FIDELITY PURITAN TRUST
485APOS, 1994-07-05
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT (No. 2-11884)
      UNDER THE SECURITIES ACT OF 1933     [  ]   
 
                                                  
 
      Pre-Effective Amendment No.          [  ]   
 
                                                  
 
      Post-Effective Amendment No.   108   [x]    
 
and
REGISTRATION STATEMENT UNDER THE INVESTMENT          
 
                      COMPANY ACT OF 1940     [x]    
 
                                                     
 
          Amendment No.                       [  ]   
 
Fidelity Puritan Trust          
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, MA  02109        
(Address Of Principal Executive Offices)
Registrant's Telephone Number:  (617) 570-7000       
Arthur S. Loring, Secretary
82 Devonshire Street,
Boston, Massachusetts 02109         
(Name and Address of Agent for Service)
It is proposed that this filing will become effective: 
 (  ) Immediately upon filing pursuant to paragraph (b)
 (  ) On             pursuant to paragraph (b) of Rule 485
 (  ) 60 days after filing pursuant to paragraph (a) of Rule 485
 (x) September 23, 1994 pursuant to paragraph (a) of Rule 485
Registrant has filed a declaration pursuant to Rule 24f-2 under the
Investment Company Act of 1940 and intends to file the notice required by
such Rule before September 30, 1994.
Page 1 of _____
 
FIDELITY PURITAN TRUST:
FIDELITY LOW-PRICED STOCK FUND
CROSS REFERENCE SHEET
FORM N-1A
ITEM NUMBER PROSPECTUS SECTION
 
<TABLE>
<CAPTION>
<S>                                     <C>                                                   
1...................................    Cover Page                                            
...                                                                                           
 
2a..................................    Expenses                                              
..                                                                                            
 
  b,                                    Contents; The Fund at a Glance; Who May Want to       
c................................       Invest                                                
 
3 a...............................      Financial Highlights                                  
 
  b................................     *                                                     
 
  c,                                    Performance                                           
d................................                                                             
 
4a                                      Charter                                               
i.................................                                                            
 
                                        The Fund at a Glance; Investment Principles and       
ii...............................       Risks                                                 
 
b...................................    Investment Princliples and Risks                      
..                                                                                            
 
                                        Who May Want to Invest; Investment Principles and     
c....................................   Risks                                                 
 
5a..................................    Charter                                               
..                                                                                            
 
b(i)................................    Cover Page, The Fund at a Glance, Doing Business      
                                        with Fidelity; Charter                                
 
                                        Charter                                               
(ii)..............................                                                            
 
     (iii)...........................   Expenses; Breakdown of Expenses                       
 
  c,                                    Charter; Breakdown of Expenses, Cover page            
d................................                                                             
 
                                        Cover Page; Charter                                   
e....................................                                                         
 
                                        Expenses                                              
f....................................                                                         
 
g(i)................................    Charter                                               
..                                                                                            
 
(ii).................................   *                                                     
..                                                                                            
 
5A.................................     Performance                                           
.                                                                                             
 
6a                                      Charter                                               
i.................................                                                            
 
                                        How to Buy Shares; How to Sell Shares; Transaction    
ii................................      Details; Exchange Restrictions                        
 
                                        Charter                                               
iii...............................                                                            
 
                                        Charter                                               
b...................................                                                          
.                                                                                             
 
                                        Transaction Details; Exchange Restrictions            
c....................................                                                         
 
                                        *                                                     
d...................................                                                          
.                                                                                             
 
                                        Doing Business with Fidelity; How to Buy Shares;      
e....................................   How to Sell Shares; Investor Services                 
 
f,g.................................    Dividends, Capital Gains, and Taxes                   
..                                                                                            
 
7a..................................    Cover Page; Charter                                   
..                                                                                            
 
                                        Expenses; How to Buy Shares; Transaction Details      
b...................................                                                          
.                                                                                             
 
                                        Sales Charge Reductions and Waivers                   
c....................................                                                         
 
                                        How to Buy Shares                                     
d...................................                                                          
.                                                                                             
 
                                        *                                                     
e....................................                                                         
 
  f ................................    Breakdown of Expenses                                 
 
8...................................    How to Sell Shares; Investor Services; Transaction    
...                                     Details; Exchange Restrictions                        
 
9...................................    *                                                     
...                                                                                           
 
</TABLE>
 
*  Not Applicable
FIDELITY PURITAN TRUST:
FIDELITY LOW-PRICED STOCK FUND
CROSS REFERENCE SHEET
(continued)
FORM N-1A
ITEM NUMBER  STATEMENT OF ADDITIONAL INFORMATION SECTION
 
<TABLE>
<CAPTION>
<S>                                    <C>                                                
10,   11..........................     Cover Page                                         
 
12..................................   Description of the Trust                           
..                                                                                        
 
13a -                                  Investment Policies and Limitations                
c............................                                                             
 
                                       Portfolio Transactions                             
d..................................                                                       
 
14a -                                  Trustees and Officers                              
c............................                                                             
 
15a,                                   *                                                  
b..............................                                                           
 
                                       Trustees and Officers                              
c..................................                                                       
 
16a                                    FMR; Portfolio Transactions                        
i................................                                                         
 
                                       Trustees and Officers                              
ii..............................                                                          
 
                                       Management Contract                                
iii.............................                                                          
 
                                       Management Contract                                
b.................................                                                        
 
     c,                                Contracts with Companies Affiliated with FMR       
d.............................                                                            
 
     e -                               *                                                  
g...........................                                                              
 
                                       Description of the Trust                           
h.................................                                                        
 
                                       Contracts with Companies Affiliated with FMR       
i.................................                                                        
 
17a -                                  Portfolio Transactions                             
c............................                                                             
 
                                       *                                                  
d,e..............................                                                         
 
18a................................    Description of the Trust                           
..                                                                                        
 
                                       *                                                  
b.................................                                                        
 
19a................................    Additional Purchase and Redemption Information     
..                                                                                        
 
                                       Additional Purchase and Redemption Information;    
b..................................    Valuation of Portfolio Securities                  
 
                                       *                                                  
c..................................                                                       
 
20..................................   Distributions and Taxes                            
..                                                                                        
 
21a,                                   Contracts with Companies Affiliated with FMR       
b..............................                                                           
 
                                       *                                                  
c.................................                                                        
 
22..................................   Performance                                        
..                                                                                        
 
23..................................   Financial Statements                               
..                                                                                        
 
</TABLE>
 
* Not Applicable
 
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how the fund
invests and the services available to shareholders.
A Statement of Additional Information dated September 23, 1994 has been
filed with the Securities and Exchange Commission, and is incorporated
herein by reference (is legally considered a part of this prospectus). The
Statement of Additional Information is available free upon request by
calling Fidelity at 1-800-544-8888.
Mutual fund shares are not deposits or obligations of, or guaranteed by,
any depository institution. Shares are not insured by the FDIC, the Federal
Reserve Board, or any other agency, and are subject to investment risk,
including the possible loss of principal.
 
LIKE ALL MUTUAL 
FUNDS, THESE 
SECURITIES HAVE NOT 
BEEN APPROVED OR 
DISAPPROVED BY THE 
SECURITIES AND 
EXCHANGE 
COMMISSION OR ANY 
STATE SECURITIES 
COMMISSION, NOR HAS 
THE SECURITIES AND 
EXCHANGE 
COMMISSION OR ANY 
STATE SECURITIES 
COMMISSION PASSED 
UPON THE ACCURACY 
OR ADEQUACY OF THIS 
PROSPECTUS. ANY 
REPRESENTATION TO 
THE CONTRARY IS A 
CRIMINAL OFFENSE.
LPS-pro-994
 
   
FIDELITY 
LOW-PRICED 
STOCK FUND
   
   
Low-Priced Stock is a growth fund. It seeks to increase the value of your
investment over the long term by investing mainly in low-priced stocks.
PROSPECTUS
SEPTEMBER 23, 1994(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
CONTENTS
 
 
 
KEY FACTS                  THE FUND AT A GLANCE                  
 
                           WHO MAY WANT TO INVEST                
 
                           EXPENSES The fund's sales             
                           charge (load) and its yearly          
                           operating expenses.                   
 
                           FINANCIAL HIGHLIGHTS A summary        
                           of the fund's financial data.         
 
                           PERFORMANCE How the fund has          
                           done over time.                       
 
THE FUND IN DETAIL   9     CHARTER How the fund is               
                           organized.                            
 
                     9     INVESTMENT PRINCIPLES AND RISKS       
                           The fund's overall approach to        
                           investing.                            
 
                     12    BREAKDOWN OF EXPENSES How             
                           operating costs are calculated and    
                           what they include.                    
 
YOUR ACCOUNT               DOING BUSINESS WITH FIDELITY          
 
                           TYPES OF ACCOUNTS Different           
                           ways to set up your account,          
                           including tax-sheltered retirement    
                           plans.                                
 
                           HOW TO BUY SHARES Opening an          
                           account and making additional         
                           investments.                          
 
                           HOW TO SELL SHARES Taking money       
                           out and closing your account.         
 
                           INVESTOR SERVICES  Services to        
                           help you manage your account.         
 
SHAREHOLDER AND            DIVIDENDS, CAPITAL GAINS, AND         
ACCOUNT POLICIES           TAXES                                 
 
                           TRANSACTION DETAILS Share price       
                           calculations and the timing of        
                           purchases and redemptions.            
 
                           EXCHANGE RESTRICTIONS                 
 
                           SALES CHARGE REDUCTIONS AND           
                           WAIVERS                               
 
KEY FACTS
 
 
THE FUND AT A GLANCE
GOAL: Capital appreciation (increase in the value of the fund's shares). 
As with any mutual fund, there is no assurance that the fund will achieve
its goal. 
STRATEGY: Invests mainly in low-priced stocks ($25 or less at time of
purchase).
MANAGEMENT: Fidelity Management & Research Company (FMR) is the
management arm of Fidelity Investments, which was established in 1946 and
is now America's largest mutual fund manager. Foreign affiliates of FMR may
help choose investments for the fund.
SIZE: As of July 31, 1994, the fund had over $__ billion in assets. 
WHO MAY WANT TO INVEST
The fund may be appropriate for investors who are willing to ride out stock
market fluctuations in pursuit of potentially high long-term returns. The
fund is designed for aggressive investors who believe low-priced stocks may
be undervalued and offer the potential for growth. The fund's strategy
often leads to investments in smaller, less well-known, or overlooked
companies and may involve more risk than investing in larger,
well-established companies. The fund does not invest for income, and is not
in itself a balanced investment plan.
Over time, stocks have shown greater growth potential than other types of
securities. In the shorter term, however, stock prices can fluctuate
dramatically in response to company, market, or economic news. When you
sell your fund shares, they may be worth more or less than what you paid
for them.
THE SPECTRUM OF 
FIDELITY FUNDS 
Broad categories of Fidelity 
funds are presented here in 
order of ascending risk. 
Generally, investors seeking 
to maximize return must 
assume greater risk. 
Low-Priced Stock is in the 
GROWTH category.
(bullet) MONEY MARKET Seeks 
income and stability by 
investing in high-quality, 
short-term investments.
(bullet) INCOME Seeks income by 
investing in bonds. 
(bullet) GROWTH AND INCOME 
Seeks long-term growth and 
income by investing in stocks 
and bonds.
(arrow) GROWTH Seeks long-term 
growth by investing mainly in 
stocks.
(checkmark)
EXPENSES 
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy or sell
shares of a fund. See pages  and -30 for an explanation of how and when
these charges apply.  Lower sales charges may be available for accounts
over $250,000.
Maximum sales charge on purchases
(as a % of offering price) 3.00%
Maximum sales charge on
reinvested distributions None
Deferred sales charge on redemptions None
Redemption fee (as a % of amount redeemed
on shares held less than 90 days) 1.5%
Exchange fee None
ANNUAL FUND OPERATING EXPENSES are paid out of the fund's assets. The fund
pays a management fee that varies based on its performance. It also incurs
other expenses for services such as maintaining shareholder records and
furnishing shareholder statements and financial reports. The fund's
expenses are factored into its share price or dividends and are not charged
directly to shareholder accounts (see page 12).
The following are projections based on historical expenses, and are
calculated as a percentage of average net assets. A portion of the
brokerage commissions that the fund paid was used to reduce fund expenses.
Without this reduction, the total fund operating expenses would have been
__%.
Management fee                  %      
 
12b-1 fee                       None   
 
Other expenses                  %      
 
Total fund operating expenses   %      
 
EXAMPLES: Let's say, hypothetically, that the fund's annual return is 5%
and that its operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses if you
close your account after the number of years indicated:
After 1 year     $    
 
After 3 years    $    
 
After 5 years    $    
 
After 10 years   $    
 
These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.
UNDERSTANDING
EXPENSES
Operating a mutual fund 
involves a variety of 
expenses for portfolio 
management, shareholder 
statements, tax reporting, and 
other services. As an 
investor, you pay some of 
these costs directly (for 
example, the fund's 3% sales 
charge). Others are paid from 
the fund's assets; the effect 
of these other expenses is 
already factored into any 
quoted share price or return.
(checkmark)
FINANCIAL HIGHLIGHTS
The table that follows is included in the fund's Annual Report and has been
audited by Coopers & Lybrand, independent accountants. Their report on
the financial statements and financial highlights is included in the Annual
Report. The financial statements and financial highlights are incorporated
by reference into (are legally a part of) the fund's Statement of
Additional Information.
[Financial Highlights to be filed by subsequent amendment.]
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN. The total
returns that follow are based on historical fund results and do not reflect
the effect of taxes.
The fund's fiscal year runs from August 1 through July 31. The tables below
show the fund's performance over past fiscal years compared to two
measures: investing in a broad selection of stocks (Russell 2000), and not
investing at all (inflation, or CPI). To help you compare this fund to
other funds, the chart on page 7 displays calendar-year performance.
AVERAGE ANNUAL TOTAL RETURNS
Fiscal periods            Past    Life    
ended                     1       of      
    July 31, 1994         year    fund    
                                  A       
 
Low-Priced                
Stock                     
 
Low-Priced                 
Stock                      
(load adj.B)               
 
Russell 2000               
 
Consumer                
Price                   
Index                   
 
CUMULATIVE TOTAL RETURNS
Fiscal periods            Past    Life    
ended                     1       of      
    July 31, 1994         year    fund    
                                  A       
 
Low-Priced                
Stock                     
 
Low-Priced                 
Stock                      
(load adj.B)               
 
Russell 2000               
 
Consumer                  
Price                     
Index                     
 
A FROM DECEMBER 27, 1989
B LOAD-ADJUSTED RETURNS INCLUDE THE EFFECT OF PAYING THE FUND'S 3% SALES
CHARGE 
 
UNDERSTANDING
PERFORMANCE
Because this fund invests in 
stocks, its performance is 
related to that of the overall 
stock market. Historically, 
stock market performance 
has been characterized by 
volatility in the short run and 
growth in the long run. You 
can see these two 
characteristics reflected in the 
fund's performance; the 
year-by-year total returns on 
page 7 show that short-term 
returns can vary widely, while 
the returns at left show 
long-term growth. 
(checkmark)
EXAMPLE: Let's say, hypothetically, that an investor put $10,000 in the
fund on December 27, 1989. From that date through July 31, 1994, the fund's
total return, including the effect of paying the 3% sales charge, was
____%. That $10,000 would have grown to $____ (the initial investment plus
____% of $10,000).
$10,000 OVER LIFE OF FUND
 Fiscal years 1989 1991 1993
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
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Row: 10, Col: 1, Value: nil
Row: 11, Col: 1, Value: nil
Row: 12, Col: 1, Value: nil
Row: 13, Col: 1, Value: nil
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Row: 15, Col: 1, Value: nil
Row: 16, Col: 1, Value: nil
Row: 17, Col: 1, Value: nil
Row: 18, Col: 1, Value: nil
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Row: 33, Col: 1, Value: nil
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Row: 37, Col: 1, Value: nil
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Row: 43, Col: 1, Value: nil
Row: 44, Col: 1, Value: nil
Row: 45, Col: 1, Value: nil
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Row: 47, Col: 1, Value: nil
Row: 48, Col: 1, Value: nil
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Row: 50, Col: 1, Value: nil
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Row: 56, Col: 1, Value: nil
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Row: 58, Col: 1, Value: nil
Row: 59, Col: 1, Value: nil
Row: 60, Col: 1, Value: 0.0
Row: 61, Col: 1, Value: 0.0
Row: 62, Col: 1, Value: 0.0
Row: 63, Col: 1, Value: 0.0
Row: 64, Col: 1, Value: 0.0
Row: 65, Col: 1, Value: 0.0
Row: 66, Col: 1, Value: 0.0
Row: 67, Col: 1, Value: 0.0
Row: 68, Col: 1, Value: 0.0
Row: 69, Col: 1, Value: 0.0
Row: 70, Col: 1, Value: 0.0
Row: 71, Col: 1, Value: 0.0
Row: 72, Col: 1, Value: 0.0
Row: 73, Col: 1, Value: 0.0
Row: 74, Col: 1, Value: 0.0
Row: 75, Col: 1, Value: 0.0
Row: 76, Col: 1, Value: 0.0
Row: 77, Col: 1, Value: 0.0
Row: 78, Col: 1, Value: 0.0
Row: 79, Col: 1, Value: 0.0
Row: 80, Col: 1, Value: 0.0
Row: 81, Col: 1, Value: 0.0
Row: 82, Col: 1, Value: 0.0
Row: 83, Col: 1, Value: 0.0
Row: 84, Col: 1, Value: 0.0
Row: 85, Col: 1, Value: 0.0
Row: 86, Col: 1, Value: 0.0
Row: 87, Col: 1, Value: 0.0
Row: 88, Col: 1, Value: 0.0
Row: 89, Col: 1, Value: 0.0
Row: 90, Col: 1, Value: 0.0
Row: 91, Col: 1, Value: 0.0
Row: 92, Col: 1, Value: 0.0
Row: 93, Col: 1, Value: 0.0
Row: 94, Col: 1, Value: 0.0
Row: 95, Col: 1, Value: 0.0
Row: 96, Col: 1, Value: 0.0
Row: 97, Col: 1, Value: 0.0
Row: 98, Col: 1, Value: 0.0
Row: 99, Col: 1, Value: 0.0
Row: 100, Col: 1, Value: 0.0
Row: 101, Col: 1, Value: 0.0
Row: 102, Col: 1, Value: 0.0
Row: 103, Col: 1, Value: 0.0
Row: 104, Col: 1, Value: 0.0
Row: 105, Col: 1, Value: 0.0
Row: 106, Col: 1, Value: 0.0
Row: 107, Col: 1, Value: 0.0
Row: 108, Col: 1, Value: 0.0
Row: 109, Col: 1, Value: 0.0
Row: 110, Col: 1, Value: 0.0
Row: 111, Col: 1, Value: 0.0
Row: 112, Col: 1, Value: 0.0
Row: 113, Col: 1, Value: 0.0
Row: 114, Col: 1, Value: 0.0
Row: 115, Col: 1, Value: 0.0
Row: 116, Col: 1, Value: 0.0
Row: 117, Col: 1, Value: 0.0
Row: 118, Col: 1, Value: 0.0
Row: 119, Col: 1, Value: 0.0
Row: 120, Col: 1, Value: 0.0
$
$_____
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in the fund over a
given period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results.
 
