/09/30      20408.20                    17421.22
  1997/10/31      18972.90                    16086.58
  1997/11/30      18905.62                    15925.71
  1997/12/31      19065.21                    16067.61
  1998/01/31      19668.92                    16805.43
  1998/02/28      20779.75                    17886.86
  1998/03/31      21709.47                    18441.00
  1998/04/30      22301.10                    18590.00
  1998/05/31      22276.95                    18503.19
  1998/06/30      22047.54                    18646.59
  1998/07/31      22216.58                    18839.02
  1998/08/31      18183.79                    16508.44
  1998/09/30      18135.49                    16005.92
  1998/10/30      19729.29                    17678.06
IMATRL PRASUN   SHR__CHT 19981031 19981106 162146 R00000000000106
 
$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, 1998, the value of the investment would have grown to $19,753 - a
97.53% 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 $17,678 - a 76.78%
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
Like a white-knuckle flyer on a long 
overseas flight, international 
investors were tightening their seat 
belts to ride out the turbulent 
international equity markets over 
the past year. For the 12-month 
period ending October 31, 1998, 
the Morgan Stanley Capital 
International EAFE Index - which 
measures the performance of stock 
markets in Europe, Australasia and 
the Far East - returned 9.89%. 
European markets were the primary 
contributors to this solid return. 
They benefited from corporate 
restructurings designed to cut costs 
and improve share prices, and 
from solid economic growth 
prospects. France and Germany 
were particularly strong 
performers. On the opposite side 
of the world, emerging markets in 
Latin America suffered considerably. 
And in large part, they had Russia 
to blame. Russia's devaluation of its 
currency and debt defaults caused 
investors to sell off investments 
considered to carry more risk, such 
as emerging-market equities. Markets 
in Venezuela and Brazil, already 
teetering on the edge thanks to 
political instability, dropped 
precipitously. Currency 
devaluations also continued to 
plague Southeast Asian countries, 
specifically Indonesia, Thailand, 
Malaysia and South Korea. The 
Japanese economy continued to 
sink lower, as the ailing banking 
sector seemed oblivious to 
repeated promises - and a lack 
of action - by the Japanese 
government for assistance. 
An interview with Richard Mace, Portfolio Manager of Fidelity Advisor
Overseas Fund 
Q. HOW DID THE FUND PERFORM, RICK?
A. For the 12 months that ended October 31, 1998, the fund's
Institutional Class shares returned 4.11%. This lagged the Morgan
Stanley Capital International Europe, Australasia, Far East (EAFE)
Index, which returned 9.89% over the same time period. The
international funds average, as tracked by Lipper Analytical Services,
had a 12-month return of 4.07% as of October 31, 1998.
Q. WHY DID THE FUND UNDERPERFORM BOTH THE EAFE INDEX AND THE LIPPER
PEER GROUP?
A. A major reason was the fund's exposure both to investments in
emerging-market countries as well as to companies whose businesses
were negatively affected by emerging-market disruptions. The fund's
exposure to emerging-market securities totaled slightly less than 4%
of the fund's investments, but several of the fund's commodities and
banking-related positions performed weakly. Declining demand led to
lower commodity prices in general, while banks reported an increase in
problematic loans stemming from stagnant economic growth. Commodity
holdings that were hurt during the period included energy-related
stocks Elf Aquitaine, based in France, as well as Brazil-based
Petrobras and Canadian Natural Resources. Banking positions that were
negatively affected included Mexican holdings Grupo Financiero
Bancomer and BANACCI.
Q. YOU INCREASED THE FUND'S EXPOSURE TO UTILITIES STOCKS DURING THE
PERIOD, FROM AROUND 8% TO JUST UNDER 14% OF INVESTMENTS. WHY?
A. The utilities sector - particularly the telephone utility segment -
provided a number of opportunities over the past year. Companies have
had to cope with a rapidly changing competitive environment as
industry deregulation opened up new opportunities for expansion into
new markets. I found a number of telecommunications companies in
Europe and Japan that I felt were attractively valued, particularly
among cellular providers. These included United Kingdom-based Vodafone
- - which the fund has had a stake in for some time - Germany's
Mannesmann and Spain's Telefonica. Each of these positions contributed
positively to the fund's performance.
Q. WHICH OTHER STOCKS PERFORMED WELL? WHICH PROVED DISAPPOINTING?
A. European business services providers such as Britain's Rentokil and
Securicor got a boost from improved business conditions, as did
computer systems and software providers such as France's Cap Gemini
and Atos, and Denmark's International Service Systems. In terms of
disappointments, paper stocks were another commodities area hit hard
by falling prices. The fund's positions in Canadian paper companies
Domtar and St. Laurent Paperboard, for instance, were notable
detractors. 
Q. SHAREHOLDERS MAY NOTICE THAT THE FUND HOLDS SEVERAL POSITIONS IN
FUTURES CONTRACTS. WHAT ROLE DO THESE INVESTMENTS PLAY IN THE
PORTFOLIO?
A. While there are many different uses for futures contracts, I use
them in the fund to be as fully invested in equities as possible.
During periods of inconsistent cash flows, volatile financial markets
or if the fund experiences a temporary cash buildup due to my selling
a few stocks, the use of futures can provide a low-cost, liquid way
for the fund to remain substantially  invested in a diversified group
of stocks.
Q. WHAT'S YOUR OUTLOOK FOR THE COMING MONTHS? 
A. I'm optimistic that Europe's economies will continue to improve. As
the latter months of this past period proved, though, corporate
earnings must be watched carefully and a determination must be made as
to whether those earnings support prevailing valuations. If earnings
disappoint, more stock market corrections could become reality. It's
becoming an old story, but as far as the situation in Japan goes, I'll
continue to look for glimmers of economic improvement. Towards the end
of the period, we began to see Japanese companies adopt a more
shareholder-friendly focus. Lastly, the emerging markets still appear
to be in turmoil at this point. Continuing economic and currency
concerns, combined with social unrest, provide a less-than-promising
outlook for a fast recuperation. Regardless, I'll keep an eye on a
number of companies that have shown valuation improvements over the
past few months.
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 DISCUSSES THE 
IMPACT OF THE UPCOMING 
INTRODUCTION OF THE EURO:
"On January 1, 1999, 11 of the `in' 
countries of the European Union 
- - including Germany, France, 
Italy, Spain, the Netherlands, 
Belgium, Austria, Finland, 
Portugal, Ireland and Luxembourg 
- - will officially adopt the euro as 
their currency. The introduction 
of the euro could have the effect 
of reducing the costs of doing 
business throughout Europe. This 
could make Europe a more 
attractive place to do business 
and, in turn, could heighten 
interest among multinational 
corporations around the world in 
both owning more European 
businesses and expanding their 
operations in the region. In 
addition, the launch of the euro 
should serve to improve the 
efficiency of those businesses 
operating in Europe.
"In terms of the impact the euro 
will have on the way I manage the 
fund, it will be extremely minimal. 
My stock selection process is built 
on the foundation of individual 
stock analysis and that has never 
wavered. Rather, I'll have to get 
used to the fact that a security that 
was valued at 10 Deutsche marks 
the week before may be worth only 
five euro on January 4. We may also 
see more investment opportunities 
throughout Europe, as companies 
could forego the traditional bank 
route and go to the capital markets 
to raise money for improvements."
 
FUND FACTS
GOAL: seeks growth of capital 
primarily through investments 
in foreign securities
START DATE: April 23, 1990
SIZE: as of October 31, 1998, 
more than $1.2 billion
MANAGER: Richard Mace, 
since 1996; joined Fidelity 
in 1987
(checkmark)
 
 
INVESTMENT CHANGES 
 
 
 
 
 
<TABLE>
<CAPTION>
<S>                                       <C>           <C>                      
TOP FIVE STOCKS AS OF OCTOBER 31, 1998                                           
 
                                          % OF FUND'S   % OF FUND'S INVESTMENTS  
                                          INVESTMENTS   IN THESE STOCKS          
                                                        6 MONTHS AGO             
 
NOVARTIS AG (REG.) (SWITZERLAND,           1.8           1.8                     
DRUGS & PHARMACEUTICALS)                                                         
 
ELF AQUITAINE (FRANCE, OIL & GAS)          1.7           0.9                     
 
TELEFONICA DE ESPANA SA (SPAIN,            1.7           1.0                     
TELEPHONE SERVICES)                                                              
 
TOTAL SA CLASS B (FRANCE, OIL & GAS)       1.6           2.0                     
 
SMITHKLINE BEECHAM PLC (UNITED KINGDOM,    1.4           1.1                     
DRUGS & PHARMACEUTICALS)                                                         
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                             <C>           <C>                      
TOP FIVE MARKET SECTORS AS OF OCTOBER 31, 1998                                         
 
                                                % OF FUND'S   % OF FUND'S INVESTMENTS  
                                                INVESTMENTS   IN THESE MARKET SECTORS  
                                                              6 MONTHS AGO             
 
FINANCE                                          20.9          20.1                    
 
UTILITIES                                        13.7          8.3                     
 
HEALTH                                           8.2           9.0                     
 
ENERGY                                           7.1           7.3                     
 
DURABLES                                         5.6           6.5                     
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                        <C>           <C>                      
TOP FIVE COUNTRIES AS OF OCTOBER 31, 1998                                         
 
(EXCLUDING CASH EQUIVALENTS)               % OF FUND'S   % OF FUND'S INVESTMENTS  
                                           INVESTMENTS   IN THESE COUNTRIES       
                                                         6 MONTHS AGO             
 
