FIDELITY ADVISOR SERIES II
497, 1999-08-17
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SUPPLEMENT TO THE
FIDELITY ADVISOR FUNDS(registered trademark)
CLASS A, CLASS T, CLASS B, AND CLASS C
FEBRUARY 26, 1999
REVISED APRIL 9,1999 PROSPECTUS

FIDELITY ADVISOR STRATEGIC OPPORTUNITIES FUND HAS BEEN RENAMED
FIDELITY ADVISOR VALUE STRATEGIES FUND. ALL REFERENCES TO ADVISOR
STRATEGIC OPPORTUNITIES THROUGHOUT THIS PROSPECTUS SHOULD BE REPLACED
WITH ADVISOR VALUE STRATEGIES.

The following information replaces similar information found in the
"Investment Summary" section beginning on page 3.

INVESTMENT OBJECTIVE

ADVISOR VALUE STRATEGIES FUND seeks capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Investing primarily in common stocks.

(small solid bullet) Investing in securities of companies that FMR
believes are undervalued in the marketplace in relation to factors
such as assets, earnings or growth potential (stocks of these
companies are often called "value" stocks).

(small solid bullet) Focusing investments in medium-sized companies,
but may also invest substantially in larger or smaller companies.

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.

(small solid bullet) FOREIGN EXPOSURE. Foreign markets can be more
volatile than the U.S. market due to increased risks of adverse
issuer, political, regulatory, market or economic developments and can
perform differently than the U.S. market.

(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently than
the value of the market as a whole. The value of securities of smaller
issuers can be more volatile than that of larger issuers.

(small solid bullet) "VALUE" INVESTING. "Value" stocks can perform
differently than the market as a whole and other types of stocks and
can continue to be undervalued by the market for long periods of time.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

When you sell your shares of the fund, they could be worth more or
less than what you paid for them.

The following information replaces similar information found in the
"Performance" section on page 12.

The following information illustrates the changes in the funds'
performance, as represented by the performance of Class T, from year
to year and compares the funds' performance to the performance of a
market index and an average of the performance of similar funds over
various periods of time. Each of Advisor Balanced and Advisor
Strategic Income may also compare its performance to the performance
of a combination of market indexes over various periods of time. Each
of Advisor Intermediate Municipal Income, Advisor Equity Income and
Advisor Equity Growth may also compare their performance to the
performance of an additional index over various periods of time. Data
for the additional index for Advisor Intermediate Municipal Income is
available only from June 30, 1993 to the present. Prior to July 1,
1999, Advisor Value Strategies operated under certain different
investment policies. Accordingly, the fund's historical performance
may not represent its current investment policies. Returns are based
on past results and are not an indication of future performance.

The following information replaces similar information found under the
heading "Average Annual Returns" in the "Performance" section on page
18.

<TABLE>
<CAPTION>
<S>                          <C>          <C>           <C>
For the periods ended        Past 1 year  Past 5 years  Past 10 years/ Life of class*
December 31, 1998

ADVISOR VALUE STRATEGIES -    -5.10%      n/a            9.31%A
CLASS A

ADVISOR VALUE STRATEGIES -    -2.69%       9.81%         12.64%
CLASS T

ADVISOR VALUE STRATEGIES -    -4.67%      n/a            14.42%C
CLASS B

S&P 500                       28.58%       24.06%        19.21%

Russell MidCap Value Index    5.08%        17.53%        16.18%

Lipper Capital Appreciation   19.96%       14.96%        14.09%
Funds Average

</TABLE>

* BEGINNING JANUARY 1 OF THE FIRST CALENDAR YEAR FOLLOWING THE CLASS'S
COMMENCEMENT OF OPERATIONS.

A FROM JANUARY 1, 1997.

C FROM JANUARY 1, 1995.

   The following information replaces similar information found under
the heading "Average Annual Returns" in the "Performance" section
beginning on page 20.

<TABLE>
<CAPTION>
<S>                           <C>          <C>           <C>

For the periods ended         Past 1 year  Past 5 years  Past 10 years/ Life of class*
December 31, 1998

ADVISOR HIGH YIELD - CLASS A   -5.15%      n/a            4.47%A

ADVISOR HIGH YIELD - CLASS T   -3.93%       8.03%         12.59%

ADVISOR HIGH YIELD - CLASS B   -5.58%      n/a            10.20%B

ADVISOR HIGH YIELD - CLASS C   -2.07%      n/a            -2.07%C

Merrill Lynch High Yield       3.66%        9.01%         11.08%
Master Index

Merrill Lynch High Yield       2.95%        9.12%         11.18%
Master II Index

Lipper High Current Yield      -0.44%       7.37%         9.34%
Funds Average

ADVISOR STRATEGIC INCOME -     -2.48%      n/a            3.22%A
CLASS A

ADVISOR STRATEGIC INCOME -     -1.31%      n/a            10.41%B
CLASS T

ADVISOR STRATEGIC INCOME -     -3.07%      n/a            10.16%B
CLASS B

ADVISOR STRATEGIC INCOME -     0.46%       n/a            0.46%C
CLASS C

Merrill Lynch High Yield       3.66%       n/a            11.72%B
Master Index

Merrill Lynch High Yield       2.95%       n/a            11.82%B
Master II Index

Lipper Multi-Sector Income     1.30%       n/a            9.28%B
Funds Average

Fidelity Strategic Income      5.43%       n/a            11.47%B
Composite Index


</TABLE>

   * BEGINNING JANUARY 1 OF THE FIRST CALENDAR YEAR FOLLOWING THE
CLASS'S COMMENCEMENT OF OPERATIONS.

   A FROM JANUARY 1, 1997.

   B FROM JANUARY 1, 1995.

   C FROM JANUARY 1, 1998.

   Fidelity Strategic Income Composite Index is a hypothetical
representation of the performance of Advisor Strategic Income's four
general investment categories according to their respective weighting
in the fund's neutral mix (40% high yield, 30% U.S. Government and
investment-grade, 15% foreign developed markets and 15% emerging
markets). The following indexes are used to calculate the Composite
Index: high yield - the Merrill Lynch High Yield Master II Index, U.S.
Government and investment-grade - the Lehman Brothers Government Bond
Index, foreign developed markets - the Salomon Brothers Non-U.S.
Dollar World Government Bond Index, emerging markets - the J.P. Morgan
Emerging Markets Bond Index Plus. The index weightings of the
Composite Index are rebalanced monthly.

   The following information supplements the information found under
the heading "Average Annual Returns" in the "Performance" section on
page 21.

Going forward, Advisor Value Strategies' performance will be compared
to the Russell MidCap Value Index rather than the S&P 500. The Russell
MidCap Value Index more closely reflects the fund's investment
strategy.

Russell MidCap Value Index is a market capitalization-weighted index
of medium capitalization value-oriented stocks of U.S. corporations.