RUSSELL 2000(registered trademark) is a broad index of small capitalization
stocks. The Russell 2000 figures assume reinvestment of all dividends paid
by stocks included in the index. They do not, however, include any
allowance for the brokerage commissions or other fees you would pay if you
actually invested in those stocks.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. government.
THE COMPETITIVE FUNDS AVERAGE is the Lipper Growth Funds Average, which
currently reflects the performance of over ___ mutual funds with similar
objectives. This average, which assumes reinvestment of distributions, is
published by Lipper Analytical Services, Inc.
YEAR-BY-YEAR TOTAL RETURNS
Calendar years 1989 1990 1991 1992 1993
Low-Priced Stock % % % % %
Competitive funds average % % % % %
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 1, Col: 2, Value: nil
Row: 2, Col: 1, Value: nil
Row: 2, Col: 2, Value: nil
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Row: 4, Col: 1, Value: nil
Row: 4, Col: 2, Value: nil
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Row: 6, Col: 1, Value: nil
Row: 6, Col: 2, Value: nil
Row: 7, Col: 1, Value: nil
Row: 7, Col: 2, Value: nil
Row: 8, Col: 1, Value: nil
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Row: 9, Col: 1, Value: nil
Row: 9, Col: 2, Value: nil
Row: 10, Col: 1, Value: nil
Row: 10, Col: 2, Value: nil
 Low-Priced 
Stock
 Competitive
funds 
average
   
Other illustrations of fund performance may show moving averages over
specified periods.
The fund's recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance or a free annual report, call 1-800-544-8888.
TOTAL RETURNS ARE BASED ON PAST RESULTS AND ARE NOT AN INDICATION OF FUTURE
PERFORMANCE.
THE FUND IN DETAIL
 
 
CHARTER 
 LOW-PRICED STOCK IS A MUTUAL FUND: an investment that pools shareholders'
money and invests it toward a specified goal. In technical terms, the fund
is currently a diversified fund of Fidelity Puritan Trust, an open-end
management investment company organized as a Massachusetts business trust
on October 1, 1984. 
THE FUND IS GOVERNED BY A BOARD OF TRUSTEES, which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the fund's activities,
review contractual arrangements with companies that provide services to the
fund, and review performance. The majority of trustees are not otherwise
affiliated with Fidelity. 
THE FUND MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These meetings
may be called to elect or remove trustees, change fundamental policies,
approve a management contract, or for other purposes. Shareholders not
attending these meetings are encouraged to vote by proxy. Fidelity will
mail proxy materials in advance, including a voting card and information
about the proposals to be voted on. The number of votes you are entitled to
is based upon the dollar value of your investment.
FMR AND ITS AFFILIATES 
The fund is managed by FMR, which chooses the fund's investments and
handles its business affairs. Fidelity Management & Research (U.K.)
Inc. (FMR U.K.), in London, England, and Fidelity Management & Research
(Far East) Inc. (FMR Far East), in Tokyo, Japan, assist FMR with foreign
investments.
Joel Tillinghast is manager and vice president of Low-Priced Stock, which
he has managed since December 1989. Previously, he was an assistant on OTC
and an analyst for the personal care product, appliance, natural gas, coal
and tobacco industries. He joined Fidelity in 1986.
Fidelity Distributors Corporation (FDC) distributes and markets Fidelity's
funds and services. Fidelity Service Co. (FSC) performs transfer agent
servicing functions for the fund.
FMR Corp. is the parent company of these organizations. Through ownership
of voting common stock, Edward C. Johnson 3d (President and a trustee of
the trust), Johnson family members, and various trusts for the benefit of
the Johnson family form a controlling group with respect to FMR Corp. 
A broker-dealer may use a portion of the commissions paid by the fund to
reduce the fund's custodian or transfer agent fees. FMR may use its
broker-dealer affiliates and other firms that sell fund shares to carry out
the fund's transactions, provided that the fund receives brokerage services
and commission rates comparable to those of other broker-dealers. 
INVESTMENT PRINCIPLES AND RISKS
THE FUND SEEKS CAPITAL APPRECIATION by investing primarily in low-priced
common and preferred stocks. FMR normally invests at least 65% of the
fund's total asset in these securities.
Low-priced securities are those that are priced at or below $25 per share
at the time of the fund's investment. Securities whose price rises above
$25 after purchase continue to be considered low-priced for purposes of the
65% policy. For convertible preferred stocks, FMR may consider the price of
the security itself or the price of the security into which it is
convertible.
FMR believes that domestic and foreign low-priced stocks may offer
significant growth potential, are often undervalued because they are
overlooked by many investors, or because the public is overly pessimistic
about the company's prospects. The fund's strategy can lead to investments
in smaller companies, which carry more risk than larger companies.
Generally, small companies rely on limited product lines and markets,
financial resources, or other factors and this may make them more
susceptible to setbacks or downturns. In addition, some issuers of
low-priced securities may be bankrupt, financially distressed, or involved
in liquidation, reorganization, or recapitilization. As a result, their
stock prices may be particularly volatile.
Stock values fluctuate in response to the activities of individual
companies and general market and economic conditions. 
The fund spreads investment risk by limiting its holdings in any one
company or industry. FMR may use various investment techniques to hedge the
fund's risks, but there is no guarantee that these strategies will work as
FMR intends. When you sell your shares, they may be worth more or less than
what you paid for them.
FMR normally invests the fund's assets according to its investment
strategy. The fund also reserves the right to invest without limitation in
preferred stocks and investment-grade debt instruments for temporary,
defensive purposes.
SECURITIES AND INVESTMENT PRACTICES 
The following pages contain more detailed information about types of
instruments in which the fund may invest, and strategies FMR may employ in
pursuit of the fund's investment objective. A summary of risks and
restrictions associated with these instrument types and investment
practices is included as well. Policies and limitations are considered at
the time of purchase; the sale of instruments is not required in the event
of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques to
the full extent permitted unless it believes that doing so will help the
fund achieve its goal. As a shareholder, you will receive financial reports
every six months detailing fund holdings and describing recent investment
activities. 
EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. Although equity securities
have a history of long-term growth in value, their prices fluctuate based
on changes in a company's financial condition and overall market and
economic conditions. Smaller companies are especially sensitive to these
factors.
RESTRICTIONS: With respect to 75% of total assets, the fund may not own
more than 10% of the outstanding voting securities of a single issuer.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. Debt
securities, loans, and other direct debt have varying degrees of quality
and varying levels of sensitivity to changes in interest rates. Longer-term
bonds are generally more sensitive to interest rate changes than short-term
bonds.
RESTRICTIONS: The fund does not currently intend to invest more than 5% of
its assets in lower-quality debt securities, sometimes called "junk bonds"
(those rated below Baa by Moody's Investors Service, Inc. or BBB by
Standard & Poor's Corporation, and unrated securities judged by FMR to
be of equivalent quality).
FOREIGN SECURITIES and foreign currencies may involve additional risks.
These include currency fluctuations, risks relating to political or
economic conditions in the foreign country, and the potentially less
stringent investor protection and disclosure standards of foreign markets.
In addition to the political and economic factors that can affect foreign
securities, a governmental issuer may be unwilling to repay principal and
interest when due, and may require that the conditions for payment be
renegotiated. These factors could make foreign investments, especially
those in developing countries, more volatile.
ADJUSTING INVESTMENT EXPOSURE. The fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, commodity prices, or other factors that
affect security values. These techniques may involve derivative
transactions such as buying and selling options and futures contracts,
entering into currency exchange contracts or swap agreements, and
purchasing indexed securities.
FMR can use these practices to adjust the risk and return characteristics
of the fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with the
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of the fund and may involve a small investment
of cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised. 
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund buys a security
at one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent. 
ILLIQUID AND RESTRICTED SECURITIES Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of other securities, including illiquid securities, may be subject
to legal restrictions. Difficulty in selling securities may result in a
loss or may be costly to the fund. 
RESTRICTIONS: The fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities. 
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry.
RESTRICTIONS: With respect to 75% of total assets, the fund may not invest
more than 5% of its total assets in any one issuer. The fund may not invest
more than 25% of its total assets in any one industry. These limitations do
not apply to U.S. government securities.
BORROWING. The fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If the fund borrows money,
its share price may be subject to greater fluctuation until the borrowing
is paid off. If the fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: The fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 33% of its total assets. 
LENDING. Lending securities to broker-dealers and institutions, including
Fidelity Brokerage Services, Inc.(FBSI), an affiliate of FMR, is a means of
earning income. This practice could result in a loss or a delay in
recovering the fund's securities. The fund may also lend money to other
funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 33% of the fund's
total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraph restates all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraph, can be changed without shareholder approval. 
The fund seeks capital appreciation by investing primarily in a diversified
portfolio of low-priced common stocks. With respect to 75% of total assets,
the fund may not invest more than 5% of its total assets in the security of
any one issuer and may not own more than 10% of the outstanding voting
securities of a single issuer. The fund may not invest more then 25% of its
total assets in any one industry. The fund may borrow only for temporary or
emergency purposes, but not in an mount exceeding 33% of its total assets.
Loans, in the aggregate, may not exceed 33% of the fund's total assets.
BREAKDOWN OF EXPENSES 
Like all mutual funds, the fund pays fees related to its daily operations.
Expenses paid out of the fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted
from shareholder accounts. 
The fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services. The fund also pays OTHER EXPENSES, which
are explained on page .
FMR may, from time to time, agree to reimburse the fund for management fees
and other expenses above a specified limit. FMR retains the ability to be
repaid by the fund if expenses fall below the specified limit prior to the
end of the fiscal year. Reimbursement arrangements, which may be terminated
at any time without notice, can decrease the fund's expenses and boost its
performance.
MANAGEMENT FEE 
The management fee is calculated and paid to FMR every month. The amount of
the fee is determined by taking 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 Russell 2000. 
Manage   =   Ba    +/-   Performa   
ment         sic         nce        
fee          fee         adjustme   
                         nt         
 
THE BASIC FEE (calculated monthly) is calculated by adding a group fee rate
to an individual fund fee rate, and multiplying the result by the fund's
average net assets. The group fee rate is based on the average net assets
of all the mutual funds advised by FMR. This rate cannot rise above .52%,
and it drops as total assets under management increase.
For _____ 1994, the group fee rate was __%. The individual fund fee rate is
.35%. The basic fee rate for fiscal 1994 was __%.
THE PERFORMANCE ADJUSTMENT rate is calculated monthly by comparing the
fund's performance to that of the Russell 2000 over the most recent
36-month period. The difference is translated into a dollar amount that is
added to or subtracted from the basic fee. The maximum annualized
performance adjustment rate is ".20%. 
The total management fee rate for fiscal 1994 was __%.  This rate was
higher than that of most other mutual funds as a result of a positive
performance adjustment.
UNDERSTANDING THE
MANAGEMENT FEE
The basic fee FMR receives 
is designed to be responsive 
to changes in FMR's total 
assets under management. 
Building this variable into the 
fee calculation assures 
shareholders that they will 
pay a lower rate as FMR's 
assets under management 
increase.
Another variable, the 
performance adjustment, 
rewards FMR when the fund 
outperforms the Russell 2000 
(an established index of stock 
market performance) and 
reduces FMR's fee when the 
fund underperforms this 
index.
(checkmark)
FMR HAS SUB-ADVISORY AGREEMENTS with FMR U.K. and FMR Far East. These
sub-advisers provide FMR with investment research and advice on issuers
based outside the United States. Under the sub-advisory agreements, FMR
pays FMR U.K. and FMR Far East fees equal to 110% and 105%, respectively,
of the costs of providing these services.
The sub-advisers may also provide investment management services. In
return, FMR pays FMR U.K. and FMR Far East 50% of its management fee rate
with respect to the fund's investments that the sub-adviser manages on a
discretionary basis.
OTHER EXPENSES 
While the management fee is a significant component of the fund's annual
operating costs, the fund has other expenses as well. 
The fund contracts with FSC to perform many transaction and accounting
functions. These services include processing shareholder transactions,
valuing the fund's investments, and handling securities loans. In fiscal
1994, the fund paid FSC fees equal to __% of its average net assets.
The fund also pays other expenses, such as legal, audit, and custodian
fees; proxy solicitation costs; and the compensation of trustees who are
not affiliated with Fidelity. 
The fund's portfolio turnover rate for fiscal 1994 was __%. This rate
varies from year to year.  High turnover rates increase transaction costs
and may increase taxable capital gains. FMR considers these effects when
evaluating the anticipated benefits of short-term investing.
YOUR ACCOUNT
 
 
DOING BUSINESS WITH FIDELITY
Fidelity Investments was established in 1946 to manage one of America's
first mutual funds. Today, Fidelity is the largest mutual fund company in
the country, and is known as an innovative provider of high-quality
financial services to individuals and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, FBSI. Fidelity is also a leader
in providing tax-sheltered retirement plans for individuals investing on
their own or through their employer.
Fidelity is committed to providing investors with practical information to
make investment decisions. Based in Boston, Fidelity provides customers
with complete service 24 hours a day, 365 days a year, through a network of
telephone service centers around the country. 
To reach Fidelity for general information, call these numbers:
(bullet)  For mutual funds, 1-800-544-8888
(bullet)  For brokerage, 1-800-544-7272
If you would prefer to speak with a representative in person, Fidelity has
over __ walk-in Investor Centers across the country.
TYPES OF ACCOUNTS
You may set up an account directly in the fund or, if you own or intend to
purchase individual securities as part of your total investment portfolio,
you may consider investing in the fund through a brokerage account.
If you are investing through FBSI or another financial institution or
investment professional, refer to its program materials for any special
provisions regarding your investment in the fund.
The different ways to set up (register) your account with Fidelity are
listed at right.
The account guidelines that follow may not apply to certain retirement
accounts. If your employer offers the fund through a retirement program,
contact your employer for more information. Otherwise, call Fidelity
directly.
FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds
in the world.
(bullet) Number of Fidelity mutual 
funds: over ___
(bullet) Assets in Fidelity mutual 
funds: over $___ billion
(bullet) Number of shareholder 
accounts: over __ million
(bullet) Number of investment 
analysts and portfolio 
managers: over ___
(checkmark)
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS 
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT 
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES 
 Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums. 
(bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal age
and under 70 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.
(bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans. 
(bullet) KEOGH OR CORPORATE PROFIT SHARING AND MONEY PURCHASE PENSION PLANS
allow self-employed individuals or small business owners (and their
employees) to make tax-deductible contributions for themselves and any
eligible employees up to $30,000 per year. 
(bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small
business owners or those with self-employed income (and their eligible
employees) with many of the same advantages as a Keogh, but with fewer
administrative requirements. 
(bullet) 403(B) CUSTODIAL ACCOUNTS are available to employees of most
tax-exempt institutions, including schools, hospitals, and other charitable
organizations. 
(bullet) 401(K) PROGRAMS allow employees of corporations of all sizes to
contribute a percentage of their wages on a tax-deferred basis. These
accounts need to be established by the trustee of the plan.
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA) 
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS 
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST 
FOR MONEY BEING INVESTED BY A TRUST 
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION 
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
ONCE EACH BUSINESS DAY, TWO SHARE PRICES ARE CALCULATED FOR THE FUND: the
offering price and the net asset value (NAV). The offering price includes
the 3% sales charge, which you pay when you buy shares, unless you qualify
for a reduction or waiver as described on page . When you buy shares at the
offering price, Fidelity deducts 3% and invests the rest at the NAV. 
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page . If there is no application accompanying this
prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(bullet)  Mail in an application with a check, or
(bullet)  Open your account by exchanging from another Fidelity fund.
IF YOU ARE INVESTING THROUGH A TAX-SHELTERED RETIREMENT PLAN, such as an
IRA, for the first time, you will need a special application. Retirement
investing also involves its own investment procedures. Call 1-800-544-8888
for more information and a retirement application.
If you buy shares by check or Fidelity Money Line(registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven business days to
ensure that your previous investment has cleared.
MINIMUM INVESTMENTS 
TO OPEN AN ACCOUNT  $2,500
For Fidelity retirement accounts  $500
TO ADD TO AN ACCOUNT  [$250]
For Fidelity retirement accounts $250
Through automatic investment plans $100
MINIMUM BALANCE $1,000
For Fidelity retirement accounts $500
 
 
UNDERSTANDING 
SHARE PRICE
Let's say you invest $2,500 at 
an offering price of $10. Of 
the $10 offering price, 3% 
($.30) is the sales charge, 
and 97% ($9.70) represents 
the NAV. The value of your 
initial investment will be 
$2,425 (250 shares worth 
$9.70 each), and you will 
have paid a sales charge of 
$75.
(checkmark)
Row: 1, Col: 1, Value: 25.0
Row: 1, Col: 2, Value: 75.0
Row: 1, Col: 3, Value: 75.0
Row: 1, Col: 4, Value: 75.0
Row: 1, Col: 5, Value: 75.0
Row: 1, Col: 6, Value: 75.0
Row: 1, Col: 7, Value: 75.0
Row: 1, Col: 8, Value: 75.0
Row: 1, Col: 9, Value: 75.0
Row: 1, Col: 10, Value: 75.0
Row: 1, Col: 11, Value: 75.0
Row: 1, Col: 12, Value: 75.0
Row: 1, Col: 13, Value: 75.0
Row: 1, Col: 14, Value: 75.0
Row: 1, Col: 15, Value: 75.0
Row: 1, Col: 16, Value: 75.0
Row: 1, Col: 17, Value: 75.0
Row: 1, Col: 18, Value: 75.0
Row: 1, Col: 19, Value: 75.0
Row: 1, Col: 20, Value: 75.0
Row: 1, Col: 21, Value: 75.0
Row: 1, Col: 22, Value: 75.0
Row: 1, Col: 23, Value: 75.0
Row: 1, Col: 24, Value: 75.0
Row: 1, Col: 25, Value: 75.0
Row: 1, Col: 26, Value: 75.0
Row: 1, Col: 27, Value: 75.0
Row: 1, Col: 28, Value: 75.0
Row: 1, Col: 29, Value: 75.0
Row: 1, Col: 30, Value: 75.0
Row: 1, Col: 31, Value: 75.0
Row: 1, Col: 32, Value: 75.0
Row: 1, Col: 33, Value: 75.0
Row: 1, Col: 34, Value: 75.0
$2,500 Investment
3% sales charge = $75
Value of Investment = $2,425
 
<TABLE>
<CAPTION>
<S>                                   <C>                        <C>                         
                                      TO OPEN AN ACCOUNT         TO ADD TO AN ACCOUNT        
 
Phone 1-800-544-777 (phone_graphic)   Exchange from another      Exchange from another       
                                      Fidelity fund account      Fidelity fund account       
                                      with the same              with the same               
                                      registration, including    registration, including     
                                      name, address, and         name, address, and          
                                      taxpayer ID number.        taxpayer ID number.         
                                                                 Use Fidelity Money Line     
                                                                 to transfer from your       
                                                                 bank account. Call          
                                                                 before your first use to    
                                                                 verify that this service    
                                                                 is in place on your         
                                                                 account. Maximum            
                                                                 Money Line: $50,000.        
 