UNITED KINGDOM                              16.8          14.9                    
 
FRANCE                                      15.0          13.5                    
 
JAPAN                                       14.8          17.1                    
 
GERMANY                                     9.0           5.5                     
 
NETHERLANDS                                 7.6           8.8                     
 
</TABLE>
 
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, 1998  AS OF APRIL 30, 1998 
ROW: 1, COL: 1, VALUE: 91.5
ROW: 1, COL: 2, VALUE: 1.5
ROW: 1, COL: 3, VALUE: 7.0
ROW: 1, COL: 1, VALUE: 92.09999999999999
ROW: 1, COL: 2, VALUE: 1.5
ROW: 1, COL: 3, VALUE: 6.4
STOCKS, CLOSED-END 
INVESTMENT COMPANIES 
AND EQUITY FUTURES 92.8%
FOREIGN GOVERNMENT 
OBLIGATIONS 0.2%
SHORT-TERM
INVESTMENTS 7.0%
   
STOCKS, CLOSED-END
INVESTMENT COMPANIES 
AND EQUITY FUTURES 93.5%
FOREIGN GOVERNMENT 
OBLIGATIONS 0.1%
SHORT-TERM
INVESTMENTS 6.4%
   
 
 
INVESTMENTS OCTOBER 31, 1998  
 
SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                           <C>           <C>         <C>              
COMMON STOCKS - 84.3%                                                                                    
 
                                                              SHARES                    VALUE (NOTE 1)   
                                                                                        (000S)           
 
ARGENTINA - 0.0%                                                                                         
 
BANSUD SA CLASS B (A)                                          118,100                  $ 396            
 
AUSTRALIA - 2.4%                                                                                         
 
AUSTRALIA & NEW ZEALAND BANKING GROUP LTD.                     752,366                   4,293           
 
BRAMBLES INDUSTRIES LTD.                                       31,550                    690             
 
BROKEN HILL PROPRIETARY CO. LTD. (THE)                         272,505                   2,311           
 
COLES MYER LTD.                                                463,300                   1,982           
 
COMMONWEALTH BANK OF AUSTRALIA (C)                             230,500                   2,859           
 
CSR LTD.                                                       154,400                   352             
 
DAVID JONES LTD.                                               447,200                   454             
 
FOSTERS BREWING GROUP LTD.                                     572,900                   1,404           
 
NATIONAL AUSTRALIA BANK LTD.                                   98,300                    1,300           
 
NEWS CORP. LTD.                                                310,574                   2,117           
 
NEWS CORP. LTD.:                                                                                         
 
ADR                                                            88,700                    2,423           
 
SPONSORED ADR (LTD. VTG.)                                      27,300                    660             
 
RIO TINTO LTD.                                                 85,900                    1,072           
 
SMITH (HOWARD) LTD.                                            27,100                    162             
 
WMC LTD.                                                       1,359,954                 4,605           
 
WOODSIDE PETROLEUM LTD.                                        246,000                   1,297           
 
WOOLWORTHS LTD.                                                480,947                   1,689           
 
                                                                                         29,670          
 
AUSTRIA - 0.1%                                                                                           
 
BANK AUSTRIA AG                                                14,700                    801             
 
BELGIUM - 0.0%                                                                                           
 
FORTIS AG                                                      700                       201             
 
BRAZIL - 1.5%                                                                                            
 
CENTRAIS ELECTRICAS BRASILEIRAS SA                             48,058,000                1,112           
 
COMPANIA ENERGERTICA MINAS GERAIS                              110,330,283               2,146           
 
TELEBRAS SPONSORED ADR                                         206,600                   15,689          
 
                                                                                         18,947          
 
CANADA - 1.2%                                                                                            
 
ALCAN ALUMINIUM LTD.                                           25,500                    640             
 
BCE, INC.                                                      165,500                   5,610           
 
CANADIAN NATURAL RESOURCES LTD. (A)                            115,800                   2,026           
 
INCO LTD.                                                      101,800                   1,092           
 
COMMON STOCKS - CONTINUED                                                                                
 
                                                              SHARES                    VALUE (NOTE 1)   
                                                                                        (000S)           
 
CANADA - CONTINUED                                                                                       
 
NORANDA, INC.                                                  245,500                  $ 3,628          
 
RIO ALTO EXPLORATION LTD. (A)                                  143,000                   1,557           
 
                                                                                         14,553          
 
DENMARK - 0.5%                                                                                           
 
DEN DANSKE BANK GROUP AS                                       13,300                    1,808           
 
INTERNATIONAL SERVICE SYSTEMS AS CLASS B                       22,100                    1,494           
 
UNIDANMARK AS CLASS A                                          35,300                    2,694           
 
                                                                                         5,996           
 
FINLAND - 1.7%                                                                                           
 
ENSO OY CLASS R                                                172,900                   1,340           
 
MERITA LTD. SERIES A                                           88,800                    477             
 
OY NOKIA AB:                                                                                             
 
SERIES A                                                       156,400                   14,555          
 
SPONSORED ADR                                                  1,000                     93              
 
RAISIO GROUP PLC                                               48,400                    654             
 
SAMPO INSURANCE CO. LTD.                                       33,900                    1,058           
 
UPM-KYMMENE CORP.                                              115,200                   2,759           
 
                                                                                         20,936          
 
FRANCE - 13.8%                                                                                           
 
ACCOR SA                                                       30,500                    6,416           
 
ALCATEL ALSTHOM COMPAGNIE GENERALE D'ELECTRICITE SA            123,200                   13,552          
 
ALCATEL ALSTHOM COMPAGNIE GENERALE D'ELECTRICITE SA            1,000                     22              
SPONSORED ADR                                                                                            
 
AXA SA                                                         93,690                    10,606          
 
ATOS SA (A)                                                    15,200                    2,871           
 
BANQUE NATIONALE DE PARIS                                      83,300                    5,284           
 
CAP GEMINI SA                                                  33,100                    4,982           
 
CASTORAMA DUBOIS INVESTISSEMENTS SA                            12,900                    2,304           
 
COFLEXIP SA SPONSORED ADR                                      51,300                    2,469           
 
COMPAGNIE DE ST. GOBAIN                                        18,700                    2,771           
 
COMPAGNIE FINANCIERE DE PARIBAS CLASS A (REG.)                 30,400                    2,238           
 
CREDIT COMMERCIAL DE FRANCE                                    30,000                    2,110           
 
ELF AQUITAINE                                                  183,363                   21,270          
 
ELF AQUITAINE SPONSORED ADR                                    1,000                     58              
 
GROUPE DANONE                                                  24,400                    6,461           
 
LAFARGE SA                                                     23,154                    2,371           
 
LAGARDERE S.C.A. (REG.)                                        70,500                    2,842           
 
COMMON STOCKS - CONTINUED                                                                                
 
                                                              SHARES                    VALUE (NOTE 1)   
                                                                                        (000S)           
 
FRANCE - CONTINUED                                                                                       
 
MICHELIN SA (COMPAGNIE GENERALE DES ETABLISSEMENTS) CLASS B    46,851                   $ 1,934          
 
PECHINEY SA CLASS A (A)                                        48,343                    1,664           
 
PEUGEOT SA                                                     12,100                    2,022           
 
RENAULT SA                                                     101,300                   4,337           
 
RHONE-POULENC SA:                                                                                        
 
CLASS A                                                        104,205                   4,865           
 
SPONSORED ADR CLASS A                                          1,000                     47              
 
ROYAL CANIN SA (C)                                             5,100                     276             
 
SANOFI SA                                                      47,945                    7,519           
 
SCOR SA                                                        72,400                    4,158           
 
SOCIETE GENERALE, FRANCE CLASS A                               83,900                    11,116          
 
SUEZ LYONNAISE DES EAUX                                        23,900                    4,287           
 
TOTAL SA:                                                                                                
 
CLASS B                                                        164,390                   19,234          
 
SPONSORED ADR                                                  1,000                     59              
 
UNIBAIL                                                        9,000                     1,238           
 
UNION ASSURANCESFEDERALES SA                                   32,900                    4,122           
 
VALEO SA                                                       24,900                    2,159           
 
VIVENDI SA                                                     56,300                    12,878          
 
                                                                                         170,542         
 
GERMANY - 6.8%                                                                                           
 
ADIDAS-SALOMON AG                                              21,400                    2,523           
 
ALLIANZ AG (REG.)                                              31,800                    10,930          
 
BASF AG                                                        151,800                   6,460           
 
BAYER AG                                                       112,200                   4,611           
 
BAYERISCHE HYPO-UND VEREINSBANK                                81,400                    6,449           
 
BAYERISCHE MOTOREN WERKE (BMW) AG                              3,600                     2,536           
 
BHF BANK AG                                                    184,500                   7,167           
 
CONTINENTAL GUMMI-WERKE AG                                     22,300                    593             
 
DAIMLER-BENZ AG (A)                                            82,800                    6,527           
 
DEUTSCHE LUFTHANSA AG (REG.)                                   110,300                   2,407           
 
DEUTSCHE TELEKOM AG                                            193,000                   5,230           
 
DRESDNER BANK AG                                               38,500                    1,501           
 
HOECHST AG                                                     47,700                    2,011           
 
HOLZMANN (PHILLIP) AG (A)                                      1,200                     122             
 
MANNESMANN AG                                                  125,620                   12,403          
 
SCHERING AG                                                    7,000                     819             
 
SIEMENS AG                                                     61,600                    3,799           
 
COMMON STOCKS - CONTINUED                                                                                
 
                                                              SHARES                    VALUE (NOTE 1)   
                                                                                        (000S)           
 
