September 30, 1998

______________________________________________________________________

Requested Action: Approval (i) to propose to shareholders of Fidelity and Spartan Short-Intermediate Government Funds that the Funds be merged into Fidelity Intermediate Government Income Fund, (ii) of an Agreement and Plan of Reorganization ("Merger Plan") and the issuance of shares of Fidelity Intermediate Government Income Fund to shareholders of Fidelity Short-Intermediate Government Fund and Spartan Short-Intermediate Government Fund, and (iii) of record and meeting dates for the shareholder meeting.

Background:

(bullet) At your June 1998 meeting, you approved changes designed to consolidate and streamline the Fidelity and Spartan taxable bond product lines. To continue the restructuring of the product lines, FMR is beginning the process of merging taxable bond funds. As discussed at the June meeting, non-surviving funds of future mergers were closed to new shareholders as of the close of business June 26, 1998.

- Fidelity Intermediate Government Income is intended to be Fidelity's retail offering in the intermediate government category. At your June meeting, you approved changing the name of the Fund from Spartan Limited Maturity Government Fund, eliminating its transaction fees and reducing its investment minimums. These changes were implemented on June 27, 1998.

- The Short-Intermediate Government Funds have been unsuccessful attracting and retaining assets; the Fidelity Fund's assets peaked at $183.3 million in April 1993 and the Spartan Fund's assets peaked at $103.3 million in June 1995. The two funds had assets of $129 million and $76 million, respectively, as of August 31, 1998. Fidelity Intermediate Government is considerably larger with assets of $738 million as of August 31, 1998.

(bullet) Each Fund seeks to provide as high a level of current income as is consistent with preservation of capital by investing in U.S. Government securities and instruments related to U.S. Government securities under normal conditions. The Funds have the same manager.

- The asset levels, fund features and maturity policies of the Funds are summarized in Attachment I. The Funds differ primarily in their expense structures, investment minimums and average maturity. Attachment II compares their performance.

(bullrt) Fidelity Short-Intermediate Government pays management fees under the group fee rate structure with total expenses of 78 bp as of August 31, 1998. Spartan Short-Intermediate Government and Fidelity Intermediate Government Income have all-inclusive management fee rates of 65 bp. Fidelity Intermediate's expenses are capped at 38 bp through December 31, 1998.

(bullet) Fidelity and Spartan Short-Intermediate Government Funds normally maintain an average maturity of between 2 and 5 years. Fidelity Intermediate Government Income normally maintains an average

maturity of between 3 and 10 years.

Discussion:

(bullet) FMR recommends that Fidelity and Spartan Short-Intermediate Government Funds be merged into Fidelity Intermediate Government Income. Merging the Funds would simplify the retail taxable bond product lines by offering one intermediate government taxable bond fund, with the Fidelity name and features.

- You have previously reviewed this merger as part of FMR's overall product line plans. This memorandum presents the details of the merger proposal and requests your vote on matters requiring Board approval.

(bullrt) If either merger is approved by shareholders, FMR will voluntarily cap the surviving Fund's expenses at 63 bp through June 30, 2001. This will represent a 15 bp lower expense ratio for Fidelity Short-Intermediate Government and a 2 bp lower expense ratio for Spartan Short-Intermediate Government and Fidelity Intermediate Government Income shareholders.

- Fidelity Intermediate Government Income's 38 bp total expense cap will not be renewed following its expiration on December 31, 1998.

(bullet) The surviving Fund will have Fidelity Intermediate Government Income's investment policies, investment minimums and expense structure.

- FMR anticipates proposing that shareholders adopt a group fee rate structure at the surviving Fund's next shareholder meeting.

(bullet) In order to approve the mergers, the Board must find that they are in the best interests of shareholders of each Fund, and will not result in any dilution of the shareholders' interests of any Fund.

(bullrt) FMR believes the mergers would be in the best interests of shareholders of each Fund. The proposed mergers would provide Fidelity and Spartan Short-Intermediate Government shareholders with a fund that has similar investment policies and higher historical returns (resulting in part from its longer average maturity and duration). In addition, the mergers would provide a two year 2 bp reduction in expenses for Spartan Short-Intermediate Government and Fidelity Intermediate Government Income shareholders, and a 15 bp reduction in expenses for Fidelity Short-Intermediate Government shareholders.

(bullet) As Attachment II indicates, Fidelity and Spartan Short-Intermediate Government have experienced comparable performance on a year-to-year and cumulative basis. Fidelity Intermediate Government Income has experienced higher investment performance due in part to its longer average maturity and duration.

(bullrt) Except for average maturity policies, the Funds have substantially identical investment policies. As of August 31, 1998, Fidelity Short-Intermediate Government's, Spartan Short-Intermediate Government's and Fidelity Intermediate Government Income's average maturity were 3.3, 3.0 and 4.4 years, respectively.

- Fidelity Short-Intermediate Government and Spartan Short-Intermediate Government have net unrealized gains as of August 31, 1998 of approximately $717,837 and $613,390, respectively. A portion of these gains may be realized by the sale of shorter-term securities in connection with increasing the average maturity of the Funds during the period between shareholder approval and the closing date of the mergers, and may result in taxable distributions to

shareholders.

- Fidelity Short-Intermediate Government, Spartan Short-Intermediate Government and Fidelity Intermediate Government Income have net unrealized gains as of August 31, 1998 of $0.052, $0.076 and $0.165 per share, respectively. The surviving Fund would have approximately $0.143 per share of net unrealized gains. FMR believes that the differences in unrealized gains per share, particularly given the uncertainty of when and if such gains would be realized, do not require an adjustment to the conversion ratio.