</TABLE>
 
Mail (mail_graphic)   Complete and sign the       Make your check            
                      application. Make your      payable to "FIDELITY       
                      check payable to            LOW-PRICED STOCK FUND."    
                      "FIDELITY LOW-PRICED        Indicate your fund         
                      STOCK FUND." Mail to the    account number on          
                      address indicated on        your check and mail to     
                      the application.            the address printed on     
                                                  your account statement.    
                                                  Exchange by mail: call     
                                                  1-800-544-6666 for         
                                                  instructions.              
 
 
<TABLE>
<CAPTION>
<S>                        <C>                        <C>                          
In Person (hand_graphic)   Bring your application     Bring your check to a        
                           and check to a Fidelity    Fidelity Investor Center.    
                           Investor Center. Call      Call 1-800-544-9797 for      
                           1-800-544-9797 for the     the center nearest you.      
                           center nearest you.                                     
 
</TABLE>
 
Wire (wire_graphic)   Call 1-800-544-7777 to      Not available for         
                      set up your account         retirement accounts.      
                      and to arrange a wire       Wire to:                  
                      transaction. Not            Bankers Trust             
                      available for retirement    Company,                  
                      accounts.                   Bank Routing              
                      Wire within 24 hours to:    #021001033,               
                      Bankers Trust               Account #00163053.        
                      Company,                    Specify "FIDELITY         
                      Bank Routing                LOW-PRICED STOCK FUND"    
                      #021001033,                 and include your          
                      Account #00163053.          account number and        
                      Specify "FIDELITY           your name.                
                      LOW-PRICED STOCK FUND"                                
                      and include your new                                  
                      account number and                                    
                      your name.                                            
 
 
<TABLE>
<CAPTION>
<S>                                 <C>              <C>                       
Automatically (automatic_graphic)   Not available.   Use Fidelity Automatic    
                                                     Account Builder. Sign     
                                                     up for this service       
                                                     when opening your         
                                                     account, or call          
                                                     1-800-544-6666 to add     
                                                     it.                       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
HOW TO SELL SHARES 
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next share price calculated after your order is received and accepted.
Share price is normally calculated at 4 p.m. Eastern time. 
TO SELL SHARES IN A NON-RETIREMENT ACCOUNT, you may use any of the methods
described on these two pages. 
TO SELL SHARES IN A FIDELITY RETIREMENT ACCOUNT, your request must be made
in writing, except for exchanges to other Fidelity funds, which can be
requested by phone or in writing. Call 1-800-544-6666 for a retirement
distribution form. 
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least $1,000
worth of shares in the account to keep it open ($500 for retirement
accounts). 
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to sign
up for these services in advance. 
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply: 
(bullet)  You wish to redeem more than $100,000 worth of shares, 
(bullet)  Your account registration has changed within the last 30 days,
(bullet)  The check is being mailed to a different address than the one on
your account (record address), 
(bullet)  The check is being made payable to someone other than the account
owner, or 
(bullet)  The redemption proceeds are being transferred to a Fidelity
account with a different registration. 
You should be able to obtain a signature guarantee from a bank, broker
(including Fidelity Investor Centers), dealer, credit union (if authorized
under state law), securities exchange or association, clearing agency, or
savings association. A notary public cannot provide a signature guarantee. 
SELLING SHARES IN WRITING 
Write a "letter of instruction" with: 
(bullet)  Your name, 
(bullet)  The fund's name, 
(bullet)  Your fund account number, 
(bullet)  The dollar amount or number of shares to be redeemed, and 
(bullet)  Any other applicable requirements listed in the table at right. 
Unless otherwise instructed, Fidelity will send a check to the record
address. Deliver your letter to a Fidelity Investor Center, or mail it to: 
Fidelity Investments
P.O. Box 660602
Dallas, TX  75266-0602 
      ACCOUNT TYPE   SPECIAL REQUIREMENTS   
 
 
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<CAPTION>
<S>                                                                                   <C>   <C>   
IF YOU SELL SHARES OF THE FUND AFTER HOLDING THEM LESS THAN 90 DAYS, THE FUND WILL                
DEDUCT A REDEMPTION FEE EQUAL TO 1.5% OF THE VALUE OF THOSE SHARES.                               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                              <C>                   <C>                                         
Phone 1-800-544-777 (phone_graphic)              All account types     (bullet)  Maximum check request:            
                                                 except retirement     $100,000.                                   
                                                                       (bullet)  For Money Line transfers to       
                                                 All account types     your bank account; minimum:                 
                                                                       $10; maximum: $100,000.                     
                                                                       (bullet)  You may exchange to other         
                                                                       Fidelity funds if both                      
                                                                       accounts are registered with                
                                                                       the same name(s), address,                  
                                                                       and taxpayer ID number.                     
 
Mail or in Person (mail_graphic)(hand_graphic)   Individual, Joint     (bullet)  The letter of instruction must    
                                                 Tenant,               be signed by all persons                    
                                                 Sole Proprietorship   required to sign for                        
                                                 , UGMA, UTMA          transactions, exactly as their              
                                                 Retirement account    names appear on the                         
                                                                       account.                                    
                                                                       (bullet)  The account owner should          
                                                 Trust                 complete a retirement                       
                                                                       distribution form. Call                     
                                                                       1-800-544-6666 to request                   
                                                                       one.                                        
                                                 Business or           (bullet)  The trustee must sign the         
                                                 Organization          letter indicating capacity as               
                                                                       trustee. If the trustee's name              
                                                                       is not in the account                       
                                                                       registration, provide a copy of             
                                                                       the trust document certified                
                                                 Executor,             within the last 60 days.                    
                                                 Administrator,        (bullet)  At least one person               
                                                 Conservator,          authorized by corporate                     
                                                 Guardian              resolution to act on the                    
                                                                       account must sign the letter.               
                                                                       (bullet)  Include a corporate               
                                                                       resolution with corporate seal              
                                                                       or a signature guarantee.                   
                                                                       (bullet)  Call 1-800-544-6666 for           
                                                                       instructions.                               
 
Wire (wire_graphic)                              All account types     (bullet)  You must sign up for the wire     
                                                 except retirement     feature before using it. To                 
                                                                       verify that it is in place, call            
                                                                       1-800-544-6666. Minimum                     
                                                                       wire: $5,000.                               
                                                                       (bullet)  Your wire redemption request      
                                                                       must be received by Fidelity                
                                                                       before 4 p.m. Eastern time                  
                                                                       for money to be wired on the                
                                                                       next business day.                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365 days
a year. Whenever you call, you can speak with someone equipped to provide
the information or service you need.
24-HOUR SERVICE
ACCOUNT ASSISTANCE
1-800-544-6666
ACCOUNT BALANCES
1-800-544-7544
ACCOUNT TRANSACTIONS
1-800-544-7777
PRODUCT INFORMATION
1-800-544-8888
QUOTES
1-800-544-8544
RETIREMENT ACCOUNT 
ASSISTANCE
1-800-544-4774
 AUTOMATED SERVICE
(checkmark)
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(bullet)  Confirmation statements (after every transaction, except
reinvestments, that affects your account balance or your account
registration)
(bullet)  Account statements (quarterly)
(bullet)  Financial reports (every six months)
To reduce expenses, only one copy of most financial reports will be mailed
to your household, even if you have more than one account in the fund. Call
1-800-544-6666 if you need copies of financial reports or historical
account information.
TRANSACTION SERVICES 
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing. The shares you exchange will
carry credit for any sales charge you previously paid in connection with
their purchase.
Note that exchanges out of the fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page .
SYSTEMATIC WITHDRAWAL PLANS let you set up periodic redemptions from your
account. Because of the fund's sales charge, you may not want to set up a
systematic withdrawal plan during a period when you are buying shares on a
regular basis.
FIDELITY MONEY LINE(Registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money regularly.
Fidelity offers convenient services that let you transfer money into your
fund account, or between fund accounts, automatically. While regular
investment plans do not guarantee a profit and will not protect you against
loss in a declining market, they can be an excellent way to invest for
retirement, a home, educational expenses, and other long-term financial
goals. Certain restrictions apply for retirement accounts. Call
1-800-544-6666 for more information.
REGULAR INVESTMENT PLANS               
 
FIDELITY AUTOMATIC ACCOUNT BUILDERSM                                  
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND               
 
MINIMUM   FREQUENCY     SETTING UP OR CHANGING                            
$100      Monthly or    (bullet)  For a new account, complete the         
          quarterly     appropriate section on the fund                   
                        application.                                      
                        (bullet)  For existing accounts, call             
                        1-800-544-6666 for an application.                
                        (bullet)  To change the amount or frequency of    
                        your investment, call 1-800-544-6666 at           
                        least three business days prior to your           
                        next scheduled investment date.                   
 
 
<TABLE>
<CAPTION>
<S>                                                                                 <C>   <C>   
DIRECT DEPOSIT                                                                                  
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY FUNDA               
 
</TABLE>
 
MINIMUM   FREQUENCY    SETTING UP OR CHANGING                             
$100      Every pay    (bullet)  Check the appropriate box on the fund    
          period       application, or call 1-800-544-6666 for an         
                       authorization form.                                
                       (bullet)  Changes require a new authorization      
                       form.                                              
 
 
<TABLE>
<CAPTION>
<S>                                                                        <C>   <C>   
FIDELITY AUTOMATIC EXCHANGE SERVICE                                                    
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>       <C>              <C>                                                  
MINIMUM   FREQUENCY        SETTING UP OR CHANGING                               
$100      Monthly,         (bullet)  To establish, call 1-800-544-6666 after    
          bimonthly,       both accounts are opened.                            
          quarterly, or    (bullet)  To change the amount or frequency of       
          annually         your investment, call 1-800-544-6666.                
 
</TABLE>
 
A BECAUSE ITS SHARE PRICE FLUCTUATES, THE FUND MAY NOT BE AN APPROPRIATE
CHOICE FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
SHAREHOLDER AND ACCOUNT POLICIES
 
 
DIVIDENDS, CAPITAL GAINS, AND TAXES 
The fund distributes substantially all of its net income and capital gains
to shareholders each year. Normally, dividends and capital gains are
distributed in September and December.
DISTRIBUTION OPTIONS 
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. The fund offers four
options: 
1. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the fund. If you do not
indicate a choice on your application, you will be assigned this option. 
2. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested, but you will be sent a check for each dividend
distribution.
3. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions. 
4. DIRECTED DIVIDENDS(Registered trademark) OPTION. Your dividend and
capital gain distributions will be automatically invested in another
identically registered Fidelity fund.
FOR RETIREMENT ACCOUNTS, all distributions are automatically reinvested.
When you are over 59 years old, you can receive distributions in cash. 
SHARES PURCHASED THROUGH REINVESTMENT of dividend and capital gain
distributions are not subject to the fund's 3% sales charge. Likewise, if
you direct distributions to a fund with a 3% sales charge, you will not pay
a sales charge on those purchases. 
When the fund deducts a distribution from its NAV, the reinvestment price
is the fund's NAV at the close of business that day. Cash distribution
checks will be mailed within seven days.
UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you 
are entitled to your share of 
the fund's net income and 
gains on its investments. The 
fund passes its earnings 
along to its investors as 
DISTRIBUTIONS.
The fund earns dividends 
from stocks and interest from 
bond, money market, and 
other investments. These are 
passed along as DIVIDEND 
DISTRIBUTIONS. The fund 
realizes capital gains 
whenever it sells securities 
for a higher price than it paid 
for them. These are passed 
along as CAPITAL GAIN 
DISTRIBUTIONS.
(checkmark)
TAXES 
As with any investment, you should consider how your investment in the fund
will be taxed. If your account is not a tax-deferred retirement account,
you should be aware of these tax implications. 
TAXES ON DISTRIBUTIONS. Distributions are subject to federal income tax,
and may also be subject to state or local taxes. If you live outside the
United States, your distributions could also be taxed by the country in
which you reside. Your distributions are taxable when they are paid,
whether you take them in cash or reinvest them. However, distributions
declared in December and paid in January are taxable as if they were paid
on December 31. 
For federal tax purposes, the fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions
are taxed as long-term capital gains. Every January, Fidelity will send you
and the IRS a statement showing the taxable distributions paid to you in
the previous year.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges to other
Fidelity funds - are subject to capital gains tax. A capital gain or loss
is the difference between the cost of your shares and the price you receive
when you sell them. 
Whenever you sell shares of the fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price. You will also
receive a consolidated transaction statement every January. However, it is
up to you or your tax preparer to determine whether this sale resulted in a
capital gain and, if so, the amount of tax to be paid. Be sure to keep your
regular account statements; the information they contain will be essential
in calculating the amount of your capital gains. 
"BUYING A DIVIDEND." If you buy shares just before the fund deducts a
capital gain distribution from its NAV, you will pay the full price for the
shares and then receive a portion of the price back in the form of a
taxable distribution.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, the fund
may have to limit its investment activity in some types of instruments.
TRANSACTION DETAILS 
THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates the fund's NAV and offering price as
of the close of business of the NYSE, normally 4 p.m. Eastern time.
THE FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding. 
The fund's assets are valued primarily on the basis of market quotations.
If quotations are not readily available, assets are valued by a method that
the Board of Trustees believes accurately reflects fair value. Foreign
securities are valued on the basis of quotations from the primary market in
which they are traded, and are translated from the local currency into U.S.
dollars using current exchange rates.
THE OFFERING PRICE (price to buy one share) is the fund's NAV plus a sales
charge. The sales charge is 3% of the offering price, or 3.09% of the net
amount invested. The REDEMPTION PRICE (price to sell one share) is the
fund's NAV. 
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require the fund to
withhold 31% of your taxable distributions and redemptions. 
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Note that Fidelity will
not be responsible for any losses resulting from unauthorized transactions
if it follows reasonable procedures designed to verify the identity of the
caller. Fidelity will request personalized security codes or other
information, and may also record calls. You should verify the accuracy of
your confirmation statements immediately after you receive them. If you do
not want the ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center. 
THE FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. The fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of the fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following: 
(bullet)  All of your purchases must be made in U.S. dollars and checks
must be drawn on U.S. banks. 
(bullet)  Fidelity does not accept cash. 
(bullet)  When making a purchase with more than one check, each check must
have a value of at least $50. 
(bullet)  The fund reserves the right to limit the number of checks
processed at one time.
(bullet)  If your check does not clear, your purchase will be cancelled and
you could be liable for any losses or fees the fund or its transfer agent
has incurred. 
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, Federal Reserve check, or direct deposit instead. 
YOU MAY BUY SHARES OF THE FUND (AT THE OFFERING PRICE) OR SELL THEM THROUGH
A BROKER, who may charge you a fee for this service. If you invest through
a broker or other institution, read its program materials for any
additional service features or fees that may apply. 
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with
FDC may enter confirmed purchase orders on behalf of customers by phone,
with payment to follow no later than the time when the fund is priced on
the following business day. If payment is not received by that time, the
financial institution could be held liable for resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following: 
(bullet)  Normally, redemption proceeds will be mailed to you on the next
business day, but if making immediate payment could adversely affect the
fund, it may take up to seven days to pay you. 
(bullet)  Fidelity Money Line redemptions generally will be credited to
your bank account on the second or third business day after your phone
call.
(bullet)  The fund may hold payment on redemptions until it is reasonably
satisfied that investments made by check or Fidelity Money Line have been
collected, which can take up to seven business days.
(bullet)  Redemptions may be suspended or payment dates postponed when the
NYSE is closed (other than weekends or holidays), when trading on the NYSE
is restricted, or as permitted by the SEC.
THE REDEMPTION FEE, if applicable, will be deducted from the amount of your
redemption. This fee is paid to the fund rather than FMR, and it does not
apply to shares that were acquired through reinvestment of distributions.
If shares you are redeeming were not all held for the same length of time,
those shares you held longest will be redeemed first for purposes of
determining whether the fee applies.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000, you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, Fidelity reserves the right to close your account and send the
proceeds to you. Your shares will be redeemed at the NAV on the day your
account is closed. 
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services. 
FDC collects the proceeds from the fund's 3% sales charge and may pay a
portion of them to securities dealers who have sold the fund's shares, or
to others, including banks and other financial institutions (qualified
recipients), under special arrangements in connection with FDC's sales
activities. The sales charge paid to qualified recipients is 2.25% of the
fund's offering price.
FDC may, at its own expense, provide promotional incentives to qualified
recipients who support the sale of shares of the fund without reimbursement
from the fund. In some instances, these incentives may be offered only to
certain institutions whose representatives provide services in connection
with the sale or expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of the fund
for shares of other Fidelity funds. However, you should note the following:
(bullet)  The fund you are exchanging into must be registered for sale in
your state.
(bullet)  You may only exchange between accounts that are registered in the
same name, address, and taxpayer identification number.
(bullet)  Before exchanging into a fund, read its prospectus.
(bullet)  If you exchange into a fund with a sales charge, you pay the
percentage-point difference between that fund's sales charge and any sales
charge you have previously paid in connection with the shares you are
exchanging. For example, if you had already paid a sales charge of 2% on
your shares and you exchange them into a fund with a 3% sales charge, you
would pay an additional 1% sales charge.
(bullet)  Exchanges may have tax consequences for you.
(bullet)  Because excessive trading can hurt fund performance and
shareholders, the fund reserves the right to temporarily or permanently
terminate the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(bullet)  The exchange limit may be modified for accounts in certain
institutional retirement plans to conform to plan exchange limits and
Department of Labor regulations. See your plan materials for further
information.
(bullet)  The fund reserves the right to refuse exchange purchases by any
person or group if, in FMR's judgment, the fund would be unable to invest
the money effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
(bullet)  Your exchanges may be restricted or refused if the fund receives
or anticipates simultaneous orders affecting significant portions of the
fund's assets. In particular, a pattern of exchanges that coincide with a
"market timing" strategy may be disruptive to the fund.
Although the fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. The
fund reserves the right to terminate or modify the exchange privilege in
the future. 
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
SALES CHARGE REDUCTIONS AND WAIVERS 
REDUCTIONS. The fund's sales charge may be reduced if you invest directly
with Fidelity or through prototype or prototype-like retirement plans
sponsored by FMR or FMR Corp. The amount you invest, plus the value of your
account, must fall within the ranges shown below. However, purchases made
with assistance or intervention from a financial intermediary are not
eligible. Call Fidelity to see if your purchase qualifies.
Ranges               Sales charge   Net amount invested   
 