Going forward, Advisor High Yield's    and Advisor Strategic
Income's     performance will be compared to the Merrill Lynch High
Yield Master II Index rather than the Merrill Lynch High Yield Master
Index because the Merrill Lynch High Yield Master II Index contains
deferred interest bonds and payment-in-kind securities and is
therefore a better representation of the high yield bond universe.

Merrill Lynch High Yield Master II Index is a market value-weighted
index of all domestic and yankee high-yield bonds, including deferred
interest bonds and payment-in-kind securities. Issues included in the
index have maturities of one year or more and have a credit rating
lower than BBB-/Baa3, but are not in default.

The following information replaces similar information found in the
"Investment Details" section beginning on page 31.

INVESTMENT OBJECTIVE

ADVISOR VALUE STRATEGIES FUND seeks capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets primarily in common stocks.

FMR focuses on securities of companies that it believes are
undervalued in the marketplace in relation to factors such as the
company's assets, earnings or growth potential. The stocks of these
companies are often called "value" stocks.

Although FMR focuses on investing the fund's assets in securities
issued by medium-sized companies, FMR may also make substantial
investments in securities issued by larger or smaller companies.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

In buying and selling securities for the fund, FMR relies on
fundamental analysis of each issuer and its potential for success in
light of its current financial condition, its industry position, and
economic and market conditions. Factors considered include growth
potential, earnings estimates and management.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If FMR's
strategies do not work as intended, the fund may not achieve its
objective.

The following information replaces similar information found under the
heading "Fundamental Investment Policies" in the "Investment Details"
section on page 40.

ADVISOR VALUE STRATEGIES FUND seeks capital appreciation.

The following information replaces similar information found in the
"Fund Management" section on page 50.

Fidelity Management & Research (U.K.) Inc. (FMR U.K.), in London,
England, serves as a sub-adviser for the Equity Funds, the Bond Funds
(except Advisor Government Investment and Advisor Municipal Income),
Advisor Intermediate Bond, and Advisor Short Fixed-Income. FMR U.K.
was organized in 1986 to provide investment research and advice to
FMR. Currently, FMR U.K. provides investment research and advice on
issuers based outside the United States and may also provide
investment advisory services for the Equity Funds, the Bond Funds
(except Advisor Government Investment and Advisor Municipal Income),
Advisor Intermediate Bond, and Advisor Short Fixed-Income.

Fidelity Management & Research Far East Inc. (FMR Far East), in Tokyo,
Japan, serves as a sub-adviser for the Equity Funds, the Bond Funds
(except Advisor Government Investment and Advisor Municipal Income),
Advisor Intermediate Bond, and Advisor Short Fixed-Income. FMR Far
East was organized in 1986 to provide investment research and advice
to FMR. Currently, FMR Far East provides investment research and
advice on issuers based outside the United States and may also provide
investment advisory services for the Equity Funds, the Bond Funds
(except Advisor Government Investment and Advisor Municipal Income),
Advisor Intermediate Bond, and Advisor Short Fixed-Income.

John Carlson is vice president and lead manager of Advisor Strategic
Income, which he has managed since August 1995. Other Fidelity
investment professionals assist Mr. Carlson in selecting investments
for the fund. He also manages other Fidelity funds. Prior to joining
Fidelity in 1995, Mr. Carlson was executive director of emerging
markets at Lehman Brothers International from 1992 through 1995.

Margaret Eagle is vice president and manager of Advisor High Yield,
which she has managed since January 1987. Additionally, she is a
senior vice president of Fidelity Trust Company. Since joining
Fidelity in 1980, Ms. Eagle has been an analyst and portfolio manager.

   David Felman is vice president and manager of Advisor Mid Cap,
which he has managed since August 1999.     He also manages other
Fidelity funds. Mr. Felman joined Fidelity as an analyst in 1993.

Kevin Grant is vice president and manager of Advisor Balanced and
Advisor Intermediate Bond, which he has managed since March 1996 and
October 1995, respectively. Mr. Grant manages the fixed-income
investments for Advisor Balanced. He also manages several other
Fidelity funds. Prior to joining Fidelity in 1993, Mr. Grant was vice
president and chief mortgage strategist at Morgan Stanley for three
years.

The following information found in the "Fund Management" section on
page 51 is no longer applicable.

Ian Spreadbury is manager of Advisor Strategic Income's foreign bond
investments, which he has managed since May 1998. He also manages
another Fidelity fund. Additionally, Mr. Spreadbury is a director of
fixed income and a portfolio manager for Fidelity International
Limited (FIL). Prior to joining Fidelity in 1995, Mr. Spreadbury was a
senior fund manager with Legal & General, Limited, from 1981 to 1995.

The following information replaces the last paragraph found in the
"Fund Management" section on page 51.

For Advisor Value Strategies, the fee is determined by calculating a
basic fee and then applying a performance adjustment. The performance
adjustment decreases the management fee if the fund has performed
worse than the S&P 500. After December 31, 2000, no performance
adjustment will be applied to the basic fee.

For Advisor Growth Opportunities, the fee is determined by calculating
a basic fee and then applying a performance adjustment. The
performance adjustment either increases or decreases the management
fee, depending on how well the fund has performed relative to the S&P
500.

The following information replaces the seventh paragraph found in the
"Fund Management" section on page 52.

For Advisor Value Strategies, the performance adjustment rate is
divided by twelve and multiplied by the fund's average net assets
throughout the month, and the resulting dollar amount is subtracted
from the basic fee if the fund's performance over the performance
period is worse than that of the S&P 500. The maximum annualized
performance adjustment rate is -0.20% of the fund's average net assets
over the performance period.

For Advisor Growth Opportunities, the performance adjustment rate is
divided by twelve and multiplied by the fund's average net assets
throughout the month, and the resulting dollar amount is then added to
or subtracted from the basic fee. The maximum annualized performance
adjustment rate is (plus/minus)0.20% of the fund's average net assets
over the performance period.

The following information replaces similar information found in the
"Financial Highlights" section on page 95.

