FIDELITY ADVISOR SERIES VIII, N-30D/A, 1998-01-26

FIDELITY ADVISOR SERIES VIII
N-30D/A, 1998-01-26

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(2_FIDELITY_LOGOS)FIDELITY ADVISOR

STRATEGIC OPPORTUNITIES
FUND - CLASS A, CLASS T AND CLASS B
ANNUAL REPORT
NOVEMBER 30, 1997
CONTENTS

PRESIDENT'S MESSAGE 3 NED JOHNSON ON STOCK MARKET STRATEGIES.

PERFORMANCE 4 HOW THE FUND HAS DONE OVER TIME.

FUND TALK 12 THE MANAGER'S REVIEW OF FUND
PERFORMANCE, STRATEGY AND OUTLOOK.

INVESTMENT CHANGES 15 A SUMMARY OF MAJOR SHIFTS IN THE FUND'S
INVESTMENTS OVER THE PAST SIX MONTHS.

INVESTMENTS 16 A COMPLETE LIST OF THE FUND'S INVESTMENTS
WITH THEIR MARKET VALUES.

FINANCIAL STATEMENTS 25 STATEMENTS OF ASSETS AND LIABILITIES,
OPERATIONS, AND CHANGES IN NET ASSETS,
AS WELL AS FINANCIAL HIGHLIGHTS.

NOTES 34 NOTES TO THE FINANCIAL STATEMENTS.

REPORT OF INDEPENDENT 44 THE AUDITORS' OPINION.
ACCOUNTANTS

DISTRIBUTIONS 45

NOTE TO SHAREHOLDERS: The fiscal year end for Fidelity Advisor
Strategic Opportunities Fund recently changed from December 31 to
November 30. This change was made in order to align the fund's fiscal
year end more closely with other similar Fidelity Advisor funds.

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

(photo_of_Edward_C_Johnson_3d)
DEAR SHAREHOLDER:
Although financial turmoil in Pacific Basin countries was a catalyst
for significant volatility in U.S. markets in late October and into
November, the Standard & Poor's 500 Index has risen more than 31%
year-to-date, almost three times its historical annual average.
Meanwhile, bond markets - primarily influenced by a relatively steady
flow of positive news on the inflation front - continued to post solid
returns through the first 11 months of 1997.
While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.
First, investors are encouraged to take a long-term view of their
portfolios. If you can afford to leave your money invested through the
inevitable up and down cycles of the financial markets, you will
greatly reduce your vulnerability to any single decline. We know from
experience, for example, that stock prices have gone up over longer
periods of time, have significantly outperformed other types of
investments and have stayed ahead of inflation.
Second, you can further manage your investing risk through
diversification. A stock mutual fund, for instance, is already
diversified, because it invests in many different companies. You can
increase your diversification further by investing in a number of
different stock funds, or in such other investment categories as
bonds. If you have a short investment time horizon, you might want to
consider moving some of your investment into a money market fund,
which seeks income and a stable share price by investing in
high-quality, short-term investments. Of course, it's important to
remember that there is no assurance that a money market fund will
achieve its goal of maintaining a stable net asset value of $1.00 per
share, and that these types of funds are neither insured nor
guaranteed by any agency of the U.S. government.
Finally, no matter what your time horizon or portfolio diversity, it
makes good sense to follow a regular investment plan, investing a
certain amount of money in a fund at the same time each month or
quarter and periodically reviewing your overall portfolio. By doing
so, you won't get caught up in the excitement of a rapidly rising
market, nor will you buy all your shares at market highs. While this
strategy - known as dollar cost averaging - won't assure a profit or
protect you from a loss in a declining market, it should help you
lower the average cost of your purchases.
Remember to contact your investment professional if you need help with
your investments.
Best regards,
Edward C. Johnson 3d
ADVISOR STRATEGIC OPPORTUNITIES FUND - CLASS A
PERFORMANCE: THE BOTTOM LINE

ADVISOR STRATEGIC OPPORTUNITIES - CLASS A 26.87% 102.41% 325.58%

ADVISOR STRATEGIC OPPORTUNITIES - CLASS A 19.58% 90.77% 301.11%
(INCL. MAX. 5.75% SALES CHARGE)

S&P 500(REGISTERED TRADEMARK) 28.51% 150.41% 456.23%

CAPITAL APPRECIATION FUNDS AVERAGE 18.03% 108.72% 343.91%

CUMULATIVE TOTAL RETURNS show Class A's performance in percentage
terms over a set period - in this case, one year, five years or 10
years. For example, if you had invested $1,000 in a fund that had a 5%
return over the past year, the value of your investment would be
$1,050. You can compare Class A's returns to those of the Standard &
Poor's 500 Index - a widely recognized, unmanaged index of common
stocks. To measure how Class A's performance stacked up against its
peers, you can compare it to the capital appreciation 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 213 mutual funds. These benchmarks reflect
reinvestment of dividends and capital gains, if any, and exclude the
effect of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1997 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

ADVISOR STRATEGIC OPPORTUNITIES - CLASS A 26.87% 15.15% 15.58%

ADVISOR STRATEGIC OPPORTUNITIES - CLASS A 19.58% 13.79% 14.90%
(INCL. MAX. 5.75% SALES CHARGE)

S&P 500 28.51% 20.15% 18.69%

CAPITAL APPRECIATION FUNDS AVERAGE 18.03% 15.34% 15.15%

AVERAGE ANNUAL TOTAL RETURNS take Class A's cumulative return and show
you what would have happened if Class A had performed at a constant
rate each year.
$10,000 OVER 10 YEARS
IMAHDR PRASUN SHR__CHT 19971130 19971216 103438 S00000000000001
FA Strategic Opp -CL A S&P 500
00266 SP001
1987/11/30 9425.00 10000.00
1987/12/31 9636.53 10761.00
1988/01/31 10391.47 11214.04
1988/02/29 10731.93 11736.61
1988/03/31 10561.70 11373.95
1988/04/30 10628.31 11500.20
1988/05/31 10813.35 11600.25
1988/06/30 11553.48 12132.71
1988/07/31 11486.87 12086.60
1988/08/31 11131.60 11675.66
1988/09/30 11494.27 12173.04
1988/10/31 11694.10 12511.45
1988/11/30 11768.12 12332.54
1988/12/31 11780.51 12548.36
1989/01/31 12447.76 13466.90
1989/02/28 12394.07 13131.57
1989/03/31 12654.84 13437.54
1989/04/30 13138.02 14134.94
1989/05/31 13743.92 14707.41
1989/06/30 13851.30 14623.58
1989/07/31 14802.33 15944.09
1989/08/31 14994.07 16256.59
1989/09/30 14994.07 16189.94
1989/10/31 14748.64 15814.33
1989/11/30 15147.46 16136.94
1989/12/31 15620.70 16524.23
1990/01/31 14587.73 15415.45
1990/02/28 14666.58 15614.31
1990/03/31 14666.58 16028.09
1990/04/30 14067.30 15627.39
1990/05/31 14524.65 17151.06
1990/06/30 14666.58 17034.43
1990/07/31 14706.01 16979.92
1990/08/31 13673.04 15444.94
1990/09/30 13570.53 14692.77
1990/10/31 13562.64 14629.59
1990/11/30 14161.92 15574.66
1990/12/31 14500.66 16009.20
1991/01/31 14969.21 16707.20
1991/02/28 15865.23 17901.76
1991/03/31 16366.67 18334.98
1991/04/30 16588.62 18378.99
1991/05/31 17180.48 19172.96
1991/06/30 16637.94 18294.84
1991/07/31 17139.38 19147.38
1991/08/31 17509.29 19601.17
1991/09/30 17575.06 19273.83
1991/10/31 17221.58 19532.10
1991/11/30 16802.35 18744.96
1991/12/31 17847.30 20889.38
1992/01/31 17876.26 20500.84
1992/02/29 18223.74 20767.35
1992/03/31 17760.43 20362.38
1992/04/30 18098.26 20961.04
1992/05/31 18687.06 21063.75
1992/06/30 18687.06 20749.90
1992/07/31 19266.20 21598.57
1992/08/31 18928.37 21155.80
1992/09/30 18851.15 21405.44
1992/10/31 19005.59 21480.36
1992/11/30 19816.39 22212.84
1992/12/31 20144.70 22486.05
1993/01/31 20525.38 22674.94
1993/02/28 21106.99 22983.32
1993/03/31 21762.62 23468.26
1993/04/30 21329.06 22900.33
1993/05/31 21826.06 23514.06
1993/06/30 22005.83 23582.25
1993/07/31 22471.12 23487.92
1993/08/31 23877.54 24378.11
1993/09/30 23814.10 24190.40
1993/10/31 24564.90 24691.14
1993/11/30 23528.58 24456.58
1993/12/31 24261.50 24752.50
1994/01/31 24471.46 25594.09
1994/02/28 23596.64 24900.49
1994/03/31 22686.84 23814.83
1994/04/30 22873.46 24119.66
1994/05/31 22920.12 24515.22
1994/06/30 22920.12 23914.60
1994/07/31 23468.34 24699.00
1994/08/31 23608.31 25711.65
1994/09/30 23281.71 25081.72
1994/10/31 23036.76 25646.06
1994/11/30 22325.25 24712.03
1994/12/31 22522.02 25078.51
1995/01/31 23521.66 25728.79
1995/02/28 24123.85 26731.44
1995/03/31 24352.69 27520.29
1995/04/30 24882.61 28330.76
1995/05/31 25532.98 29463.14
1995/06/30 26869.85 30147.57
1995/07/31 27773.14 31147.26
1995/08/31 28568.04 31225.44
1995/09/30 29543.59 32543.16
1995/10/31 29435.19 32426.98
1995/11/30 30218.05 33850.52
1995/12/31 31116.22 34502.48
1996/01/31 31128.72 35676.95
1996/02/29 30509.15 36007.67
1996/03/31 29491.76 36354.43
1996/04/30 30267.52 36890.29
1996/05/31 31157.74 37841.69
1996/06/30 31119.59 37985.87
1996/07/31 28983.06 36307.65
1996/08/31 30076.76 37073.38
1996/09/30 31119.59 39159.87
1996/10/31 30547.31 40239.90
1996/11/30 31615.57 43281.64
1996/12/31 31593.70 42424.23
1997/01/31 32786.71 45074.89
1997/02/28 32339.62 45428.28
1997/03/31 30269.18 43561.63
1997/04/30 30429.57 46162.26
1997/05/31 34395.47 48972.62
1997/06/30 35663.98 51166.59
1997/07/31 37267.83 55237.92
1997/08/31 37865.64 52143.49
1997/09/30 42079.41 54999.39
1997/10/31 40125.62 53162.41
1997/11/28 40111.04 55623.30
IMATRL PRASUN SHR__CHT 19971130 19971216 103442 R00000000000123
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Advisor Strategic Opportunities Fund - Class A on
November 30, 1987, and the current maximum 5.75% sales charge was
paid. As the chart shows, by November 30, 1997, the value of the
investment would have grown to $40,111 - a 301.11% increase on the
initial investment. For comparison, look at how the S&P 500 did over
the same period. With dividends and capital gains, if any, reinvested,
the same $10,000 investment would have grown to $55,623 - a 456.23%
increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is
no guarantee of how it will do
tomorrow. The stock market,
for example, has a history of
long-term growth and
short-term volatility. In turn, the
share price and return of a
fund that invests in stocks will
vary. That means if you sell
your shares during a market
downturn, you might lose
money. But if you can ride out
the market's ups and downs,
you may have a gain.
(checkmark)
ADVISOR STRATEGIC OPPORTUNITIES FUND - CLASS T
PERFORMANCE: THE BOTTOM LINE

ADVISOR STRATEGIC OPPORTUNITIES - CLASS T 27.00% 102.70% 326.19%

ADVISOR STRATEGIC OPPORTUNITIES - CLASS T 22.56% 95.61% 311.27%
(INCL. MAX. 3.50% SALES CHARGE)

S&P 500 28.51% 150.41% 456.23%

CAPITAL APPRECIATION FUNDS AVERAGE 18.03% 108.72% 343.91%

CUMULATIVE TOTAL RETURNS show Class T's performance in percentage
terms over a set period - in this case, one year, five years or 10
years. For example, if you had invested $1,000 in a fund that had a 5%
return over the past year, the value of your investment would be
$1,050. You can compare Class T's returns to those of the Standard &
Poor's 500 Index - a widely recognized, unmanaged index of common
stocks. To measure how Class T's performance stacked up against its
peers, you can compare it to the capital appreciation 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 213 mutual funds. These benchmarks reflect
reinvestment of dividends and capital gains, if any, and exclude the
effect of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1997 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