$0 - 249,999         3%             3.09%                 
 
$250,000 - 499,999   2%             2.04%                 
 
$500,000 - 999,999   1%             1.01%                 
 
$1,000,000 or more   none           none                  
 
The sales charge will also be reduced by the percentage of any sales charge
you previously paid on investments in other Fidelity funds (not including
Fidelity's Foreign Currency Funds). Similarly, your shares carry credit for
any sales charge you would have paid if the reductions in the table above
had not existed. These sales charge credits only apply to purchases made in
one of the ways listed below, and only if you continuously owned Fidelity
fund shares or a Fidelity brokerage core account, or participated in The
CORPORATEplan for Retirement Program.
1. By exchange from another Fidelity fund. . 
2. With proceeds of a transaction within a Fidelity brokerage core account,
including any free credit balance, core money market fund, or margin
availability, to the extent such proceeds were derived from redemption
proceeds from another Fidelity fund. 
3.With redemption proceeds from one of Fidelity's Foreign Currency Funds,
if the Foreign Currency Fund shares were originally purchased with
redemption proceeds from a Fidelity fund. 
4.Through the Directed Dividends Option (see page 23)
5.By participants in The CORPORATE-plan for Retirement Program when shares
are purchased through plan-qualified loan repayments, and for exchanges
into and out of the Managed Income Portfolio.
WAIVERS. The fund's sales charge will not apply: 
1. If you buy shares as part of an employee benefit plan having more than
200 eligible employees or a minimum of $3 million in plan assets invested
in Fidelity mutual funds. Plan sponsors are encouraged to notify Fidelity
when they first satisfy either of these requirements.
2. To shares in a Fidelity Rollover IRA account purchased with the proceeds
of a distribution from an employee benefit plan, provided that at the time
of the distribution, the employer or its affiliate maintained a plan that
both qualified for waiver (1) above and had at least some of its assets
invested in Fidelity-managed products. 
3. If you are a charitable organization (as defined in Section 501(c)(3) of
the Internal Revenue Code) investing $100,000 or more. 
4. If you purchase shares for a charitable remainder trust or life income
pool established for the benefit of a charitable organization (as defined
by Section 501(c)(3) of the Internal Revenue Code). 
5. If you are an investor participating in the Fidelity Trust Portfolios
program. 
6. To shares purchased through Portfolio Advisory Services.
7. If you are a current or former trustee or officer of a Fidelity fund or
a current or retired officer, director, or regular employee of FMR Corp. or
its direct or indirect subsidiaries (a Fidelity Trustee or employee), the
spouse of a Fidelity trustee or employee, a Fidelity trustee or employee
acting as custodian for a minor child, or a person acting as trustee of a
trust for the sole benefit of the minor child of a Fidelity trustee or
employee. 
8. If you are a bank trust officer, registered representative, or other
employee of a qualified recipient, as defined on page .
9. To contributions and exchanges to a prototype or prototype-like
retirement plan sponsored by FMR Corp. or FMR and which is marketed and
distributed directly to plan sponsors or participants without any
assistance or intervention from any intermediary distribution channel.
10. If you invest through a non-prototype pension or profit-sharing plan
that maintains all of its mutual fund assets in Fidelity mutual funds,
provided the plan executes a Fidelity non-prototype sales charge waiver
request form confirming its qualification.
11. If you are a registered investment adviser (RIA) purchasing for your
discretionary accounts, provided you execute a Fidelity RIA load waiver
agreement which specifies certain aggregate minimum and operating
provisions. Except for correspondents of National Financial Services
Corporation, this waiver is available only for shares purchased directly
from Fidelity, and is unavailable if the RIA is part of an organization
principally engaged in the brokerage business.
12. If you are a trust institution or bank trust department purchasing for
your non-discretionary, non-retirement fiduciary accounts, provided you
execute a Fidelity Trust load waiver agreement which specifies certain
aggregate minimum and operating provisions. This waiver is available only
for shares purchased either directly from Fidelity or through a
bank-affiliated broker, and is unavailable if the trust department or
institution is part of an organization not principally engaged in banking
or trust activities.
These waivers must be qualified through FDC in advance. More detailed
information about waivers (1), (2), (5) and (9) is contained in the
Statement of Additional Information. A representative of your plan or
organization should call Fidelity for more information.
 
From Filler pages
FIDELITY LOW-PRICED STOCK FUND
A FUND OF FIDELITY PURITAN TRUST
STATEMENT OF ADDITIONAL INFORMATION
SEPTEMBER 2   3    , 1994
This Statement is not a prospectus but should be read in conjunction with
the fund's current Prospectus (dated September    21    , 199   4    ). 
Please retain this document for future reference.    The fund's financial
statements and financial highlights, included in the     Annual
Report   ,     for the fiscal year ended July 31, 199   4        are    
incorporated herein by reference.  To obtain an additional copy of the
Prospectus or the Annual Report, please call Fidelity Distributors
Corporation at 1   -    800   -    544   -    8888.
TABLE OF CONTENTS   PAGE   
 
Investment Policies and Limitations                    
 
Portfolio Transactions                                 
 
Valuation of Portfolio Securities                      
 
Performance                                            
 
Additional Purchase and Redemption Information         
 
Distributions and Taxes                                
 
FMR                                                    
 
Trustees and Officers                                  
 
Management Contract                                    
 
Contracts With Companies Affiliated With FMR           
 
Description of the Trust                               
 
Financial Statements                                   
 
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
Fidelity Management & Research (Far East) Inc. (FMR Far East)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT
Fidelity Service Co. (FSC)
LPS   -    ptb   -    99   4    
 
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus.  Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of the fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets, or other circumstances will not be considered when determining
whether the investment complies with the fund's investment policies and
limitations.
The fund's fundamental investment limitations cannot be changed without
approval of a "majority of the outstanding voting securities" (as defined
in the Investment Company Act of 1940) of the fund.  However, except for
the fundamental investment limitations set forth below, the investment
policies and limitations described in this Statement of Additional
Information are not fundamental and may be changed without shareholder
approval.  
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY.  THE FUND MAY NOT:
(1)    with respect to 75% of the funds total assets,     purchase the
securities of any issuer (other than    securities     issued or guaranteed
by the    U.S.     government or its agencies or instrumentalities) if, as
a result, (a) more than 5%    of the fund's     total assets would be
invested in the securities of    that      issuer, or (b)    the fund    
would    hold     more than 10% of the outstanding voting securities    of
that      issuer   ;    
(2)    issue senior securities, except as permitted under the Investment
Company Act of 1940    ;
(   3    ) borrow money, except    that the fund may borrow money     for
temporary or emergency purposes (not for leveraging or investment) in an
amount not exceeding 33 1/3%    of its     total assets (including the
amount borrowed   )     less liabilities (other than borrowings).  Any
borrowings that come to exceed    this amount wi    ll be reduced within
   three     days (   not including     Sundays and holidays) to the extent
necessary to comply with the 33 1/3% limitation;
(   4    ) underwrite securities issued by others, except to the extent
that the fund may be    considered     an underwriter within the meaning of
the Securities Act of 1933 in the disposition of restricted securities;
(   5    ) purchase    the securities of any issuer (other than securities
issued or guaranteed by the U.S. government or any of its agencies    
   or instrumentalities)     if, as a result, more than 25% of    the
fund's     total assets would be invested in the securities of    companies
whose     principal business activities    are     in the same industry;
(   6    ) purchase or sell real estate unless acquired as a result of
ownership of securities    or other instruments     (but this shall not
prevent the fund from    investing in securities or other instruments
backed by real estate or securities of companies engaged in the real estate
business)    ;
(   7    ) purchase or sell physical commodities unless acquired as a
result of ownership of securities    or other instruments (b    ut this
shall not prevent the fund from purchasing    or     selling    options and
    futures contracts or    from investing in securities or other
instruments backed by physical commodities);    
(   8    )    lend any security or make any other loan if,      as a
result, more than 33 1/3% of its total assets would be lent to other
parties,    but this limitation does not apply to     purchase   s     of
debt securities    or to     repurchase agreements   .    
       
   (9) The fund may, notwithstanding any other fundamental policy or
limitation, invest all of its assets in the securities of a single
open-ended management investment company with substantially the same
fundamental investment objective, policies, and limitations as the
fund.    
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
       
      (i) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in kind and
amount to the securities sold short, and provided that transactions in
futures contracts and options are not deemed to constitute selling
securities short.    
       