GERMANY - CONTINUED                                                                                      
 
VEBA AG                                                        44,100                   $ 2,450          
 
VIAG AG                                                        7,300                     4,939           
 
                                                                                         83,477          
 
HONG KONG - 0.6%                                                                                         
 
CLP HOLDINGS LTD.                                              248,000                   1,393           
 
DAIRY FARM INTERNATIONAL HOLDINGS LTD.                         879,000                   1,081           
 
HONG KONG & CHINA GAS CO. LTD.                                 180,000                   256             
 
JOHNSON ELECTRIC HOLDINGS LTD.                                 1,334,000                 3,101           
 
LI & FUNG LTD.                                                 92,000                    144             
 
SUN HUNG KAI PROPERTIES LTD.                                   86,000                    600             
 
VTECH HOLDINGS LTD.                                            313,000                   1,174           
 
                                                                                         7,749           
 
IRELAND - 1.3%                                                                                           
 
BANK OF IRELAND, INC.                                          401,010                   7,336           
 
CRH PLC                                                        102,700                   1,476           
 
ELAN CORP. PLC ADR (A)                                         46,600                    3,265           
 
IRISH LIFE PLC                                                 268,200                   2,380           
 
SMURFIT (JEFFERSON) GROUP PLC                                  1,021,500                 1,660           
 
                                                                                         16,117          
 
ITALY - 2.8%                                                                                             
 
ASSICURAZIONI GENERALI SPA                                     324,300                   11,587          
 
BANCA COMMERCIALE ITALIANA SPA                                 166,700                   1,032           
 
BANCA DI ROMA (A)                                              3,140,300                 5,487           
 
ENI SPA SPONSORED ADR                                          235,400                   1,406           
 
FINMECCANICA SPA (A)                                           1,143,400                 903             
 
ISTITUTO BANCARIO SAN PAOLO                                    178,100                   2,650           
 
ISTITUTO NAZIONALE DELLE ASSICURAZIONI SPA                     590,100                   1,635           
 
TELECOM ITALIA MOBILE SPA                                      600,400                   3,495           
 
TELECOM ITALIA SPA                                             133,330                   966             
 
UNICREDITO ITALIANO SPA                                        910,500                   4,912           
 
                                                                                         34,073          
 
JAPAN - 12.9%                                                                                            
 
ACOM CO. LTD.                                                  64,100                    3,593           
 
AIFUL CORP. (A)(C)                                             37,000                    1,730           
 
AIWA CO. LTD.                                                  56,600                    1,403           
 
BANK OF TOKYO-MITSUBISHI LTD.                                  63,000                    586             
 
COMMON STOCKS - CONTINUED                                                                                
 
                                                              SHARES                    VALUE (NOTE 1)   
                                                                                        (000S)           
 
JAPAN - CONTINUED                                                                                        
 
BANYU PHARMACEUTICAL CO. LTD.                                  145,000                  $ 2,471          
 
BRIDGESTONE CORP.                                              56,000                    1,237           
 
CANON, INC.                                                    279,000                   5,297           
 
DAIWA HOUSE INDUSTRY CO. LTD.                                  117,000                   1,325           
 
DDI CORP.                                                      1,174                     3,437           
 
FUJI BANK LTD.                                                 347,000                   1,332           
 
FUJI HEAVY INDUSTRIES LTD.                                     1,190,000                 5,942           
 
FUJI PHOTO FILM CO. LTD.                                       291,000                   10,698          
 
HITACHI MAXELL LTD.                                            249,000                   3,559           
 
HONDA MOTOR CO. LTD.                                           307,000                   9,251           
 
HOYA CORP.                                                     32,000                    1,375           
 
ITO-YOKADO CO. LTD.                                            98,000                    5,737           
 
KAO CORP.                                                      150,000                   3,048           
 
MATSUMOTOKIYOSHI CO. LTD.                                      2,400                     91              
 
MATSUSHITA ELECTRIC INDUSTRIAL CO. LTD.                        273,000                   4,024           
 
MINEBEA CO. LTD.                                               275,000                   2,593           
 
MINOLTA CO. LTD.                                               661,000                   3,341           
 
MITSUBISHI ELECTRIC CORP.                                      897,000                   1,830           
 
MITSUBISHI ESTATE CO. LTD.                                     398,000                   3,622           
 
MITSUBISHI TRUST & BANKING CORP.                               207,000                   1,403           
 
MITSUI FUDOSAN CO. LTD.                                        177,000                   1,179           
 
NGK INSULATORS LTD.                                            98,000                    1,093           
 
NICHICON CORP.                                                 54,000                    588             
 
NIPPON TELEGRAPH & TELEPHONE CORP.                             701                       5,504           
 
NOMURA SECURITIES CO. LTD.                                     612,000                   4,637           
 
NTT MOBILE COMMUNICATION NETWORK, INC. (A)(C)                  162                       5,872           
 
OMRON CORP.                                                    199,000                   1,953           
 
ORIX CORP. (A)                                                 99,600                    7,160           
 
OSAKA GAS CO. LTD.                                             219,000                   705             
 
PARIS MIKI, INC.                                               5,600                     94              
 
ROHM CO. LTD.                                                  56,000                    4,966           
 
SANKYO CO. LTD.                                                80,000                    1,811           
 
SECOM LTD.                                                     10,000                    745             
 
SEKISUI HOUSE LTD.                                             172,000                   1,719           
 
SHARP CORP.                                                    384,000                   2,909           
 
SHIN-ETSU CHEMICAL CO. LTD.                                    57,000                    1,139           
 
SHOHKOH FUND & CO. LTD.                                        4,100                     1,251           
 
SONY CORP.                                                     71,200                    4,688           
 
SUMITOMO REALTY & DEVELOPMENT CO. LTD. (A)                     584,000                   1,755           
 
TAKEDA CHEMICAL INDUSTRIES LTD.                                412,000                   13,444          
 
COMMON STOCKS - CONTINUED                                                                                
 
                                                              SHARES                    VALUE (NOTE 1)   
                                                                                        (000S)           
 
JAPAN - CONTINUED                                                                                        
 
TAKEFUJI CORP.                                                 45,500                   $ 2,433          
 
TAKEFUJI CORP. (C)                                             32,700                    1,748           
 
TERUMO CORP.                                                   85,000                    1,793           
 
THK CO. LTD.                                                   229,300                   2,369           
 
TOKIO MARINE & FIRE INSURANCE CO. LTD. (THE)                   96,000                    1,095           
 
TOKYO ELECTRON LTD.                                            49,000                    1,599           
 
TOKYO GAS CO. LTD.                                             232,000                   597             
 
TOYOTA MOTOR CORP.                                             59,000                    1,422           
 
UNIFIED-CHARM CORP.                                            46,200                    2,108           
 
YAMANOUCHI PHARMACEUTICAL CO. LTD.                             87,000                    2,502           
 
                                                                                         159,803         
 
LUXEMBOURG - 0.1%                                                                                        
 
STOLT COMEX SEAWAY SA                                          63,500                    810             
 
MALAYSIA - 0.0%                                                                                          
 
MALAYAN BANKING BHD                                            34,000                    33              
 
ORIENTAL HOLDINGS BHD                                          686,800                   573             
 
                                                                                         606             
 
MEXICO - 1.1%                                                                                            
 
BANACCI SA DE CV CLASS B (A)                                   753,000                   788             
 
ELEKTRA SA DE CV UNIT                                          341,200                   152             
 
GRUPO FINANCIERO BANCOMER SA DE CV CLASS B                     17,048,000                3,498           
 
TELEFONOS DE MEXICO SA DE CV SPONSORED ADR REPRESENTING        165,300                   8,730           
CLASS L SHARES                                                                                           
 
                                                                                         13,168          
 
NETHERLANDS - 7.6%                                                                                       
 
ABN AMRO HOLDING NV                                            137,100                   2,571           
 
AHOLD NV                                                       237,953                   7,916           
 
AKZO NOBEL NV                                                  269,300                   10,474          
 
AKZO NOBEL NV ADR                                              1,000                     40              
 
ELSEVIER NV                                                    77,700                    1,095           
 
FORTIS AMEV NV                                                 24,000                    1,560           
 
ING GROEP NV                                                   280,708                   13,594          
 
KONINKLIJKE KPN NV                                             84,200                    3,275           
 
LAURUS NV                                                      20,720                    522             
 
NUTRECO HOLDING NV                                             60,604                    2,062           
 
COMMON STOCKS - CONTINUED                                                                                
 
                                                              SHARES                    VALUE (NOTE 1)   
                                                                                        (000S)           
 
NETHERLANDS - CONTINUED                                                                                  
 
PHILIPS ELECTRONICS NV (BEARER)                                248,100                  $ 13,614         
 
ROYAL DUTCH PETROLEUM CO.:                                                                               
 