ADVISOR STRATEGIC OPPORTUNITIES - CLASS T 27.00% 15.18% 15.60%

ADVISOR STRATEGIC OPPORTUNITIES - CLASS T 22.56% 14.36% 15.19%
(INCL. MAX. 3.50% SALES CHARGE)

S&P 500 28.51% 20.15% 18.69%

CAPITAL APPRECIATION FUNDS AVERAGE 18.03% 15.34% 15.15%

AVERAGE ANNUAL TOTAL RETURNS take Class T's cumulative return and show
you what would have happened if Class T had performed at a constant
rate each year.
$10,000 OVER 10 YEARS
IMAHDR PRASUN SHR__CHT 19971130 19971216 103501 S00000000000001
FA Strategic Opp -CL T S&P 500
00174 SP001
1987/11/30 9650.00 10000.00
1987/12/31 9866.58 10761.00
1988/01/31 10639.54 11214.04
1988/02/29 10988.13 11736.61
1988/03/31 10813.84 11373.95
1988/04/30 10882.04 11500.20
1988/05/31 11071.49 11600.25
1988/06/30 11829.29 12132.71
1988/07/31 11761.09 12086.60
1988/08/31 11397.34 11675.66
1988/09/30 11768.67 12173.04
1988/10/31 11973.27 12511.45
1988/11/30 12049.05 12332.54
1988/12/31 12061.74 12548.36
1989/01/31 12744.92 13466.90
1989/02/28 12689.95 13131.57
1989/03/31 12956.95 13437.54
1989/04/30 13451.66 14134.94
1989/05/31 14072.03 14707.41
1989/06/30 14181.97 14623.58
1989/07/31 15155.70 15944.09
1989/08/31 15352.02 16256.59
1989/09/30 15352.02 16189.94
1989/10/31 15100.73 15814.33
1989/11/30 15509.07 16136.94
1989/12/31 15993.61 16524.23
1990/01/31 14935.98 15415.45
1990/02/28 15016.71 15614.31
1990/03/31 15016.71 16028.09
1990/04/30 14403.13 15627.39
1990/05/31 14871.39 17151.06
1990/06/30 15016.71 17034.43
1990/07/31 15057.08 16979.92
1990/08/31 13999.45 15444.94
1990/09/30 13894.49 14692.77
1990/10/31 13886.42 14629.59
1990/11/30 14500.01 15574.66
1990/12/31 14846.82 16009.20
1991/01/31 15326.57 16707.20
1991/02/28 16243.98 17901.76
1991/03/31 16757.39 18334.98
1991/04/30 16984.63 18378.99
1991/05/31 17590.63 19172.96
1991/06/30 17035.13 18294.84
1991/07/31 17548.54 19147.38
1991/08/31 17927.29 19601.17
1991/09/30 17994.62 19273.83
1991/10/31 17632.71 19532.10
1991/11/30 17203.46 18744.96
1991/12/31 18273.36 20889.38
1992/01/31 18303.01 20500.84
1992/02/29 18658.79 20767.35
1992/03/31 18184.42 20362.38
1992/04/30 18530.32 20961.04
1992/05/31 19133.17 21063.75
1992/06/30 19133.17 20749.90
1992/07/31 19726.14 21598.57
1992/08/31 19380.24 21155.80
1992/09/30 19301.18 21405.44
1992/10/31 19459.30 21480.36
1992/11/30 20289.46 22212.84
1992/12/31 20625.60 22486.05
1993/01/31 21015.38 22674.94
1993/02/28 21610.87 22983.32
1993/03/31 22282.15 23468.26
1993/04/30 21838.24 22900.33
1993/05/31 22347.11 23514.06
1993/06/30 22531.17 23582.25
1993/07/31 23007.56 23487.92
1993/08/31 24447.57 24378.11
1993/09/30 24382.60 24190.40
1993/10/31 25151.33 24691.14
1993/11/30 24090.27 24456.58
1993/12/31 24840.69 24752.50
1994/01/31 25055.65 25594.09
1994/02/28 24159.96 24900.49
1994/03/31 23228.43 23814.83
1994/04/30 23419.51 24119.66
1994/05/31 23467.28 24515.22
1994/06/30 23467.28 23914.60
1994/07/31 24028.59 24699.00
1994/08/31 24171.90 25711.65
1994/09/30 23837.51 25081.72
1994/10/31 23586.71 25646.06
1994/11/30 22858.21 24712.03
1994/12/31 23059.68 25078.51
1995/01/31 24083.18 25728.79
1995/02/28 24699.75 26731.44
1995/03/31 24934.05 27520.29
1995/04/30 25476.63 28330.76
1995/05/31 26142.52 29463.14
1995/06/30 27511.31 30147.57
1995/07/31 28436.16 31147.26
1995/08/31 29250.03 31225.44
1995/09/30 30248.87 32543.16
1995/10/31 30137.89 32426.98
1995/11/30 30939.43 33850.52
1995/12/31 31859.04 34502.48
1996/01/31 31871.85 35676.95
1996/02/29 31237.49 36007.67
1996/03/31 30195.80 36354.43
1996/04/30 30990.09 36890.29
1996/05/31 31901.56 37841.69
1996/06/30 31862.50 37985.87
1996/07/31 29674.96 36307.65
1996/08/31 30794.77 37073.38
1996/09/30 31849.48 39159.87
1996/10/31 31276.55 40239.90
1996/11/30 32383.34 43281.64
1996/12/31 32345.39 42424.23
1997/01/31 33557.09 45074.89
1997/02/28 33117.90 45428.28
1997/03/31 31000.84 43561.63
1997/04/30 31163.69 46162.26
1997/05/31 35220.15 48972.62
1997/06/30 36537.76 51166.59
1997/07/31 38195.88 55237.92
1997/08/31 38802.87 52143.49
1997/09/30 43140.62 54999.39
1997/10/31 41142.00 53162.41
1997/11/28 41127.19 55623.30
IMATRL PRASUN SHR__CHT 19971130 19971216 103506 R00000000000123
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Advisor Strategic Opportunities Fund - Class T on
November 30, 1987, and the current maximum 3.50% sales charge was
paid. As the chart shows, by November 30, 1997, the value of the
investment would have grown to $41,127 - a 311.27% increase on the
initial investment. For comparison, look at how the S&P 500 did over
the same period. With dividends and capital gains, if any, reinvested,
the same $10,000 investment would have grown to $55,623 - a 456.23%
increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is
no guarantee of how it will do
tomorrow. The stock market,
for example, has a history of
long-term growth and
short-term volatility. In turn, the
share price and return of a
fund that invests in stocks will
vary. That means if you sell
your shares during a market
downturn, you might lose
money. But if you can ride out
the market's ups and downs,
you may have a gain.
(checkmark)
ADVISOR STRATEGIC OPPORTUNITIES FUND - CLASS B
PERFORMANCE: THE BOTTOM LINE

There are several ways to evaluate historical performance. You can
look at the total percentage change in value, the average annual
percentage change or the growth of a hypothetical $10,000 investment.
Total return reflects the change in the value of an investment,
assuming reinvestment of the class' dividend income and capital gains
(the profits earned upon the sale of securities that have grown in
value). Initial offering of Class B shares took place on June 30,
1994. Class B shares bear a 1.00% 12b-1/shareholder service fee that
is reflected in returns after June 30, 1994. Returns between November
30, 1987 and June 30, 1994 are those of Class T, and reflect Class T
shares' prior 0.65% 12b-1 fee. Had Class B shares' 12b-1 fee been
reflected, returns prior to June 30, 1994 would have been lower.
Effective January 2, 1997, Class B shares' contingent deferred sales
charge is based on a declining scale that ranges from 5% to 1% on
Class B shares redeemed within six years of purchase. This scale is
revised from the previous scale of 4% to 1% on shares redeemed within
five years of purchase. Class B shares' contingent deferred sales
charges included in the past one year, past five years and past 10
years total return figures are 5%, 2% and 0%, respectively. If
Fidelity had not reimbursed certain class expenses, the past five year
and 10 year total returns would have been lower.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1997 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

ADVISOR STRATEGIC OPPORTUNITIES - CLASS B 26.33% 99.42% 319.29%

ADVISOR STRATEGIC OPPORTUNITIES - CLASS B 21.33% 97.42% 319.29%
(INCL. CONTINGENT DEFERRED SALES CHARGE)

S&P 500(REGISTERED TRADEMARK) 28.51% 150.41% 456.23%

CAPITAL APPRECIATION FUNDS AVERAGE 18.03% 108.72% 343.91%

CUMULATIVE TOTAL RETURNS show Class B's performance in percentage
terms over a set period - in this case, one year, five years or 10
years. For example, if you had invested $1,000 in a fund that had a 5%
return over the past year, the value of your investment would be
$1,050. You can compare Class B's returns to those of the Standard &
Poor's 500 Index - a widely recognized, unmanaged index of common
stocks. To measure how Class B's performance stacked up against its
peers, you can compare it to the capital appreciation 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 213 mutual funds. These benchmarks reflect
reinvestment of dividends and capital gains, if any, and exclude the
effect of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1997 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

ADVISOR STRATEGIC OPPORTUNITIES - CLASS B 26.33% 14.80% 15.41%

ADVISOR STRATEGIC OPPORTUNITIES - CLASS B 21.33% 14.57% 15.41%
(INCL. CONTINGENT DEFERRED SALES CHARGE)