<TABLE>
<CAPTION>
<S>                          <C>        <C>       <C>       <C>       <C>
ADVISOR INTERMEDIATE MUNICIPAL INCOME - CLASS B

Selected Per-Share Data and
Ratios

Years ended November 30      1998G      1997      1996      1995      1994D

Net asset value, beginning   $ 10.590   $ 10.410  $ 10.380  $ 9.400   $ 9.890
of period

Income from Investment
Operations

 Net interest income          .339       .382      .394      .373      .155

 Net realized and             .200       .181      .030      .980      (.490)
unrealized gain (loss)

 Total from investment        .539       .563      .424      1.353     (.335)
operations

Less Distributions

 From net interest income     (.339)     (.382)    (.394)    (.373)    (.155)

 From net realized gain      (.030)     (.001)    --        --        --

 Total distributions         (.369)     (.383)    (.394)    (.373)    (.155)

Net asset value, end of     $ 10.760   $ 10.590  $ 10.410  $ 10.380  $ 9.400
period

Total returnB,C              5.17%      5.54%     4.21%     14.60%    (3.44)%

Net assets, end of period   $ 11,134   $ 7,917   $ 7,445   $ 6,226   $ 1,682
(000 omitted)

Ratio of expenses to         1.65%A,E   1.65%E    1.66%E    1.68%E    1.65%A,E
average net assets

Ratio of net interest        3.45%A     3.67%     3.76%     3.71%     3.74%A
income to average net assets

Portfolio turnover           26%A,F     18%       35%       53%       53%

</TABLE>

A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
C TOTAL RETURNS DO NOT INCLUDE THE CONTINGENT DEFERRED SALES CHARGE
AND FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D FOR THE PERIOD JUNE 30, 1994 (COMMENCEMENT OF SALE OF CLASS B
SHARES) TO NOVEMBER 30, 1994.
E FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
F THE PORTFOLIO TURNOVER RATE DOES NOT INCLUDE THE ASSETS ACQUIRED IN
THE MERGER.
G ELEVEN MONTHS ENDED OCTOBER 31

SUPPLEMENT TO THE
FIDELITY ADVISOR FUNDS(registered trademark)
INSTITUTIONAL CLASS
FEBRUARY 26,1999 PROSPECTUS

FIDELITY ADVISOR STRATEGIC OPPORTUNITIES FUND HAS BEEN RENAMED
FIDELITY ADVISOR VALUE STRATEGIES FUND. ALL REFERENCES TO ADVISOR
STRATEGIC OPPORTUNITIES THROUGHOUT THIS PROSPECTUS SHOULD BE REPLACED
WITH ADVISOR VALUE STRATEGIES.

The following information replaces similar information found in the
"Investment Summary" section beginning on page 3.

INVESTMENT OBJECTIVE

ADVISOR VALUE STRATEGIES FUND seeks capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Investing primarily in common stocks.

(small solid bullet) Investing in securities of companies that FMR
believes are undervalued in the marketplace in relation to factors
such as assets, earnings or growth potential (stocks of these
companies are often called "value" stocks).

(small solid bullet) Focusing investments in medium-sized companies,
but may also invest substantially in larger or smaller companies.

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.

(small solid bullet) FOREIGN EXPOSURE. Foreign markets can be more
volatile than the U.S. market due to increased risks of adverse
issuer, political, regulatory, market or economic developments and can
perform differently than the U.S. market.

(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently than
the value of the market as a whole. The value of securities of smaller
issuers can be more volatile than that of larger issuers.

(small solid bullet) "VALUE" INVESTING. "Value" stocks can perform
differently than the market as a whole and other types of stocks and
can continue to be undervalued by the market for long periods of time.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

When you sell your shares of the fund, they could be worth more or
less than what you paid for them.

The following information replaces similar information found in the
"Performance" section on page 11.

The following information illustrates the changes in the funds'
performance from year to year and compares the funds' performance to
the performance of a market index and an average of the performance of
similar funds over various periods of time. Each of Advisor Balanced
and Advisor Strategic Income may also compare its performance to the
performance of a combination of market indexes over various periods of
time. Each of Advisor Intermediate Municipal Income, Advisor Equity
Income and Advisor Equity Growth may also compare their performance to
the performance of an additional index over various periods of time.
Data for the additional index for Advisor Intermediate Municipal
Income is available only from June 30, 1993 to the present. Prior to
July 1, 1999, Advisor Value Strategies operated under certain
different investment policies. Accordingly, the fund's historical
performance may not represent its current investment policies. Returns
are based on past results and are not an indication of future
performance.

The following information replaces similar information found under the
heading "Average Annual Returns" in the "Performance" section on page
18.

<TABLE>
<CAPTION>
<S>                          <C>          <C>           <C>
For the periods ended        Past 1 year  Past 5 years  Past 10 years/ Life of class*
December 31, 1998

ADVISOR VALUE STRATEGIES      1.12%       n/a            9.16%B

S&P 500                       28.58%      n/a            28.23%B

Russell MidCap Value Index    5.08%       n/a            19.30%B

Lipper Capital Appreciation   19.96%      n/a            16.12%B
Funds Average

</TABLE>

* BEGINNING JANUARY 1 OF THE FIRST CALENDAR YEAR FOLLOWING THE CLASS'S
COMMENCEMENT OF OPERATIONS.

B FROM JANUARY 1, 1996.

   The following information replaces similar information found under
the heading "Average Annual Returns" in the "Performance" section on
page 19.

<TABLE>
<CAPTION>
<S>                         <C>          <C>           <C>
For the periods ended       Past 1 year  Past 5 years  Past 10 years/ Life of class*
December 31, 1998

ADVISOR HIGH YIELD           -0.18%      n/a            9.23%A

Merrill Lynch High Yield     3.66%       n/a            9.11%A
Master Index

Merrill Lynch High Yield     2.95%       n/a            9.07%A
Master II Index

Lipper High Current Yield    -0.44%      n/a            8.21%A
Funds Average

ADVISOR STRATEGIC INCOME     2.49%       n/a            8.21%A

Merrill Lynch High Yield     3.66%       n/a            9.11%A
Master Index

Merrill Lynch High Yield     2.95%       n/a            9.10%A
Master II Index

Lipper Multi-Sector Income   1.30%       n/a            6.92%A
Funds Average

Fidelity Strategic Income    5.43%       n/a            8.75%A
Composite Index

</TABLE>

   * BEGINNING JANUARY 1 OF THE FIRST CALENDAR YEAR FOLLOWING THE
CLASS'S COMMENCEMENT OF OPERATIONS.

   A FROM JANUARY 1, 1996.

   Fidelity Strategic Income Composite Index is a hypothetical
representation of the performance of Advisor Strategic Income's four
general investment categories according to their respective weighting
in the fund's neutral mix (40% high yield, 30% U.S. Government and
investment-grade, 15% foreign developed markets and 15% emerging
markets). The following indexes are used to calculate the Composite
Index: high yield - the Merrill Lynch High Yield Master II Index, U.S.
Government and investment-grade - the Lehman Brothers Government Bond
Index, foreign developed markets - the Salomon Brothers Non-U.S.
Dollar World Government Bond Index, emerging markets - the J.P. Morgan
Emerging Markets Bond Index Plus. The index weightings of the
Composite Index are rebalanced monthly.

   The following information supplements the information found under
the heading "Average Annual Returns" in the "Performance" section on
page 20.

Going forward, Advisor Value Strategies' performance will be compared
to the Russell MidCap Value Index rather than the S&P 500. The Russell
MidCap Value Index more closely reflects the fund's investment
strategy.

