FIDELITY INCOME FUND /MA/
497, 1999-06-07
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SUPPLEMENT TO THE
FIDELITY GOVERNMENT BOND FUNDS:
FIDELITY GINNIE MAE FUND,
FIDELITY GOVERNMENT INCOME FUND AND
FIDELITY INTERMEDIATE GOVERNMENT INCOME FUND
SEPTEMBER 21, 1998
STATEMENT OF ADDITIONAL INFORMATION

   THE FOLLOWING INFORMATION REPLACES THE SIMILAR INFORMATION FOUND IN
GINNIE MAE'S "INVESTMENT POLICIES AND LIMITATIONS" SECTION BEGINNING
ON PAGE 2.

   (iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)).

   (v) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 15% of
the fund's net assets) to a registered investment company or portfolio
for which FMR or an affiliate serves as investment adviser or (b)
acquiring loans, loan participations, or other forms of direct debt
instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)

   THE FOLLOWING INFORMATION REPLACES THE SIMILAR INFORMATION FOUND IN
GOVERNMENT INCOME'S "INVESTMENT POLICIES AND LIMITATIONS" SECTION
BEGINNING ON PAGE 3.

   (iv) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (2)).

   (vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 15% of
the fund's net assets) to a registered investment company or portfolio
for which FMR or an affiliate serves as investment adviser, or (b)
acquiring loans, loan participations, or other forms of direct debt
instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)

   THE FOLLOWING INFORMATION REPLACES THE SIMILAR INFORMATION FOUND IN
INTERMEDIATE GOVERNMENT INCOME'S "INVESTMENT POLICIES AND LIMITATIONS"
SECTION BEGINNING ON PAGE 4.

   (iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)).

   (v) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 15% of
the fund's net assets) to a registered investment company or portfolio
for which FMR or an affiliate serves as investment adviser, or (b)
acquiring loans, loan participations, or other forms of direct debt
instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)

   THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND IN
GINNIE MAE'S "INVESTMENT POLICIES AND LIMITATIONS" SECTION BEGINNING
ON PAGE 2.

   For purposes of normally investing at least 65% of the fund's total
assets in Ginnie Maes, FMR interprets "total assets" to exclude
collateral received for securities lending transactions.

   THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND IN
GOVERNMENT INCOME'S "INVESTMENT POLICIES AND LIMITATIONS" SECTION
BEGINNING ON PAGE 3.

   For purposes of normally investing at least 65% of the fund's total
assets in U.S. Government securities and repurchase agreements for
U.S. Government securities, FMR interprets "total assets" to exclude
collateral received for securities lending transactions.

   THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND IN
INTERMEDIATE GOVERNMENT INCOME'S "INVESTMENT POLICIES AND LIMITATIONS"
SECTION BEGINNING ON PAGE 4.

   For purposes of normally investing at least 65% of the fund's total
assets in U.S. Government securities and repurchase agreements for
U.S. Government securities, FMR interprets "total assets" to exclude
collateral received for securities lending transactions.

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"TRUSTEES AND OFFICERS" SECTION ON PAGE 19.

STANLEY N. GRIFFITH (51), Assistant Vice President (1998), is
Assistant Vice President of Fidelity's Fixed-Income Funds (1998) and
an employee of FMR Corp.

THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND IN THE
"TRUSTEES AND OFFICERS" SECTION ON PAGE 19.

THOMAS J. SIMPSON (40), Assistant Treasurer (1996), is Assistant
Treasurer of Fidelity's Fixed-Income Funds (1998) and an employee of
FMR (1996). Prior to joining Fidelity, Mr. Simpson was Vice President
and Fund Controller of Liberty Investment Services (1987-1995).




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