S&P 500 28.51% 20.15% 18.69%

CAPITAL APPRECIATION FUNDS AVERAGE 18.03% 15.34% 15.15%

AVERAGE ANNUAL TOTAL RETURNS take Class B's cumulative return and show
you what would have happened if Class B had performed at a constant
rate each year.
$10,000 OVER 10 YEARS
IMAHDR PRASUN SHR__CHT 19971130 19971216 103439 S00000000000001
FA Strategic Opp -CL B S&P 500
00608 SP001
1987/11/30 10000.00 10000.00
1987/12/31 10224.44 10761.00
1988/01/31 11025.43 11214.04
1988/02/29 11386.66 11736.61
1988/03/31 11206.05 11373.95
1988/04/30 11276.72 11500.20
1988/05/31 11473.05 11600.25
1988/06/30 12258.33 12132.71
1988/07/31 12187.66 12086.60
1988/08/31 11810.72 11675.66
1988/09/30 12195.51 12173.04
1988/10/31 12407.54 12511.45
1988/11/30 12486.07 12332.54
1988/12/31 12499.21 12548.36
1989/01/31 13207.17 13466.90
1989/02/28 13150.21 13131.57
1989/03/31 13426.89 13437.54
1989/04/30 13939.55 14134.94
1989/05/31 14582.41 14707.41
1989/06/30 14696.34 14623.58
1989/07/31 15705.39 15944.09
1989/08/31 15908.83 16256.59
1989/09/30 15908.83 16189.94
1989/10/31 15648.43 15814.33
1989/11/30 16071.58 16136.94
1989/12/31 16573.68 16524.23
1990/01/31 15477.70 15415.45
1990/02/28 15561.36 15614.31
1990/03/31 15561.36 16028.09
1990/04/30 14925.52 15627.39
1990/05/31 15410.77 17151.06
1990/06/30 15561.36 17034.43
1990/07/31 15603.19 16979.92
1990/08/31 14507.20 15444.94
1990/09/30 14398.44 14692.77
1990/10/31 14390.07 14629.59
1990/11/30 15025.91 15574.66
1990/12/31 15385.31 16009.20
1991/01/31 15882.46 16707.20
1991/02/28 16833.13 17901.76
1991/03/31 17365.17 18334.98
1991/04/30 17600.66 18378.99
1991/05/31 18228.63 19172.96
1991/06/30 17652.99 18294.84
1991/07/31 18185.02 19147.38
1991/08/31 18577.50 19601.17
1991/09/30 18647.28 19273.83
1991/10/31 18272.24 19532.10
1991/11/30 17827.42 18744.96
1991/12/31 18936.13 20889.38
1992/01/31 18966.85 20500.84
1992/02/29 19335.54 20767.35
1992/03/31 18843.95 20362.38
1992/04/30 19202.40 20961.04
1992/05/31 19827.12 21063.75
1992/06/30 19827.12 20749.90
1992/07/31 20441.59 21598.57
1992/08/31 20083.15 21155.80
1992/09/30 20001.22 21405.44
1992/10/31 20165.08 21480.36
1992/11/30 21025.35 22212.84
1992/12/31 21373.68 22486.05
1993/01/31 21777.59 22674.94
1993/02/28 22394.68 22983.32
1993/03/31 23090.31 23468.26
1993/04/30 22630.30 22900.33
1993/05/31 23157.63 23514.06
1993/06/30 23348.36 23582.25
1993/07/31 23842.03 23487.92
1993/08/31 25334.26 24378.11
1993/09/30 25266.95 24190.40
1993/10/31 26063.55 24691.14
1993/11/30 24964.01 24456.58
1993/12/31 25741.64 24752.50
1994/01/31 25964.41 25594.09
1994/02/28 25036.22 24900.49
1994/03/31 24070.91 23814.83
1994/04/30 24268.93 24119.66
1994/05/31 24318.43 24515.22
1994/06/30 24318.43 23914.60
1994/07/31 24924.84 24699.00
1994/08/31 25060.98 25711.65
1994/09/30 24726.83 25081.72
1994/10/31 24442.19 25646.06
1994/11/30 23662.51 24712.03
1994/12/31 23884.30 25078.51
1995/01/31 24900.38 25728.79
1995/02/28 25530.61 26731.44
1995/03/31 25762.12 27520.29
1995/04/30 26315.18 28330.76
1995/05/31 26996.85 29463.14
1995/06/30 28411.65 30147.57
1995/07/31 29350.56 31147.26
1995/08/31 30160.85 31225.44
1995/09/30 31176.93 32543.16
1995/10/31 31061.17 32426.98
1995/11/30 31871.46 33850.52
1995/12/31 32804.45 34502.48
1996/01/31 32804.45 35676.95
1996/02/29 32142.66 36007.67
1996/03/31 31042.25 36354.43
1996/04/30 31857.37 36890.29
1996/05/31 32781.16 37841.69
1996/06/30 32713.24 37985.87
1996/07/31 30458.09 36307.65
1996/08/31 31599.25 37073.38
1996/09/30 32672.48 39159.87
1996/10/31 32074.73 40239.90
1996/11/30 33188.72 43281.64
1996/12/31 33133.10 42424.23
1997/01/31 34362.99 45074.89
1997/02/28 33890.88 45428.28
1997/03/31 31704.37 43561.63
1997/04/30 31858.35 46162.26
1997/05/31 36000.40 48972.62
1997/06/30 37324.62 51166.59
1997/07/31 39002.99 55237.92
1997/08/31 39603.51 52143.49
1997/09/30 44007.33 54999.39
1997/10/31 41944.00 53162.41
1997/11/28 41928.60 55623.30
IMATRL PRASUN SHR__CHT 19971130 19971216 103444 R00000000000123
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Advisor Strategic Opportunities Fund - Class B on
November 30, 1987. As the chart shows, by November 30, 1997, the value
of the investment would have grown to $41,929 - a 319.29% increase on
the initial investment. For comparison, look at how the S&P 500 did
over the same period. With dividends and capital gains, if any,
reinvested, the same $10,000 investment would have grown to $55,623 -
a 456.23% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is
no guarantee of how it will do
tomorrow. The stock market,
for example, has a history of
long-term growth and
short-term volatility. In turn, the
share price and return of a
fund that invests in stocks will
vary. That means if you sell
your shares during a market
downturn, you might lose
money. But if you can ride out
the market's ups and downs,
you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
The 12 months that ended
November 30, 1997, was a period
that truly tested the U.S. stock
market's resolve. But despite
frequent shifts in sentiment, an
interest-rate hike and global
volatility concerns, U.S. stocks still
managed to perform well. The
Standard & Poor's 500 Index - a
broad gauge of the U.S. stock
market - returned 28.51% during
the period, well above the market's
long-term annual average of
around 11%. In the first half of the
period, large-cap stocks were
responsible for much of the
market's gain, as investors were
drawn to stocks with recognizable
names and consistent
earnings-growth track records.
Consequently, stock prices soared
and enthusiasm was high. The
Federal Reserve Board - in an
attempt to halt inflation before it
appeared - raised a key
short-term interest rate by 0.25% in
March. The market paused briefly,
but then kept rolling as the Dow
Jones Industrial Average reached
the 8,000-point mark for the first
time ever in August. With several
multinational companies
announcing earnings shortfalls in
mid-August, small-cap stocks came
into favor among investors.
During August and September, the
Russell 2000 Index - which
measures small-cap stock
performance - was up 9.78%
while the S&P was down 0.43%.
Volatility in Asian markets in late
October sent skittish investors
running for cover. The Dow slid
554 points in one day, then
snapped back the next, reclaiming
330-plus points. Sensing continued
fallout from this volatility, investors
again became quality-conscious
and large-caps regained their
perch through November.
An interview with Harris Leviton, Portfolio Manager of Advisor
Strategic Opportunities Fund
Q. HOW DID THE FUND PERFORM, HARRIS?
A. For the 12 months that ended November 30, 1997, the fund's Class A,
Class T and Class B shares had total returns of 26.87%, 27.00% and
26.33%, respectively. During the same period, the capital appreciation
funds average tracked by Lipper Analytical Services posted a return of
18.03%, while the Standard & Poor's 500 Index returned 28.51%.
Q. WHAT FACTORS HELPED THE FUND OUTPERFORM ITS PEER GROUP?
A. I'd attribute the fund's strong performance to big investments in
specific stocks that did well. More than 40% of the fund's holdings
were invested in its 10 largest positions at the end of the period,
and nine of the top 10 stocks appreciated considerably over the past
12 months. In addition, the environment for small- and
mid-capitalization stocks improved dramatically from April through the
end of October. Since the majority of the fund's holdings are small-
and mid-cap stocks, the favorable environment helped performance.
Q. WHICH INDIVIDUAL HOLDINGS CONTRIBUTED TO THE FUND'S STRONG RETURN?
A. The fund's top two holdings - Whole Foods Market and American
Bankers Insurance - were again the fund's strongest contributors.
Whole Foods Market, a diversified chain of natural foods supermarkets,
benefited as natural foods continued to gain market acceptance.
American Bankers Insurance, a specialty property-casualty insurance
company, continued to grow earnings by exiting some less profitable
lines of business and focusing on its credit-based accident, health
and life insurance operations. Another top 10 holding, Sepracor, was a
solid performer. I thought the company, which makes improved versions
of existing drugs, was trading at a relatively cheap valuation given
what it had in its product pipeline. All three of these companies are
good examples of "special situation" stocks.
Q. WERE THERE OTHER HOLDINGS THAT PERFORMED PARTICULARLY WELL DURING
THE PERIOD?
A. AFC Cable, Cable Design Technology, General Cable and Essex
International - all makers of wire and cable - benefited from the
relief of a glut of office space across the country. Companies are
filling much of the office space that was built and then left vacant
after the savings and loan crisis in the late 1980s. When companies
move into or renovate older buildings, they usually need new wire and
cable. In addition, consolidation through mergers and acquisitions has
caused the number of players in the industry to shrink. Therefore,
demand took off at a time when supply was shrinking, which improved
pricing for many of these companies.
Q. WERE THERE ANY DISAPPOINTMENTS DURING THE PERIOD?
A. Alliance Pharmaceutical, a biotech company that has several drugs
in late-stage clinical trials, was the only stock in the top 10 that
didn't appreciate during the period. Unfortunately, the stock didn't
take off as soon as I would have hoped, but I continued to believe
that the company had strong growth potential at the end of the period.
In addition, the casino-gaming sector was disappointing because
business in Las Vegas has slowed down over the past year. A lot of
companies are adding capacity and, in the past when you added
capacity, business improved because there were more attractions. That
hasn't happened this time around. Instead, there just has been too
much capacity in Las Vegas and the stocks underperformed. I scaled
back the fund's exposure to Las Vegas casino stocks during the period.
Q. WHAT'S YOUR OUTLOOK?
A. Fear, panic and euphoria drove the stock market over the past six
months, but what's interesting is that the market hasn't moved much
since July. I think the economic difficulties in Southeast Asia will
continue to cause some panic selling, and the appreciation of the
dollar versus those currencies in that region may hurt U.S.
export-oriented companies. I expect slower earnings growth for most
U.S. companies. In addition, excessive stock valuations have been
created as the stock market, on average, has risen more than 20% a
year over the past several years. This means that many stocks became
overvalued during the bull run and some of these valuations need to be
corrected. Most of all, I think we'll see a "sorting out" period, when
the stock market will move up and down as investors try to make sense
of everything that's happened in the past six 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.

HARRIS LEVITON ON THE EFFECTS
OF THE FINANCIAL CRISIS IN
SOUTHEAST ASIA:
"I think it's too early to tell what
the final impact of the Southeast
Asian problems will be. What's
amazing to me is how investors in
the stock market have fled to
`safety' by buying large-cap stocks
again, when, in fact, many of the
larger-cap companies are the
biggest exporters and are the most
exposed to currency devaluations.
"In the meantime, investors -
whether they are doing so because
they are afraid or just because they
are risk-averse - are dumping a
lot of small- or mid-cap stocks. And
right now, I think the smaller-cap
companies have the strongest
earnings growth potential. This
panic-selling slightly hurt the fund
at the end of the period because
small-cap stocks had been
dramatically outperforming the
broader market since July, and
these events shut that run down.
However, from my point of view, all
of these events actually have
created a good environment for
finding opportunities among
undervalued, smaller-cap stocks."
FUND FACTS
GOAL: seeks capital
appreciation by investing
primarily in securities of
companies believed by
Fidelity to involve a "special
situation"
START DATE: December 31, 1983
SIZE: as of November 30, 1997,
more than $668 million
MANAGER: Harris Leviton, since
1996; joined Fidelity in 1986
(checkmark)
INVESTMENT CHANGES

TOP TEN STOCKS AS OF NOVEMBER 30, 1997
<TABLE>
<CAPTION>
<S> <C> <C>
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE STOCKS
AS OF
JUNE 30, 1997

WHOLE FOODS MARKET, INC. 10.3 8.5

AMERICAN BANKERS INSURANCE GROUP, INC. 8.9 7.9

SEPRACOR, INC. 5.9 4.4

CABLE DESIGN TECHNOLOGY CORP. 3.4 2.8

AFC CABLE SYSTEMS, INC. 3.1 2.8

ALLIANCE PHARMACEUTICAL CORP. 2.9 0.6

NINTENDO CO. LTD. ORD. 2.6 3.8

HARVEYS CASINO RESORTS 2.5 2.4

COMPUSA, INC. 2.3 1.5

CYGNUS, INC. 2.0 1.2

TOP FIVE MARKET SECTORS AS OF NOVEMBER 30, 1997
% OF FUND'S % OF FUND'S INVESTMENTS
INVESTMENTS IN THESE MARKET SECTORS
AS OF
JUNE 30, 1997

HEALTH 16.7 9.9

MEDIA & LEISURE 13.7 13.8

RETAIL & WHOLESALE 13.7 13.1

TECHNOLOGY 12.8 12.4

BASIC INDUSTRIES 12.4 11.5
</TABLE>

ASSET ALLOCATION (% OF FUND'S INVESTMENTS)
AS OF NOVEMBER 30, 1997 * AS OF JUNE 30, 1997 **
ROW: 1, COL: 1, VALUE: 2.4
ROW: 1, COL: 2, VALUE: 1.7
ROW: 1, COL: 3, VALUE: 95.90000000000001
STOCKS 91.4%
BONDS 0.7%
SHORT-TERM
INVESTMENTS 7.9%
FOREIGN
INVESTMENTS 10.8%
STOCKS 97.9%
BONDS 0.7%
SHORT-TERM
INVESTMENTS 1.4%
FOREIGN
INVESTMENTS 9.1%
ROW: 1, COL: 1, VALUE: 7.9
ROW: 1, COL: 2, VALUE: 1.7
ROW: 1, COL: 3, VALUE: 90.40000000000001
*
**
INVESTMENTS NOVEMBER 30, 1997