Russell MidCap Value Index is a market capitalization-weighted index
of medium capitalization value-oriented stocks of U.S. corporations.

Going forward, Advisor High Yield's    and Advisor Strategic
Income's     performance will be compared to the Merrill Lynch High
Yield Master II Index rather than the Merrill Lynch High Yield Master
Index because the Merrill Lynch High Yield Master II Index contains
deferred interest bonds and payment-in-kind securities and is
therefore a better representation of the high yield bond universe.

Merrill Lynch High Yield Master II Index is a market value-weighted
index of all domestic and yankee high-yield bonds, including deferred
interest bonds and payment-in-kind securities. Issues included in the
index have maturities of one year or more and have a credit rating
lower than BBB-/Baa3, but are not in default.

The following information replaces similar information found in the
"Investment Details" section beginning on page 28.

INVESTMENT OBJECTIVE

ADVISOR VALUE STRATEGIES FUND seeks capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets primarily in common stocks.

FMR focuses on securities of companies that it believes are
undervalued in the marketplace in relation to factors such as the
company's assets, earnings or growth potential. The stocks of these
companies are often called "value" stocks.

Although FMR focuses on investing the fund's assets in securities
issued by medium-sized companies, FMR may also make substantial
investments in securities issued by larger or smaller companies.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

In buying and selling securities for the fund, FMR relies on
fundamental analysis of each issuer and its potential for success in
light of its current financial condition, its industry position, and
economic and market conditions. Factors considered include growth
potential, earnings estimates and management.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If FMR's
strategies do not work as intended, the fund may not achieve its
objective.

The following information replaces similar information found under the
heading "Principal Investment Risks" in the "Investment Details"
section on page 37.

FOREIGN EXPOSURE. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations
can involve additional risks relating to political, economic or
regulatory conditions in foreign countries. These risks include
fluctuations in foreign currencies; withholding or other taxes;
trading, settlement, custodial and other operational risks; and the
less stringent investor protection and disclosure standards of some
foreign markets. For example, many foreign countries are less prepared
than the United States to properly process and calculate information
related to dates from and after January 1, 2000, which could result in
difficulty pricing foreign investments and failure by foreign issuers
to pay timely dividends, interest or principal. All of these factors
can make foreign investments, especially those in emerging markets,
more volatile and potentially less liquid than U.S. investments. In
addition, foreign markets can perform differently than the U.S.
market.

The following information replaces similar information found under the
heading "Fundamental Investment Policies" in the "Investment Details"
section on page 37.

ADVISOR VALUE STRATEGIES FUND seeks capital appreciation.

The following information replaces similar information found in the
"Fund Management" section beginning on page 46.

John Carlson is vice president and lead manager of Advisor Strategic
Income, which he has managed since August 1995. Other Fidelity
investment professionals assist Mr. Carlson in selecting investments
for the fund. He also manages other Fidelity funds. Prior to joining
Fidelity in 1995, Mr. Carlson was executive director of emerging
markets at Lehman Brothers International from 1992 through 1995.

Margaret Eagle is vice president and manager of Advisor High Yield,
which she has managed since January 1987. Additionally, she is a
senior vice president of Fidelity Trust Company. Since joining
Fidelity in 1980, Ms. Eagle has been an analyst and portfolio manager.

   David Felman is vice president and manager of Advisor Mid Cap,
which he has managed since August 1999.     He also manages other
Fidelity funds. Mr. Felman joined Fidelity as an analyst in 1993.

Kevin Grant is vice president and manager of Advisor Balanced and
Advisor Intermediate Bond, which he has managed since March 1996 and
October 1995, respectively. Mr. Grant manages the fixed-income
investments for Advisor Balanced. He also manages several other
Fidelity funds. Prior to joining Fidelity in 1993, Mr. Grant was vice
president and chief mortgage strategist at Morgan Stanley for three
years.

The following information found in the "Fund Management" section on
page 47 is no longer applicable.

Ian Spreadbury is manager of Advisor Strategic Income's foreign bond
investments, which he has managed since May 1998. He also manages
another Fidelity fund. Additionally, Mr. Spreadbury is a director of
fixed income and a portfolio manager for Fidelity International
Limited (FIL). Prior to joining Fidelity in 1995, Mr. Spreadbury was a
senior fund manager with Legal & General, Limited, from 1981 to 1995.

The following information replaces the fourth paragraph found in the
"Fund Management" section on page 48.

For Advisor Value Strategies, the fee is determined by calculating a
basic fee and then applying a performance adjustment. The performance
adjustment decreases the management fee if the fund has performed
worse than the S&P 500. After December 31, 2000, no performance
adjustment will be applied to the basic fee.

For Advisor Growth Opportunities, the fee is determined by calculating
a basic fee and then applying a performance adjustment. The
performance adjustment either increases or decreases the management
fee, depending on how well the fund has performed relative to the S&P
500.

The following information replaces the twelfth paragraph found in the
"Fund Management" section on page 48.

For Advisor Value Strategies, the performance adjustment rate is
divided by twelve and multiplied by the fund's average net assets
throughout the month, and the resulting dollar amount is subtracted
from the basic fee if the fund's performance over the performance
period is worse than that of the S&P 500. The maximum annualized
performance adjustment rate is - 0.20% of the fund's average net
assets over the performance period.

For Advisor Growth Opportunities, the performance adjustment rate is
divided by twelve and multiplied by the fund's average net assets
throughout the month, and the resulting dollar amount is then added to
or subtracted from the basic fee. The maximum annualized performance
adjustment rate is (plus/minus)0.20% of the fund's average net assets
over the performance period.

The following information replaces similar information found in the
"Financial Highlights" section on page 59.

<TABLE>
<CAPTION>
<S>                         <C>       <C>       <C>       <C>       <C>       <C>
ADVISOR INTERMEDIATE MUNICIPAL INCOME

Selected Per-Share Data
and Ratios

Years ended November 30     1998G     1997      1996      1995      1994      1993

Net asset value, beginning  $ 10.590  $ 10.410  $ 10.360  $ 9.410   $ 10.460  $ 11.080
of period

Income from Investment
Operations

 Net interest income         .427      .475      .487      .477      .481      .536

 Net realized and            .210      .181      .050      .950      (1.030)   .260
unrealized gain (loss)

 Total from investment       .637      .656      .537      1.427     (.549)    .796
operations

Less Distributions

 From net interest income    (.427)    (.475)    (.487)    (.477)    (.481)    (.536)

 From net realized gain      (.030)    (.001)    --        --        --        (.880)

 In excess of net realized   --        --        --        --        (.020)    --
gain

 Total distributions         (.457)    (.476)    (.487)    (.477)    (.501)    (1.416)

Net asset value, end of     $ 10.770  $ 10.590  $ 10.410  $ 10.360  $ 9.410   $ 10.460
period

Total returnB,C              6.14%     6.48%     5.36%     15.44%    (5.43)%   8.01%

Net assets, end of period   $ 6,328   $ 6,098   $ 6,455   $ 11,085  $ 11,702  $ 15,076
(000 omitted)

Ratio of expenses to         .75%A,D   .75%D     .75%D     .70%D     .65%D     .65%D
average net assets

Ratio of expenses to         .75%A     .75%      .74%E     .70%      .65%      .65%
average net assets after
expense reductions

Ratio of net interest        4.36%A    4.57%     4.68%     4.96%     4.75%     5.01%
income to average net assets

Portfolio turnover           26%A,F    18%       35%       53%       53%       46%

</TABLE>

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
C THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
D FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES.
F THE PORTFOLIO TURNOVER RATE DOES NOT INCLUDE THE ASSETS ACQUIRED IN
THE MERGER.
G ELEVEN MONTHS ENDED OCTOBER 31

The following information replaces similar information found on the
back cover.