      (ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.    
(   ii    i) 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 fund will not purchase any security while borrowings representing more
than 5% of its total assets are outstanding.  The fund will not borrow from
other funds advised by FMR or its affiliates if total outstanding
borrowings immediately after such borrowing would exceed 15% of the fund's
total assets.
(i   v    ) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to legal
or contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(   v    ) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser   , or by acquiring
loans, repurchase agreements, 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.)
(v   i    ) The fund does not currently intend to (a) purchase securities
of other investment companies, except in the open market where no
commission except the ordinary broker's commission is paid, or (b) purchase
or retain securities issued by other open   -    end investment companies. 
Limitations (a) and (b) do not apply to securities received as dividends,
through offers of exchange, or as a result of a reorganization,
consolidation, or merger.
(v   ii    ) The fund does not currently intend to purchase the securities
of any issuer (other than securities issued or guaranteed by domestic or
foreign governments or political subdivisions thereof) if, as a result,
more than 5% of its total assets would be invested in the securities of
business enterprises that, including predecessors, have a record of less
than three years of continuous operation.
(vi   ii    ) The fund does not currently intend to purchase warrants,
valued at the lower of cost or market, in excess of 5% of the fund's net
assets.  Included in that amount, but not to exceed 2% of the fund's net
assets, may be warrants that are not listed on the New York Stock Exchange
or the American Stock Exchange.  Warrants acquired by the fund in units or
attached to securities are not subject to these restrictions.
(   ix    ) The fund does not currently intend to invest in oil, gas, or
other mineral exploration or development programs or leases.
   (x) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations.    
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page 7.
AFFILIATED BANK TRANSACTIONS.     The fund may engage in transactions with
financial institutions that are    , or may be considered to be,
"affiliated persons" of the fund under the Investment Company Act of 1940. 
These transactions may include repurchase agreements with custodian banks;
short   -    term obligations of, and repurchase agreements with, t   he 50
l    argest U.S. banks (measured by deposits); municipal securities; U.S.
government securities with affiliated    financial institutions     that
are primary dealers in these securitie   s; short-term currency
transactions; and short-term borrowings.  In accordance with exemptive
orders issued by the Securities and Exchange Commission, the Board of
Trustees has established and periodically reviews procedures applicable to
transactions involving affiliated financial institutions.    
FUND'S RIGHTS AS A SHAREHOLDER.  The fund does not intend to direct or
administer the day   -    to   -    day operations of any company.  The
fund, however, may exercise its rights as a shareholder and may communicate
its views on important matters of policy to management, the Board of
Directors, and shareholders of a company when FMR determines that such
matters could have a significant effect on the value of the fund's
investment in the company.  The activities that the fund may engage in,
either individually or in conjunction with others, may include, among
others, supporting or opposing proposed changes in a company's corporate
structure or business activities; seeking changes in a company's directors
or    policies    ; seeking the sale or reorganization of the company or a
portion of its assets; or supporting or opposing third party takeover
efforts.  This area of corporate activity is increasingly    prone to
litigation and it is possible that the fund could be involved in lawsuits
related to such activities.  FMR will monitor such activities with a view
to mitigating, to the extent possible, the risk of litigation against the
fund and the risk of actual liability if the fund is involved in
litigation.  No guarantee can be made, however, that litigation against the
fund will not be undertaken or liabilities incurred.    
REPURCHASE AGREEMENTS.  In a repurchase agreement, the fund purchases a
security and simultaneously commits to resell that security to the seller
at an agreed upon price on an agreed upon date within a number of days from
the date of purchase.  The resale price reflects the purchase price plus an
agreed upon incremental amount which is unrelated to the coupon rate or
maturity of the purchased security.  A repurchase agreement involves the
obligation of the seller to pay the agreed upon price, which obligation is
in effect secured by the value (at least equal to the amount of the agreed
upon resale price and marked to market daily) of the underlying security. 
The fund may engage in repurchase agreements with respect to any security
in which it is authorized to invest.  While it does not presently appear
possible to eliminate all risks from these transactions (particularly the
possibility of a decline in the market value of the underlying securities,
as well as delays and costs to the fund in connection with bankruptcy
proceedings), it is the fund's current policy to limit repurchase agreement
transactions to those parties whose creditworthiness has been reviewed and
found satisfactory by FMR.
REVERSE REPURCHASE AGREEMENTS.  In a reverse repurchase agreement a fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time.  While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement. 
The fund will enter into reverse repurchase agreements only with parties
whose creditworthiness    h    as been found satisfactory by FMR. Such
transactions may increase fluctuations in the market value of the fund's
assets and may be viewed as a form of leverage.
   INTERFUND BORROWING PROGRAM.  The fund has received permission from the
SEC to lend money to and borrow money from other funds advised by FMR or
its affiliates. Interfund loans and borrowings normally will extend
overnight, but can have a maximum duration of seven days. Loans may be
called on one day's notice. The fund will lend through the program only
when the returns are higher than those available at the same time from
other short-term instruments (such as repurchase agreements), and will
borrow through the program only when the costs are equal to or lower than
the cost of bank loans. The fund may have to borrow from a bank at a higher
interest rate if an interfund loan is called or not renewed. Any delay in
repayment to a lending fund could result in a lost investment opportunity
or additional borrowing costs.    
SECURITIES LENDING.  The fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI).  FBSI is a member of the New York Stock Exchange and
a subsidiary of FMR Corp.
Securities lending allows the fund to retain ownership of the securities
loaned and, at the same time, to earn additional income.  Since there may
be delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing.  Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that the fund
may engage in loan transactions only under the following conditions:  (1)
the fund must receive 100% collateral in the form of cash or cash
equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of
the collateral; (3) after giving notice, the fund must be able to terminate
the loan at any time; (4) the fund must receive reasonable interest on the
loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) the fund may pay only reasonable
custodian fees in connection with the loan; and (6) the Board of Trustees
must be able to vote proxies on the securities loaned, either by
terminating the loan or by entering into an alternative arrangement with
the borrower.
Cash received through loan transactions may be invested in any security in
which the fund is authorized to invest.  Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
   LOANS AND OTHER DIRECT DEBT INSTRUMENTS are interests in amounts owned
by a corporate, governmental, or other borrower to another party. They may
represent amounts owed to lenders or  lending syndicates (loans and loan
participations), to suppliers of goods or services (trade claims or other
receivables), or to other parties. Direct debt instruments involve a risk
of loss in case of default or insolvency of the borrower and may offer less
legal protection to the fund in the event of fraud or misrepresentation. In
addition, loan participations involve a risk of insolvency of the lending
bank or other financial intermediary. Direct debt instruments may also
include standby financing commitments that obligate the fund to supply
additional cash to the borrower on demand.     
LOWER   -QUALITY     DEBT SECURITIES. The fund may purchase
lower   -quality     debt securities (those rated    below Baa     by
Moody's Investor Service, Inc. or B   BB     by Standard and Poor's
Corporation   , and unrated securities judged by FMR to be of equivalent
quality    ) that have poor protection with respect to the payment of
interest and repayment of principal, or may be in default.  These
securities are often considered to be speculative and involve greater risk
of loss or price changes due to changes in the issuer's capacity to pay. 
The market prices of lower   -quality     debt securities may fluctuate
more than those of higher   -quality     debt securities and may decline
significantly in periods of general economic difficulty, which may follow
periods of rising interest rates.  
While the market for high-yield corporate debt securities has been in
existence for many years and has weathered previous economic downturns, the
1980s brought a dramatic increase in the use of such securities to fund
highly leveraged corporate ac   q    uisitions and restructurings.  Past
experience may not provide an accurate indication of    the     future
performance of the high   -    yield bond    m    arket, especially during
periods of economic recession.  In fact, from 1989 to 1991, the percentage
of lower-quality securi   t    ies that defaulted rose significantly above
prior levels, although the default rate decreased in 1992 and 1993.
   T    he market for lower-quality debt securities may be thinner and less
active than that for higher-quality debt securities, which    c    an
adversely affect the prices at which the former are sold.  If market
quotations are not available, lower-quality debt securities will be valued
in accordance with procedures established by the Board of Trustees,
including the use of outside pricing services. Judgment plays a greater
role in valuing high-yield corporate debt securities than is the case for
securities for which more external sources for quotations and last-sale
information are available.  Adverse publicity and changing investor
perceptions may affect the    a    bility of outside pricing services to
value lower-quality debt securities and the fund's ability to sell these
securities.
   Since the risk of default is higher for lower-quality debt securities,
FMR's research and credit analysis are an especially important part of
managing securities of this type held by the fund.  In considering
investments for the fund, FMR will attempt to identify those issuers of
high-yielding debt securities whose financial condition is adequate to meet
future obligations, has improved, or is expected to improve in the future. 
FMR's analysis focuses on relative values based on such factors as interest
or dividend coverage, asset coverage, earnings prospects, and the
experience and managerial strength of the issuer.    
   The fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise exercise its rights as a security holder to
seek to protect the interests of security holders if it determines this to
be in the best interest of the fund's shareholders.    
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued.  Under the supervision of the Board of Trustees, FMR determines
the liquidity of the fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments.  In determining the
liquidity of the fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment).  
   Investments currently considered by the fund to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days, over-the-counter options, and non-government
stripped fixed-rate mortgage-backed securities. Also, FMR may determine
some restricted securities, government-stripped fixed-rate mortgage-backed
securities, loans and other direct debt instruments, emerging market
securities, and swap agreements to be illiquid.  However, with respect to
over-the-counter options the fund writes, all or a portion of the value of
the underlying instrument may be illiquid depending on the assets held to
cover the option and the nature and terms of any agreement the fund may
have to close out the option before expiration.     
 In the absence of market quotations, illiquid investments are priced at
fair value as determined in good faith by a committee appointed by the
Board of Trustees.  If through a change in values, net assets, or other
circumstances, the fund were in a position where more than 10% of its net
assets were invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering.  Where
registration is required, the fund may be obligated to pay all or part of
the registration expense and a considerable period may elapse between the
time it decides to seek registration and the time it may be permitted to
sell a security under an effective registration statement.  If, during such
a period, adverse market conditions were to develop, the fund might obtain
a less favorable price than prevailed when it decided to seek registration
of the security.
INDEXED SECURITIES.  The fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices, currencies,
precious metals or other commodities, or other financial indicators. 
Indexed securities typically, but not always, are debt securities or
deposits whose value at maturity or coupon rate is determined by reference
to a specific instrument or statistic.  Gold-indexed securities, for
example, typically provide for a maturity value that depends on the price
of gold, resulting in a security whose price tends to rise and fall
together with gold prices.  Currency-indexed securities typically are
short-term to intermediate-term debt securities whose maturity values or
interest rates are determined by reference to the values of one or more
specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers.  Currency-indexed
securities may be positively or negatively indexed; that is, their maturity
value may increase when the specified currency value increases, resulting
in a security that performs similarly to a foreign-denominated instrument,
or their maturity value may decline when foreign currencies increase,
resulting in a security whose price characteristics are similar to a put on
the underlying currency.  Currency-indexed securities may also have prices
that depend on the values of a number of different foreign currencies
relative to each other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they
are indexed, and may also be influenced by interest rate changes in the
U.S. and abroad.  At the same time, indexed securities are subject to the
credit risks associated with the issuer of the security, and their values
may decline substantially if the issuer's creditworthiness deteriorates. 
Recent issuers of indexed securities have included banks, corporations, and
certain U.S. government agencies.  Indexed securities may be more volatile
than their underlying instruments.
SWAP AGREEMENTS.  Swap agreements can be individually negotiated and
structured to include exposure to a variety of different types of
investments or market factors.  Depending on their structure, swap
agreements may increase or decrease the fund's exposure to long-or
short-term interest rates (in the U.S. or abroad), foreign currency values,
mortgage securities, corporate borrowing rates, or other factors such as
security prices or inflation rates. Swap agreements can take many different
forms and are known by a variety of names.  The fund is not limited to any
particular form of swap agreement if FMR determines it is consistent with
the fund's investment objective and policies.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by
the other party.  For example, the buyer of an interest rate cap obtains
the right to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level.  An interest rate collar combines
elements of buying a cap and selling a floor.
Swap agreements will tend to shift the fund's investment exposure from one
type of investment to another.  For example, if the fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement
would tend to decrease the fund's exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates.  Caps and
floors have an effect similar to buying or writing options.  Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of the fund's investments and its share price   .    
The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from the fund.  If a swap
agreement calls for payments by the fund, the fund must be prepared to make
such payments when due.  In addition, if the    counterparts    
creditworthiness declined, the value of a swap agreement would be likely to
decline, potentially resulting in losses.  The fund expects to be able to
eliminate its exposure under swap agreements either by assignment or other
disposition, or by entering into an offsetting swap agreement with the same
party or a similarly creditworthy party.
The fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements.  If the
fund enters into a swap agreement on a net basis, it will segregate assets
with a daily value at least equal to the excess, if any, of the fund's
accrued obligations under the swap agreement over the accrued amount the
fund is entitled to receive under the agreement.  If the fund enters into a
swap agreement on other than a net basis, it will segregate assets with a
value equal to the full amount of the fund's accrued obligations under the
agreement.
FOREIGN INVESTMENTS.  Foreign investments can involve significant risks in
addition to the risks inherent in U.S. investments.  The value of
securities denominated in or indexed to foreign currencies, and of
dividends and interest from such securities, can change significantly when
foreign currencies strengthen or weaken relative to the U.S. dollar. 
Foreign securities markets generally have less trading volume and less
liquidity than U.S. markets, and prices on some foreign markets can be
highly volatile.  Many foreign countries lack uniform accounting and
disclosure standards comparable to those applicable to U.S. companies, and
it may be more difficult to obtain reliable information regarding an
issuer's financial condition and operations.  In addition, the costs of
foreign investing, including withholding taxes, brokerage commissions, and
custodial costs, are generally higher than for U.S. investments.
Foreign markets may offer less protection to investors than U.S. markets. 
Foreign issuers, brokers, and securities markets may be subject to less
government supervision.  Foreign security trading practices, including
those involving the release of assets in advance of payment, may involve
increased risks in the event of a failed trade or the insolvency of a
broker-dealer, and may involve substantial delays.  It may also be
difficult to enforce legal rights in foreign countries.
Investing abroad also involves different political and economic risks. 
Foreign investments may be affected by actions of foreign governments
adverse to the interests of U.S. investors, including the possibility of
expropriation or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention. 
There may be a greater possibility of default by foreign governments or
foreign government-sponsored enterprises.  Investments in foreign countries
also involve a risk of local political, economic, or social instability,
military action or unrest, or adverse diplomatic developments.  There is no
assurance that FMR will be able to anticipate these potential events or
counter their effects.
The considerations noted above generally are intensified for investments in
developing countries.  Developing countries may have relatively unstable
governments, economies based on only a few industries, and securities
markets that trade a small number of securities.
The fund may invest in foreign securities that impose restrictions on
transfer within the U.S. or to U.S. persons.  Although securities subject
to transfer restrictions may be marketable abroad, they may be less liquid
than foreign securities of the same class that are not subject to such
restrictions.
American Depositary Receipts and European Depositary Receipts (ADRs and
EDRs) are certificates evidencing ownership of shares of a foreign-based
issuer held in trust by a bank or similar financial institution.  Designed
for use in U.S. and European securities markets, respectively, ADRs and
EDRs are alternatives to the purchase of the underlying securities in their
national markets and currencies.
   FOREIGN CURRENCY TRANSACTIONS.  The fund may conduct foreign currency
transactions on a spot (i.e., cash) basis or by entering into forward
contracts to purchase or sell foreign currencies at a future date and
price. The fund will convert currency on a spot basis from time to time,
and investors should be aware of the costs of currency conversion. Although
foreign exchange dealers generally do not charge a fee for conversion, they
do realize a profit based on the difference between the prices at which
they are buying and selling various currencies. Thus, a dealer may offer to
sell a foreign currency to the fund at one rate, while offering a lesser
rate of exchange should the fund desire to resell that currency to the
dealer. Forward contracts are generally traded in an interbank market
conducted directly between currency traders (usually large commercial
banks) and their customers. The parties to a forward contract may agree to
offset or terminate the contract before its maturity, or may hold the
contract to maturity and complete the contemplated currency exchange.    
   The  fund may use currency forward contracts for any purpose consistent
with its investment objective. The following discussion summarizes the
principal currency management strategies involving forward contracts that
could be used by the fund. The fund may also use swap agreements, indexed
securities, and options and futures contracts relating to foreign
currencies for the same purposes.    
   When the fund agrees to buy or sell a security denominated in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security.
By entering into a forward contract for the purchase or sale, for a fixed
amount of U.S. dollars, of the amount of foreign currency involved in the
underlying security transaction, the fund will be able to protect itself
against an adverse change in foreign currency values between the date the
security is purchased or sold and the date on which payment is made or
received.  This technique is sometimes referred to as a "settlement hedge"
or "transaction hedge." The fund may also enter into forward contracts to
purchase or sell a foreign currency in anticipation of future purchases or
sales of securities denominated in foreign currency, even if the specific
investments have not yet been selected by FMR.    
   The fund may also use forward contracts to hedge against a decline in
the value of existing investments denominated in foreign currency.  For
example, if the fund owned securities denominated in pounds sterling, it
could enter into a forward contract to sell pounds sterling in return for
U.S. dollars to hedge against possible declines in the pound's value.  Such
a hedge, sometimes referred to as a "position hedge," would tend to offset
both positive and negative currency fluctuations, but would not offset
changes in security values caused by other factors.  The fund could also
hedge the position by selling another currency expected to perform
similarly to the pound sterling - for example, by entering into a forward
contract to sell Deutschemarks or European Currency Units in return for
U.S. dollars.  This type of hedge, sometimes referred to as a "proxy
hedge," could offer advantages in terms of cost, yield, or efficiency, but
generally would not hedge currency exposure as effectively as a simple
hedge into U.S. dollars.  Proxy hedges may result in losses if the currency
used to hedge does not perform similarly to the currency in which the
hedged securities are denominated    
   The fund may enter into forward contracts to shift its investment
exposure from one foreign currency to another. This may include shifting
exposure from U.S. dollars to a foreign currency, or from one foreign
currency to another foreign currency. For exmaple, if the fund held
investments denominated in Deutschemarks, the fund could enter into forward
contracts to sell Deutschemarks and purchase Swiss Francs. This type of
strategy, sometimes known as a "cross-hedge," will tend to reduce or
eliminate exposure to the currency that is sold, and increase exposure to
the currency that is purchased, much as if the fund had sold a security
denominated in one currency and purchased an equivalent security
denominated in another. Cross-hedges protect against losses resulting from
a decline in the hedged currency, but will cause the fund to assume the
risk of fluctuations in the value of the currency it purchases.    
   Under certain conditions, SEC guidelines require mutual funds to set
aside appropriate liquid assets in a segregated custodial account to cover
currency forward contracts.  As required by SEC guidelines, the fund will
segregate assets to cover currency forward contracts, if any, whose purpose
is essentially speculative.  The fund will not segregate assets to cover
forward contracts entered into for hedging purposes, including settlement
hedges, position hedges, and proxy hedges.    
   Successful use of currency management strategies will depend on FMR's
skill in analyzing and predicting currency values.  Currency management
strategies may substantially change the fund's investment exposure to
changes in currency exchange rates, and could result in losses to the fund
if currencies do not perform as FMR anticipates.  For example, if a
currency's value rose at a time when FMR had hedged the fund by selling
that currency in exchange for dollars, the fund would be unable to
participate in the currency's appreciation.  If FMR hedges currency
exposure through proxy hedges, the fund could realize currency losses from
the hedge and the security position at the same time if the two currencies
do not move in tandem.  Similarly, if FMR increases the fund's exposure to
a foreign currency, and that currency's value declines, the fund will
realize a loss.  There is no assurance that FMR's use of currency
management strategies will be advantageous to the fund or that it will
hedge at an appropriate time.    
SHORT SALES "AGAINST THE BOX."  If the fund enters into a short sale
against the box, it will be required to set aside securities equivalent in
kind and amount to the securities sold short (or securities convertible or
exchangeable into such securities) and will be required to hold such
securities while the short sale is outstanding.  The fund will incur
transaction costs, including interest expense, in connection with opening,
maintaining, and closing short sales against the box.
 LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS.  The fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets   .     The fund intends to comply with    Rule     4.5
under the Commodity Exchange Act, which limits the extent to which the fund
can commit assets to initial margin deposits and option premiums.
 In addition, the fund will not:  (a) sell futures contracts, purchase put
options, or write call options if, as a result, more than 25% of the fund's
total assets would be hedged with futures and options under normal
conditions; (b) purchase futures contracts or write put options if, as a
result, the fund's total obligations upon settlement or exercise of
purchased futures contracts and written put options would exceed 25% of its
total assets; or (c) purchase call options if, as a result, the current
value of option premiums for call options purchased by the fund would
exceed 5% of the fund's total assets.  These limitations do not apply to
options attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
 The above limitations on the fund's investments in futures contracts and
options, and the fund's policies regarding futures contracts and options
discussed elsewhere in th   is     Statement of Additional Information may
be changed as regulatory agencies permit.
 FUTURES CONTRACTS.  When the fund purchases a futures contract, it agrees
to purchase a specified underlying instrument at a specified future date. 
When the fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date.  The price at which the purchase and
sale will take place is fixed when the fund enters into the contract.  Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Standard & Poor's 500 Composite Stock
Price Index (S&P 500).  Futures can be held until their delivery dates,
or can be closed out before then if a liquid secondary market is available.
 The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument.  Therefore, purchasing futures
contracts will tend to increase the fund's exposure to positive and
negative price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly.  When the fund sells a
futures contract, by contrast, the value of its futures position will tend
to move in a direction contrary to the market.  Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
 FUTURES MARGIN PAYMENTS.  The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date.  However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into.  Initial margin deposits are typically equal to a percentage of the
contract's value.  If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis.  The party that has a gain may
be entitled to receive all or a portion of this amount.  Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of the fund's investment limitations.  In the event of the
bankruptcy of an FCM that holds margin on behalf of the fund, the fund may
be entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
 PURCHASING PUT AND CALL OPTIONS.  By purchasing a put option, the fund
obtains the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price.  In return for this right, the fund
pays the current market price for the option (known as the option premium). 
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts.  The fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option.  If the option is allowed to expire,
the fund will lose the entire premium it paid.  If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price.  The fund may also terminate a put option position by closing it out
in the secondary market at its current price, if a liquid secondary market
exists.
 The buyer of a typical put option can expect to realize a gain if security
prices fall substantially.  However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
 The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price.  A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall.  At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
 WRITING PUT AND CALL OPTIONS.  When the fund writes a put option, it takes
the opposite side of the transaction from the option's purchaser.  In
return for receipt of the premium, the fund assumes the obligation to pay
the strike price for the option's underlying instrument if the other party
to the option chooses to exercise it.  When writing an option on a futures
contract the fund will be required to make margin payments to an FCM as
described above for futures contracts.  The fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price.  If the secondary
market is not liquid for a put option the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
 If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received.  If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price.  If security prices fall, the put writer would
expect to suffer a loss.  This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
 Writing a call option obligates the fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option.  The characteristics of writing call options are similar to those
of writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall.  Through receipt of the option
premium, a call writer mitigates the effects of a price decline.  At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
 COMBINED POSITIONS.  The fund may purchase and write options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall
position.  For example, the fund may purchase a put option and write a call
option on the same underlying instrument, in order to construct a combined
position whose risk and return characteristics are similar to selling a
futures contract.  Another possible combined position would involve writing
a call option at one strike price and buying a call option at a lower
price, in order to reduce the risk of the written call option in the event
of a substantial price increase.  Because combined options positions
involve multiple trades, they result in higher transaction costs and may be
more difficult to open and close out.
 CORRELATION OF PRICE CHANGES.  Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match the fund's current or
anticipated investments exactly.  The fund may invest in options and
futures contracts based on securities with different issuers, maturities,
or other characteristics from the securities in which it typically invests,
which involves a risk that the options or futures position will not track
the performance of the fund's other investments.  
 Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the fund's
investments well.  Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way.  Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts.  The fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases.  If price
changes in the fund's options or futures positions are poorly correlated
with its other investments, the positions may fail to produce anticipated
gains or result in losses that are not offset by gains in other
investments.
 LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS.  There is no assurance a
liquid secondary market will exist for any particular options or futures
contract at any particular time.  Options may have relatively low trading
volume and liquidity if their strike prices are not close to the underlying
instrument's current price.  In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day.  On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for the fund
to enter into new positions or close out existing positions.  If the
secondary market for a contract is not liquid because of price fluctuation
limits or otherwise, it could prevent prompt liquidation of unfavorable
positions, and potentially could require the fund to continue to hold a
position until delivery or expiration regardless of changes in its value. 
As a result, the fund's access to other assets held to cover its options or
futures positions could also be impaired.
 OTC OPTIONS.  Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter options (options not traded on
exchanges) generally are established through negotiation with the other
party to the option contract.  While this type of arrangement allows the
fund greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
 OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES.  Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date.  Most currency futures
contracts call for payment or delivery in U.S. dollars.  The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract.  The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency.  
 The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above.  The
fund may purchase and sell currency futures and may purchase and write
currency options to increase or decrease its exposure to different foreign
currencies.  The fund may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts. 
Currency futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the value of
the fund's investments.  A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect
the fund against a price decline resulting from deterioration in the
issuer's creditworthiness.  Because the value of the fund's
foreign-denominated investments changes in response to many factors other
than exchange rates, it may not be possible to match the amount of currency
options and futures to the value of the fund's investments exactly over
time.
 ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS.  The fund will comply
with guidelines established by the SEC with respect to coverage of options
and futures strategies by mutual funds, and if the guidelines so require
will set aside appropriate liquid assets in a segregated custodial account
in the amount prescribed.  Securities held in a segregated account cannot
be sold while the futures or option strategy is outstanding, unless they
are replaced with other suitable assets.  As a result, there is a
possibility that segregation of a large percentage of the fund's assets
could impede portfolio management or the fund's ability to meet redemption
requests or other current obligations.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of the fund by FMR pursuant to authority con   t    ained in the
management contract. Since FMR has granted investment management authority
to the sub-advisers (see the section entitled Management Contracts), the
sub-advisers are authorized to place order   s     for purchase and sale of
portfolio securities, and    w    ill do so in accordance with the policies
described below. FMR is also responsible for the placement of transaction
orders for other investment companies and accounts for which it or its
affiliates act as investment adviser.  In selecting broker-dealers, subject
to applicable limitations of the federal securities laws, FMR considers
various relevant factors, including, but not limited to, the size and type
of the transaction; the nature and character of the markets for the
security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered    o    n a continuing basis;
the reasonableness of any commissions   ;     and arrangements for payment
of fund expense. Commissions for    f    oreign investments traded on
foreign exchanges generally will be higher than for U.S. investments and
may not be subject to negotiation.
The fund may execute portfolio transactions with broker-dealers who provide
research and execution services to the fund or other accounts over which
FMR or its affiliates exercise investment discretion.  Such services may
include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; the availability of
securities or the purchasers or sellers of securities; furnishing analyses
and reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy, and performance of accounts; and effecting
securities transactions and performing functions incidental thereto (such
as clearance and settlement).  The selection of such broker-dealers is
generally made by FMR (to the extent possible consistent with execution
considerations) in accordance with a ranking of broker-dealers determined
periodically by FMR's investment staff based upon the quality of research
and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the fund may be useful to FMR in rendering investment management
services to the fund or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the fund.  The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services.  In order to cause
the fund to pay such higher commissions, FMR must determine in good faith
that such commissions are reasonable in relation to the value of the
brokerage and research services provided by such executing broker-dealers,
viewed in terms of  a particular transaction or FMR's overall
responsibilities to the fund and its other clients.  In reaching this
determination, FMR will not attempt to place a specific dollar value on the
brokerage and research services provided, or to determine what portion of
the compensation should be related to those services.  
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the fund or shares of other Fidelity
funds, to the extent permitted by law.  FMR may use research services
provided by and place agency transactions with Fidelity Brokerage Services,
Inc. (FBSI) and Fidelity Brokerage Services, Ltd. (FBSL), subsidiaries of
FMR Corp., if the commissions are fair, reasonable, and comparable to
commissions charged by non-affiliated, qualified brokerage firms for
similar services.  Prior to September 4, 1992, FBSL operated under the name
of Fidelity Portfolio Services, Ltd. (FPSL) as a wholly owned subsidiary of
Fidelity International Limited (FIL).  Edward C.    J    ohnson 3d is
Chairman of FIL.  Mr. Johnson 3d, Johnson family members, and various
trusts for the benefit  of  the Johnson family    o    wn, directly or
indirectly, more than 25% of the voting common stock of FIL.
   FMR may allocate brokerage transactions to broker-dealers who have
entered into arrangements with FMR under which the broker-dealer allocates
a portion of the commissions paid by the fund toward payment of the fund's
expenses, such as transfer agent fees or custodian fees.  The transaction
quality must, however, be comparable to those of other qualified
broker-dealers.       
   Section 11(a) of the Securities Exchange Act of 1934 prohibits members
of national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, unless certain requirements
are satisfied.  Pursuant to such requirements, the Board of Trustees has
authorized FBSI to execute portfolio transactions on national securities
exchanges in accordance with approved procedures and applicable SEC
rules.    
   The Trustees periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio transactions
on behalf of the fund and review the commissions paid by the fund over
representative periods of time to determine if they are reasonable in
relation to the benefits to the fund.     
For the fiscal years ended July 31, 199   4     and 199   3     the fund's
portfolio turnover rates were    ____% and ____%,     respectively.
BROKERAGE COMMISSIONS.  The table on page    __     lists the total
brokerage commissions paid; the percentage of the brokerage commissions
paid to brokerage firms that provided research services    although the
provision of such services was not necessarily a factor in the placement of
all of this business with such firms    ; and the dollar amount commissions
paid to FBSI and FBSL for the fiscal periods ended July 31, 199   4    ,
199   3    , and 199   2    .  The table also lists the percentage of the
fund's aggregate brokerage commissions paid to FBSI and FBSL during the
last three fiscal    years    , as well as the percentage of the fund's
aggregate dollar amount of transactions executed through FBSI and FBSL
during the same period.     The fund pays both commission and spreads in
connection with the placement of portfolio transactions; FBSI is paid on a
commission basis.     The difference in the percentage of the brokerage
commissions paid to, and the percentage of the dollar amount of
transactions effected through FBSI is a result of the low commission rates
charged by FBSI.
 