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

COMMON STOCKS - 97.1%
SHARES VALUE (NOTE 1)
AEROSPACE & DEFENSE - 0.7%
AEROSPACE & DEFENSE - 0.1%
Orbital Sciences Corp. (a) 40,500 $ 1,037,801
DEFENSE ELECTRONICS - 0.6%
Anaren Microwave, Inc. (a) 50,000 1,000,000
Herley Industries, Inc. (a)(c) 208,666 2,895,241
3,895,241
TOTAL AEROSPACE & DEFENSE 4,933,042
BASIC INDUSTRIES - 12.4%
CHEMICALS & PLASTICS - 0.1%
Ivex Packaging Corp. 33,100 662,000
IRON & STEEL - 1.7%
Cold Metal Products, Inc. (a) 179,900 1,079,400
Dofasco, Inc. 100,000 1,551,912
Quanex Corp. 250,200 7,443,450
Steel Dynamics, Inc. 49,900 923,150
10,997,912
METALS & MINING - 10.0%
AFC Cable Systems, Inc. (a)(c) 784,125 20,975,344
Alumax, Inc. (a) 216,500 6,806,219
Brush Wellman, Inc. 117,500 2,790,625
Cable Design Technology Corp. (a) 569,700 23,072,850
Essex International, Inc. 108,900 3,518,831
General Cable Corp. 240,000 8,190,000
Nanophase Technologies Corp. 100,000 806,250
Ryerson Tull, Inc. Class A (a) 72,000 1,066,500
67,226,619
PAPER & FOREST PRODUCTS - 0.6%
Mercer International, Inc. (SBI) 407,900 3,926,038
TOTAL BASIC INDUSTRIES 82,812,569
CONSTRUCTION & REAL ESTATE - 2.4%
BUILDING MATERIALS - 0.0%
Rock of Ages Corp. Class A (a) 800 14,800
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
CONSTRUCTION & REAL ESTATE - CONTINUED
CONSTRUCTION - 0.8%
Beazer Homes USA, Inc. (a) 152,200 $ 2,701,550
Jacobs Engineering Group, Inc. (a) 65,400 1,729,013
Lennar Corp. 58,000 1,210,750
5,641,313
ENGINEERING - 0.6%
Fluor Corp. 30,900 1,110,469
Foster Wheeler Corp. 63,100 1,944,269
Market Facts, Inc. (a) 50,000 881,250
3,935,988
REAL ESTATE INVESTMENT TRUSTS - 1.0%
Glenborough Realty Trust, Inc. (REIT) 139,800 3,774,600
Jameson Co. 170,000 1,965,625
Tanger Factory Outlet Centers, Inc. 25,700 743,694
6,483,919
TOTAL CONSTRUCTION & REAL ESTATE 16,076,020
DURABLES - 5.2%
AUTOS, TIRES, & ACCESSORIES - 0.2%
ESCO Electronics Corp. (trust receipt) (a) 81,400 1,332,925
CONSUMER DURABLES - 0.1%
Mikasa, Inc. 51,800 689,588
CONSUMER ELECTRONICS - 0.9%
Movado Group, Inc. 347,500 6,341,875
HOME FURNISHINGS - 1.4%
Bombay Company, Inc. (The) (a) 25,000 129,688
Maxim Group, Inc. (a) 601,400 9,246,525
9,376,213
TEXTILES & APPAREL - 2.6%
Deckers Outdoor Corp. (a)(c) 596,900 4,961,731
Galey & Lord, Inc. (a) 115,800 2,084,400
Maxwell Shoe Co., Inc. Class A (a)(c) 758,800 10,338,650
17,384,781
TOTAL DURABLES 35,125,382
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
ENERGY - 1.0%
OIL & GAS - 1.0%
Cabot Oil & Gas Corp. Class A 81,800 $ 1,697,350
Enserch Exploration, Inc. (a) 50,000 418,750
Rio Alto Exploration Ltd. (a) 180,000 1,422,001
Ulster Petroleums Ltd. (a) 100,000 888,312
Valero Energy Corp. 68,900 2,161,738
6,588,151
FINANCE - 9.9%
BANKS - 0.3%
Long Term Credit Bank of Japan Ltd. (The) 1,200,000 2,018,542
INSURANCE - 9.6%
American Bankers Insurance Group, Inc. 1,479,600 59,923,800
Amerus Life Holdings, Inc. 132,900 4,319,250
64,243,050
TOTAL FINANCE 66,261,592
HEALTH - 16.7%
DRUGS & PHARMACEUTICALS - 10.1%
Alliance Pharmaceutical Corp. (a)(c) 1,996,400 19,340,125
Aviron 154,300 3,356,025
COR Therapeutics, Inc. (a) 53,300 1,212,575
NBTY, Inc. (a) 118,000 2,566,500
QLT Phototherapeutics, Inc. (a) 130,000 1,620,379
Sepracor, Inc. (a) 1,069,700 39,445,188
67,540,792
MEDICAL EQUIPMENT & SUPPLIES - 5.1%
Conmed Corp. (a) 30,000 712,500
Cygnus, Inc. (a) 596,950 13,431,375
Gargoyles, Inc. (a) 181,700 840,363
Hemasure, Inc. (a) 359,000 370,219
I-Stat Corp. (a) 654,700 12,111,950
InControl, Inc. (a) 69,900 554,831
Oakley, Inc. (a) 370,000 3,468,750
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
HEALTH - CONTINUED
MEDICAL EQUIPMENT & SUPPLIES - CONTINUED
Physiometrix, Inc. (a) 165,000 $ 433,125
Resound Corp. (a) 285,000 1,745,625
Sulzer Medica AG (Reg.) (a) 1,200 282,640
33,951,378
MEDICAL FACILITIES MANAGEMENT - 1.5%
Columbia/HCA Healthcare Corp. 290,600 8,572,700
NovaCare, Inc. (a) 120,200 1,487,475
10,060,175
TOTAL HEALTH 111,552,345
INDUSTRIAL MACHINERY & EQUIPMENT - 4.3%
ELECTRICAL EQUIPMENT - 0.6%
Alcatel Alsthom Compagnie Generale d'Electricite SA
sponsored ADR 129,900 3,215,025
Titan Corp. (a) 74,000 476,375
3,691,400
INDUSTRIAL MACHINERY & EQUIPMENT - 3.7%
Columbus McKinnon Corp. 257,600 6,021,400
Gasonics International Corp. (a) 90,900 1,204,425
Mettler-Toledo International, Inc. 100,000 1,787,500
Regal-Beloit Corp. 107,300 2,917,219
Sulzer AG (Reg.) 12,000 7,924,012
T B Wood's Corp. 164,000 3,013,500
THK Co. Ltd. 182,800 2,145,288
25,013,344
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT 28,704,744
MEDIA & LEISURE - 13.5%
BROADCASTING - 0.9%
Advanced Communication Systems, Inc. 30,000 303,750
American Telecasting, Inc. (a) 510,000 701,250
Ascent Entertainment Group, Inc. (a) 74,500 810,188
CAI Wireless Systems, Inc. (a) 1,125,615 1,477,370
Heartland Wireless Communications, Inc. (a) 429,167 831,511
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
MEDIA & LEISURE - CONTINUED
BROADCASTING - CONTINUED
People's Choice TV Corp. (a)(c) 679,675 $ 1,529,269
Wireless One, Inc. (a) 227,600 569,000
6,222,338
ENTERTAINMENT - 3.0%
Film Roman, Inc. (a) 55,000 103,125
Harveys Casino Resorts (c) 829,600 16,436,450
MGM Grand, Inc. (a) 81,200 3,176,950
Viacom, Inc. Class B (non-vtg.) (a) 10,000 350,000
20,066,525
LEISURE DURABLES & TOYS - 4.4%
Just Toys, Inc. (a)(c) 253,900 269,769
Nintendo Co. Ltd. Ord. 168,900 17,443,023
RockShox, Inc. (a) 145,000 1,223,438
Silicon Gaming, Inc. (a)(c) 805,000 10,465,000
29,401,230
LODGING & GAMING - 2.4%
Circus Circus Enterprises, Inc. (a) 364,300 7,513,688
WMS Industries, Inc. (a) 379,100 8,814,075
16,327,763
PUBLISHING - 0.1%
CMP Media, Inc. Class A 20,000 377,500
RESTAURANTS - 2.7%
Foodmaker, Inc. (a) 250,000 3,875,000
Il Fornaio America Corp. 77,700 1,116,938
Morton's Restaurant Group, Inc. (a)(c) 404,800 9,108,000
NPC International, Inc. (a) 12,600 167,738
Star Buffet, Inc. 1,500 19,594
Wendy's International, Inc. 190,400 3,998,400
18,285,670
TOTAL MEDIA & LEISURE 90,681,026
NONDURABLES - 2.6%
AGRICULTURE - 1.5%
Saskatchewan Wheat Pool:
Class B (non-vtg.) 478,300 7,725,080
Class B (b) 158,000 2,551,877
10,276,957
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
NONDURABLES - CONTINUED
FOODS - 0.0%
Tomkins PLC Ord. 3,425 $ 17,398
HOUSEHOLD PRODUCTS - 1.1%
Church & Dwight Co., Inc. 251,800 7,396,625
TOTAL NONDURABLES 17,690,980
PRECIOUS METALS - 1.2%
Getchell Gold Corp. (a) 69,500 1,824,375
Newmont Mining Corp. 200,000 6,012,500
7,836,875
RETAIL & WHOLESALE - 13.7%
APPAREL STORES - 1.0%
Big Dog Holdings, Inc. (c) 675,300 6,499,763
GENERAL MERCHANDISE STORES - 2.4%
BJ's Wholesale Club, Inc. 94,500 2,752,313
Freds, Inc. Class A (c) 540,300 13,237,350
15,989,663
GROCERY STORES - 10.3%
Whole Foods Market, Inc. (a)(c) 1,505,300 69,055,638
TOTAL RETAIL & WHOLESALE 91,545,064
SERVICES - 0.0%
CorporateFamily Solutions, Inc. 300 5,025
Hagler Bailly, Inc. 400 8,075
13,100
TECHNOLOGY - 12.5%
COMMUNICATIONS EQUIPMENT - 0.0%
Positron Fiber Systems Corp. Class A 9,700 67,294
Securacom, Inc. 400 4,150
71,444
COMPUTER SERVICES & SOFTWARE - 9.2%
Activision, Inc. (a) 145,000 2,320,000
BancTec, Inc. (a) 270,000 6,682,500
Broderbund Software, Inc. (a) 318,400 9,253,500
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
CompUSA, Inc. (a) 427,200 $ 15,619,500
Egghead, Inc. (a) 10,000 72,500
Eidos PLC sponsored ADR 236,500 2,690,188
GT Interactive Software, Inc. (a) 213,100 1,744,756
MicroProse, Inc. (a)(c) 2,064,500 9,806,375
Midway Games, Inc. (a) 291,300 5,862,413
Sybase, Inc. (a) 561,700 7,863,800
61,915,532
COMPUTERS & OFFICE EQUIPMENT - 1.3%
Performance Technologies, Inc. (a)(c) 492,000 7,318,500
Silicon Graphics, Inc. (a) 80,000 1,050,000
8,368,500
ELECTRONIC INSTRUMENTS - 0.7%
Aeroflex, Inc. (a) 110,000 941,875
Optical Coating Laboratory, Inc. 10,000 150,625
ORBIT/FR, Inc. 105,400 1,791,800
Tech-Sym Corp. (a) 58,400 1,770,250
4,654,550
ELECTRONICS - 1.3%
AVX Corp. 59,700 1,608,169
DII Group, Inc. (a) 30,300 677,963
Maxwell Technologies, Inc. (a) 10,900 291,575
Minebea Co. Ltd. 500,000 5,554,904
Quality Semiconductor, Inc. (a) 145,000 833,750
8,966,361
TOTAL TECHNOLOGY 83,976,387
TRANSPORTATION - 1.0%
AIR TRANSPORTATION - 0.8%
Reno Air, Inc. (a)(c) 934,800 5,491,950
TRUCKING & FREIGHT - 0.2%
SPACEHAB, Inc. (a) 82,500 866,250
TOTAL TRANSPORTATION 6,358,200
COMMON STOCKS - CONTINUED
SHARES VALUE (NOTE 1)
UTILITIES - 0.0%
ELECTRIC UTILITY - 0.0%
Niagara Mohawk Power Corp. (a) 14,900 $ 142,481
TOTAL COMMON STOCKS
(Cost $547,397,727) 650,297,958
CONVERTIBLE PREFERRED STOCKS - 0.8%
MEDIA & LEISURE - 0.2%
BROADCASTING - 0.2%
Triathalon Broadcasting Co. $0.945 depositary share DECS 114,080
1,254,880
TRANSPORTATION - 0.6%
AIR TRANSPORTATION - 0.6%
Reno Air, Inc. Series A 9% (b)(c) 170,000 3,825,000
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $5,476,360) 5,079,880
CONVERTIBLE BONDS - 0.7%
MOODY'S RATINGS PRINCIPAL
(UNAUDITED) AMOUNT
TECHNOLOGY - 0.3%
ELECTRONICS - 0.3%
Richardson Electronics Ltd.:
8 1/4%, 6/15/06 B3 $ 1,978,000 1,799,980
7 1/4%, 12/15/06 B3 404,000 331,280
2,131,260
TRANSPORTATION - 0.4%
TRUCKING & FREIGHT - 0.4%
SPACEHAB, Inc. 8%, 10/15/07 (b) - 2,500,000 2,487,500
TOTAL CONVERTIBLE BONDS
(Cost $4,560,430) 4,618,760
CASH EQUIVALENTS - 1.4%
MATURITY VALUE
AMOUNT (NOTE 1)
Investments in repurchase agreements
(U.S. Treasury obligations), in a joint
trading account at 5.70%, dated
11/28/97 due 12/1/97 $ 9,552,535 $ 9,548,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $566,982,517) $ 669,544,598
SECURITY TYPE ABBREVIATIONS
DECS - Dividend Enhanced Convertible
Stock/Debt Exchangeable for
Common Stock
LEGEND
1. Non-income producing
2. 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 $8,864,377 or
1.3% of net assets.
3. Affiliated company (see Note 11 of Notes to Financial Statements).
INCOME TAX INFORMATION
At November 30, 1997, the aggregate cost of investment securities for
income tax purposes was $567,010,715. Net unrealized appreciation
aggregated $102,533,883, of which $195,503,620 related to appreciated
investment securities and $92,969,737 related to depreciated
investment securities.
The fund hereby designates approximately $15,640,000 as a capital gain
dividend for the purpose of the dividend paid deduction.
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES

<TABLE>
<CAPTION>
<S> <C> <C>
NOVEMBER 30, 1997

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (INCLUDING REPURCHASE $ 669,544,598
AGREEMENTS OF $9,548,000) (COST $566,982,517) -
SEE ACCOMPANYING SCHEDULE

CASH 1,303

RECEIVABLE FOR INVESTMENTS SOLD 3,216,333

RECEIVABLE FOR FUND SHARES SOLD 527,879

DIVIDENDS RECEIVABLE 380,281

INTEREST RECEIVABLE 109,885

OTHER RECEIVABLES 80,336

TOTAL ASSETS 673,860,615

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 3,846,784

PAYABLE FOR FUND SHARES REDEEMED 872,493

ACCRUED MANAGEMENT FEE 236,832

DISTRIBUTION FEES PAYABLE 323,100

OTHER PAYABLES AND ACCRUED EXPENSES 228,075

TOTAL LIABILITIES 5,507,284

NET ASSETS $ 668,353,331

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 494,493,132

ACCUMULATED UNDISTRIBUTED NET REALIZED GAIN (LOSS) ON 71,304,587
INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS

NET UNREALIZED APPRECIATION (DEPRECIATION) ON INVESTMENTS 102,555,612
AND ASSETS AND LIABILITIES IN FOREIGN CURRENCIES

NET ASSETS $ 668,353,331

</TABLE>

STATEMENT OF ASSETS AND LIABILITIES - CONTINUED
NOVEMBER 30, 1997

CALCULATION OF MAXIMUM OFFERING PRICE $27.51
CLASS A:
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE
($2,309,133 (DIVIDED BY) 83,937 SHARES)

MAXIMUM OFFERING PRICE PER SHARE (100/94.25 OF $27.51) $29.19

CLASS T: $27.78
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE
($529,042,734 (DIVIDED BY) 19,041,196 SHARES)

MAXIMUM OFFERING PRICE PER SHARE (100/96.50 OF $27.78) $28.79

CLASS B: $27.23
NET ASSET VALUE AND OFFERING PRICE PER SHARE
($109,645,790 (DIVIDED BY) 4,026,069 SHARES) A

INITIAL CLASS: $28.19
NET ASSET VALUE AND REDEMPTION PRICE PER SHARE
($21,792,121 (DIVIDED BY) 773,093 SHARES)

MAXIMUM OFFERING PRICE PER SHARE (100/96.50 OF $28.19) $29.21

INSTITUTIONAL CLASS: $27.63
NET ASSET VALUE, OFFERING PRICE AND REDEMPTION PRICE
PER SHARE ($5,563,553 (DIVIDED BY) 201,344 SHARES)

A REDEMPTION PRICE PER SHARE IS EQUAL TO NET ASSET VALUE LESS ANY
APPLICABLE CONTINGENT DEFERRED SALES CHARGE.
STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
ELEVEN MONTH PERIOD ENDED NOVEMBER 30, 1997

INVESTMENT INCOME $ 3,574,213
DIVIDENDS (INCLUDING $245,390 RECEIVED FROM
AFFILIATED ISSUERS)

INTEREST 1,756,785

TOTAL INCOME 5,330,998

EXPENSES

MANAGEMENT FEE $ 3,406,031
BASIC FEE

PERFORMANCE ADJUSTMENT (1,112,763)

TRANSFER AGENT FEES 1,273,310

DISTRIBUTION FEES 3,181,361

ACCOUNTING FEES AND EXPENSES 310,776

NON-INTERESTED TRUSTEES' COMPENSATION 3,283

CUSTODIAN FEES AND EXPENSES 55,908

REGISTRATION FEES 88,852

AUDIT 55,388

LEGAL 37,146

INTEREST 16,435

REPORTS TO SHAREHOLDERS 172,878

MISCELLANEOUS 3,243

TOTAL EXPENSES BEFORE REDUCTIONS 7,491,848

EXPENSE REDUCTIONS (79,333) 7,412,515

NET INVESTMENT INCOME (LOSS) (2,081,517)

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

INVESTMENT SECURITIES (INCLUDING REALIZED GAIN (LOSS) OF 73,733,616
$3,274,509 ON SALES OF INVESTMENTS IN AFFILIATED ISSUERS)

FOREIGN CURRENCY TRANSACTIONS 7,973 73,741,589

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) ON:

INVESTMENT SECURITIES 70,141,637

ASSETS AND LIABILITIES IN FOREIGN CURRENCIES (5,094) 70,136,543

NET GAIN (LOSS) 143,878,132

NET INCREASE (DECREASE) IN NET ASSETS RESULTING $ 141,796,615
FROM OPERATIONS

</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
<S> <C> <C>
ELEVEN MONTH YEAR ENDED
PERIOD ENDED DECEMBER 31,
NOVEMBER 30, 1996
1997

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS $ (2,081,517) $ 5,065,025
NET INVESTMENT INCOME (LOSS)

NET REALIZED GAIN (LOSS) 73,741,589 101,103,020

CHANGE IN NET UNREALIZED APPRECIATION (DEPRECIATION) 70,136,543 (96,084,415)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING 141,796,615 10,083,630
FROM OPERATIONS

DISTRIBUTIONS TO SHAREHOLDERS - (5,501,432)
FROM NET INVESTMENT INCOME

FROM NET REALIZED GAIN (23,306,698) (70,113,368)

TOTAL DISTRIBUTIONS (23,306,698) (75,614,800)

SHARE TRANSACTIONS - NET INCREASE (DECREASE) (172,192,655) 36,171,237

TOTAL INCREASE (DECREASE) IN NET ASSETS (53,702,738) (29,359,933)

NET ASSETS

BEGINNING OF PERIOD 722,056,069 751,416,002

END OF PERIOD (INCLUDING UNDISTRIBUTED NET INVESTMENT $ 668,353,331 $ 722,056,069
INCOME OF $0 AND $1,667,423, RESPECTIVELY)

</TABLE>

FINANCIAL HIGHLIGHTS - CLASS A
ELEVEN MONTHS YEAR ENDED
ENDED DECEMBER 31,
NOVEMBER 30,

1997 1996 F

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

NET ASSET VALUE, BEGINNING OF PERIOD $ 22.51 $ 23.48

INCOME FROM INVESTMENT OPERATIONS

NET INVESTMENT INCOME (LOSS) (.13) E .08 E

NET REALIZED AND UNREALIZED GAIN (LOSS) 6.00 1.26

TOTAL FROM INVESTMENT OPERATIONS 5.87 1.34

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME - (.37)

FROM NET REALIZED GAIN (.87) (1.94)

TOTAL DISTRIBUTIONS (.87) (2.31)

NET ASSET VALUE, END OF PERIOD $ 27.51 $ 22.51

TOTAL RETURN B, C 26.96% 5.80%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 2,309 $ 638

RATIO OF EXPENSES TO AVERAGE NET ASSETS 1.49% A, G .99% A,
D

RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER EXPENSE REDUCTIONS 1.47% A, H .97% A,
H

RATIO OF NET INVESTMENT INCOME (LOSS) TO AVERAGE NET ASSETS (.59)% A 1.00% A

PORTFOLIO TURNOVER 61% A 151%

AVERAGE COMMISSION RATE I $ .0382 $ .0409

</TABLE>

A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 6 OF NOTES TO
FINANCIAL STATEMENTS).
C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D LIMITED IN ACCORDANCE WITH A STATE EXPENSE LIMITATION.
E NET INVESTMENT INCOME (LOSS) PER SHARE HAS BEEN CALCULATED BASED ON
AVERAGE SHARES OUTSTANDING DURING THE PERIOD.
F FOR THE PERIOD SEPTEMBER 3, 1996 (COMMENCEMENT OF SALE OF CLASS A
SHARES) TO DECEMBER 31, 1996.
G FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER (SEE NOTE 6 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 6 OF NOTES TO FINANCIAL STATEMENTS).
I A FUND IS REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE
FOR SECURITY TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY
VARY FROM PERIOD TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF
TRADES EXECUTED IN VARIOUS MARKETS WHERE TRADING PRACTICES AND
COMMISSION RATE STRUCTURES MAY DIFFER.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
ELEVEN MONTHS ENDED YEARS ENDED THREE MONTHS ENDED YEARS ENDED
NOVEMBER 30, DECEMBER 31, DECEMBER 31, SEPTEMBER 30,

1997 1996 1995 1994 1994 1993

</TABLE>

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

NET ASSET VALUE, BEGINNING OF PERIOD $ 22.69 $ 24.88 $ 18.70 $ 19.96 $ 22.52 $ 19.53

INCOME FROM INVESTMENT OPERATIONS

NET INVESTMENT INCOME (LOSS) (.07) E .17 E .39 .10 E .39 E .33

NET REALIZED AND UNREALIZED GAIN (LOSS) 6.03 .18 6.73 (.75) (.81) 4.44

TOTAL FROM INVESTMENT OPERATIONS 5.96 .35 7.12 (.65) (.42) 4.77

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME - (.19) (.39) (.35) (.43) (.57)

FROM NET REALIZED GAIN (.87) (2.35) (.55) (.26) (1.71) (1.21)

TOTAL DISTRIBUTIONS (.87) (2.54) (.94) (.61) (2.14) (1.78)

NET ASSET VALUE, END OF PERIOD $ 27.78 $ 22.69 $ 24.88 $ 18.70 $ 19.96 $ 22.52

TOTAL RETURN B, C 27.15% 1.53% 38.16% (3.26)% (2.24)% 26.33%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 529,043 $ 560,645 $ 619,993 $ 375,691 $ 385,349 $ 269,833

RATIO OF EXPENSES TO AVERAGE NET ASSETS 1.24% A 1.28% 1.61% 1.73% A, F 1.85% 1.57%
D

RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER 1.23% A, G 1.27% 1.61% 1.73% A 1.84% 1.57%
EXPENSE REDUCTIONS G G