(HAGUE REGISTRY)                                               268,800                   13,238          
 
(NY REGISTRY GILDER 1.25)                                      1,000                     49              
 
TNT POST GROUP NV                                              50,200                    1,345           
 
UNILEVER NV                                                    158,100                   11,739          
 
UNILEVER NV (NY SHARES)                                        500                       38              
 
VEDIOR NV                                                      193,535                   4,935           
 
VENDEX NV CVA                                                  29,600                    753             
 
VNU                                                            128,000                   4,430           
 
                                                                                         93,250          
 
NETHERLANDS ANTILLES - 0.1%                                                                              
 
SCHLUMBERGER LTD.                                              21,500                    1,129           
 
NORWAY - 0.2%                                                                                            
 
NCL HOLDINGS AS (A)                                            1,029,633                 2,691           
 
PORTUGAL - 0.4%                                                                                          
 
BANCO PINTO & SOTTO MAYOR SA                                   117,600                   2,257           
 
ELECTRICIDADE DE PORTUGAL SA                                   76,900                    1,936           
 
PORTUGAL TELECOM SA                                            11,000                    522             
 
TELECEL COMUNICACOES PESSOAIS SA                               4,500                     830             
 
                                                                                         5,545           
 
RUSSIA - 0.1%                                                                                            
 
VIMPEL COMMUNICATIONS SPONSORED ADR (A)                        66,600                    783             
 
SOUTH AFRICA - 0.0%                                                                                      
 
ABSA GROUP LTD.                                                60,300                    330             
 
SPAIN - 2.7%                                                                                             
 
BANCO BILBAO VIZCAYA SA (REG.)                                 453,900                   6,129           
 
BANCO SANTANDER SA                                             104,910                   1,924           
 
CORPORACION MAPFRE COMPANIA INTERNACIONAL DE REASEGUROS        29,300                    775             
SA (REG.)                                                                                                
 
IBERDROLA SA                                                   100,500                   1,625           
 
MAPFRE VIDA SA                                                 26,200                    1,041           
 
REPSOL SA                                                      15,600                    784             
 
TELEFONICA DE ESPANA SA                                        470,300                   21,259          
 
TELEFONICA DE ESPANA SA SPONSORED ADR                          500                       68              
 
                                                                                         33,605          
 
COMMON STOCKS - CONTINUED                                                                                
 
                                                              SHARES                    VALUE (NOTE 1)   
                                                                                        (000S)           
 
SWEDEN - 3.0%                                                                                            
 
ABB AB:                                                                                                  
 
SERIES A                                                       48,600                   $ 515            
 
SERIES B                                                       47,000                    498             
 
ASSA ABLOY AB CLASS B                                          4,300                     172             
 
ASTRA AB CLASS A                                               373,700                   6,136           
 
ELECTROLUX AB                                                  119,400                   1,802           
 
ERICSSON (L.M.) TELEFON AB:                                                                              
 
ADR CLASS B                                                    1,500                     34              
 
CLASS B                                                        290,700                   6,570           
 
NORDBANKEN HOLDING AB                                          429,300                   2,580           
 
SKANDIA FOERSAEKRINGS AB                                       323,900                   4,139           
 
SVENSKA HANDELSBANKEN                                          114,000                   4,810           
 
SWEDISH MATCH CO.                                              2,580,600                 9,114           
 
VOLVO AB CLASS B                                               52,200                    1,130           
 
                                                                                         37,500          
 
SWITZERLAND - 6.6%                                                                                       
 
ADECCO SA (BEARER)                                             6,130                     2,449           
 
CREDIT SUISSE GROUP (REG.)                                     51,088                    7,871           
 
JULIUS BAER HOLDING AG                                         3,927                     12,057          
 
NESTLE SA (REG.)                                               7,350                     15,661          
 
NOVARTIS AG (REG.)                                             12,229                    22,065          
 
ROCHE HOLDING AG PARTICIPATION CERTIFICATES                    200                       2,338           
 
SWISS REINSURANCE CO. (REG.)                                   700                       1,562           
 
SWISSCOM AG (A)                                                14,400                    4,890           
 
UBS AG (A)                                                     42,139                    11,582          
 
ZURICH ALLIED AG (REG.) (A)                                    1,000                     609             
 
                                                                                         81,084          
 
UNITED KINGDOM - 15.6%                                                                                   
 
ALLIED ZURICH PLC (A)                                          399,000                   4,744           
 
AMEC PLC                                                       200                       1               
 
BANK OF SCOTLAND                                               284,000                   3,086           
 
BARCLAYS PLC                                                   131,300                   2,830           
 
BARRATT DEVELOPMENTS PLC                                       18,800                    72              
 
BASS PLC                                                       93,300                    1,134           
 
BBA GROUP PLC                                                  181,945                   1,126           
 
BOC GROUP PLC                                                  53,500                    786             
 
BOOTS CO. PLC                                                  141,700                   2,128           
 
BRITISH AEROSPACE PLC                                          888,824                   6,459           
 
COMMON STOCKS - CONTINUED                                                                                
 
                                                              SHARES                    VALUE (NOTE 1)   
                                                                                        (000S)           
 
UNITED KINGDOM - CONTINUED                                                                               
 
BRITISH AMERICAN TOBACCO PLC                                   259,100                  $ 2,341          
 
BRITISH PETROLEUM CO. PLC                                      730,551                   10,765          
 
BRITISH PETROLEUM CO. PLC ADR                                  500                       44              
 
BRITISH TELECOMMUNICATIONS PLC                                 800,400                   10,412          
 
BTP PLC                                                        35,100                    232             
 
CABLE & WIRELESS PLC                                           313,900                   3,522           
 
CADBURY-SCHWEPPES PLC                                          144,300                   2,211           
 
CARADON PLC                                                    2,255,460                 4,675           
 
CGU PLC                                                        336,700                   5,336           
 
COOKSON GROUP PLC                                              1,370,900                 2,869           
 
COURTAULDS TEXTILES PLC                                        340,100                   820             
 
DEVRO PLC                                                      6,400                     30              
 
DIAGEO PLC                                                     116,000                   1,253           
 
GLAXO WELLCOME PLC                                             455,300                   14,167          
 
GLAXO WELLCOME PLC SPONSORED ADR                               1,000                     62              
 
HAYS PLC                                                       111,800                   1,647           
 
HSBC HOLDINGS PLC                                              111,800                   2,546           
 
HSBC HOLDINGS PLC ORD.                                         86,100                    2,018           
 
KINGFISHER PLC                                                 312,300                   2,743           
 
LLOYDS TSB GROUP PLC                                           1,112,700                 13,741          
 
MISYS PLC                                                      129,100                   906             
 
NATIONAL GRID GROUP PLC                                        347,030                   2,377           
 
NATIONAL WESTMINSTER BANK PLC                                  145,500                   2,458           
 
PEARSON PLC                                                    166,900                   2,912           
 
PILKINGTON PLC                                                 872,000                   964             
 
PRUDENTIAL CORP. PLC                                           44,000                    572             
 
REED INTERNATIONAL PLC                                         244,500                   2,070           
 
RENTOKIL INITIAL PLC                                           1,666,500                 10,437          
 
RIO TINTO PLC (REG.)                                           309,900                   3,762           
 
ROYAL & SUN ALLIANCE INSURANCE GROUP PLC                       153,524                   1,406           
 
SAATCHI & SAATCHI PLC                                          1,264,200                 2,456           
 
SCOTTISH & NEWCASTLE PLC                                       111,200                   1,356           
 
SHELL TRANSPORT & TRADING CO. PLC:                                                                       
 
(REG.)                                                         1,591,300                 9,744           
 
ADR                                                            1,000                     37              
 
SIEBE PLC                                                      1,211,500                 4,970           
 
SMITHKLINE BEECHAM PLC                                         1,335,802                 17,027          
 
SMITHKLINE BEECHAM PLC ADR                                     1,000                     64              
 
SOMERFIELD PLC                                                 389,700                   2,516           
 
TARMAC PLC                                                     564,900                   974             
 
COMMON STOCKS - CONTINUED                                                                                
 
                                                              SHARES                    VALUE (NOTE 1)   
                                                                                        (000S)           
 
UNITED KINGDOM - CONTINUED                                                                               
 
TOMKINS PLC                                                    244,300                  $ 1,131          
 
UNILEVER PLC                                                   384,800                   3,866           
 
UNILEVER PLC ADR                                               1,000                     41              
 
VODAFONE GROUP PLC                                             1,031,913                 13,888          
 
WIMPEY GEORGE PLC                                              339,000                   641             
 
WPP GROUP PLC                                                  564,400                   2,807           
 
                                                                                         193,182         
 
UNITED STATES OF AMERICA - 1.2%                                                                          
 
ALUMINUM CO. OF AMERICA                                        82,300                    6,522           
 
GLOBAL TELESYSTEMS GROUP, INC. (A)                             146,700                   5,877           
 
NEWMONT MINING CORP.                                           29,200                    621             
 
TRANSOCEAN OFFSHORE, INC.                                      34,000                    1,256           
 
                                                                                         14,276          
 
TOTAL COMMON STOCKS                                                                      1,041,220                   
(COST $880,908)                                                                                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                          <C>         <C>      <C>              
PREFERRED STOCKS - 2.5%                                                            
 
                                                                                   
 
CONVERTIBLE PREFERRED STOCKS - 0.2%                                                
 
AUSTRALIA - 0.2%                                                                   
 
WBK STRYPES TRUST $3.135                      107,700              3,090           
 
NONCONVERTIBLE PREFERRED STOCKS - 2.3%                                             
 
AUSTRALIA - 0.1%                                                                   
 
STAR CITY HOLDINGS LTD. (A)                   940,300              639             
 
GERMANY - 0.8%                                                                     
 
DYCKERHOFF AG                                 4,300                1,321           
 
PORSCHE AG (NON-VTG.)                         160                  276             
 
SAP AG (SYSTEME ANWENDUNGEN PRODUKTE)         17,400               8,589           
 
                                                                   10,186          
 
ITALY - 1.4%                                                                       
 
BANCA INTESA SPA                              100                  0               
 
PREFERRED STOCKS - CONTINUED                                                       
 
                                             SHARES               VALUE (NOTE 1)   
                                                                  (000S)           
 