<TABLE>
<CAPTION>
<S>          <C>     <C>               <C>       <C>        <C>           <C>           <C>            <C>            
                                                                                        % OF           % OF           
 
                                                            % OF          % OF          TRANSACTIONS   TRANSACTIONS   
 
                     % PAID TO                              COMMISSIONS   COMMISSIONS   EFFECTED       EFFECTED       
 
YEAR ENDED           FIRMS PROVIDING                        PAID          PAID          THROUGH        THROUGH        
 
JULY 31,     TOTAL   RESEARCH          TO FBSI   TO FBSL    TO FBSI       TO FBSL       FBSI           FBSL           
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>            <C>          <C>       <C>         <C>         <C>      <C>     <C>      <C>       
 199   4       ______       _____     _____       _____       _____    _____   _____    ______    
 
 1993                        59.70%   $702,779    $3,349      21.30%   1.00%   25.50%    3.00%    
               $3,293,979                                                                         
 
 1992                        56.40      307,760     86,397    16.09    4.52    18.71    12.68     
               1,912,414                                                                          
 
</TABLE>
 
From time to time the Trustees will review whether the recapture for the
benefit of the fund of some portion of the brokerage commissions or similar
fees paid by the fund on portfolio transactions is legally permissible and
advisable.  The fund seeks to recapture soliciting broker-dealer fees on
the tender of portfolio securities, but at present no other recapture
arrangements are in effect.  The Trustees intend to continue to review
whether recapture opportunities are available and are legally permissible
and, if so, to determine, in the exercise of their business judgment,
whether it would be advisable for the fund to seek such recapture.
Although the Trustees and officers of the fund are substantially the same
as those of other funds managed by FMR, investment decisions for the fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates.  It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds    and accounts
    are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one fund   
or account    .
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with    procedures believes to be appropriate and     be equitable
   for     each fund.  In some cases this system could have a detrimental
effect on the price or value of a security as far as the fund is concerned. 
In other cases, however, the ability of the fund to participate in volume
transactions will produce better executions and prices for the fund.  It is
the current opinion of the Trustees that the desirability of retaining FMR
as investment adviser to the fund outweighs any disadvantages that may be
said to exist from exposure to simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade.     M    ost equity securities for
which the primary market is the U.S. are valued at last sale price or, if
no sale has occurred, at the closing bid price.     M    ost equity
securities for which the primary market is outside the U.S. are valued
using the official closing price or the last sale price in the principal
market where they are traded.  If the last sale price (on the local
exchange) is unavailable, the last evaluated quote or last bid price is
normally used.  Short-term securities are valued either at amortized cost
or at original cost plus accrued interest, both of which approximate
current value.    C    onvertible securities and fixed-income securities
are valued primarily by a pricing service that uses a vendor security
valuation matrix which incorporates both dealer-supplied valuations and
electronic data processing techniques.  This two-fold approach is believed
to more accurately reflect fair value because it takes into account
appropriate factors such as institutional trading in similar groups of
securities, yield, quality, coupon rate, maturity, type of issue, trading
characteristics, and other market data, without exclusive reliance upon
quoted, exchange, or over-the-counter prices.  Use of pricing services has
been approved by the Board of Trustees.
Securities and other assets for which there is no readily available market
are valued in good faith by a committee appointed by the Board of Trustees.
The procedures set forth above need not be used to determine the value of
the securities owned by the fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method (e.g., closing
over-the-counter bid prices in the case of debt instruments traded on an
exchange) would more accurately reflect the fair market value of such
securities.
Generally, the valuation of foreign and domestic equity securities, as well
as corporate bonds, U.S. government securities, money market instruments,
and repurchase agreements, is substantially completed each day at the close
of the NYSE.  The values of any such securities held by the fund are
determined as of such time for the purpose of computing the fund's net
asset value.  Foreign security prices are furnished by independent brokers
or quotation services which express the value of securities in their local
currency.  FSC gathers all exchange rates daily at the close of the NYSE
using the last quoted price on the local currency and then translates the
value of foreign securities from their local currency into U.S. dollars. 
Any changes in the value of forward contracts due to exchange rate
fluctuations and days to maturity are included in the calculation of net
asset value.  If an extraordinary event that is expected to materially
affect the value of a portfolio security occurs after the close of an
exchange on which that security is traded, then the security will be valued
as determined in good faith by a committee appointed by the Board of
Trustees.
PERFORMANCE
The fund may quote performance in various ways.  All performance
information supplied by the fund in advertising is historical and is not
intended to indicate future returns.  The fund's share price,    y    ield,
and total return fluctuate in response to market conditions and other
factors, and the value of fund shares when redeemed may be more or less
than their original cost. 
    TOTAL RETURN CALCULATIONS.  Total returns quoted in advertising reflect
all aspects of the fund's return, including the effect of
   r    einvesting dividends and capital gain distributions, and any change
in the fund's NAV over a stated period. Average annual total returns are
calculated by determining the growth or decline in value of a hypothetical
historical investment in the fund over a stated period, and then
calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had been
constant over the period.  For example, a cumulative total return of 100%
over ten years would produce an average annual return of 7.18%, which is
the steady annual rate of return that would equal 100% growth on a
compounded basis in ten years. While average annual returns are a
convenient means of comparing investment alternatives, investors should
realize that the fund's performance is not constant over time, but changes
from year to year, and that average annual returns represent averaged
figures as opposed to the actual year-to-year performance of the fund
In addition to average annual total returns, the fund may quote unaveraged
or cumulative total returns reflecting the simple charge in value of an
investment over a stated period.  Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions, over any time period.  Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return.  Total returns may be quoted
   o    n a before-tax or after-tax basis and may be quoted with or without
taking the fund's 3% maximum sales charge into account and    m    ay or
may not include the effect of the fund's 1.5% redemption fee on shares held
less than 90 days. Excluding the fund's sales    c    har   g    e or
redemption fee from a total return calculation produces a higher total
return figure. Total returns, yields, and other performance information may
be quoted numerically or in a table, graph, or similar illustration.
NET ASSET VALUE.  Charts and graphs using the fund's net asset values,
adjusted net asset values, and benchmark indices may be used to exhibit
performance.  An adjusted NAV includes any distributions paid by the fund
and reflects all elements of its return.  Unless otherwise indicated, the
fund's adjusted NAVs are not adjusted for sales charges, if any. 
MOVING AVERAGES. The fund may illustrate performance using moving averages.
A long-term moving average is the average of each week's adjusted closing
NAV for a specified period. A short-term moving average is the average of
each day's adjusted closing NAV for a specified period. Moving Average
Activity Indicators combine adjusted closing NAVs from the last business
day of each week with moving averages for a specified period to produce
indicators showing when an NAV has crossed, stayed above, or stayed below
its moving average. On    July 31,     199   4    , the 13-week and 39-week
long-term moving averages were __% and __%, respectively.  
HISTORICAL    F    UND RESULTS.  The following table shows the    fund's
total returns for periods ended July 31, 1994. Total return figures include
the effect of the fund's 3% sales charge, but do not include the effect of
the fund's 1.5% redemption fee, applicable to shares held less than 90
days.     
 
   Average Annual Total Returns          Cumulative Total Returns       
 
 
<TABLE>
<CAPTION>
<S>                <C>           <C>            <C>                    <C>           <C>            <C>                    
                      One
          Five
          
                      One
          Five
          
                   
                      Year          Years          Life of Fund*          Year          Years          Life of Fund*       
 
   Low-Price                                                                                                               
   d Stock                                                                                                                 
 
</TABLE>
 
   *  From December 27, 1989 (commencement of operations).    
       
   The following table shows the income and capital elements of the fund's
cumulative total return. The table compares the fund's return to the record
of the Standard and Poor's Composite Stock Price Index (S&P 500), the
Dow Jones Industrial Average (DJIA), and the cost of living (measured by
the Consumer Price Index, or CPI) over the same period. The CPI information
is as of the month end closest to the initial investment date for the fund.
The S&P 500 and the DJIA comparisons are provided to show how the
fund's total return compared to the record of a broad average of common
stock prices and a narrower set of stocks of major industrial companies,
respectively, over the same period. The fund has the ability to invest in
securities not included in either index, and its investment portfolio may
or may not be similar in composition to the indicies. Figures of the
S&P 500 and DJIA are based on the prices of unmanaged groups of stocks
and, unlike the fund's returns, do not include the effect of paying
brokerage commissions and other costs of investing.    
   During the period from December 27, 1989 (commencement of operations) to
July 31, 1994, a hypothetical $10,000 investment in Fidelity Low-Priced
Stock Fund would have grown to $____ after deducting the fund's 3% sales
charge and assuming all distributions were reinvested.  This was a period
of fluctuating stock prices and the figures below should not be considered
representative of the dividend income or capital gain or loss that could be
realized from an investment in the fund today.    
      FIDELITY LOW-PRICED STOCK FUND   INDICES    
 
 
<TABLE>
<CAPTION>
<S>        <C>          <C>               <C>             <C>     <C>           <C>      <C>           <C>       
           VALUE OF     VALUE OF                                                                                 
 
YEAR       INITIAL      REINVESTED        REINVESTED                                                             
 
ENDED      $10,000         DIVIDEND       CAPITAL GAIN    TOTAL   RUSSELL                              COST OF   
 
JULY 31,   INVESTMENT   DISTRIBUTIONS     DISTRIBUTIONS   VALUE      2    000   S&      DJIA       LIVING*   
                                                                                P 500                            
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>            <C>        <C>                 <C>       <C>       <C>       <C>       <C>       <C>       
1990(dagger)   $10,418                                                                                    
 
