FIDELITY INCOME FUND /MA/
497, 1997-11-14
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SUPPLEMENT TO THE
FIDELITY GINNIE MAE FUND SEPTEMBER 22, 1997 PROSPECTUS
   The following information replaces similar information found in the
"Dividends, Capital Gains, and Taxes" section on page 25.    
   For federal tax purposes, the fund's income and short-term capital
gains are distributed as dividends and taxed as ordinary income;
capital gain distributions are taxed as long-term capital gains. Every
January, Fidelity will send you and the IRS a statement showing the
tax characterization of distributions paid to you in the previous
year.    
SUPPLEMENT TO THE FIDELITY GINNIE MAE FUND
SEPTEMBER 22, 1997
STATEMENT OF ADDITIONAL INFORMATION
   The following information replaces similar information found in the
"Distributions and Taxes" section on page 13.    
       CAPITAL GAIN DISTRIBUTIONS.    Long-term capital gains earned
by the fund on the sale of securities and distributed to shareholders
are federally taxable as long-term capital gains, regardless of the
length of time shareholders have held their shares. If a shareholder
receives a capital gain distribution on shares of the fund, and such
shares are held six months or less and are sold at a loss, the portion
of the loss equal to the amount of the capital gain distribution will
be considered a long-term loss for tax purposes. Short-term capital
gains distributed by the fund are taxable to shareholders as
dividends, not as capital gains.    
   The following information replaces similar information, within the
"Trustees and Officers" section on page 17.    
   Under a retirement program adopted in July 1988 and modified in
November 1995 and November 1996, each non-interested Trustee who
retired     before December 30, 1996 may receive payments from a
Fidelity fund during his or her lifetime based on his or her basic
trustee fees and length of service. The obligation of a fund to make
such payments is neither secured nor funded. A    Trustee became
elig    ible to participate in the program at the end of the calendar
year in which he or she reached age 72, provided that, at the time of
retirement, he or she had served as a Fidelity fund Trustee for at
least five years.
   Under a deferred compensation plan adopted in September 1995 and
amended in November 1996 (the Plan), non-interested Trustees must
defer receipt of a portion of, and may elect to defer receipt of an
additional portion of, their annual fees. Amounts deferred under the
Plan are treated as though equivalent dollar amounts had been invested
in shares of a cross-section of Fidelity funds including funds in each
major investment discipline and representing a majority of Fidelity's
assets under management (the Reference Funds). The amounts ultimately
received by the Trustees under the Plan will be directly linked to the
investment performance of the Reference Funds. Deferral of fees in
accordance with the Plan will have a negligible effect on a fund's
assets, liabilities, and net income per share, and will not obligate a
fund to retain the services of any Trustee or to pay any particular
level of compensatio    n to the Trustee. A fund may invest in the
Reference Funds under the Plan without approval.
   As of December 30, 1996, the non-interested Trustees terminated the
retirement program for Trustees who retire after such date. In
connection with the termination of the retirement program, each
then-existing non-interested Trustee received a credit to his or her
Plan account equal to the present value of the estimated benefits that
would have been payable under the retirement program. The amounts
credited to the non-interested Trustees' Plan accounts are subject to
vesting and are treated as though equivalent dollar amounts had been
invested in shares of the Reference Funds. The amounts ultimately
received by the Trustees in connection with the credits to their Plan
accounts will be directly linked to the investment performance of the
Reference Funds. The termination of the retirement program and related
crediting of estimated benefits to the Trustees' Plan accounts did not
result in a mater    ial cost to the funds.
SUPPLEMENT TO THE
SPARTAN(registered trademark) LIMITED MATURITY GOVERNMENT FUND
SEPTEMBER 22, 1997 PROSPECTUS 
   The following information replaces similar information found in the
"Dividends, Capital Gains, and Taxes" section beginning on page
24:    
   For federal tax purposes, the fund's income and and short-term
capital gains are distributed as dividends and taxed as ordinary
income; capital gain distributions are taxed as long-term capital
gains. Every January, Fidelity will send you and the IRS a statement
showing the tax characterization of distributions paid to you in the
previous year.    
 
SUPPLEMENT TO THE SPARTAN(registered trademark) LIMITED
MATURITY GOVERNMENT FUND 
SEPTEMBER 22, 1997
STATEMENT OF ADDITIONAL INFORMATION
   THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"DISTRIBUTIONS AND TAXES" SECTION BEGINNING ON PAGE 12:    
       CAPITAL GAIN DISTRIBUTIONS.    Long-term capital gains earned
by the fund on the sale of securities and distributed to shareholders
are federally taxable as long-term capital gains, regardless of the
length of time shareholders have held their shares. If a shareholder
receives a capital gain distribution on shares of the fund, and such
shares are held six months or less and are sold at a loss, the portion
of the loss equal to the amount of the capital gain distribution will
be considered a long-term loss for tax purposes. Short-term capital
gains distributed by the fund are taxable to shareholders as
dividends, not as capital gains.    
   THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND IN
"MANAGEMENT CONTRACT" UNDER THE "MANAGEMENT FEE" SECTION ON PAGE
17:    
   Effective March 1, 1997, FMR voluntarily agreed, subject to
revision or termination, to reimburse the fund if and to the extent
that its aggregate operating expenses, including management fees, were
in excess of an annual rate of 0.38% of its average net assets. For
fiscal years ended July 31, 1997, 1996, and 1995, management fees
incurred under the fund's contract prior to reimbursement amounted to
$4,549,000, $5,191,000, and $5,657,000, respectively, and management
fees reimbursed by FMR amounted to $775,000, $0, and $0, respectively
after reduction for compensation to the non-interested Trustees.    
 



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