Fidelity Advisor Funds, Fidelity Investments & (Pyramid) Design,
Fidelity, Fidelity Investments, and Directed Dividends are registered
trademarks of FMR Corp.

TechnoQuant and Portfolio Advisory Services are service marks of FMR
Corp.

SUPPLEMENT TO THE
FIDELITY ADVISOR FUNDS(registered trademark)
CLASS A, CLASS T, CLASS B, CLASS C, INSTITUTIONAL CLASS, AND INITIAL
CLASS
FEBRUARY 26, 1999
REVISED APRIL 9, 1999
STATEMENT OF ADDITIONAL INFORMATION

FIDELITY ADVISOR STRATEGIC OPPORTUNITIES FUND HAS BEEN RENAMED
FIDELITY ADVISOR VALUE STRATEGIES FUND. ALL REFERENCES TO ADVISOR
STRATEGIC OPPORTUNITIES THROUGHOUT THIS SAI SHOULD BE REPLACED WITH
ADVISOR VALUE STRATEGIES.

THE FOLLOWING INFORMATION REPLACES NON-FUNDAMENTAL INVESTMENT
LIMITATION (III) BEGINNING ON PAGE 3 FOR EACH FUND EXCEPT ADVISOR
EMERGING MARKETS INCOME FUND AND ADVISOR STRATEGIC INCOME FUND IN THE
"INVESTMENT POLICIES AND LIMITATIONS" SECTION.

(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)).

THE FOLLOWING INFORMATION REPLACES NON-FUNDAMENTAL INVESTMENT
LIMITATION (IV) ON PAGES 24 AND 27, RESPECTIVELY, FOR ADVISOR EMERGING
MARKETS INCOME FUND AND ADVISOR STRATEGIC INCOME FUND IN THE
"INVESTMENT POLICIES AND LIMITATIONS" SECTION.

(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)).

THE FOLLOWING INFORMATION REPLACES NON-FUNDAMENTAL INVESTMENT
LIMITATION (V) BEGINNING ON PAGE 3 FOR EACH FUND EXCEPT ADVISOR
EMERGING MARKETS INCOME FUND, ADVISOR STRATEGIC INCOME FUND, ADVISOR
MUNICIPAL INCOME FUND AND ADVISOR INTERMEDIATE MUNICIPAL INCOME FUND
IN THE "INVESTMENT POLICIES AND LIMITATIONS" SECTION.

(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 NON-FUNDAMENTAL INVESTMENT
LIMITATION (VI) ON PAGES 25 AND 27, RESPECTIVELY, FOR ADVISOR EMERGING
MARKETS INCOME FUND AND ADVISOR STRATEGIC INCOME FUND IN THE
"INVESTMENT POLICIES AND LIMITATIONS" SECTION.

(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 SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR LATIN AMERICA FUND" SECTION BEGINNING ON PAGE 3.

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

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR JAPAN FUND" SECTION BEGINNING ON PAGE 4.

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

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR EUROPE CAPITAL APPRECIATION FUND" SECTION BEGINNING ON PAGE 5.

For purposes of normally investing at least 65% of the fund's total
assets in securities of issuers that have their principal activities
in Europe, FMR interprets "total assets" to exclude collateral
received for securities lending transactions.

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR INTERNATIONAL CAPITAL APPRECIATION FUND" SECTION BEGINNING ON
PAGE 6.

For purposes of normally investing at least 65% of the fund's total
assets in foreign securities, including securities of issuers located
in emerging markets, FMR interprets "total assets" to exclude
collateral received for securities lending transactions.

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR OVERSEAS FUND" AND "INVESTMENT LIMITATIONS OF ADVISOR
DIVERSIFIED INTERNATIONAL FUND" SECTIONS BEGINNING ON PAGES 7 AND 8,
RESPECTIVELY.

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

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR GLOBAL EQUITY FUND" SECTION BEGINNING ON PAGE 9.

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

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR SMALL CAP FUND" SECTION BEGINNING ON PAGE 11.

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

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR MID CAP FUND" SECTION BEGINNING ON PAGE 13.

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

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR EQUITY GROWTH FUND" SECTION BEGINNING ON PAGE 15.

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

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR LARGE CAP FUND" SECTION BEGINNING ON PAGE 16.

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

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR DIVIDEND GROWTH FUND" SECTION BEGINNING ON PAGE 17.

For purposes of normally investing at least 65% of the fund's total
assets in securities of companies that FMR believes have the potential
for dividend growth by either increasing their dividends or commencing
dividends, if none are currently paid, FMR interprets "total assets"
to exclude collateral received for securities lending transactions.

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR EQUITY INCOME FUND" SECTION BEGINNING ON PAGE 21.

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

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR BALANCED FUND" SECTION BEGINNING ON PAGE 23.

For purposes of investing at least 25% of the fund's total assets in
fixed-income senior securities (including debt securities and
preferred stock), FMR interprets "total assets" to exclude collateral
received for securities lending transactions.

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR EMERGING MARKETS INCOME FUND" SECTION BEGINNING ON PAGE 24.

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

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR HIGH YIELD FUND" SECTION BEGINNING ON PAGE 25.

For purposes of normally investing at least 65% of the fund's total
assets in income-producing debt securities, preferred stocks and
convertible securities, with an emphasis on lower-quality debt
securities, FMR interprets "total assets" to exclude collateral
received for securities lending transactions.

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR GOVERNMENT INVESTMENT FUND" SECTION BEGINNING ON PAGE 27.

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

THE FOLLOWING INFORMATION SUPPLEMENTS THE "INVESTMENT LIMITATIONS OF
ADVISOR MORTGAGE SECURITIES FUND" SECTION BEGINNING ON PAGE 28.

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

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"INVESTMENT POLICIES AND LIMITATIONS" SECTION ON PAGE 45.