1991             12,251                                                                                   
 
1992             14,492                                                                                   
 
1993             16,684                                                                                   
 
1994                                                                                                      
 
</TABLE>
 
 
 (dagger) From December 27, 1989 (commencement of operations) through July
31, 1990.
  * From month   -    end closest to initial investment date.
Explanatory Notes:  With an initial investment of $10,000 made on December
27, 1989,  the net amount invested in fund shares    w    as $9,700.  The
cost of the initial investment ($10,000), together with the aggregate cost
of reinvested dividends and capital gain    d    istributions for the
period covered (their cash value at the time they were reinvested),
amounted to $___.  If distributions had not been reinvested, the amount of
distributions earned from the fund over time would have been smaller, and
cash payments for the    p    eriod would have come to $___ for dividends
and $___ for capital gains distributions.  Tax consequences of different
investments    h    ave not been factored into the above figures. The
figures shown above do not reflect the fund's 1.5% redemption fee
applicable to shares held less than 90 days.
 The fund's performance may be compared to the performance of other mutual
funds in general, or to the performance of particular types of mutual
funds.   These comparisons may be expressed as mutual fund rankings
prepared by Lipper Analytical Services, Inc. (Lipper), an independent
service located in Summit, New Jersey    that     monitors the performance
of mutual funds.  Lipper generally ranks funds on the basis of total
return, assuming reinvestment of distributions, but does not take sales
charges or redemption fees into consideration, and is prepared without
regard to tax consequences. In addition to the mutual fund rankings, the
fund's performance may be compared to    stock, bond, and money market
    mutual fund performance indices prepared by Lipper    or other
organizations    .    When comparing these indices, it is important to
remember the risk and return characteristics of each type of investment.
For example, while stock mutual funds may offer higher potential returns,
they also carry the highest degree of share price volatility. Likewise,
money market funds may offer greater stability of principal, but generally
do not offer the higher potential returns from stock mutual funds.     
   From time to time, the fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the fund may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. is a mutual fund rating service that rates
mutual funds on the basis of risk-adjusted performance. Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in
advertising.    
   The fund may be compared in advertising to Certificates of Deposit (CDs)
or other investments issued by banks or other depository institutions. 
Mutual funds differ from bank investments in several respects.  For
example, the fund may offer a greater liquidity or higher potential returns
than CDs,  the fund does not guarantee your principal or your return, and
the fund shares are not FDIC insured.    
   Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies. Such
information may include information about current economic, market, and
political conditions; materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; worksheets used to project savings needs based on assumed rates of
inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products and
services.    
 Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long   -    term corporate bonds,
intermediate   -    term government bonds, long   -    term government
bonds, Treasury bills, the U.S. rate of inflation (based on the CPI), and
combinations of various capital markets.  The performance of these capital
markets is based on the returns of different indices.
 Fidelity funds may use the performance of these capital markets in order
to demonstrate general risk   -    versus   -    reward investment
scenarios.  Performance comparisons may also include the value of a
hypothetical investment in any of these capital markets.  The risks
associated with the security types in any capital market may or may not
correspond directly to those of the funds.  Ibbotson calculates total
returns in the same method as the funds.  The funds may also compare
performance to that of other compilations or indices that may be developed
and made available in the future.
 In advertising materials, Fidelity may reference        or discuss its
products and services, which may include: other Fidelity funds; retirement
investing; brokerage products and services; the effects of    periodic
investment plans and     dollar cost averaging   ;     saving for college
or other goals; charitable giving; and the Fidelity credit card. In
addition, Fidelity may quote    or reprint     financial or business
publications and periodicals, including model portfolios or allocations, as
they relate t   o current economic and political conditions,     fund
management,    portfolio composition,     investment philosophy, and
investment techniques,    the desirability of owning a particular mutual
fund, and Fidelity services and products    .    Fidelity may also reprint,
and use as advertising and sales literature, articles from Fidelity Focus,
a quarterly magazine provided free of charge to Fidelity fund
shareholders.    
   The fund may present its fund number, Quotron number, and CUSIP number,
and discuss or quote its current portfolio manager.    
VOLATILITY.  The fund may quote various measures of volatility and
benchmark correlation in advertising. In addition, the fund may compare
these measures to those of other funds. Measures of volatility seek to
compare the fund's historical share price fluctuations or total returns    
    to those of a benchmark.  Measures of benchmark correlation indicate
how valid a comparative benchmark may be.  All measures of volatility and
correlation are calculated using averages of historical data.
MOMENTUM INDICATORS indicate the fund's price movements over specific
periods of time.  Each point on the momentum indicator represents the
fund's percentage change in price movements over that period.
The fund may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging.  In such a
program, an investor invests a fixed dollar amount in a fund at periodic
intervals, thereby purchasing fewer shares when prices are high and more
shares when prices are low.  While such a strategy does not assure a profit
or guard against loss in a declining market, the investor's average cost
per share can be lower than if fixed numbers of shares are purchased at the
same intervals.  In evaluating such a plan, investors should consider their
ability to continue purchasing shares during periods of low price levels.
The fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after   -    tax returns over time.  For example, a $1,000
investment earning a taxable return of 10% annually would have an
after   -    tax value of $   1,949     after ten years, assuming tax was
deducted from the return each year at a    31    % rate.  An equivalent
tax   -    deferred investment would have an after   -    tax value of
$2,   100     after ten years, assuming tax was deducted at a    31    %
rate from the tax   -    deferred earnings at the end of the
ten   -    year period.
As of Ju   ly 31    , 199   4    , FMR managed approximately $   ___    
billion in    tax-free assets, $___ billion in money market fund assets,
$___ billion in     equity fund assets   , $___ billion in international
fund assets, and $___ billion in Spartan fund assets.        The fund may
reference the growth and variety of money market mutual funds and the
adviser's innovation and participation in the industry. The equity funds
under management figure represents the largest amount of equity fund assets
under management by a mutual fund investment adviser in the United States,
making FMR America's leading equity (stock)        fund manager. FMR, its
subsidiaries, and affiliates maintain a worldwide information and
communications network for the purpose of researching and managing
investment abroad, with over ___ employees in over ___ foreign
countries.    
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Pursuant to Rule 22d-1 under the Investment Company Act of 1940 (the 1940
Act), FDC exercises its right to waive the fund's front-end sales charge on
shares acquired through reinvestment of dividends and capital gain
distributions or in connection with the fund's merger with or acquisition
of any investment company or trust.  In addition, FDC has chosen to waive
the fund's sales charge in certain instances because of efficiencies
involved in those sales of shares. The sales charge will not apply:
(1) to shares purchased in connection with an employee benefit plan
(including the Fidelity-sponsored 403(b) and corporate IRA programs but
otherwise as defined in the Employee Retirement Income Security Act)
maintained by a U.S. employer and having more than 200 eligible employees,
or a minimum of $3,000,000 in plan assets invested in Fidelity mutual
funds, or as part of an employee benefit plan maintained by a U.S. employer
that is a member of a parent-subsidiary group of corporations (within the
meaning of Section 1563(a)(1) of the Internal Revenue Code, with "50%"
substituted for "80%") any member of which maintains an employee benefit
plan having more than 200 eligible employees, or a minimum of $3,000,000 in
plan assets invested in Fidelity mutual funds, or as part of an employee
benefit plan maintained by a non-U.S. employer having 200 or more eligible
employees, or a minimum of $3,000,000 in assets invested in Fidelity mutual
funds, the assets of which are held in a bona fide trust for the exclusive
benefit of employees participating therein;
(2) to shares purchased by an insurance company separate account used to
fund annuity contracts purchased by employee benefit plans (including
403(b) programs, but otherwise as defined in the Employee Retirement Income
Security Act), which, in the aggregate, have either more than 200 eligible
employees or a minimum of $3,000,000 in assets invested in Fidelity funds; 
 (3) to shares in a Fidelity IRA account purchased (including purchases by
exchange) with the proceeds of a distribution from an employee benefit plan
provided that:  (i) at the time of distribution, the employer, or an
affiliate (as described in exemption (1) above) of such employer,
maintained at least one employee benefit plan that qualified for exemption
(1) and that had at least some portion of its assets invested in one or
more mutual funds advised by FMR, or in one or more accounts or pools
advised by Fidelity Management Trust Company; and (ii) the distribution is
transferred from the plan to a Fidelity Rollover IRA account within 60 days
from the date of the distribution;
 (4) to shares purchased by a charitable organization (as defined in
Section 501(c)(3) of the Internal Revenue Code) investing $100,000 or more;
 (5) to shares purchases for a charitable remainder trust or life income
pool established for the benefit of a charitable organization (as defined
by Section 501(c)(3) of the Internal Revenue Code); 
(6) to shares purchased by an investor participating in the Fidelity Trust
Portfolios program (these investors must make initial investments of
$100,000 or more in the Trust Portfolios funds and must, during the initial
six month period, reach and maintain an aggregate balance of at least
$500,000 in all accounts and subaccounts purchased through the Trust
Portfolios program); 
(7) to shares purchased through Portfolio Advisory Services;
(8) to shares purchased by a current or former Trustee or officer of a
Fidelity fund or a current or retired officer, director, or regular
employee of FMR Corp. or its direct or indirect subsidiaries (a Fidelity
Trustee or employee), the spouse of a Fidelity Trustee or employee, a
Fidelity Trustee or employee acting as custodian for a minor child, or a
person acting as trustee of a trust for the sole benefit of the minor child
of a Fidelity Trustee or employee; 
(9) to shares purchased by a bank trust officer, registered representative,
or other employee of a qualified recipient.  Qualified recipients are
securities dealers or other entities, including banks and other financial
institutions, who have sold the fund's shares under special arrangements in
connection with FDC's sales activities;
(10) to shares purchased by contributions and exchanges to the following
prototype or prototype-like retirement plans sponsored by FMR Corp. or FMR
and that are marketed and distributed directly to plan sponsors or
participants, without any intervention or assistance from any intermediary
distribution channel:  The Fidelity IRA, The Fidelity Rollover IRA, The
Fidelity SEP-IRA and SARSEP, The Fidelity Retirement Plan, Fidelity Defined
Benefit Plan, The Fidelity Group IRA, The Fidelity 403(b) Program, The
Fidelity Investments 401(a) Prototype Plan for Tax-Exempt Employers, and
The CORPORATE plan for Retirement (Profit Sharing and Money Purchase Plan);
(11) to shares purchased as part of a pension or profit-sharing plan as
defined in Section 401 (a) of the Internal Revenue Code that maintains all
of its mutual fund assets in Fidelity mutual funds, provided the plan
executes a Fidelity non-prototype sales charge waiver request form
confirming its qualification;
(12) to shares purchased by a registered investment adviser (RIA) for his
or her discretionary accounts, provided he or she executes a Fidelity RIA
load waiver agreement which specified certain aggregate minimum and
operating provisions. This waiver is available only for shares purchased
directly from Fidelity, without a broker, unless purchased through a
brokerage firm which is a correspondent of National Financial Services
Corporation (NFSC). The waiver is unavailable, however, if the RIA is part
of an organization principally engaged in the brokerage business, unless
the brokerage firm in the organization is an NFSC correspondent; or
(13) to shares purchased by a trust institution of bank trust department
for its non-discretionary, non-retirement fiduciary accounts, provided it
executes a Fidelity Trust load waiver agreement which specifies certain
aggregate minimum and operating provisions. This waiver is available only
for shares purchased either directly from Fidelity or through a
bank-affiliated broker, and is unavailable if the trust department or
institution is part of an organization not principally engaged in banking
or trust activities.
The fund's sales charge may be reduced to reflect sales charges previously
paid, or that would have been paid absent a reduction for some purchases
made directly with Fidelity as noted in the prospectus, in connection with
investments in other Fidelity funds.  This includes reductions for
investments in prototype-like retirement plans sponsored by FMR or FMR
Corp., which are listed above. 
The fund is open for business and its net asset value per share (NAV) is
calculated each day the New York Stock Exchange (NYSE) is open for trading. 
The NYSE has designated the following holiday    closings     for
199   4    : Washington's Birthday (observed), Good Friday, Memorial Day
(observed), Independence Day, Labor Day, Thanksgiving Day, and Christmas
Day    (observed)    .  Although FMR expects the same holiday schedule   ,
with the addition of New Year's Day,     to be observed in the future, the
NYSE may modify its holiday schedule at any time.
FSC normally determines the fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time).  However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the SEC.  To the
extent that portfolio securities are traded in other markets on days when
the NYSE is closed, the fund's NAV may be affected on days when investors
do not have access to the fund to purchase or redeem shares.    In
addition, trading in some of the fund's portfolio securities may not occur
on days when the fund is open for business.    
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing the fund's NAV.  Shareholders receiving securities or other
property on redemption may realize a gain or loss for tax purposes, and
will incur any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a   -    3 under the 1940 Act, the fund is required to
give shareholders at least 60 days' notice prior to terminating or
modifying its exchange privilege.  Under the Rule, the 60   -    day
notification requirement may be waived if (i) the only effect of a
modification would be to reduce or eliminate an administration fee,
redemption fee, or deferred sales charge ordinarily payable at the time of
an exchange, or (ii) the fund suspends the redemption of the shares to be
exchanged as permitted under the 1940 Act or the rules and regulations
thereunder, or the fund to be acquired suspends the sale of its shares
because it is unable to invest amounts effectively in accordance with its
investment objective and policies.
In the prospectus, the fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS.  If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months.  Fidelity may reinvest your distributions at the
then   -    current NAV.  All subsequent distributions will then be
reinvested until you provide Fidelity with alternate instructions.
DIVIDENDS.  A portion of the fund's income may qualify for the
dividends   -    received deduction available to corporate shareholders to
the extent that the fund's income is derived from qualifying dividends. 
Because the fund may earn other types of income, such as interest income
from securities loans, non   -    qualifying dividends, and
short   -    term capital gains, the percentage of dividends from the fund
that qualify for the deduction generally will be less than 100%.  The fund
will notify corporate shareholders annually of the percentage of fund
dividends that qualify for the dividends   -    received deduction.  A
portion of the fund's dividends derived from certain U.S. government
obligations may be exempt from state and local taxation.  Gains (losses)
attributable to foreign currency fluctuations are generally taxable as
ordinary income and therefore, will increase (decrease) dividend
distributions.  
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 long   -    term 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 long   -    term 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.  Distributions from
short   -    term capital gains do not qualify for the
dividends   -    received deduction.
FOREIGN TAXES.  Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities.  Because the fund does
not currently anticipate that securities of foreign issuers will constitute
more than 50% of its total assets at the end of its fiscal year,
shareholders should not expect to claim a foreign tax credit or deduction
on their federal income tax returns with respect to foreign taxes withheld.
TAX STATUS OF THE FUND.  The fund has qualified and intends to continue to
qualify each year as a "regulated investment company" for tax purposes so
that it will not be liable for federal tax at the fund level on income and
capital gains distributed to shareholders.  In order to qualify as a
regulated investment company and avoid being subject to federal income or
excise taxes, the fund intends to distribute substantially all of its net
investment income and net realized capital gains within each calendar year
as well as on a fiscal year basis.  The fund intends to comply with other
tax rules applicable to regulated investment companies, including a
requirement that capital gains from the sale of securities held less than
three months constitute less than 30% of the fund's gross income for each
fiscal year.  Gains from some forward currency contracts, futures
contracts, and options are included in this 30% calculation, which may
limit the fund's investments in such instruments.  If the fund purchases
shares in certain foreign investment entities defined as passive foreign
investment companies (PFIC's), in the Internal Revenue Code, it may be
subject to U.S. federal income tax on a portion of any excess distribution
or gain from the disposition of such shares.  Interest charges may also be
imposed on the fund with respect to deferred taxes arising from such
distributions or gains.     The fund is treated as a separate entity from
the other funds or Fidelity Puritan Trust for tax purposes.    
OTHER TAX INFORMATION.  The information above is only a summary of some of
the tax consequences generally affecting the fund and its shareholders, and
no attempt has been made to discuss individual tax consequences.  In
addition to federal income taxes, shareholders may be subject to state and
local taxes on distributions received from the fund.  Investors should
consult their tax advisers to determine whether the fund is suitable to
their particular tax situation.
FMR
FMR is a wholly owned subsidiary of FMR Corp., a parent company organized
in 1972.  At present, the principal operating activities of FMR Corp. are
those conducted by three of its divisions as follows: FSC, which is the
transfer and shareholder servicing agent for certain of the funds advised
by FMR; Fidelity Investments Institutional Operations Company, which
performs shareholder servicing functions for certain institutional
customers; and Fidelity Investments Retail Marketing Company, which
provides marketing services to various companies within the Fidelity
organization.
Several affiliates of FMR are also engaged in the investment advisory
business.  Fidelity Management Trust Company provides trustee, investment
advisory, and administrative services to retirement plans and corporate
employee benefit accounts.  FMR U.K. and FMR Far East, both wholly owned
subsidiaries of FMR formed in 1986, supply investment research, and may
supply portfolio management services, to FMR in connection with certain
funds advised by FMR.  Analysts employed by FMR, FMR U.K., and FMR Far East
research and visit thousands of domestic and foreign companies each year. 
FMR Texas Inc., a wholly owned subsidiary of FMR formed in 1989, supplies
portfolio management and research services in connection with certain money
market funds advised by FMR.
TRUSTEES AND OFFICERS 
The Trustees and executive officers of the    t    rust are listed below.
Except as indicated, each individual has held the office shown or other
offices in the same company for the last five years.  All persons named as
Trustees also serve in similar capacities for other funds advised by FMR.
Unless otherwise noted, the business address of each Trustee and officer is
82 Devonshire Street, Boston, Massachusetts 02109, which is also the
address of FMR.  Those Trustees who are "interested persons" (as defined in
the Investment Company Act of 1940) by virtue of their affiliation with
either the    t    rust or FMR are indicated by an asterisk (*).
       
   *EDWARD C. JOHNSON 3d, Trustee and President, is Chairman, Chief
Executive Officer and a Director of FMR Corp.; a Director and Chairman of
the Board and of the Executive Committee of FMR; Chairman and a Director of
FMR Texas Inc. (1989), Fidelity Management & Research (U.K.) Inc., and
Fidelity Management & Research (Far East) Inc.    
   *J. GARY BURKHEAD, Trustee and Senior Vice President, is President of
FMR; and President and a Director of FMR Texas Inc. (1989), Fidelity
Management & Research (U.K.) Inc., and Fidelity Management &
Research (Far East) Inc.    
   RALPH F. COX, 200 Rivercrest Drive, Fort Worth, TX, Trustee (1991), is a
consultant to Western Mining Corporation (1994). Prior to February 1994, he
was President of Greenhill Petroleum Corporation (petroleum exploration and
production, 1990).  Until March 1990, Mr. Cox was President and Chief
Operating Officer of Union Pacific Resources Company (exploration and
production).  He is a Director of Sanifill Corporation (non-hazardous
waste, 1993) and CH2M Hill Companies (engineering).  In addition, he served
on the Board of Directors of the Norton Company (manufacturer of industrial
devices, 1983-1990) and continues to serve on the Board of Directors of the
Texas State Chamber of Commerce, and is a member of advisory boards of
Texas A&M University and the University of Texas at Austin.    
   PHYLLIS BURKE DAVIS, P.O. Box 264, Bridgehampton, NY, Trustee (1992). 
Prior to her retirement in September 1991, Mrs. Davis was the Senior Vice
President of Corporate Affairs of Avon Products, Inc.  She is currently a
Director of BellSouth Corporation (telecommunications), Eaton Corporation
(manufacturing, 1991), and the TJX Companies, Inc. (retail stores, 1990),
and previously served as a Director of Hallmark Cards, Inc. (1985-1991) and
Nabisco Brands, Inc.  In addition, she serves as a Director of the New York
City Chapter of the National Multiple Sclerosis Society, and is a member of
the Advisory Council of the International Executive Service Corps. and the
President's Advisory Council of The University of Vermont School of
Business Administration.    
   RICHARD J. FLYNN, 77 Fiske Hill, Sturbridge, MA, Trustee, is a financial
consultant.  Prior to September 1986, Mr. Flynn was Vice Chairman and a
Director of the Norton Company (manufacturer of industrial devices).  He is
currently a Director of Mechanics Bank and a Trustee of College of the Holy
Cross and Old Sturbridge Village, Inc.    
   E. BRADLEY JONES, 3881-2 Lander Road, Chagrin Falls, OH, Trustee (1990). 
Prior to his retirement in 1984, Mr. Jones was Chairman and Chief Executive
Officer of LTV Steel Company.  Prior to May 1990, he was Director of
National City Corporation (a bank holding company) and National City Bank
of Cleveland.  He is a Director of TRW Inc. (original equipment and
replacement products), Cleveland-Cliffs Inc (mining), NACCO Industries,
Inc. (mining and marketing), Consolidated Rail Corporation, Birmingham
Steel Corporation, Hyster-Yale Materials Handling, Inc. (1989), and RPM,
Inc. (manufacturer of chemical products, 1990).  In addition, he serves as
a Trustee of First Union Real Estate Investments, Chairman of the Board of
Trustees and a member of the Executive Committee of the Cleveland Clinic
Foundation, a Trustee and a member of the Executive Committee of University
School (Cleveland), and a Trustee of Cleveland Clinic Florida.    
   DONALD J. KIRK, 680 Steamboat Road, Apartment #1-North, Greenwich, CT,
Trustee, is a Professor at Columbia University Graduate School of Business
and a financial consultant.  Prior to 1987, he was Chairman of the
Financial Accounting Standards Board.  Mr. Kirk is a Director of General Re
Corporation (reinsurance) and Valuation Research Corp. (appraisals and
valuations, 1993). In addition, he serves as Vice Chairman of the Board of
Directors of the National Arts Stabilization Fund and Vice Chairman of the
Board of Trustees of the Greenwich Hospital Association.    
   *PETER S. LYNCH, Trustee (1990) is Vice Chairman of FMR (1992).  Prior
to his retirement on May 31, 1990, he was a Director of FMR (1989) and
Executive Vice President of FMR (a position he held until March 31, 1991);
Vice President of Fidelity Magellan Fund and FMR Growth Group Leader; and
Managing Director of FMR Corp.  Mr. Lynch was also Vice President of
Fidelity Investments Corporate Services (1991-1992).  He is a Director of
W.R. Grace & Co. (chemicals, 1989) and Morrison Knudsen Corporation
(engineering and construction).  In addition, he serves as a Trustee of
Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield
(1989) and Society for the Preservation of New England Antiquities, and as
an Overseer of the Museum of Fine Arts of Boston (1990).    
   GERALD C. McDONOUGH, 135 Aspenwood Drive, Cleveland, OH, Trustee (1989),
is Chairman of G.M. Management Group (strategic advisory services).  Prior
to his retirement in July 1988, he was Chairman and Chief Executive Officer
of Leaseway Transportation Corp. (physical distribution services). Mr.
McDonough is a Director of ACME-Cleveland Corp. (metal working,
telecommunications and electronic products), Brush-Wellman Inc. (metal
refining), York International Corp. (air conditioning and refrigeration,
1989), Commercial Intertech Corp. (water treatment equipment, 1992), and
Associated Estates Realty Corporation (a real estate investment trust,
1993).     
   EDWARD H. MALONE, 5601 Turtle Bay Drive #2104, Naples, FL, Trustee. 
Prior to his retirement in 1985, Mr. Malone was Chairman, General Electric
Investment Corporation and a Vice President of General Electric Company. 
He is a Director of Allegheny Power Systems, Inc. (electric utility),
General Re Corporation (reinsurance) and Mattel Inc. (toy manufacturer). In
addition, he serves as a Trustee of Corporate Property Investors, the EPS
Foundation at Trinity College, the Naples Philharmonic Center for the Arts,
and Rensselaer Polytechnic Institute, and he is a member of the Advisory
Boards of Butler Capital Corporation Funds and Warburg, Pincus Partnership
Funds.    
   MARVIN L. MANN, 55 Railroad Avenue, Greenwich, CT, Trustee (1993) is
Chairman of the Board, President, and Chief Executive Officer of Lexmark
International, Inc. (office machines, 1991).  Prior to 1991, he held the
positions of Vice President of International Business Machines Corporation
("IBM") and President and General Manager of various IBM divisions and
subsidiaries.  Mr. Mann is a Director of M.A. Hanna Company (chemicals,
1993) and Infomart (marketing services, 1991), a Trammell Crow Co.  In
addition, he serves as the Campaign Vice Chairman of the Tri-State United
Way (1993) and is a member of the University of Alabama President's Cabinet
(1990).    
   THOMAS R. WILLIAMS, 21st Floor, 191 Peachtree Street, N.E., Atlanta, GA,
Trustee, is President of The Wales Group, Inc. (management and financial
advisory services).  Prior to retiring in 1987, Mr. Williams served as
Chairman of the Board of First Wachovia Corporation (bank holding company),
and Chairman and Chief Executive Officer of The First National Bank of
Atlanta and First Atlanta Corporation (bank holding company).  He is
currently a Director of BellSouth Corporation (telecommunications),
ConAgra, Inc. (agricultural products), Fisher Business Systems, Inc.
(computer software), Georgia Power Company (electric utility), Gerber Alley
& Associates, Inc. (computer software), National Life Insurance Company
of Vermont, American Software, Inc. (1989), and AppleSouth, Inc.
(restaurants, 1992).    
   GARY L. FRENCH, Treasurer (1991).  Prior to becoming Treasurer of the
Fidelity funds, Mr. French was Senior Vice President, Fund Accounting -
Fidelity Accounting & Custody Services Co. (1991); Vice President, Fund
Accounting - Fidelity Accounting & Custody Services Co. (1990); and
Senior Vice President, Chief Financial and Operations Officer - Huntington
Advisers, Inc. (1985-1990).    
   ARTHUR S. LORING, Secretary, is Senior Vice President and General
Counsel of FMR, Vice President-Legal of FMR Corp., and Vice President and
Clerk of FDC.    
ROBERT H. MORRISON, Manager, Security Transactions, is an employee of FMR.
JOEL TILLINGHAST, Vice President of the fund    (    1992), is    Vice
President     of FMR.
Under a retirement program that became effective on November 1, 1989,
Trustees, upon reaching age 72, become        eligible to participate in a
defined benefit retirement program under which they receive payments during
their lifetime from the fund based on their basic trustee fees and length
of service.  Currently, Messrs. Robert L. Johnson, William R. Spaulding,
Bertram H. Witham, and David L. Yunich participate in the program.
As of July 31, 199   4    , the Trustees and officers of the fund owned, in
the aggregate, less than    __    % of the fund's outstanding shares.
MANAGEMENT CONTRACT
The fund employs FMR to furnish investment advisory and other services. 
Under FMR's management contract with the fund, FMR acts as investment
adviser and, subject to the supervision of the Board of Trustees, directs
the investments of the fund in accordance with its investment objective,
policies, and limitations.  FMR also provides the fund with all necessary
office facilities and personnel for servicing the fund's investments and
compensates all officers of the Trust, all Trustees who are "interested
persons" of the Trust or of FMR, and all personnel of the Trust or FMR
performing services relating to research, statistical, and investment
activities.
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provide the management and administrative services necessary
for the operation of the fund. These services include providing facilities
for maintaining the fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with the fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining the fund's
records and the registration of the fund's shares under federal and state
law; developing management and shareholder services for the fund; and
furnishing reports, evaluations, and analyses on a variety of subjects to
the    t    rust's Board of Trustees.
In addition to the management fee payable to FMR and the fees payable to
FSC, the fund pays all of its expenses, without limitation, that are not
assumed by those parties.  The fund pays for typesetting, printing, and
mailing proxy material to shareholders, legal expenses, and the fees of the
custodian, auditor, and non   -    interested Trustees.  Although the
fund's management contract provides that the fund will pay for typesetting,
printing, and mailing of prospectuses, statements of additional
information, notices, and reports to existing shareholders pursuant to the
   t    rust's transfer agent agreement with FSC, FSC bears the cost of
providing these services to existing shareholders.  Other expenses paid by
the fund include interest, taxes, brokerage commissions, the fund's
proportionate share of insurance premiums and Investment Company Institute
dues, and the costs of registering shares under federal and state
securities laws.  The fund is also liable for such nonrecurring expenses as
may arise, including costs of any litigation to which the fund may be a
party and any obligation it may have to indemnify the    t    rust's
officers and Trustees with respect to litigation.
FMR is the fund's manager pursuant to a management contract dated
   August     1, 199   4    , which was approved by shareholders on    July
13, 1994    .  For the services of FMR under the contract, the fund pays
FMR a monthly management fee composed of the sum of two elements: a basic
fee and a performance adjustment based on a comparison of the fund's
performance to that of the Russell 2000 Index.
COMPUTING THE BASIC FEE.  The fund's basic fee rate is composed of two
elements: a group fee rate and an individual fund fee rate.  The group fee
rate is based on the monthly average net assets of all of the registered
investment companies with which FMR has management contracts and is
calculated on a cumulative basis pursuant to the graduated fee rate
schedule shown on the left    .      On the righ   t,     the effective fee
rate schedule shows the results of cumulatively applying the annualized
rates at varying asset levels.          For example, the effective annual
fee rate at $   ___     billion of group net assets    -     their
approximate level for July 199   4        -     was    ____    %, which is
the weighted average of the respective fee rates for each level of group
net assets up to that level.
GROUP FEE RATE SCHEDULE*   EFFECTIVE ANNUAL FEE RATES   
 