RATIO OF NET INVESTMENT INCOME (LOSS) TO
AVERAGE NET ASSETS (.29)% A .70% 1.90% 2.03% A 1.89% 2.06%

PORTFOLIO TURNOVER 61% A 151% 142% 228% A 159% 183%

AVERAGE COMMISSION RATE H $ .0382 $ .0409

</TABLE>

A ANNUALIZED B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 6 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 INCLUDES REIMBURSEMENT OF $.03 PER SHARE FOR ADJUSTMENTS
TO PRIOR PERIOD'S FEES. E NET INVESTMENT INCOME (LOSS) 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. 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 6 OF NOTES TO FINANCIAL STATEMENTS).
H FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR
SECURITY TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY
FROM PERIOD TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES
EXECUTED IN VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION
RATE STRUCTURES MAY DIFFER.
FINANCIAL HIGHLIGHTS - CLASS B
ELEVEN MONTHS YEARS ENDED THREE MONTHS YEAR ENDED
ENDED DECEMBER 31, ENDED SEPTEMBER 30,
NOVEMBER 30, DECEMBER 31,

1997 1996 1995 1994 1994 E

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

NET ASSET VALUE, BEGINNING $ 22.36 $ 24.56 $ 18.57 $ 19.98 $ 19.65
OF PERIOD

INCOME FROM INVESTMENT
OPERATIONS

NET INVESTMENT INCOME (LOSS) (.18) D .04 D .38 .06 D .05 D

NET REALIZED AND 5.92 .18 6.54 (.74) .28
UNREALIZED GAIN (LOSS)

TOTAL FROM INVESTMENT 5.74 .22 6.92 (.68) .33
OPERATIONS

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME - (.07) (.38) (.47) -

FROM NET REALIZED GAIN (.87) (2.35) (.55) (.26) -

TOTAL DISTRIBUTIONS (.87) (2.42) (.93) (.73) -

NET ASSET VALUE, $ 27.23 $ 22.36 $ 24.56 $ 18.57 $ 19.98
END OF PERIOD

TOTAL RETURN B, C 26.55% 1.00% 37.35% (3.41)% 1.68%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD $ 109,646 $ 98,535 $ 87,566 $ 17,090 $ 8,824
(000 OMITTED)

RATIO OF EXPENSES TO 1.78% A 1.80% 2.11% 2.58% A 2.63% A,
AVERAGE NET ASSETS F

RATIO OF EXPENSES TO 1.77% A, 1.79% G 2.10% G 2.53% A, G 2.63% A
AVERAGE NET ASSETS AFTER G
EXPENSE REDUCTIONS

RATIO OF NET INVESTMENT (.84)% A .18% 1.40% 1.22% A 1.11% A
INCOME (LOSS) TO AVERAGE
NET ASSETS

PORTFOLIO TURNOVER 61% A 151% 142% 228% A 159%

AVERAGE COMMISSION RATE H $ .0382 $ .0409

</TABLE>

A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 6 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 JUNE 30, 1994 (COMMENCEMENT OF SALE OF CLASS B
SHARES) TO SEPTEMBER 30, 1994.
F FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
G FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES
(SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS).
H FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR
SECURITY TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY
FROM PERIOD TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES
EXECUTED IN VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION
RATE STRUCTURES MAY DIFFER.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
ELEVEN MONTHS ENDED YEARS ENDED THREE MONTHS ENDED YEARS ENDED
NOVEMBER 30, DECEMBER 31, DECEMBER 31, SEPTEMBER 30,

1997 1996 1995 1994 1994 1993

</TABLE>

SELECTED PER-SHARE DATA

NET ASSET VALUE, BEGINNING OF PERIOD $ 22.90 $ 25.10 $ 18.86 $ 20.23 $ 22.72 $ 19.72

INCOME FROM INVESTMENT OPERATIONS

NET INVESTMENT INCOME .04 E .28 E .50 .13 E .54 E .45

NET REALIZED AND UNREALIZED GAIN (LOSS) 6.12 .19 6.79 (.74) (.81) 4.46

TOTAL FROM INVESTMENT OPERATIONS 6.16 .47 7.29 (.61) (.27) 4.91

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME - (.32) (.50) (.50) (.51) (.70)

FROM NET REALIZED GAIN (.87) (2.35) (.55) (.26) (1.71) (1.21)

TOTAL DISTRIBUTIONS (.87) (2.67) (1.05) (.76) (2.22) (1.91)

NET ASSET VALUE, END OF PERIOD $ 28.19 $ 22.90 $ 25.10 $ 18.86 $ 20.23 $ 22.72

TOTAL RETURN B, C 27.79% 2.00% 38.75% (3.02)% (1.51)% 26.98%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 21,792 $ 20,406 $ 23,428 $ 17,583 $ 18,850 $ 20,707

RATIO OF EXPENSES TO AVERAGE NET ASSETS .77% A .82% 1.04% 1.14% A 1.15% .89% D

RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER .76% A, F .81% F 1.03% F 1.11% A, F 1.14% F .89%

EXPENSE REDUCTIONS

RATIO OF NET INVESTMENT INCOME TO AVERAGE NET ASSETS .18% A 1.16% 2.47% 2.65% A 2.60% 2.74%

PORTFOLIO TURNOVER 61% A 151% 142% 228% A 159% 183%

AVERAGE COMMISSION RATE G $ .0382 $ .0409

</TABLE>

A ANNUALIZED B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 6 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 INCLUDES REIMBURSEMENT OF $.03 PER SHARE FOR ADJUSTMENTS
TO PRIOR PERIOD'S FEES. E NET INVESTMENT INCOME PER SHARE HAS BEEN
CALCULATED BASED ON AVERAGE SHARES OUTSTANDING DURING THE PERIOD. F
FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES
(SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS). G FOR FISCAL YEARS
BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS REQUIRED TO
DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR SECURITY TRADES ON
WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD TO
PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES EXECUTED IN
VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION RATE STRUCTURES
MAY DIFFER.
FINANCIAL HIGHLIGHTS - INSTITUTIONAL CLASS
ELEVEN MONTHS YEARS ENDED
ENDED DECEMBER 31,
NOVEMBER 30,

1997 1996 1995 E

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

NET ASSET VALUE, BEGINNING OF PERIOD $ 22.57 $ 24.80 $ 22.35

INCOME FROM INVESTMENT OPERATIONS

NET INVESTMENT INCOME (LOSS) (.05) D .29 D .55

NET REALIZED AND UNREALIZED GAIN (LOSS) 5.98 .17 3.00

TOTAL FROM INVESTMENT OPERATIONS 5.93 .46 3.55

LESS DISTRIBUTIONS

FROM NET INVESTMENT INCOME - (.34) (.55)

FROM NET REALIZED GAIN (.87) (2.35) (.55)

TOTAL DISTRIBUTIONS (.87) (2.69) (1.10)

NET ASSET VALUE, END OF PERIOD $ 27.63 $ 22.57 $ 24.80

TOTAL RETURN B, C 27.16% 1.99% 15.96%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 5,564 $ 41,832 $ 20,429

RATIO OF EXPENSES TO AVERAGE NET ASSETS 1.06% A .78% .97% A

RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER 1.05% A, F .76% .96% A,
EXPENSE REDUCTIONS F F

RATIO OF NET INVESTMENT INCOME (LOSS) TO AVERAGE NET ASSETS (.21)% A 1.21% 2.55% A

PORTFOLIO TURNOVER 61% A 151% 142%

AVERAGE COMMISSION RATE G $ .0382 $ .0409

</TABLE>

A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN (SEE NOTE 6 OF NOTES TO
FINANCIAL STATEMENTS).
C TOTAL RETURNS 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 JULY 3, 1995 (COMMENCEMENT OF SALE OF INSTITUTIONAL
CLASS SHARES) TO DECEMBER 31, 1995.
F FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES
(SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS).
G FOR FISCAL YEARS BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS
REQUIRED TO DISCLOSE ITS AVERAGE COMMISSION RATE PER SHARE FOR
SECURITY TRADES ON WHICH COMMISSIONS ARE CHARGED. THIS AMOUNT MAY VARY
FROM PERIOD TO PERIOD AND FUND TO FUND DEPENDING ON THE MIX OF TRADES
EXECUTED IN VARIOUS MARKETS WHERE TRADING PRACTICES AND COMMISSION
RATE STRUCTURES MAY DIFFER.
NOTES TO FINANCIAL STATEMENTS
For the period ended November 30, 1997

1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Advisor Strategic Opportunities 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, Initial Class, and
Institutional Class shares, each of which has equal rights as to
assets and voting privileges. Each class has exclusive voting rights
with respect to its distribution plan. Investment income, realized and
unrealized capital gains and losses, the common expenses of the fund,
and certain fund-level expense reductions, if any, are allocated on a
pro rata basis to each class based on the relative net assets of each
class to the total net assets of the fund. Each class of shares
differs in its respective distribution, transfer agent, registration,
and certain other class-specific fees, expenses, and expense
reductions.
The financial statements have been prepared in conformity with
generally accepted accounting principles which permit management to
make certain estimates and assumptions at the date of the financial
statements. At a special meeting of the shareholders of the fund held
on June 18, 1997, shareholders approved an Agreement and Plan of
Reorganization, providing for the reorganization of the fund into
Fidelity Advisor Series I, effective on or about February 28, 1998.
Effective November 30, 1997, the Board of Trustees approved a change
in the fiscal year-end of the fund to November 30. Accordingly, the
financial statements of the fund are presented for the eleven-month
period ended November 30, 1997. The following summarizes the
significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are
readily available are valued at the last sale price, or if no sale
price, at the closing bid price. Securities (including restricted
securities) for which exchange quotations are not readily available
(and in certain cases debt securities which trade on an exchange) are
valued primarily using dealer-supplied valuations or at their fair
value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities with remaining maturities of sixty days or less
for which quotations are not readily available are valued at amortized
cost or original cost plus accrued interest, both of which approximate
current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Income
receipts and expense payments are translated into U.S. dollars at the
prevailing exchange rate on the respective dates of the transactions.
Purchases and sales of securities are translated into U.S. dollars at
the contractual currency exchange rates established at the time of
each trade.
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, and the
difference between the amount of net investment income accrued and the
U.S. dollar amount actually received. The effects of changes in
foreign currency exchange rates on investments in securities are
included with the net realized and unrealized gain or loss on
investment securities.
INCOME TAXES. As a qualified regulated investment company under
Subchapter M of the Internal Revenue Code, the fund is not subject to
income taxes to the extent that it distributes substantially all of
its taxable income for its fiscal year. The schedule of investments
includes information regarding income taxes under the caption "Income
Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend
date, except certain dividends from foreign securities where the
ex-dividend date may have passed, are recorded as soon as the fund is
informed of the ex-dividend date. Non-cash dividends included in
dividend income, if any, are recorded at the fair market value of the
securities received. Interest income is accrued as earned. Investment
income is recorded net of foreign taxes withheld where recovery of
such taxes is uncertain.
EXPENSES. Most expenses of the trust can be directly attributed to a
fund. Expenses which cannot be directly attributed are apportioned
between the funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date. Income dividends and capital gain distributions are
declared separately for each class.
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 non-taxable dividends, net operating losses 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.
Accumulated undistributed net realized gain (loss) on investments and
foreign currency transactions may include temporary book and tax basis
differences that 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. The cost of the foreign currency contracts is
included in the cost basis of the associated investment.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the fund, along with
other affiliated entities of 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.
INTERFUND LENDING PROGRAM. Pursuant to an Exemptive Order issued by
the SEC, the fund, along with other registered investment companies
having management contracts with FMR, may participate in an interfund
lending program. This program provides an alternative credit facility
allowing the fund to borrow from, or lend money to, other
participating funds.
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 $334,925,259 and $506,725,835, 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 .30%. 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 investment performance of the lowest performing
class as compared to the appropriate index over a specified period of
time. For the period, the management fee was equivalent to an
annualized rate of .40% of average net assets after the performance
adjustment. Effective July 1, 1997 the fund's performance adjustment
is based on the asset weighted average return of all classes as
compared to the appropriate index over a specific period of time.
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, except for the Initial Class
(collectively referred to as "the Plans"). Under certain of the Plans,
the class pays Fidelity Distributors Corporation (FDC), an affiliate
of FMR, a distribution and service fee. This fee is based on the
following annual rates of the average net assets of each applicable
class:
CLASS A .25%