SOURCES OF CREDIT OR LIQUIDITY SUPPORT. Issuers may employ various
forms of credit and liquidity enhancements, including letters of
credit, guarantees, puts, and demand features, and insurance provided
by domestic or foreign entities such as banks and other financial
institutions. FMR may rely on its evaluation of the credit of the
liquidity or credit enhancement provider in determining whether to
purchase a security supported by such enhancement. In evaluating the
credit of a foreign bank or other foreign entities, FMR will consider
whether adequate public information about the entity is available and
whether the entity may be subject to unfavorable political or economic
developments, currency controls, or other government restrictions that
might affect its ability to honor its commitment. Changes in the
credit quality of the entity providing the enhancement could affect
the value of the security or a fund's share price.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"PERFORMANCE" SECTION ON PAGE 82.

<TABLE>
<CAPTION>
<S>                         <C>                  <C>               <C>                   <C>                    <C>
                                                                                         Average Annual Returns1

                            Fiscal Period Ended  Thirty-Day Yield  Tax Equivalent Yield  One Year               Five Years

Advisor Intermediate                              2.63%             4.11%                 2.67%                  4.30%
Municipal Income - Class B

Advisor Intermediate                              3.54%             5.53%                 6.73%                  5.22%
Municipal Income -
Institutional

</TABLE>


<TABLE>
<CAPTION>
<S>                         <C>                          <C>                  <C>        <C>
                            Average Annual Returns1      Cumulative Returns1

                            Ten Years/ Life of Fund*     One Year             Five Years  Ten Years/ Life of Fund*

Advisor Intermediate         6.12%                        2.67%                23.43%      81.13%
Municipal Income - Class B

Advisor Intermediate         6.62%                        6.73%                29.00%      89.84%
Municipal Income -
Institutional

</TABLE>

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"PERFORMANCE" SECTION BEGINNING ON PAGE 95.

ADVISOR VALUE STRATEGIES -
CLASS A

Explanatory Notes: With an initial investment of $10,000 in Class A of
Advisor Value Strategies on December 1, 1988, assuming the maximum
sales charge had been in effect, the net amount invested in Class A
shares was $9,425. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $24,359. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $2,721 for dividends and $6,971 for capital
gain distributions. Initial offering of Class A of Advisor Value
Strategies took place on September 3, 1996. Class A returns prior to
September 3, 1996 are those of Class T which reflect a 12b-1 fee of
0.50% (0.65% prior to January 1, 1996). If Class A's 12b-1 fee had
been reflected, returns prior to September 3, 1996 would have been
higher. Prior to July 1, 1999, Advisor Value Strategies operated under
certain different investment policies. Accordingly, the fund's
historical performance may not represent its current investment
policies.

ADVISOR VALUE STRATEGIES -
CLASS T

Explanatory Notes: With an initial investment of $10,000 in Class T of
Advisor Value Strategies on December 1, 1988, assuming the maximum
sales charge had been in effect, the net amount invested in Class T
shares was $9,650. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $24,398. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $2,677 for dividends and $7,095 for capital
gain distributions. Prior to July 1, 1999, Advisor Value Strategies
operated under certain different investment policies. Accordingly, the
fund's historical performance may not represent its current investment
policies.

ADVISOR VALUE STRATEGIES -
CLASS B

Explanatory Notes: With an initial investment of $10,000 in Class B of
Advisor Value Strategies on December 1, 1988, the net amount invested
in Class B shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $24,789. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $2,767 for dividends and $7,277 for
capital gain distributions. Initial offering of Class B of Advisor
Value Strategies took place on June 30, 1994. Class B returns prior to
June 30, 1994 are those of Class T which reflect a 12b-1 fee of 0.65%.
If Class B's 12b-1 fee had been reflected, returns prior to June 30,
1994 would have been lower. Prior to July 1, 1999, Advisor Value
Strategies operated under certain different investment policies.
Accordingly, the fund's historical performance may not represent its
current investment policies.

ADVISOR VALUE STRATEGIES -
INSTITUTIONAL CLASS

Explanatory Notes: With an initial investment of $10,000 in
Institutional Class of Advisor Value Strategies on December 1, 1988,
the net amount invested in Institutional Class shares was $10,000. The
cost of the initial investment ($10,000) together with the aggregate
cost of reinvested dividends and capital gain distributions for the
period covered (their cash value at the time they were reinvested)
amounted to $26,287. If distributions had not been reinvested, the
amount of distributions earned from the class over time would have
been smaller, and cash payments for the period would have amounted to
$3,426 for dividends and $7,328 for capital gain distributions.
Initial offering of Institutional Class of Advisor Value Strategies
took place on July 3, 1995. Institutional Class returns prior to July
3, 1995 are those of Initial Class which has no 12b-1 fee. Prior to
July 1, 1999, Advisor Value Strategies operated under certain
different investment policies. Accordingly, the fund's historical
performance may not represent its current investment policies.

ADVISOR VALUE STRATEGIES -
INITIAL CLASS

Explanatory Notes: With an initial investment of $10,000 in Initial
Class of Advisor Value Strategies on December 1, 1988, the net amount
invested in Initial Class shares was $10,000.The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to $26,269. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $3,396 for dividends
and $7,353 for capital gain distributions. Prior to July 1, 1999,
Advisor Value Strategies operated under certain different investment
policies. Accordingly, the fund's historical performance may not
represent its current investment policies.

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"PERFORMANCE" SECTION BEGINNING ON PAGE 134.

During the 10-year period ended October 31, 1998, a hypothetical
$10,000 investment in Class B of Advisor Intermediate Municipal Income
would have grown to $18,113.

<TABLE>
<CAPTION>
<S>                       <C>                       <C>                           <C>                          <C>
ADVISOR INTERMEDIATE
MUNICIPAL INCOME - CLASS B

Fiscal Year Ended
October 31                Value of Initial $10,000  Value of Reinvested Dividend  Value of Reinvested Capital  Total Value
                          Investment                Distributions                 Gain Distributions

1998                      $ 10,142                  $ 6,753                       $ 1,218                      $ 18,113

</TABLE>


<TABLE>
<CAPTION>
<S>                           <C>       <C>       <C>
ADVISOR INTERMEDIATE          INDEXES
MUNICIPAL INCOME - CLASS B

Fiscal Year Ended October 31  S&P 500   DJIA      Cost of Living


1998                          $ 51,835  $ 52,786  $ 13,644

</TABLE>

During the 10-year period ended October 31, 1998, a hypothetical
$10,000 investment in Institutional Class of Advisor Intermediate
Municipal Income would have grown to $18,984.