NONCONVERTIBLE PREFERRED STOCKS - CONTINUED                                        
 
ITALY - CONTINUED                                                                  
 
TELECOM ITALIA MOBILE SPA                     1,993,700           $ 7,085          
 
TELECOM ITALIA SPA RISP                       2,033,125            10,316          
 
                                                                   17,401          
 
TOTAL NONCONVERTIBLE PREFERRED STOCKS                              28,226          
 
TOTAL PREFERRED STOCKS                                             31,316                   
(COST $18,871)                                                                     
 
</TABLE>
 
CLOSED-END INVESTMENT COMPANIES - 0.6%                              
 
                                                                    
 
EMERGING MARKETS - 0.1%                                             
 
TEMPLETON DRAGON FUND, INC.                123,600           1,043  
 
GERMANY - 0.3%                                                      
 
EMERGING GERMANY FUND, INC.                46,200            621    
 
NEW GERMANY FUND, INC. (THE)               228,200           3,723  
 
                                                             4,344  
 
MULTI-NATIONAL - 0.2%                                               
 
EUROPEAN WARRANT FUND, INC.                41,700            698    
 
MORGAN STANLEY ASIA-PACIFIC FUND, INC.     117,600           823    
 
                                                             1,521  
 
TOTAL CLOSED-END INVESTMENT COMPANIES                        6,908          
(COST $7,380)                                                       
 
 
<TABLE>
<CAPTION>
<S>                                              <C>   <C>  <C>            <C>     <C>     
GOVERNMENT OBLIGATIONS - 0.6%                                                             
 
MOODY'S RATINGS                                            PRINCIPAL                      
(UNAUDITED)                                                AMOUNT (000S)                  
 
ITALY - 0.2%                                                                              
 
ITALIAN REPUBLIC 5% 6/28/01                       AA3      $ 1,190                 1,971  
 
UNITED STATES OF AMERICA - 0.4%                                                           
 
U.S. TREASURY BILLS, YIELD AT DATE OF PURCHASE              5,550                  5,512  
3.66% TO 4.70% 12/17/98 TO 1/7/99 (D)                                                     
 
TOTAL GOVERNMENT OBLIGATIONS                                                       7,483          
(COST $7,470)                                                                             
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                    <C>           <C>          <C>              
CASH EQUIVALENTS - 12.0%                                                           
 
                                       SHARES                     VALUE (NOTE 1)   
                                                                  (000S)           
 
TAXABLE CENTRAL CASH FUND (B)           147,500,738               $ 147,501        
(COST $147,501)                                                                    
 
TOTAL INVESTMENT IN SECURITIES - 100%                             $ 1,234,428                   
(COST $1,062,130)                                                                  
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                  <C>          <C>  <C>               <C>  <C>           
FUTURES CONTRACTS                                                                           
 
                                     EXPIRATION        UNDERLYING FACE        UNREALIZED    
                                     DATE              AMOUNT AT VALUE        GAIN/(LOSS)   
                                                       (000S)                 (000S)        
 
PURCHASED                                                                                   
 
445 CAC 40 INDEX CONTRACTS (FRANCE)  DEC. 1998         $ 14,069               $ 593         
 
50 DAX 30 INDEX CONTRACTS (GERMANY)  DEC. 1998          13,879                 45           
 
159 FTSE 100 INDEX CONTRACTS         DEC. 1998          14,621                 723          
(UNITED KINGDOM)                                                                            
 
345 NIKKEI 225 INDEX CONTRACTS       DEC. 1998          23,624                 (522)        
(JAPAN)                                                                                     
 
                                                       $ 66,193               $ 839         
 
</TABLE>
 
THE FACE VALUE OF FUTURES PURCHASED AS A PERCENTAGE OF TOTAL
INVESTMENT IN SECURITIES - 5.4%
 
SECURITY TYPE ABBREVIATIONS
STRYPES - Structured Yield Product 
  Exchangeable for 
  Common Stock
LEGEND
(a) Non-income producing
(b) At period end, the seven-day yield on the Taxable Central Cash
Fund was 4.96%. The yield refers to the income earned by investing in
the fund over the seven-day period, expressed as an annual percentage.
(c) 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 $12,485,000 or 1.0% of net assets.
(d) Security or 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 $1,900,000.
 
MARKET SECTOR DIVERSIFICATION (UNAUDITED)
As a Percentage of Total Value of Investment in Securities
 
AEROSPACE & DEFENSE           0.5%    
 
BASIC INDUSTRIES              4.1     
 
CASH EQUIVALENTS              12.0    
 
CLOSED-END INVESTMENT         0.6     
 COMPANIES                            
 
CONSTRUCTION & REAL ESTATE    2.2     
 
DURABLES                      5.6     
 
ENERGY                        7.1     
 
FINANCE                       20.9    
 
GOVERNMENT OBLIGATIONS        0.6     
 
HEALTH                        8.2     
 
HOLDING COMPANIES             0.6     
 
INDUSTRIAL MACHINERY &        5.4     
 EQUIPMENT                            
 
MEDIA & LEISURE               2.2     
 
NONDURABLES                   4.5     
 
PRECIOUS METALS               0.5     
 
RETAIL & WHOLESALE            2.4     
 
SERVICES                      3.1     
 
TECHNOLOGY                    5.4     
 
TRANSPORTATION                0.4     
 
UTILITIES                     13.7    
 
                              100.0%  
 
INCOME TAX INFORMATION
At October 31, 1998, the aggregate cost of investment securities for
income tax purposes was $1,066,921,000. Net unrealized appreciation
aggregated $167,507,000, of which $252,095,000 related to appreciated
investment securities and $84,588,000 related to depreciated
investment securities.
The fund hereby designates approximately $55,025,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
 
FINANCIAL STATEMENTS
 
 
 
<TABLE>
<CAPTION>
<S>                                                         <C>      <C>          
STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS                                            OCTOBER 31, 1998                                            
 
ASSETS                                                                            
 
INVESTMENT IN SECURITIES, AT VALUE (COST $1,062,130) -               $ 1,234,428  
SEE ACCOMPANYING SCHEDULE                                                         
 
FOREIGN CURRENCY HELD AT VALUE (COST $7)                              7           
 
RECEIVABLE FOR INVESTMENTS SOLD                                       18,509      
 
RECEIVABLE FOR FUND SHARES SOLD                                       2,433       
 
DIVIDENDS RECEIVABLE                                                  3,427       
 
INTEREST RECEIVABLE                                                   621         
 
RECEIVABLE FOR DAILY VARIATION ON FUTURE CONTRACTS                    623         
 
OTHER RECEIVABLES                                                     1           
 
 TOTAL ASSETS                                                         1,260,049   
 
LIABILITIES                                                                       
 
PAYABLE FOR INVESTMENTS PURCHASED                           $ 7,927               
 
PAYABLE FOR FUND SHARES REDEEMED                             2,483                
 
DISTRIBUTIONS PAYABLE                                        12                   
 
ACCRUED MANAGEMENT FEE                                       842                  
 
OTHER PAYABLES AND ACCRUED EXPENSES                          908                  
 
 TOTAL LIABILITIES                                                    12,172      
 
NET ASSETS                                                           $ 1,247,877  
 
NET ASSETS CONSIST OF:                                                            
 
PAID IN CAPITAL                                                      $ 1,056,963  
 
UNDISTRIBUTED NET INVESTMENT INCOME                                   2,133       
 
ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON                 15,430      
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS                                     
 
NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS             173,351     
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES                                  
 
NET ASSETS                                                           $ 1,247,877  
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                <C>  <C>      
STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) OCTOBER 31, 1998                 
 
CALCULATION OF MAXIMUM OFFERING PRICE                                    $16.32  
CLASS A:                                                                         
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE                                   
 ($12,460 (DIVIDED BY) 763.4 SHARES)                                             
 
MAXIMUM OFFERING PRICE PER SHARE (100/94.25 OF $16.32)                   $17.32  
 
CLASS T:                                                                 $16.48  
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE                                   
 ($1,085,736 (DIVIDED BY) 65,892 SHARES)                                         
 
MAXIMUM OFFERING PRICE PER SHARE (100/96.50 OF $16.48)                   $17.08  
 
CLASS B:                                                                 $16.08  
NET ASSET VALUE AND OFFERING PRICE PER SHARE                                     
 ($58,401 (DIVIDED BY) 3,631 SHARES) A                                           
 
CLASS C:                                                                 $16.37  
NET ASSET VALUE AND OFFERING PRICE PER SHARE                                     
 ($14,655 (DIVIDED BY) 895 SHARES) A                                             
 
INSTITUTIONAL CLASS:                                                     $16.36  
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE                             
 PER SHARE ($76,625 (DIVIDED BY) 4,683 SHARES)                                   
 
</TABLE>
 
A REDEMPTION PRICE PER SHARE IS EQUAL TO NET ASSET VALUE LESS ANY
APPLICABLE CONTINGENT DEFERRED SALES CHARGE.
 