CLASS T .50%

CLASS B 1.00% *

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

CLASS A $ 2,516 $ 2,516

CLASS T 2,266,860 2,266,860

CLASS B 911,985 227,996

$ 3,181,361 $ 2,497,372

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

CLASS A $ 28,462 $ 18,526

CLASS T 187,128 134,072

CLASS B 304,658 0
*

INITIAL CLASS 0 0

$ 520,248 $ 152,598

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

CLASS A $ 3,601 .36 ***
FIIOC *

CLASS T** FIIOC * 994,298 .22 ***

CLASS B FIIOC * 227,544 .25 ***

INITIAL CLASS FSC * 35,140 .19 ***

INSTITUTIONAL CLASS FIIOC * 12,727 .23 ***

$ 1,273,310

* FIDELITY INVESTMENTS INSTITUTIONAL OPERATIONS COMPANY, INC. (FIIOC)
AND FIDELITY SERVICE CO., INC. (FSC), AFFILIATES OF FMR.
** PRIOR TO JANUARY 1, 1997 STATE STREET BANK AND TRUST COMPANY WAS
THE TRANSFER AGENT FOR THE FUND'S CLASS T SHARES. STATE STREET,
HOWEVER, HAD DELEGATED
CERTAIN TRANSFER, DIVIDEND DISBURSING, AND SHAREHOLDER SERVICES TO
FIIOC FOR WHICH FIIOC RECEIVED ITS ALLOCABLE SHARE OF ALL SUCH FEES.
*** 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 $170,790 for the
period.
5. INTERFUND LENDING PROGRAM.
The fund participated in the interfund lending program as a borrower.
The maximum loan and the average daily loan balances during the period
for which loans were outstanding amounted to $36,999,000 and
$35,384,000, respectively. The weighted average interest rate was
5.42%.
6. EXPENSE REDUCTIONS.
FMR voluntarily agreed to reimburse operating expenses (excluding
interest, taxes, brokerage commissions and extraordinary expenses)
above the following annual rate of average net assets for the
following class:
FMR REIMBURSEMENT
EXPENSE
LIMITATIONS

CLASS A 1.75% $ 13,115

FMR also voluntarily agreed to reimburse certain transfer agent,
registration and other class specific expenses for Class A. For the
period, the reimbursement reduced these expenses by $9,245.
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 $47,917 under this arrangement.
In addition, the fund has entered into arrangements with its custodian
and each class' transfer agent 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 $8,704
under the custodian arrangement , and each applicable class' expenses
were reduced as follows under the transfer agent arrangements:
TRANSFER
AGENT
INTEREST CREDITS

INITIAL CLASS $ 352

7. BENEFICIAL INTEREST.
At the end of the period, one shareholder was record owner of
approximately 10% of the total outstanding shares of the fund.
8. DISTRIBUTIONS TO SHAREHOLDERS.
Distributions to shareholders of each class were as follows:
ELEVEN MONTHS YEAR ENDED
ENDED DECEMBER 31,
NOVEMBER 30,

1997 1996 A

CLASS A

FROM NET INVESTMENT INCOME $ - $ 9,050

FROM NET REALIZED GAIN 23,625 47,453

TOTAL $ 23,625 $ 56,503

CLASS T

FROM NET INVESTMENT INCOME $ - $ 4,356,302

FROM NET REALIZED GAIN 18,646,131 54,934,732

TOTAL $ 18,646,131 $ 59,291,034

CLASS B

FROM NET INVESTMENT INCOME $ - $ 291,486

FROM NET REALIZED GAIN 3,715,981 9,460,141

TOTAL $ 3,715,981 $ 9,751,627

INITIAL CLASS

FROM NET INVESTMENT INCOME $ - $ 263,298

FROM NET REALIZED GAIN 742,870 1,978,165

TOTAL $ 742,870 $ 2,241,463

INSTITUTIONAL CLASS

FROM NET INVESTMENT INCOME $ - $ 581,296

FROM NET REALIZED GAIN 178,091 3,692,877

TOTAL $ 178,091 $ 4,274,173

$ 23,306,698 $ 75,614,800

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

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

ELEVEN MONTHS YEAR ENDED ELEVEN MONTHS YEAR ENDED
ENDED DECEMBER 31, ENDED DECEMBER 31,
NOVEMBER 30, NOVEMBER 30,

1997 1996 A 1997 1996 A

CLASS A 76,361 26,335 $ 2,031,528 $ 633,035
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS 1,056 2,536 23,641 56,498

SHARES REDEEMED (21,820) (531) (573,832) (12,990)

NET INCREASE (DECREASE) 55,597 28,340 $ 1,481,337 $ 676,543

CLASS T 4,958,455 7,239,477 $ 130,988,939 $ 173,637,131
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS 703,010 2,215,089 15,866,760 50,421,264

SHARES REDEEMED (11,331,592) (9,664,112) (272,275,129) (231,598,779)

NET INCREASE (DECREASE) (5,670,127) (209,546) $ (125,419,430) $ (7,540,384)

CLASS B 688,069 1,826,263 $ 17,176,282 $ 43,251,259
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS 155,073 422,830 3,443,078 9,473,517

SHARES REDEEMED (1,224,149) (1,407,472) (28,636,853) (33,157,193)

NET INCREASE (DECREASE) (381,007) 841,621 $ (8,017,493) $ 19,567,583

INITIAL CLASS 11,023 7,958 $ 294,010 $ 193,575
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS 29,056 86,899 663,041 1,996,834

SHARES REDEEMED (157,998) (137,073) (3,820,330) (3,325,386)

NET INCREASE (DECREASE) (117,919) (42,216) $ (2,863,279) $ (1,134,977)

INSTITUTIONAL CLASS 875,537 1,132,115 $ 23,872,028 $ 27,291,041
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS 6,165 182,073 138,401 4,097,341

SHARES REDEEMED (2,533,710) (284,588) (61,384,219) (6,785,910)

NET INCREASE (DECREASE) (1,652,008) 1,029,600 $ (37,373,790) $ 24,602,472

</TABLE>

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

CLASS A $ 25,843

CLASS T 19,228

CLASS B 14,180

INITIAL CLASS 12,035

INSTITUTIONAL CLASS 17,566

$ 88,852

11. TRANSACTIONS WITH AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of
at least 5% of the voting securities. Transactions during the period
with companies which are or were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME
AFC Cable Systems, Inc. $ - $ 867,000 $ - $ 20,975,344
Alliance Pharmaceutical Corp. 4,106,254 - - 19,340,125
Big Dog Holdings, Inc. 96,875 - - 6,499,763
Deckers Outdoor Corp. 10,150 - - 4,961,731
Freds, Inc. Class A - 406,250 88,545 13,237,350
Harveys Casino Resorts 1,508,745 92,880 156,845 16,436,450
Herley Industries, Inc. - 380,625 - 2,895,241
I-Stat Corp. 1,246,197 377,754 - -
Just Toys, Inc. - - - 269,769
Maxwell Shoe Co., Inc. Class A - - - 10,338,650
MicroProse, Inc. 1,084,327 - - 9,806,375
Midway Games, Inc. 166,070 - - -
Morton's Restaurant Group, Inc. - 152,500 - 9,108,000
Movado Group, Inc. - - - -
People's Choice TV Corp. - - - 1,529,269
Performance Technologies, Inc. 1,859,000 - - 7,318,500
Reno Air, Inc. - - - 5,491,950
Silicon Gaming, Inc. 3,099,601 - - 10,465,000
Whole Foods Market, Inc. 538,125 695,000 - 69,055,638
TOTALS $ 13,715,344 $ 2,972,009 $ 245,390 $207,729,155
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Advisor Series VIII and the Shareholders
of Fidelity Advisor Strategic Opportunities Fund:
We have audited the accompanying statement of assets and liabilities
of Fidelity Advisor Series VIII: Fidelity Advisor Strategic
Opportunities Fund, including the schedule of portfolio investments,
as of November 30, 1997, and the related statement of operations for
the eleven month period then ended, the statement of changes in net
assets for the eleven month period then ended and the year ended
December 31, 1996 and the financial highlights of Class A, Class T,
Class B, Initial Class, and Institutional Class for each of the
periods indicated therein. These financial statements and financial
highlights are the responsibility of the fund's management. Our
responsibility is to express an opinion on these financial statements
and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of November 30, 1997 by
correspondence with the custodian and brokers. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Fidelity Advisor Series VIII: Fidelity Advisor
Strategic Opportunities Fund as of November 30, 1997, the results of
its operations for the eleven month period then ended, the changes in
its net assets for the eleven month period then ended and the year
ended December 31, 1996, and the financial highlights of Class A,
Class T, Class B, Initial Class, and Institutional Class for each of
the periods indicated therein, in conformity with generally accepted
accounting principles.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
January 15, 1998
DISTRIBUTIONS

The Board of Trustees of Fidelity Advisor Strategic Opportunities 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:
PAY DATE RECORD DATE CAPITAL GAINS
Class A 12/22/97 12/19/97 $2.24
1/5/98 1/2/98 $.15
Class T 12/22/97 12/19/97 $2.17
1/5/98 1/2/98 $.15
Class B 12/22/97 12/19/97 $2.05
1/5/98 1/2/98 $.15
A total of 31%, 24%, and 28% of the dividends distributed by Class A,
Class T, and Class B, respectively, during the fiscal year qualifies
for the dividends-received deduction for corporate shareholders.
The fund will notify shareholders in January 1998 of the applicable
percentage for use in preparing 1997 income tax returns.

INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc., London, England
Fidelity Management & Research
(Far East) Inc., Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Abigail Johnson, Vice President
Harris Leviton, 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 TechnoQuant
Growth Fund
SM
Fidelity Advisor Mid Cap Fund
Fidelity Advisor Equity Growth Fund
Fidelity Advisor Growth
Opportunities Fund
Fidelity Advisor Strategic
Opportunities Fund
Fidelity Advisor Large Cap Fund
GROWTH AND INCOME FUNDS
Fidelity Advisor Growth & Income Fund
Fidelity Advisor Equity Income Fund
Fidelity Advisor Balanced Fund
TAXABLE INCOME FUNDS
Fidelity Advisor Emerging Markets Income Fund
Fidelity Advisor High Yield Fund
Fidelity Advisor Strategic Income Fund
Fidelity Advisor Mortgage
Securities Fund
Fidelity Advisor Government Investment Fund
Fidelity Advisor Intermediate Bond Fund
Fidelity Advisor Short Fixed-Income Fund
MUNICIPAL FUNDS
Fidelity Advisor Municipal Income Fund
Fidelity Advisor Intermediate Municipal Income Fund
Fidelity Advisor Short-Intermediate Municipal Income Fund
MONEY MARKET FUNDS
Prime Fund
Treasury Fund
Tax-Exempt Fund

(REGISTERED TRADEMARK)

(2_FIDELITY_LOGOS)FIDELITY ADVISOR

STRATEGIC OPPORTUNITIES
FUND - INITIAL CLASS
ANNUAL REPORT
NOVEMBER 30, 1997
CONTENTS

PRESIDENT'S MESSAGE 3 NED JOHNSON ON STOCK MARKET STRATEGIES.

PERFORMANCE 4 HOW THE FUND HAS DONE OVER TIME.

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

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

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

FINANCIAL STATEMENTS 19 STATEMENTS OF ASSETS AND LIABILITIES,
OPERATIONS, AND CHANGES IN NET ASSETS,
AS WELL AS FINANCIAL HIGHLIGHTS.

NOTES 28 NOTES TO THE FINANCIAL STATEMENTS.