<TABLE>
<CAPTION>
<S>                       <C>                       <C>                           <C>                          <C>
ADVISOR INTERMEDIATE
MUNICIPAL INCOME -
INSTITUTIONAL CLASS

Fiscal Year Ended
October 31                Value of Initial $10,000  Value of Reinvested Dividend  Value of Reinvested Capital  Total Value
                          Investment                Distributions                 Gain Distributions

1998                      $ 10,151                  $ 7,611                       $ 1,222                      $ 18,984

</TABLE>


<TABLE>
<CAPTION>
<S>                           <C>       <C>       <C>
ADVISOR INTERMEDIATE          INDEXES
MUNICIPAL INCOME -
INSTITUTIONAL CLASS

Fiscal Year Ended October 31  S&P 500   DJIA      Cost of Living


1998                          $ 51,835  $ 52,786  $ 13,644

</TABLE>

   THE FOLLOWING INFORMATION REPLACES THE FOURTH AND FIFTH PARAGRAPHS
UNDER "PERFORMANCE COMPARISONS" IN THE "PERFORMANCE" SECTION ON PAGE
138.

   Advisor Strategic Income may compare its performance to that of the
Fidelity Strategic Income Composite Index which is a hypothetical
representation of the performance of the fund's general investment
categories according to their respective weightings in the fund's
neutral mix. The Fidelity Strategic Income Composite Index represents
Advisor Strategic Income's four general investment categories
according to their respective weighting in the fund's neutral mix (40%
high yield, 30% U.S. Government and investment-grade, 15% foreign
developed markets and 15% emerging markets). The following indexes are
used to calculate the Fidelity Strategic Income Composite Index:
Merrill Lynch High Yield Master II Index for the high yield category,
Lehman Brothers Government Bond Index for the U.S. Government and
investment grade category, Salomon Brothers Non-U.S. Dollar World
Government Bond Index for the foreign developed markets category, and
J.P. Morgan Emerging Markets Bond Index Plus for the emerging markets
category. The index weightings of the Fidelity Strategic Income
Composite Index are rebalanced monthly.

       MERRILL LYNCH HIGH YIELD MASTER II INDEX    is a market
value-weighted index of all domestic and yankee high-yield bonds,
including deferred interest bonds and payment-in-kind securities.
Issues included in the index have maturities of one year or more and
have a credit rating lower than BBB-/Baa3, but are not in default.
Issues must have an outstanding par value of at least $50 million to
be included in the index.

THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND IN THE
"PERFORMANCE" SECTION BEGINNING ON PAGE 139.

Each of Advisor TechnoQuant Growth, Advisor Value Strategies, Advisor
Retirement Growth, Advisor Equity Growth, Advisor Large Cap, Advisor
Dividend Growth, Advisor Growth Opportunities, Advisor Growth &
Income, Advisor Equity Income, Advisor Asset Allocation, and Advisor
Balanced may compare its performance to that of the Standard & Poor's
500 Index, a market capitalization-weighted index of common stocks.

Advisor Value Strategies may compare its performance to that of the
Russell MidCap Value Index, a market capitalization-weighted index of
medium-capitalization stocks determined by Russell to be value stocks
as measured by their lower price-to-book ratios and lower forecasted
growth values.

   Each of     Advisor High Yield    and Advisor Strategic Income
may compare its performance to that of the Merrill Lynch High Yield
Master II Index, a market value-weighted index of all domestic and
yankee high-yield bonds, including deferred interest bonds and
payment-in-kind securities. Issues included in the index have
maturities of one year or more and have a credit rating lower than
BBB-/Baa3, but are not in default. Issues must have an outstanding par
value of at least $50 million to be included in the index.

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"MANAGEMENT CONTRACTS" SECTION ON PAGE 164.

The group fee rate is calculated on a cumulative basis pursuant to the
graduated fee rate schedule shown above on the left. The schedule
above on the right shows the effective annual group fee rate at
various asset levels, which is the result of cumulatively applying the
annualized rates on the left. For example, the effective annual fee
rate at $669 billion of group net assets - the approximate level for
December 1998 - was 0.2863%, which is the weighted average of the
respective fee rates for each level of group net assets up to $669
billion.

THE FOLLOWING INFORMATION REPLACES THE FOURTH AND FIFTH PARAGRAPHS
FOUND IN THE "MANAGEMENT CONTRACTS" SECTION ON PAGE 165 .

COMPUTING THE PERFORMANCE ADJUSTMENT. The basic fee for each of
Advisor Overseas and Advisor Growth Opportunities is subject to upward
or downward adjustment, depending upon whether, and to what extent,
the fund's investment performance for the performance period exceeds,
or is exceeded by, the record over the same period of the S&P 500 for
Advisor Growth Opportunities or the cap-weighted EAFE for Overseas.
The performance period consists of the most recent month plus the
previous 35 months.

The basic fee for Advisor Value Strategies is subject to downward
adjustment, depending on whether, and to what extent, the fund's
investment performance for the performance period is exceeded by the
record over the same period of the S&P 500. The performance period
consists of the most recent month plus the previous 35 months. After
December 31, 2000, no performance adjustment will be applied to the
basic fee for Advisor Value Strategies.

Each percentage point of difference, calculated to the nearest 0.01%
(for Advisor Overseas, Advisor Value Strategies, and Advisor Growth
Opportunities) (up to a maximum difference of (plus/minus)10.00 for
Advisor Overseas and Advisor Growth Opportunities and -10.00 for
Advisor Value Strategies) is multiplied by a performance adjustment
rate of 0.02%.

THE FOLLOWING INFORMATION REPLACES THE SEVENTH AND EIGHTH PARAGRAPHS
FOUND IN THE "MANAGEMENT CONTRACTS" SECTION ON PAGE 165.

The performance comparison is made at the end of each month. One
twelfth (1/12) of this rate is then applied to each fund's average net
assets throughout the month, giving a dollar amount which will be
added to (or subtracted from) the basic fee for Advisor Overseas and
Advisor Growth Opportunities or subtracted from the basic fee for
Advisor Value Strategies.

The maximum annualized performance adjustment rate is
(plus/minus)0.20% for Advisor Overseas and Advisor Growth
Opportunities and -0.20% for Advisor Value Strategies of a fund's
average net assets over the performance period.

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"MANAGEMENT CONTRACTS" SECTION ON PAGE 166.

<TABLE>
<CAPTION>
<S>                         <C>                <C>                     <C>
                            FISCAL YEAR ENDED  PERFORMANCE ADJUSTMENT  MANAGEMENT FEES PAID TO FMR

ADVISOR VALUE STRATEGIES##

1998                        11/30                1,343,174 (downward)    2,375,350*

1/1/97 - 11/30/97           11/30                1,112,763 (downward)    2,293,268*

1996                        12/31                962,281 (downward)      3,621,407*

1995                        12/31                91,269 (upward)         3,510,812*

</TABLE>

* Including the amount of the performance adjustment.