<TABLE>
<CAPTION>
<S>                                                                 <C>
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS                             YEAR ENDED OCTOBER 31, 1998                             
 
INVESTMENT INCOME                                                   $ 23,681  
DIVIDENDS                                                                     
 
INTEREST                                                             5,285    
 
                                                                     28,966   
 
LESS FOREIGN TAXES WITHHELD                                          (2,628)  
 
 TOTAL INCOME                                                        26,338   
 
EXPENSES                                                                      
 
MANAGEMENT FEE                                            $ 9,423             
BASIC FEE                                                                     
 
 PERFORMANCE ADJUSTMENT                                    1,911              
 
TRANSFER AGENT FEES                                        2,767              
 
DISTRIBUTION FEES                                          6,391              
 
ACCOUNTING FEES AND EXPENSES                               669                
 
NON-INTERESTED TRUSTEES' COMPENSATION                      5                  
 
CUSTODIAN FEES AND EXPENSES                                710                
 
REGISTRATION FEES                                          147                
 
AUDIT                                                      52                 
 
LEGAL                                                      13                 
 
REPORTS TO SHAREHOLDERS                                    156                
 
MISCELLANEOUS                                              51                 
 
 TOTAL EXPENSES BEFORE REDUCTIONS                          22,295             
 
 EXPENSE REDUCTIONS                                        (248)     22,047   
 
NET INVESTMENT INCOME                                                4,291    
 
REALIZED AND UNREALIZED GAIN (LOSS)                                           
NET REALIZED GAIN (LOSS) ON:                                                  
 
 INVESTMENT SECURITIES                                     20,455             
 
 FOREIGN CURRENCY TRANSACTIONS                             (311)              
 
 FUTURES CONTRACTS                                         (2,735)   17,409   
 
CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:                      
 
 INVESTMENT SECURITIES                                     23,211             
 
 ASSETS AND LIABILITIES IN FOREIGN CURRENCIES              179                
 
 FUTURES CONTRACTS                                         1,662     25,052   
 
NET GAIN (LOSS)                                                      42,461   
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                     $ 46,752  
FROM OPERATIONS                                                               
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                      <C>           <C>          
STATEMENT OF CHANGES IN NET ASSETS
AMOUNTS IN THOUSANDS                                     YEAR ENDED    YEAR ENDED   
                                                         OCTOBER 31,   OCTOBER 31,  
                                                         1998          1997         
 
INCREASE (DECREASE) IN NET ASSETS                                                   
 
OPERATIONS                                               $ 4,291       $ 9,334      
NET INVESTMENT INCOME                                                               
 
 NET REALIZED GAIN (LOSS)                                 17,409        84,440      
 
 CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION)     25,052        83,254      
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING          46,752        177,028     
FROM OPERATIONS                                                                     
 
DISTRIBUTIONS TO SHAREHOLDERS                             (11,326)      (10,798)    
FROM NET INVESTMENT INCOME                                                          
 
 FROM NET REALIZED GAIN                                   (66,913)      (42,335)    
 
 TOTAL DISTRIBUTIONS                                      (78,239)      (53,133)    
 
SHARE TRANSACTIONS - NET INCREASE (DECREASE)              85,339        39,574      
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                 53,852        163,469     
 
NET ASSETS                                                                          
 
 BEGINNING OF PERIOD                                      1,194,025     1,030,556   
 
 END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT   $ 1,247,877   $ 1,194,025  
INCOME OF $2,133 AND $10,180, RESPECTIVELY)                                         
 
</TABLE>
 
 
 
<TABLE>
<CAPTION>
<S>                                                    <C>       <C>       <C>          
FINANCIAL HIGHLIGHTS - CLASS A
                                                          YEARS ENDED OCTOBER 31,                
 
                                                       1998      1997      1996 D  
SELECTED PER-SHARE DATA                                                                 
 
NET ASSET VALUE, BEGINNING OF PERIOD                   $ 16.89   $ 15.29   $ 14.98      
 
INCOME FROM INVESTMENT OPERATIONS                                                       
 
 NET INVESTMENT INCOME E                                .09       .09       .04         
 
 NET REALIZED AND UNREALIZED GAIN (LOSS)                .51       2.39      .27         
 
 TOTAL FROM INVESTMENT OPERATIONS                       .60       2.48      .31         
 
LESS DISTRIBUTIONS                                                                      
 
 FROM NET INVESTMENT INCOME                             (.21)     (.25)     -           
 
 FROM NET REALIZED GAIN                                 (.96)     (.63)     -           
 
 TOTAL DISTRIBUTIONS                                    (1.17)    (.88)     -           
 
NET ASSET VALUE, END OF PERIOD                         $ 16.32   $ 16.89   $ 15.29      
 
TOTAL RETURN B, C                                       3.73%     16.95%    2.07%       
 
RATIOS AND SUPPLEMENTAL DATA                                                            
 
NET ASSETS, END OF PERIOD (IN MILLIONS)                $ 12      $ 5       $ 1          
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS                 1.55% F   1.90% F   1.16% A, F  
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER           1.54% G   1.89% G   1.16% A     
EXPENSE REDUCTIONS                                                                      
 
RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS    .51%      .53%      1.74% A     
 
PORTFOLIO TURNOVER                                      74%       70%       82%         
 
</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).
 
<TABLE>
<CAPTION>
<S>                               <C>                      <C>       <C>        <C>      <C>      
FINANCIAL HIGHLIGHTS - CLASS T
                                  YEARS ENDED OCTOBER 31,                                         
 
                                  1998                     1997      1996       1995     1994     
 
SELECTED PER-SHARE DATA                                                                           
 
NET ASSET VALUE, BEGINNING        $ 17.02                  $ 15.30   $ 13.92    $ 14.06  $ 12.93  
OF PERIOD                                                                                         
 
INCOME FROM INVESTMENT                                                                            
OPERATIONS                                                                                        
 
 NET INVESTMENT INCOME             .06 C                    .13 C     .19 C, D   .07      .01     
 
 NET REALIZED AND                  .52                      2.38      1.29       (.11)    1.14    
 UNREALIZED GAIN (LOSS)                                                                           
 
 TOTAL FROM INVESTMENT             .58                      2.51      1.48       (.04)    1.15    
 OPERATIONS                                                                                       
 
LESS DISTRIBUTIONS                                                                                
 
 FROM NET INVESTMENT INCOME        (.16)                    (.16)     (.09)      -        -       
 
 FROM NET REALIZED GAIN            (.96)                    (.63)     (.01)      (.02)    (.02)   
 
 IN EXCESS OF NET REALIZED GAIN    -                        -         -          (.08)    -       
 
 TOTAL DISTRIBUTIONS               (1.12)                   (.79)     (.10)      (.10)    (.02)   
 
NET ASSET VALUE, END OF PERIOD    $ 16.48                  $ 17.02   $ 15.30    $ 13.92  $ 14.06  
 
TOTAL RETURN A, B                  3.57%                    17.07%    10.69%     (.25)%   8.91%   
 
RATIOS AND SUPPLEMENTAL DATA                                                                      
 
NET ASSETS, END OF PERIOD         $ 1,086                  $ 1,111   $ 995      $ 742    $ 654    
(IN MILLIONS)                                                                                     
 
RATIO OF EXPENSES TO AVERAGE       1.74%                    1.66%     1.61%      1.90%    2.12%   
NET ASSETS                                                                                        
 
RATIO OF EXPENSES TO AVERAGE       1.72% E                  1.65% E   1.60% E    1.90%    2.12%   
NET ASSETS AFTER EXPENSE                                                                          
REDUCTIONS                                                                                        
 
RATIO OF NET INVESTMENT INCOME     .35%                     .80%      1.30%      1.01%    .05%    
TO AVERAGE NET ASSETS                                                                             
 
PORTFOLIO TURNOVER                 74%                      70%       82%        47%      34%     
 
</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 FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
 
 
<TABLE>
<CAPTION>
<S>                                        <C>       <C>       <C>        <C>          
FINANCIAL HIGHLIGHTS - CLASS B
                                                  YEARS ENDED OCTOBER 31,                      
 
                                           1998      1997      1996       1995 F  
SELECTED PER-SHARE DATA                                                                
 
NET ASSET VALUE, BEGINNING OF PERIOD       $ 16.69   $ 15.06   $ 13.92    $ 13.89      
 
INCOME FROM INVESTMENT OPERATIONS                                                      
 
 NET INVESTMENT INCOME (LOSS)               (.03) D   .02 D     .08 D, E   .01         
 
 NET REALIZED AND UNREALIZED GAIN (LOSS)    .51       2.36      1.26       .02         
 
 TOTAL FROM INVESTMENT OPERATIONS           .48       2.38      1.34       .03         
 
LESS DISTRIBUTIONS                                                                     
 
 FROM NET INVESTMENT INCOME                 (.13)     (.12)     (.19)      -           
 
 FROM NET REALIZED GAIN                     (.96)     (.63)     (.01)      -           
 
 TOTAL DISTRIBUTIONS                        (1.09)    (.75)     (.20)      -           
 
NET ASSET VALUE, END OF PERIOD             $ 16.08   $ 16.69   $ 15.06    $ 13.92      
 
TOTAL RETURN B, C                           3.00%     16.41%    9.73%      .22%        
 
RATIOS AND SUPPLEMENTAL DATA                                                           
 
NET ASSETS, END OF PERIOD (IN MILLIONS)    $ 58      $ 40      $ 19       $ 3          
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS     2.30% G   2.30%     2.37%      1.97% A, G  
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS     2.29% H   2.29% H   2.37%      1.97% A     
AFTER EXPENSE REDUCTIONS                                                               
 