REPORT OF INDEPENDENT 38 THE AUDITORS' OPINION.
ACCOUNTANTS

DISTRIBUTIONS 39

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
PERIODS ENDED NOVEMBER 30, 1997 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

ADVISOR STRATEGIC OPPORTUNITIES - INITIAL CLASS 27.65% 108.67% 348.76%

ADVISOR STRATEGIC OPPORTUNITIES - INITIAL CLASS 23.18% 101.37% 333.05%
(INCL. MAX. 3.50% SALES CHARGE)

S&P 500 (REGISTERED TRADEMARK) 28.51% 150.41% 456.23%

CAPITAL APPRECIATION FUNDS AVERAGE 18.03% 108.72% 343.91%

</TABLE>

CUMULATIVE TOTAL RETURNS show Initial Class' performance in percentage
terms over a set period - in this case, one year, five years or 10
years. For example, if you had invested $1,000 in a fund that had a 5%
return over the past year, the value of your investment would be
$1,050. You can compare Initial Class' returns to those of the
Standard & Poor's 500 Index - a widely recognized, unmanaged index of
common stocks. To measure how Initial Class' performance stacked up
against its peers, you can compare it to the capital appreciation
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 213 mutual funds.
These benchmarks reflect reinvestment of dividends and capital gains,
if any, and exclude the effect of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED NOVEMBER 30, 1997 PAST 1 PAST 5 PAST 10
YEAR YEARS YEARS

ADVISOR STRATEGIC OPPORTUNITIES - INITIAL CLASS 27.65% 15.85% 16.20%

ADVISOR STRATEGIC OPPORTUNITIES - INITIAL CLASS 23.18% 15.03% 15.79%
(INCL. MAX. 3.50% SALES CHARGE)

S&P 500 28.51% 20.15% 18.69%

CAPITAL APPRECIATION FUNDS AVERAGE 18.03% 15.34% 15.15%

AVERAGE ANNUAL TOTAL RETURNS take the Initial Class' cumulative return
and show you what would have happened if Initial Class had performed
at a constant rate each year. (Note: Lipper calculates average annual
total returns by annualizing each fund's total return, then taking an
arithmetic average. This may produce a slightly different figure than
that obtained by averaging the cumulative total returns and
annualizing the result.)
$10,000 OVER 10 YEARS
IMAHDR PRASUN SHR__CHT 19971130 19971217 131702 S00000000000001
FA Strategic Opp -Initial S&P 500
00014 SP001
1987/11/30 9650.00 10000.00
1987/12/31 9871.72 10761.00
1988/01/31 10654.83 11214.04
1988/02/29 11008.74 11736.61
1988/03/31 10812.96 11373.95
1988/04/30 10880.73 11500.20
1988/05/31 11068.98 11600.25
1988/06/30 11829.50 12132.71
1988/07/31 11761.73 12086.60
1988/08/31 11407.82 11675.66
1988/09/30 11784.32 12173.04
1988/10/31 11995.15 12511.45
1988/11/30 12062.92 12332.54
1988/12/31 12113.31 12548.36
1989/01/31 12840.58 13466.90
1989/02/28 12785.84 13131.57
1989/03/31 13051.72 13437.54
1989/04/30 13544.39 14134.94
1989/05/31 14162.17 14707.41
1989/06/30 14279.48 14623.58
1989/07/31 15256.99 15944.09
1989/08/31 15444.67 16256.59
1989/09/30 15460.31 16189.94
1989/10/31 15210.07 15814.33
1989/11/30 15632.35 16136.94
1989/12/31 16108.34 16524.23
1990/01/31 15063.08 15415.45
1990/02/28 15152.21 15614.31
1990/03/31 15168.42 16028.09
1990/04/30 14552.61 15627.39
1990/05/31 15030.67 17151.06
1990/06/30 15176.52 17034.43
1990/07/31 15233.24 16979.92
1990/08/31 14179.88 15444.94
1990/09/30 14074.54 14692.77
1990/10/31 14074.54 14629.59
1990/11/30 14698.46 15574.66
1990/12/31 15046.10 16009.20
1991/01/31 15547.07 16707.20
1991/02/28 16472.59 17901.76
1991/03/31 16999.03 18334.98
1991/04/30 17236.78 18378.99
1991/05/31 17856.63 19172.96
1991/06/30 17304.71 18294.84
1991/07/31 17831.16 19147.38
1991/08/31 18221.74 19601.17
1991/09/30 18298.16 19273.83
1991/10/31 17941.54 19532.10
1991/11/30 17516.99 18744.96
1991/12/31 18610.61 20889.38
1992/01/31 18650.65 20500.84
1992/02/29 19021.06 20767.35
1992/03/31 18550.54 20362.38
1992/04/30 18910.94 20961.04
1992/05/31 19531.63 21063.75
1992/06/30 19541.64 20749.90
1992/07/31 20142.30 21598.57
1992/08/31 19811.94 21155.80
1992/09/30 19741.86 21405.44
1992/10/31 19902.04 21480.36
1992/11/30 20752.98 22212.84
1992/12/31 21118.32 22486.05
1993/01/31 21515.53 22674.94
1993/02/28 22133.42 22983.32
1993/03/31 22839.57 23468.26
1993/04/30 22398.22 22900.33
1993/05/31 22938.87 23514.06
1993/06/30 23148.51 23582.25
1993/07/31 23656.05 23487.92
1993/08/31 25145.59 24378.11
1993/09/30 25068.36 24190.40
1993/10/31 25873.81 24691.14
1993/11/30 24792.52 24456.58
1993/12/31 25568.38 24752.50
1994/01/31 25812.47 25594.09
1994/02/28 24921.54 24900.49
1994/03/31 23981.80 23814.83
1994/04/30 24177.07 24119.66
1994/05/31 24250.30 24515.22
1994/06/30 24250.30 23914.60
1994/07/31 24860.52 24699.00
1994/08/31 25019.18 25711.65
1994/09/30 24689.66 25081.72
1994/10/31 24445.57 25646.06
1994/11/30 23701.10 24712.03
1994/12/31 23944.20 25078.51
1995/01/31 24985.25 25728.79
1995/02/28 25645.43 26731.44
1995/03/31 25886.65 27520.29
1995/04/30 26457.96 28330.76
1995/05/31 27168.93 29463.14
1995/06/30 28603.55 30147.57
1995/07/31 29593.82 31147.26
1995/08/31 30444.43 31225.44
1995/09/30 31510.87 32543.16
1995/10/31 31396.61 32426.98
1995/11/30 32259.92 33850.52
1995/12/31 33221.55 34502.48
1996/01/31 33261.25 35676.95
1996/02/29 32605.85 36007.67
1996/03/31 31529.31 36354.43
1996/04/30 32363.63 36890.29
1996/05/31 33332.52 37841.69
1996/06/30 33305.61 37985.87
1996/07/31 31031.40 36307.65
1996/08/31 32215.60 37073.38
1996/09/30 33332.52 39159.87
1996/10/31 32753.88 40239.90
1996/11/30 33924.62 43281.64
1996/12/31 33886.84 42424.23
1997/01/31 35189.04 45074.89
1997/02/28 34733.26 45428.28
1997/03/31 32521.14 43561.63
1997/04/30 32705.49 46162.26
1997/05/31 36976.09 48972.62
1997/06/30 38374.03 51166.59
1997/07/31 40140.65 55237.92
1997/08/31 40801.21 52143.49
1997/09/30 45363.69 54999.39
1997/10/31 43289.84 53162.41
1997/11/28 43305.20 55623.30
IMATRL PRASUN SHR__CHT 19971130 19971217 131704 R00000000000123
$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Advisor Strategic Opportunities Fund - Initial
Class on November 30, 1987, and the current maximum 3.50% sales charge
was paid. As the chart shows, by November 30, 1997, the value of the
investment would have grown to $43,305 - a 333.05% increase on the
initial investment. For comparison, look at how the S&P 500 did over
the same period. With dividends and capital gains, if any, reinvested,
the same $10,000 investment would have grown to $55,623 - a 456.23%
increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is
no guarantee of how it will do
tomorrow. The stock market,
for example, has a history of
long-term growth and
short-term volatility. In turn, the
share price and return of a
fund that invests in stocks will
vary. That means if you sell
your shares during a market
downturn, you might lose
money. But if you can ride out
the market's ups and downs,
you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP
The 12 months that ended
November 30, 1997, was a period
that truly tested the U.S. stock
market's resolve. But despite
frequent shifts in sentiment, an
interest-rate hike and global
volatility concerns, U.S. stocks still
managed to perform well. The
Standard & Poor's 500 Index - a
broad gauge of the U.S. stock
market - returned 28.51% during
the period, well above the market's
long-term annual average of
around 11%. In the first half of the
period, large-cap stocks were
responsible for much of the
market's gain, as investors were
drawn to stocks with recognizable
names and consistent
earnings-growth track records.
Consequently, stock prices soared
and enthusiasm was high. The
Federal Reserve Board - in an
attempt to halt inflation before it
appeared - raised a key
short-term interest rate by 0.25% in
March. The market paused briefly,
but then kept rolling as the Dow
Jones Industrial Average reached
the 8,000-point mark for the first
time ever in August. With several
multinational companies
announcing earnings shortfalls in
mid-August, small-cap stocks came
into favor among investors.
During August and September, the
Russell 2000 Index - which
measures small-cap stock
performance - was up 9.78%
while the S&P was down 0.43%.
Volatility in Asian markets in late
October sent skittish investors
running for cover. The Dow slid
554 points in one day, then
snapped back the next, reclaiming
330-plus points. Sensing continued
fallout from this volatility, investors
again became quality-conscious
and large-caps regained their
perch through November.
An interview with Harris Leviton, Portfolio Manager of Advisor
Strategic Opportunities Fund
Q. HOW DID THE FUND PERFORM, HARRIS?
A. For the 12 months that ended November 30, 1997, the fund's Initial
Class shares had a total return of 27.65%. During the same period, the
capital appreciation funds average tracked by Lipper Analytical
Services posted a return of 18.03%, while the Standard & Poor's 500
Index returned 28.51%.
Q. WHAT FACTORS HELPED THE FUND OUTPERFORM ITS PEER GROUP?
A. I'd attribute the fund's strong performance to big investments in
specific stocks that did well. More than 40% of the fund's holdings
were invested in its 10 largest positions at the end of the period,
and nine of the top 10 stocks appreciated considerably over the past
12 months. In addition, the environment for small- and
mid-capitalization stocks improved dramatically from April through the
end of October. Since the majority of the fund's holdings are small-
and mid-cap stocks, the favorable environment helped performance.
Q. WHICH INDIVIDUAL HOLDINGS CONTRIBUTED TO THE FUND'S STRONG RETURN?
A. The fund's top two holdings - Whole Foods Market and American
Bankers Insurance - were again the fund's strongest contributors.
Whole Foods Market, a diversified chain of natural foods supermarkets,
benefited as natural foods continued to gain market acceptance.
American Bankers Insurance, a specialty property-casualty insurance
company, continued to grow earnings by exiting some less profitable
lines of business and focusing on its credit-based accident, health
and life insurance operations. Another top 10 holding, Sepracor, was a
solid performer. I thought the company, which makes improved versions
of existing drugs, was trading at a relatively cheap valuation given
what it had in its product pipeline. All three of these companies are
good examples of "special situation" stocks.
Q. WERE THERE OTHER HOLDINGS THAT PERFORMED PARTICULARLY WELL DURING
THE PERIOD?
A. AFC Cable, Cable Design Technology, General Cable and Essex
International - all makers of wire and cable - benefited from the
relief of a glut of office space across the country. Companies are
filling much of the office space that was built and then left vacant
after the savings and loan crisis in the late 1980s. When companies
move into or renovate older buildings, they usually need new wire and
cable. In addition, consolidation through mergers and acquisitions has
caused the number of players in the industry to shrink. Therefore,
demand took off at a time when supply was shrinking, which improved
pricing for many of these companies.
Q. WERE THERE ANY DISAPPOINTMENTS DURING THE PERIOD?
A. Alliance Pharmaceutical, a biotech company that has several drugs
in late-stage clinical trials, was the only stock in the top 10 that
didn't appreciate during the period. Unfortunately, the stock didn't
take off as soon as I would have hoped, but I continued to believe
that the company had strong growth potential at the end of the period.
In addition, the casino-gaming sector was disappointing because
business in Las Vegas has slowed down over the past year. A lot of
companies are adding capacity and, in the past when you added
capacity, business improved because there were more attractions. That
hasn't happened this time around. Instead, there just has been too
much capacity in Las Vegas and the stocks underperformed. I scaled
back the fund's exposure to Las Vegas casino stocks during the period.
Q. WHAT'S YOUR OUTLOOK?
A. Fear, panic and euphoria drove the stock market over the past six
months, but what's interesting is that the market hasn't moved much
since July. I think the economic difficulties in Southeast Asia will
continue to cause some panic selling, and the appreciation of the
dollar versus those currencies in that region may hurt U.S.
export-oriented companies. I expect slower earnings growth for most
U.S. companies. In addition, excessive stock valuations have been
created as the stock market, on average, has risen more than 20% a
year over the past several years. This means that many stocks became
overvalued during the bull run and some of these valuations need to be
corrected. Most of all, I think we'll see a "sorting out" period, when
the stock market will move up and down as investors try to make sense
of everything that's happened in the past six 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.