## Prior to July 1, 1999, Advisor Value Strategies paid FMR a monthly
management fee with two components: a basic fee and a performance
adjustment. The basic fee was subject to upward or downward
adjustment, depending on whether, and to what extent, the fund's
investment performance for the performance period exceeded, or was
exceeded by, the record over the same period of the S&P 500. The
maximum annualized performance adjustment rate was (plus/minus)0.20%
of the fund's average net assets over the performance period.

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND UNDER THE
HEADING "SUB-ADVISERS" IN THE "MANAGEMENT CONTRACTS" SECTION ON PAGE
168.

On behalf of Advisor TechnoQuant Growth, Advisor Small Cap, Advisor
Value Strategies, Advisor Mid Cap, Advisor Retirement Growth, Advisor
Equity Growth, Advisor Large Cap, Advisor Dividend Growth, Advisor
Growth Opportunities, Advisor Growth & Income, Advisor Equity Income,
Advisor Asset Allocation, Advisor Balanced, Advisor High Yield,
Advisor Mortgage Securities, Advisor Intermediate Bond, and Advisor
Short Fixed-Income, FMR has entered into sub-advisory agreements with
FMR U.K. and FMR Far East. On behalf of Advisor Latin America and
Advisor Europe Capital Appreciation, FMR has entered into sub-advisory
agreements with FMR U.K., FMR Far East, and FIAA. FIAA, in turn, has
entered into a sub-advisory agreement with FIAA(U.K.)L. On behalf of
Advisor Japan, Advisor International Capital Appreciation, Advisor
Overseas, Advisor Diversified International, Advisor Global Equity,
Advisor Emerging Markets Income, and Advisor Strategic Income, FMR has
entered into sub-advisory agreements with FMR U.K., FMR Far East, FIJ,
and FIIA. FIIA, in turn, has entered into a sub-advisory agreement
with FIIA(U.K.)L. Pursuant to the sub-advisory agreements, FMR may
receive investment advice and research services outside the United
States from the sub-advisers.

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND UNDER THE
HEADING "SUB-ADVISERS" IN THE "MANAGEMENT CONTRACTS" SECTION ON PAGE
168.

For providing discretionary investment management and executing
portfolio transactions, the sub-advisers are compensated as follows:

(small solid bullet) FMR pays FMR U.K. and FMR Far East a fee equal to
50% of its monthly management fee (including any performance
adjustment) with respect to the fund's average net assets managed by
the sub-adviser on a discretionary basis.

(small solid bullet) FMR pays FIJ and FIIA a fee equal to 57% of its
monthly management fee (including performance adjustment) with respect
to the fund's average net assets managed by the sub-adviser on a
discretionary basis.

(small solid bullet) FIIA pays FIIA(U.K.)L a fee equal to 110% of
FIIA(U.K.)L's costs incurred in connection with providing
discretionary investment management services.

THE FOLLOWING INFORMATION REPLACES THE SECOND AND EIGHTH PARAGRAPHS
FOUND IN THE "TRANSFER AND SERVICE AGENT AGREEMENTS" SECTION ON PAGE
182.

Each class of Advisor Municipal Income and Advisor Intermediate
Municipal Income has entered into a transfer agent agreement with
Citibank, N.A., which is located at 111 Wall Street, New York, New
York. Under the terms of the agreements, Citibank, N.A. provides
transfer agency, dividend disbursing, and shareholder services for
each class of each fund. Citibank, N.A. in turn has entered into
sub-transfer agent agreements with FIIOC. Under the terms of the
sub-agreements, FIIOC performs all processing activities associated
with providing these services for each class of each fund and receives
all related transfer agency fees paid to Citibank, N.A.

Each of Advisor Municipal Income and Advisor Intermediate Municipal
Income has also entered into a service agent agreement with Citibank,
N.A. Under the terms of the agreements, Citibank, N.A. provides
pricing and bookkeeping services for each fund. Citibank, N.A. in turn
has entered into sub-service agent agreements with FSC. Under the
terms of the sub-agreements, FSC performs all processing activities
associated with providing these services, including calculating the
NAV and dividends for each class of each fund and maintaining each
fund's portfolio and general accounting records, and receives all
related pricing and bookkeeping fees paid to Citibank, N.A.

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"DESCRIPTION OF THE TRUSTS" SECTION ON PAGE 185.

CUSTODIANS. Brown Brothers Harriman & Co., 40 Water Street, Boston,
Massachusetts, is custodian of the assets of Advisor International
Capital Appreciation, Advisor Mid Cap, Advisor Growth Opportunities,
   Advisor Value Strategies    , and Advisor Large Cap. State Street
Bank and Trust Company, 1776 Heritage Drive, Quincy, Massachusetts, is
custodian of the assets of Advisor Latin America, Advisor Japan,
Advisor Europe Capital Appreciation, Advisor Diversified
International, Advisor Global Equity, Advisor Small Cap, Advisor
Retirement Growth, Advisor Dividend Growth, and Advisor Asset
Allocation. The Chase Manhattan Bank, 1 Chase Manhattan Plaza, New
York, New York, is custodian of the assets of Advisor TechnoQuant
Growth, Advisor Overseas, Advisor Equity Growth, Advisor Growth &
Income, Advisor Equity Income, Advisor Balanced, and Advisor Emerging
Markets Income. The Bank of New York, 110 Washington Street, New York,
New York, is custodian of the assets of Advisor High Yield, Advisor
Strategic Income, Advisor Government Investment, Advisor Intermediate
Bond, Advisor Mortgage Securities and Advisor Short Fixed-Income.
   Citibank, N.A., 111 Wall Street, New York, New York    , is
custodian of the assets of Advisor Municipal Income and Advisor
Intermediate Municipal Income. Each custodian is responsible for the
safekeeping of a fund's assets and the appointment of subcustodian
banks and clearing agencies. The Bank of New York and The Chase
Manhattan Bank, each headquartered in New York, also may serve as
special purpose custodians of certain assets in connection with
repurchase agreement transactions.

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND UNDER THE
HEADING "AUDITORS" IN THE "DESCRIPTION OF THE TRUSTS" SECTION ON PAGE
186.

Deloitte & Touche LLP, 200 Berkeley Street, Boston, Massachusetts
serves as independent accountant for Advisor Europe Capital
Appreciation. The auditor examines financial statements for the fund
and provides other audit, tax, and related services.

Effective February 18, 1999, Deloitte & Touche LLP, 200 Berkeley
Street, Boston, Massachusetts, serves as independent accountant for
Advisor International Capital Appreciation, Advisor TechnoQuant
Growth, Advisor Value Strategies, Advisor Mid Cap, Advisor Equity
Growth, Advisor Large Cap, Advisor Growth Opportunities, Advisor
Growth & Income, Advisor Equity Income, Advisor Balanced, Advisor High
Yield, Advisor Strategic Income, Advisor Government Investment, and
Advisor Short Fixed-Income for the next fiscal period. The auditor
examines financial statements for the funds and provides other audit,
tax, and related services.





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