RATIO OF NET INVESTMENT INCOME (LOSS) TO    (.19)%    .15%      .53%       .94% A      
AVERAGE NET ASSETS                                                                     
 
PORTFOLIO TURNOVER                          74%       70%       82%        47%         
 
</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 (LOSS) 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 (SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
H FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
 
<TABLE>
<CAPTION>
<S>                                                          <C>
FINANCIAL HIGHLIGHTS - CLASS C
                                                             YEAR ENDED   
                                                             OCTOBER 31,  
 
                                                             1998 E       
 
SELECTED PER-SHARE DATA                                                    
 
NET ASSET VALUE, BEGINNING OF PERIOD                          $ 17.23      
 
INCOME FROM INVESTMENT OPERATIONS                                          
 
 NET INVESTMENT INCOME (LOSS) D                                (.03)       
 
 NET REALIZED AND UNREALIZED GAIN (LOSS)                       .29         
 
 TOTAL FROM INVESTMENT OPERATIONS                              .26         
 
LESS DISTRIBUTIONS                                                         
 
 FROM NET INVESTMENT INCOME                                    (.16)       
 
 FROM NET REALIZED GAIN                                        (.96)       
 
 TOTAL DISTRIBUTIONS                                           (1.12)      
 
NET ASSET VALUE, END OF PERIOD                                $ 16.37      
 
TOTAL RETURN B, C                                              2.84%       
 
RATIOS AND SUPPLEMENTAL DATA                                               
 
NET ASSETS, END OF PERIOD (IN MILLIONS)                       $ 15         
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS                        2.30% A, F  
 
RATIO OF NET INVESTMENT (LOSS) INCOME TO AVERAGE NET ASSETS    (.20)% A    
 
PORTFOLIO TURNOVER                                             74%         
</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 (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
E FOR THE PERIOD NOVEMBER 3, 1997 (COMMENCEMENT OF SALE OF CLASS C
SHARES) TO OCTOBER 31, 1998.
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).
 
 
<TABLE>
<CAPTION>
<S>                                             <C>       <C>       <C>        <C>         
FINANCIAL HIGHLIGHTS - INSTITUTIONAL CLASS
                                                       YEARS ENDED OCTOBER 31,                      
 
                                                1998      1997      1996       1995 F  
SELECTED PER-SHARE DATA                                                                    
 
NET ASSET VALUE, BEGINNING OF PERIOD            $ 16.92   $ 15.20   $ 13.97    $ 13.89     
 
INCOME FROM INVESTMENT OPERATIONS                                                          
 
 NET INVESTMENT INCOME                           .13 D     .22 D     .21 D, E   .05        
 
 NET REALIZED AND UNREALIZED GAIN (LOSS)         .53       2.36      1.24       .03        
 
 TOTAL FROM INVESTMENT OPERATIONS                .66       2.58      1.45       .08        
 
LESS DISTRIBUTIONS                                                                         
 
 FROM NET INVESTMENT INCOME                      (.26)     (.23)     (.21)      -          
 
 FROM NET REALIZED GAIN                          (.96)     (.63)     (.01)      -          
 
 TOTAL DISTRIBUTIONS                             (1.22)    (.86)     (.22)      -          
 
NET ASSET VALUE, END OF PERIOD                  $ 16.36   $ 16.92   $ 15.20    $ 13.97     
 
TOTAL RETURN B, C                                4.11%     17.73%    10.51%     .58%       
 
RATIOS AND SUPPLEMENTAL DATA                                                               
 
NET ASSETS, END OF PERIOD (IN MILLIONS)         $ 77      $ 38      $ 16       $ 1         
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS          1.26%     1.17%     1.44%      .97% A, G  
 
RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER    1.24% H   1.16% H   1.43% H    .97% A     
EXPENSE REDUCTIONS                                                                         
 
RATIO OF NET INVESTMENT INCOME TO                .76%      1.31%     1.46%      1.94% A    
AVERAGE NET ASSETS                                                                         
 
PORTFOLIO TURNOVER                               74%       70%       82%        47%        
 
</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).
 
 
NOTES TO FINANCIAL STATEMENTS
For the period ended October 31, 1998
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Advisor Overseas Fund (the fund) is a fund of Fidelity
Advisor Series VIII (the trust) and is authorized to issue an
unlimited number of shares. The trust is registered under the
Investment Company Act of 1940, as amended (the 1940 Act), as an
open-end management investment company organized as a Massachusetts
business trust.
The fund offers Class A, Class T, Class B, Class C, and Institutional
Class shares, each of which has equal rights as to assets and voting
privileges. Each class has exclusive voting rights with respect to
matters that affect that class. The fund commenced sale of Class C
shares on November 3, 1997. Investment income, realized and unrealized
capital gains and losses, the common expenses of the fund, and certain
fund-level expense reductions, if any, are allocated on a pro rata
basis to each class based on the relative net assets of each class to
the total net assets of the fund. Each class of shares differs in its
respective distribution, transfer agent, and certain other
class-specific fees, expenses, and expense reductions.
The financial statements have been prepared in conformity with
generally accepted accounting principles which require management to
make certain estimates and assumptions at the date of the financial
statements. The following summarizes the significant accounting
policies of the fund:
SECURITY VALUATION. Securities for which 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 trading or events occurring in other markets
after the close of the principal market in which securities are traded
are expected to materially affect the value of those securities, then
they are valued at their fair value taking this trading or these
events into account. Fair value is determined in good faith under
consistently applied procedures under the general supervision of the
Board of Trustees. 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.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases
and sales of securities, income receipts and expense payments are
translated into U.S. dollars at the prevailing exchange rate on the
respective dates of the transactions.
Net realized gains and losses on foreign currency transactions
represent net gains and losses from sales and maturities of foreign
currency contracts, disposition of foreign 
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
FOREIGN CURRENCY TRANSLATION - CONTINUED
currencies, the difference between the amount of net investment income
accrued and the U.S. dollar amount actually received, and gains and
losses between trade date and settlement on purchases and sales of
securities. The effects of changes in foreign currency exchange rates
on investments in securities are included with the net realized and
unrealized gain or loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under
Subchapter M of the Internal Revenue Code, the fund is not subject to
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
among 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. 
Income and capital gain distributions are determined in accordance
with income tax regulations which may differ from generally accepted
accounting principles. These differences, which may result in
distribution reclassifications, are primarily due to differing
treatments for futures transactions, foreign currency transactions,
passive foreign investment companies (PFIC), non-taxable dividends,
and losses deferred due to wash sales. The fund also utilized earnings
and profits distributed to shareholders on redemption of shares as a
part of the dividends paid deduction for income tax purposes.
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 
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
DISTRIBUTIONS TO SHAREHOLDERS - CONTINUED
subsequent period. Any taxable income or gain remaining at fiscal year
end is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.
2. OPERATING POLICIES.
FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated
securities. Losses may arise from changes in the value of the foreign
currency or if the counterparties do not perform under the contracts'
terms. The U.S. dollar value of foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with
other affiliated entities of FMR, may transfer uninvested cash
balances into one or more joint trading accounts. These balances are
invested in one or more repurchase agreements for U.S. Treasury or
Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the fund's investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above. 
TAXABLE CENTRAL CASH FUND. Pursuant to an Exemptive Order issued by
the SEC, the fund may invest in the Taxable Central Cash Fund (the
Cash Fund) managed by Fidelity Investments Money Management, Inc., an
affiliate of FMR. The Cash Fund is an open-end money market fund
available only to investment companies and other accounts managed by
FMR and its affiliates. The Cash Fund seeks preservation of capital,
liquidity, and current income by investing in U.S. Treasury securities
and repurchase agreements for these securities. Income distributions
from the Cash Fund are declared daily and paid monthly from net
interest income. Income distributions earned by the fund are recorded
as interest income in the accompanying financial statements.
2. OPERATING POLICIES - CONTINUED
FUTURES CONTRACTS. The fund may use futures contracts to manage its
exposure to the stock markets 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 $859,645,000 and $930,283,000, respectively.
The market value of futures contracts opened and closed during the
period amounted to $108,372,000 and $47,489,000, 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 fund's investment performance as compared 
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
to the appropriate index over a specified period of time. For the
period, the management fee was equivalent to an annual rate of .89% 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 Limited
(FIJ). 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. A portion of this fee may be reallowed to securities
dealers, banks and other financial institutions for the distribution
of each class of shares and providing shareholder support services.
For the period, this fee was based on the following annual rates of
the average net assets of each applicable class:
 
CLASS A    .25%     
 
CLASS T    .50%     
 
CLASS B    1.00% *  
 
CLASS C    1.00% *  
 
* .75% REPRESENTS A DISTRIBUTION FEE AND .25% REPRESENTS A SHAREHOLDER
SERVICE FEE.
For the period, each class paid FDC the following amounts, a portion
of which was retained by FDC:
 
          PAID TO     RETAINED  
          FDC         BY FDC    
 
CLASS A   $ 21,000    $ -       
 
CLASS T    5,793,000   62,000   
 
CLASS B    517,000     388,000  
 
CLASS C    60,000      60,000   
 
         $ 6,391,000  $ 510,000  
 
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
DISTRIBUTION AND SERVICE PLAN - CONTINUED
Under the Plans, FMR may use its resources to pay administrative and
promotional expenses related to the sale of each class' shares. The
Plans also authorize payments to third parties that assist in the sale
of each class' shares or render shareholder support services. For the
period, the following amounts were paid to third parties under the
Plans:
 