((bullet) FMR believes that the merger will not result in a dilution of the shareholders' interests.

- FMR will obtain an opinion of counsel that the merger will qualify as a tax-free reorganization for federal income tax purposes.

(bullet) FMR proposes for each Fund the form of Merger Plan, which is substantially similar to and reflects a number of editorial and minor changes from the form approved at your May 1996 meeting. The form of Merger Plan is included as Attachment III. The Merger Plans provide for the transfer of the assets of the Fidelity and Spartan Short-Intermediate Government Funds in exchange for shares of the Fidelity Intermediate Government Income Fund, and the assumption by the Fidelity Intermediate Government Income Fund of the Fidelity and Spartan Short-Intermediate Government Funds' liabilities. The current holdings of Fidelity and Spartan Short-Intermediate Government Funds would be eligible investments under Fidelity Intermediate Government Income's investment policies.

- Approval of the mergers will be determined by the shareholders of Fidelity and Spartan Short-Intermediate Government Funds. Approval of each merger will be determined solely by approval of the shareholders affected. It will not be necessary for both mergers to be approved for either of them to take place.

- Following the transfer, each shareholder of Fidelity and Spartan Short-Intermediate Government will receive shares of equal value of Fidelity Intermediate Government Income, based on relative NAVs as of the close of business on the date of the merger.

- FMR may sell up to 50% of the securities held by Fidelity and Spartan Short-Intermediate Government Funds in the period between shareholder approval and the closing dates of the mergers. FMR will disclose in the proxy statement that the average maturity of each Fund may rise above five years during this period.

- FMR anticipates that it will be able to reposition the average maturity of Fidelity and Spartan Short-Intermediate Government Funds in the period between shareholder approval and the closing dates of the mergers. However, given market conditions during that period, it may be necessary to sell some of Fidelity Intermediate Government Income's shorter-term securities as well. The impact of any such adjustment to the portfolio of Fidelity Intermediate Government Income is expected to be minimal.

(bullet) FMR will bear any merger-related expenses for Spartan Short-Intermediate Government and Fidelity Intermediate Government Income, which have all-inclusive fees. Expenses associated with the merger for Fidelity Short-Intermediate Government will be paid by the Fund. Any portfolio trading costs will be borne by each Fund.

(bullet) FMR requests that the Board set a record date of February 16, 1999 and a meeting date and time of April 14, 1999 at 9:00 a.m. It is anticipated that the closing of the mergers will be completed by the end of April 1999. Due to the operational issues involved in merging

two funds into one, FMR may close the mergers on different days.

- At your September 1998 meeting you set these record and meeting dates and time for Fidelity Fixed-Income Trust, which includes Spartan Short-Intermediate Government. FMR anticipates that the merger proxy statement will include trust-wide proposals to be voted on by shareholders of Spartan Short-Intermediate Government.

Conclusion: FMR believes that the proposed mergers are in the best interests of the shareholders of the Funds and will not result in a dilution of their interests. FMR requests approval of the actions and related documentation required to effect the proposed merger.

FUND EXPENSES AND FEATURES

<TABLE>

<CAPTION>

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NET ASSETS MANAGE-MENT FEE TOTAL EXPENSES

Fidelity Short-Intermediate

Government $129 Group Fee 78 bp $2,500 $250 $2,000

Spartan Short-Intermediate

Government $76 All-In 65 bp $10,000 $1,000 $5,000

Fidelity Intermediate

Government Income $738 All-In 38 bp* $2,500 $250 $2,000

</TABLE>

<TABLE>

<CAPTION>

<s> <c> <c>

TRANSACTION REDEMPTION

FEES FEE

Fidelity Short-Intermediate

Government none none

Spartan Short-Intermediate

Government none none

Fidelity Intermediate

Government Income none none

</TABLE>

* Reflects a voluntary expense cap expiring December 31, 1998. Upon expiration of this expense cap, total expenses will be 65 bp.

** If the merger is approved, FMR will voluntarily limit the surviving Fund's expense ratio to 63 bp through June 30, 2001.

MATURITY POLICIES

MATURITY AVERAGE MATURITY

POLICY AS OF 8/31/98

Fidelity Short-Intermediate 2 - 5 years 3.3 years

Government

Spartan Short-Intermediate 2 - 5 years 3.0 years

Government

Fidelity Intermediate 3 - 10 years 4.4 years

Government Income

Attachment II

<TABLE>

<CAPTION>

<s> <c> <c> <c> <c> <c> <c>

ANNUAL TOTAL RETURNS

(PERIODS ENDED DECEMBER 31)

Fidelity Short-Intermediate

Government Fund (1.38)% 11.86% 4.06% 6.61% 4.40%

Spartan Short-Intermediate

Government Fund (0.52)% 12.29% 4.27% 6.61% 4.42%

Fidelity Intermediate

Government Income Fund (0.95)% 13.93% 4.14% 7.70% 5.13%

</TABLE>

CUMULATIVE TOTAL RETURNS

(PERIODS ENDED DECEMBER 31)

1 Year 3 Year

Fidelity Short-Intermediate

Government Fund 6.61% 24.09%

Spartan Short-Intermediate

Government Fund 6.61% 24.82%

Fidelity Intermediate

Government Income Fund 7.70% 27.78%