CLASS A               $ 7,000   
 
CLASS T                383,000  
 
CLASS B                33,000   
 
CLASS C                7,000    
 
INSTITUTIONAL CLASS    10,000   
 
SALES LOAD. FDC receives a front-end sales charge of up to 5.75% for
selling Class A shares, and 3.50% for selling Class T shares of the
fund. FDC receives the proceeds of contingent deferred sales charges
levied on Class B share redemptions occurring within six years of
purchase and Class C share redemptions occurring within one year of
purchase. Contingent deferred sales charges are based on declining
rates ranging from 5% to 1% for Class B and 1% for Class C, of the
lesser of the cost of shares at the initial date of purchase or the
net asset value of the redeemed shares, excluding any reinvested
dividends and capital gains. In addition, purchases of Class A and
Class T shares that were subject to a finder's fee bear a contingent
deferred sales charge on assets that do not remain in the fund for at
least one year. The Class A and Class T contingent deferred sales
charge is based on 0.25% of the lesser of the cost of shares at the
initial date of purchase or the net asset value of the redeemed
shares, excluding any reinvested dividends and capital gains. A
portion of the sales charges paid to FDC are paid to securities
dealers, banks and other financial institutions.
For the period, sales charge amounts paid to and retained by FDC were
as follows:
 
          PAID TO    RETAINED    
          FDC        BY FDC      
 
CLASS A   $ 123,000  $ 42,000    
 
CLASS T    618,000    174,000    
 
CLASS B    124,000    124,000 *  
 
CLASS C    4,000      4,000 *    
 
          $ 869,000  $ 344,000   
 
* WHEN CLASS B AND CLASS C SHARES ARE INITIALLY SOLD, FDC PAYS
COMMISSIONS FROM ITS OWN RESOURCES TO SECURITIES DEALERS, 
 BANKS, AND OTHER FINANCIAL INSTITUTIONS THROUGH WHICH THE SALES ARE
MADE.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
TRANSFER AGENT FEES. Fidelity Investments Institutional Operations
Company, Inc., (FIIOC), an affiliate of FMR, is the transfer, dividend
disbursing and shareholder servicing agent for each class of the fund.
FIIOC receives account fees and asset-based fees that vary according
to the account size and type of account of the shareholders of the
respective classes of the fund. FIIOC pays for typesetting, printing
and mailing of all shareholder reports, except proxy statements. For
the period, the following amounts were paid to FIIOC:
 
                       AMOUNT       % OF        
                                    AVERAGE     
                                    NET ASSETS  
 
CLASS A                $ 28,000      .32        
 
CLASS T                 2,490,000    .21        
 
CLASS B                 158,000      .30        
 
CLASS C                 16,000       .27 *      
 
INSTITUTIONAL CLASS     75,000       .16        
 
                       $ 2,767,000              
 
* ANNUALIZED
ACCOUNTING FEES. FSC maintains the fund's accounting records. The fee
is based on the level of average net assets for the month plus
out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $38,000 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 of the following classes:
 
                      FMR          REIMBURSEMENT  
                      EXPENSE                     
                      LIMITATIONS                 
 
CLASS A               1.55%        $ 11,000       
 
CLASS T               1.80%         -             
 
CLASS B               2.30%         18,000        
 
CLASS C               2.30%         12,000        
 
INSTITUTIONAL CLASS   1.30%         -             
 
                                   $ 41,000       
 
Effective December 1, 1998 these expense limitations were eliminated.
5. EXPENSE REDUCTIONS - CONTINUED
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 $207,000 under this arrangement.
6. DISTRIBUTIONS TO SHAREHOLDERS.
Distributions to shareholders of each class were as follows:
 
AMOUNTS IN THOUSANDS        YEAR ENDED OCTOBER 31,            
 
                            1998 A                  1997      
 
FROM NET INVESTMENT INCOME                                    
 
CLASS A                     $ 68                    $ 15      
 
CLASS T                      10,334                  10,326   
 
CLASS B                      321                     155      
 
CLASS C                      3                       -        
 
INSTITUTIONAL CLASS          600                     302      
 
TOTAL                       $ 11,326                $ 10,798  
 
FROM NET REALIZED GAIN                                        
 
CLASS A                     $ 310                   $ 38      
 
CLASS T                      62,023                  40,659   
 
CLASS B                      2,341                   812      
 
CLASS C                      27                      -        
 
INSTITUTIONAL CLASS          2,212                   826      
 
TOTAL                       $ 66,913                $ 42,335  
 
                            $ 78,239                $ 53,133  
 
A DISTRIBUTIONS FOR CLASS C ARE FOR THE PERIOD NOVEMBER 3, 1997
(COMMENCEMENT OF SALE OF SHARES) TO OCTOBER 31, 1998.
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,  
 
                                1998 A       1997         1998 A       1997         
 
                                                                                    
 
CLASS A                          2,135        333         $ $35,934    $ $5,654     
SHARES SOLD                                                                         
 
REINVESTMENT OF DISTRIBUTIONS    23           3            371          52          
 
SHARES REDEEMED                  (1,691)      (82)         (28,405)     (1,418)     
 
NET INCREASE (DECREASE)          467          254         $ 7,900      $ 4,288      
 
CLASS T                          47,385       29,400      $ 815,252    $ 487,493    
SHARES SOLD                                                                         
 
REINVESTMENT OF DISTRIBUTIONS    4,208        3,178        67,693       47,914      
 
SHARES REDEEMED                  (50,964)     (32,358)     (879,988)    (538,266)   
 
NET INCREASE (DECREASE)          629          220         $ 2,957      $ (2,859)    
 
CLASS B                          2,567        1,517       $ 43,550     $ 25,441     
SHARES SOLD                                                                         
 
REINVESTMENT OF DISTRIBUTIONS    153          63           2,417        931         
 
SHARES REDEEMED                  (1,476)      (432)        (24,505)     (7,271)     
 
NET INCREASE (DECREASE)          1,244        1,148       $ 21,462     $ 19,101     
 
CLASS C                          1,843        -           $ 30,151     $ -          
SHARES SOLD                                                                         
 
REINVESTMENT OF DISTRIBUTIONS    1            -            16           -           
 
SHARES REDEEMED                  (949)        -            (14,817)     -           
 
NET INCREASE (DECREASE)          895          -           $ 15,350     $ -          
 
INSTITUTIONAL CLASS              3,622        2,508       $ 58,034     $ 41,330     
SHARES SOLD                                                                         
 
REINVESTMENT OF DISTRIBUTIONS    146          68           2,327        1,019       
 
SHARES REDEEMED                  (1,346)      (1,384)      (22,691)     (23,305)    
 
NET INCREASE (DECREASE)          2,422        1,192       $ 37,670     $ 19,044     
 
</TABLE>
 
A SHARE TRANSACTIONS FOR CLASS C ARE FOR THE PERIOD NOVEMBER 3, 1997
(COMMENCEMENT OF SALE OF SHARES) TO OCTOBER 31, 1998..
8. REGISTRATION FEES.
For the period, each class paid the following amounts to register its
shares for sale:
 
                      REGISTRATION  
                      FEES          
 
CLASS A               $ 8,000       
 
CLASS T                73,000       
 
CLASS B                12,000       
 
CLASS C                15,000       
 
INSTITUTIONAL CLASS    39,000       
 
                      $ 147,000     
 
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees of Fidelity Advisor Series VIII 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) at October 31, 1998, and the results of its operations, the
changes in its net assets and the financial highlights for the periods
indicated, in conformity with generally accepted accounting
principles. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the
responsibility of the Fidelity Advisor 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, 1998 by correspondence with the custodian
and brokers, provide a reasonable basis for the opinion expressed
above.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
December 11, 1998
 
DISTRIBUTIONS
 
 
The Board of Trustees of Fidelity Advisor Overseas Fund voted to pay
to shareholders of record at the opening of business on record date,
the following distributions derived from capital gains realized from
sales of portfolio securities, and dividends derived from net
investment income:
 
INSTITUTIONAL CLASS
PAY DATE      12/8/97 12/7/98
RECORD DATE   12/5/97 12/4/98
DIVIDENDS     $0.26   $0.16
SHORT-TERM
CAPITAL GAINS $0.34    __
LONG-TERM
CAPITAL GAINS $0.62   $0.14
LONG-TERM
CAPITAL GAIN PERCENTAGES:
 28% rate     55.85%   __
 20% rate     44.15%  100%
 
A total of 1.32% of the dividends distributed during the fiscal year
was derived from interest on U.S. Government securities which is
generally exempt from state income tax.
A total of 1% of the dividends distributed during the fiscal year for
Institutional Class qualifies for the dividends-received deduction for
corporate shareholders.
The fund will notify shareholders in January 1999 of the applicable
percentages for use in preparing 1998 income tax returns.
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 8, 1997:
 
                     INCOME PER SHARE  TAXES PER SHARE
Institutional Class  $0.296            $0.031
 
 
 
 
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
Richard A. Spillane, Jr., Vice President
Richard R. Mace, Jr., Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
William J. McCoy *
Marvin L. Mann *
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
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 TechnoQuantSM 
Growth Fund
Fidelity Advisor Small Cap Fund
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
 
OSI-ANN-1298  66785
1.538538.101
 
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
 
MONEY MARKET FUNDS
Prime Fund
Treasury Fund
Tax-Exempt Fund
 
(FIDELITY_LOGO_GRAPHIC)(registered trademark)
 



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