      AVERAGE                GROUP    EFFECTIVE   
 
      GROUP     ANNUALIZED   NET        ANNUAL    
 
      ASSETS          RATE   ASSETS   FEE RATE    
 
 
<TABLE>
<CAPTION>
<S>   <C>           <C>          <C>            <C>           <C>              <C>            
         0          -            $  3 billion   .520%         $  0.5 billion   .5200%         
 
         3          -               6           .490               25             .4238       
 
         6          -               9           .460                50         .   3823       
 
         9          -             12            .430               75          .   3626       
 
       12           -             15            .400               100         .   3512       
 
       15           -             18            .385               125         .   3430       
 
       18           -             21            .370               150         .   3371       
 
       21           -             24            .360               175         .   3325       
 
       24           -             30            .350               200         .   3284       
 
       30           -             36            .345               225         .   3253       
 
       36           -             42            .340             250           .   3223       
 
       42           -             48            .335             275           .   3198       
 
       48           -             66            .325             300           .   3175       
 
       66           -             84            .320             325           .   3153       
 
       84           -            102            .315             350           .   3133       
 
      102           -            138            .310                                          
 
      138           -            174            .305                                          
 
         174           -            228         .300                                          
 
         228           -            282            .295                                       
 
         282           -            336            .290                                       
 
         over          336                         .285                                       
 
</TABLE>
 
                                                  
 
* The rates shown for average group assets in excess of $1   74     billion
were adopted by FMR on a voluntary basis on     November 1    , 199   3    
pending shareholder approval of a new management contract reflecting the
extended schedule.  The extended schedule provides for lower management
fees as total assets under management increase.
The individual fund fee rate is .35%.  Based on the average net assets of
funds advised by FMR for July 199   4    , the annual basic fee rate would
be calculated as follows:
GROUP FEE RATE   INDIVIDUAL FUND FEE RATE    BASIC FEE RATE   
 
   ___%     + .35% =    ___%    
One-twelfth (1/12) of this annual basic fee rate is then applied to the
fund's average net assets for the current month, giving a dollar amount
which is the fee for that month.
COMPUTING THE PERFORMANCE ADJUSTMENT.  The basic fee 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 of the Russell 2000 Index over the same period. 
Each percentage point of difference (up to a maximum difference of + 10) is
multiplied by a performance adjustment rate of .02%.  Thus, the maximum
annualized adjustment rate is + .20%.  This performance comparison is made
at the end of each month.  One twelfth (1/12) of this rate is then applied
to the fund's average net assets for the entire performance period, giving
a dollar amount which will be added to (or subtracted from) the basic fee. 
 
The fund's performance is calculated based on change in net asset value. 
For the purpose of calculating the performance calculation, any dividends
or capital gain distributions paid by the fund are treated as if reinvested
in fund shares at the net asset value as of the record date for payment. 
The record of the Russell 2000 Index is based on change in value; and is
adjusted for any cash distributions from the companies whose securities
comprise the Russell 2000 Index.
The performance period commenced with the effectiveness of the fund's
current management contract on December 1, 1990.  Starting with the twelfth
month (November 1991), the performance adjustment took effect.  Each month
subsequent to November 1991, a new month is added to the performance period
until the performance period equals 36 months.  Thereafter, the performance
period will consist of the most recent month plus the 35 previous months.
Because the adjustment to the basic fee is based on the fund's performance
compared to the investment record of the Russell 2000 Index, the
controlling factor is not whether the fund's performance is up or down per
se, but whether it is up or down more or less than the record of the
Russell 2000 Index.  Moreover, the comparative investment performance of
the fund is based solely on the relevant performance period without regard
to the cumulative performance over a longer or shorter period of time.  
During the fiscal years ended July 31, 199   4    , 199   3    , and
199   2    , FMR received $   _________    , $   ________    , and
$   __________    , respectively, for its services as investment adviser of
the fund.  These fees, which include both the basic fee and the performance
adjustment (for fiscal 199   4    , 199   3    , and 199   2    ), were
equivalent to    ___    %,    ___    %, and    ___    %, respectively, of
the average net assets of the fund for these periods.  For fiscal
199   4    , the upward performance adjustment amounted to $   _____    .
To comply with the California Code of Regulations, FMR will reimburse the
fund if and to the extent that the fund's aggregate annual operating
expenses exceed specified percentages of its average net assets.  The
applicable percentages are 2 1/2% of the first $30 million, 2% of the next
$70 million, and 1 1/2% of average net assets in excess of $100 million. 
When calculating the fund's expenses for purposes of this regulation, the
fund may exclude interest, taxes, brokerage commissions, and extraordinary
expenses, as well as a portion of its custodian fees attributable to
investments in foreign securities.
SUB-ADVISERS.     FMR entered into sub-advisory agreements with FMR U.K.
and FMR Far East. Pursuant to the sub-advisory agreements, FMR may receive
investment advice and research services outside the United States from the
sub-advisers.  FMR may also grant FMR U.K. and FMR Far East investment
management authority as well as the authority to buy and sell securities if
FMR believes it would be beneficial to the fund.      
   Currently, FMR U.K. and FMR Far East each focus on issuers in countries
other than the United States such as those in Europe, Asia and the Pacific
Basin. FMR U.K. and FMR Far East are wholly owned subsidiaries of FMR. 
Under the sub-advisory agreements, FMR pays the fees of FMR U.K. and FMR
Far East. For providing non-discretionary investment advice and research
services, FMR pays FMR U.K. and FMR Far East fees equal to 110% and 105%,
respectively, of FMR U.K.'s and FMR Far Eat's costs incurred in connection
with providing investment advice and research services. For providing
discretionary investment management and executing portfolio transactions,
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. For providing investment advice and research services, the fees paid
to the sub-advisers for fiscal 1994, 1993 and 1992 were as follows:    
FISCAL YEAR      FEES PAID TO   FEES PAID TO   
 
ENDED JULY 31,   FMR U.K.       FMR FAR EAST   
 
       199   4     $ $
       199   3     $ $
       199   2     $ $
CONTRACTS WITH COMPANIES AFFILIATED WITH FMR
FSC is transfer, dividend disbursing, and shareholders' servicing agent for
the fund.  Under the trust's contract with FSC, the    f    und pays an
annual fee of $26.03 per basic retail account with a balance of $5,000 or
more, $15.31 per basic retail account with a    b    alance of less than
$5,000, and a supplemental activity charge of $2.25 for standing order
transactions and $6.11 for  other monetary transactions.  These fees and
charges are subject to annual cost escalation based on postal rate changes
and changes in wage and price levels as measured by the National Consumer
Price Index for Urban Areas.  With respect to certain institutional client
master accounts, the fund pays FSC a per-account fee of $95.00, and
monetary transaction charges of $20.00 or $17.50, depending on the nature
of services provided.  With respect to certain broker-dealer master
accounts, the fund pays FSC a per-account fee of $30.00, and a charge of
$6.00 for monetary transactions.  Fees for certain institutional retirement
plan accounts are based on the net assets of all such accounts in the fund.
Under the contract, FSC pays out-of-pocket expenses associated with
providing transfer agent services. In addition, FSC bears the expense of
typesetting, printing, and mailing prospectuses, statements of additional
information, and all other reports, notices, and statements to
shareholders, with the exception of proxy statements.  Transfer agent fees,
including reimbursement for out-of-pocket expenses, paid to FSC for the
fiscal years ended July 31, 1994, 1993, and 1992 were $_______, $________,
and $_______, respectively.
The trust's contract with FSC also provides that FSC will perform the
calculations necessary to determine the fund's net asset value per share
and dividends, and maintain the fund's accounting records.  The fee rates
in effect as of July 1, 1991 are based on the fund's average net assets,
specifically, .06% for the first $500 million of average net assets and
.03% for average net assets in excess of $500 million.  The fee is limited
to a minimum of $450,000 and a maximum of $750,000 per year.  Pricing and
bookkeeping fees, including related out   -    of   -    pocket expenses,
paid to FSC for fiscal 199   4    , 199   3    , and 199   2     were
$   ________    , $   _______    , and $   _________    , respectively.
The fund has a distribution agreement with FDC, a Massachusetts corporation
organized on July 18, 1960.  FDC is a broker   -    dealer registered under
the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc.  The distribution agreement calls
for FDC to use all reasonable efforts, consistent with its other business,
to secure purchasers for shares of the fund, which are continuously
offered.  Promotional and administrative expenses in connection with the
offer and sale of shares are paid by FDC.  Sales charge revenue paid to FDC
for fiscal    1994,     1993    and 1992     amounted to $   ______    ,   
$_____, $________     respectively. 
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION.  Fidelity Low   -    Priced Stock fund is a diversified
fund of Fidelity Puritan Trust (the    t    rust), an open-end management
investment company, which was originally organized as a Delaware
corporation and is currently organized as a Massachusetts business trust. 
The original Delaware corporation was organized on December 12, 1946 and
commenced operations January 17, 1947.  On October 15, 1954 the
   t    rust's domicile was changed to Massachusetts and on October 1, 1984
the    t    rust was reorganized as a Massachusetts business trust, at
which time its name was changed from Fidelity Puritan    F    und, Inc. to
Fidelity Puritan    F    und.  On December 19, 1986, the    t    rust's
name was changed from Fidelity Puritan    F    und to Fidelity Puritan
Trust.  Currently, there are four funds of the Trust:  Fidelity Balanced
   F    und, Fidelity Global Balanced    F    und, Fidelity
Low   -    Priced Stock    F    und, and Fidelity Puritan    F    und.  The
Declaration of Trust permits the Trustees to create additional series.
In the event that FMR ceases to be the investment adviser to the
   t    rust or a fund, the right of the    t    rust or the funds to use
the identifying name "Fidelity" may be withdrawn.
The assets of the    t    rust received for the issue or sale of shares of
each    fund     and all income, earnings, profits, and proceeds thereof,
subject only to the rights of creditors, are especially allocated to such
fund, and constitute the underlying assets of such fund.  The underlying
assets of each    fund     are segregated on the books of account, and are
to be charged with the liabilities with respect to such fund and with a
share of the general expenses of the    t    rust.  Expenses with respect
to the    t    rust are to be allocated in proportion to the asset value of
the respective portfolios, except where allocations of direct expense can
otherwise be fairly made.  The officers of the    t    rust, subject to the
general supervision of the Board of Trustees, have the power to determine
which expenses are allocable to a given fund, or which are general or
allocable to all of the funds.  In the event of the dissolution or
liquidation of the    t    rust, shareholders of each fund are entitled to
receive as a class the underlying assets of such fund available for
distribution.
SHAREHOLDER AND TRUSTEE LIABILITY.   The    t    rust is an entity of the
type commonly known as a "Massachusetts business trust."  Under
Massachusetts law, shareholders of such a trust may, under certain
circumstances, be held personally liable for the obligations of the trust. 
The Declaration of Trust provides that the    t    rust shall not have any
claim against shareholders except for the payment of the purchase price of
shares and requires that each agreement, obligation, or instrument entered
into or executed by the    t    rust or the Trustees include a provision
limiting the obligations created thereby to the    t    rust and its
assets.  The Declaration of Trust provides for indemnification out of each
   fund    's property of any shareholder held personally liable for the
obligations of the fund.  The Declaration of Trust also provides that each
fund shall, upon request, assume the defense of any claim made against any
shareholder for any act or obligation of the fund and satisfy any judgment
thereon.  Thus, the risk of a shareholder incurring financial loss on
account of shareholder liability is limited to circumstances in which a
fund itself would be unable to meet its obligations.  FMR believes that, in
view of the above, the risk of personal liability to shareholders is
remote.
The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects a Trustee
against any liability to which    t    he   y     would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of    their    
office.
VOTING RIGHTS.     Each     fund's capital consists of shares of beneficial
interest.     As a shareholder, you receive one vote for each dollar value
of net asset value per share you own.     The shares have no preemptive or
conversion rights; the voting and dividend rights, the right of redemption,
and the privilege of exchange are described in the Prospectus. Shares are
fully paid and nonassessable, except as set forth under the heading
"Shareholder and Trustee Liability" above. Shareholders representing 10% or
more of the    tr    ust or a fund may, as set forth in the Declaration of
Trust, call meetings of the Trust or a fund for any purpose related to the
   t    rust or fund, as the case may be, including, in the case of a
meeting of the entire    t    rust, the purpose of voting on removal of one
or more Trustees.  The    t    rust or any    fund     may be terminated
upon the sale of its assets to another open   -    end management
investment company, or upon liquidation and distribution of its assets, if
approved by vote of the holders of a majority of the    t    rust or the
   fund, as determined by the current value of each shareholders investment
in the fund or trust. If not so terminated, the trust and its funds will
continue indefinitely. The fund may invest all of its assets in another
investment company.     
CUSTODIAN.  Brown Brothers Harriman & Co., 40 Water Street, Boston,
Massachusetts is custodian of the assets of the fund.  The custodian is
responsible for the safekeeping of the fund's assets and the appointment of
subcustodian banks and clearing agencies.  The custodian takes no part in
determining investment policies of the fund        or in deciding which
securities are purchased or sold by the fund.         The fund, may,
however, invest in obligations of the custodian and may purchase securities
from or sell securities to the custodian.
FMR, its officers and directors, its affiliated companies, and the trust's
Trustees may from time to time have transactions with various banks,
including banks serving as custodians for certain of the funds advised by
FMR.  The Boston branch of the fund's custodian leases its office space
from an affiliate of FMR at a lease payment which, when entered into, was
consistent with prevailing market rates.  Transactions that have occurred
to date include mortgages and personal and general business loans.  In the
judgment of FMR, the terms and conditions of those transactions were not
influenced by existing or potential custodial or other fund relationships.
AUDITOR.  Coopers & Lybrand, One Post Office Square, Boston,
Massachusetts, serves as the trust's independent accountant.  The auditor
examines financial statements for the fund and provides other audit, tax,
and related services.
FINANCIAL STATEMENTS
The    fund's financial statement and financial highlights     for the
fiscal year ended July 31, 199   4 are included in the fund's Annual
Report, which      is a separate report supplied with this Statement of
Additional Information   .  The fund's financial statements and financial
highlights are     incorporated herein by reference.
PURITAN FUND
CROSS REFERENCE SHEET
FORM N-1A
ITEM NUMBER PROSPECTUS SECTION
 
<TABLE>
<CAPTION>
<S>                                     <C>                                                   
1...................................    Cover Page                                            
...                                                                                           
 
2a..................................    Expenses                                              
..                                                                                            
 
  b,                                    Contents; The Fund at a Glance; Who May Want to       
c................................       Invest                                                
 
3a..................................    Financial Highlights                                  
..                                                                                            
 
                                        *                                                     
b...................................                                                          
.                                                                                             
 
                                        Performance                                           
c,d.................................                                                          
 
4a                                      Charter                                               
i.................................                                                            
 
                                        The Fund at a Glance; Investment Principles and       
ii...............................       Risks                                                 
 
                                        Investment Principles and Risks                       
b...................................                                                          
.                                                                                             
 
                                        Who May Want to Invest; Investment Principles and     
c....................................   Risks                                                 
 
5a..................................    Charter                                               
..                                                                                            
 
  b                                     Cover Page, The Fund at a Glance, Charter, Doing      
i................................       Business with Fidelity                                
 
                                        Charter                                               
ii...............................                                                             
 
                                        Expenses; Breakdown of Expenses                       
iii..............................                                                             
 
                                        Charter                                               
c....................................                                                         
 
                                        Charter; Breakdown of Expenses                        
d...................................                                                          
.                                                                                             
 
                                        Cover Page; Charter                                   
e....................................                                                         
 
                                        Expenses                                              
f....................................                                                         
 
  g                                     Charter                                               
(i)..............................                                                             
 
                                        *                                                     
(ii).............................                                                             
 
5A.................................     Performance                                           
.                                                                                             
 
6a                                      Charter                                               
i................................                                                             
 
                                        How to Buy Shares; How to Sell Shares; Transaction    
ii................................      Details; Exchange Restrictions                        
 
                                        Charter                                               
iii...............................                                                            
 
                                        *                                                     
b...................................                                                          
.                                                                                             
 
                                        Transaction Details; Exchange Restrictions            
c....................................                                                         
 
                                        *                                                     
d...................................                                                          
.                                                                                             
 
                                        Doing Business with Fidelity; How to Buy Shares;      
e....................................   How to Sell Shares; Investor Services                 
 
  f,                                    Dividends, Capital Gains, and Taxes                   
g................................                                                             
 
7a..................................    Cover Page; Charter                                   
..                                                                                            
 
                                        Expenses; How to Buy Shares; Transaction Details      
b...................................                                                          
.                                                                                             
 
                                        Sales Charge Reductions and Waivers                   
c....................................                                                         
 
                                        How to Buy Shares                                     
d...................................                                                          
.                                                                                             
 
                                        *                                                     
e....................................                                                         
 
  f                                     Breakdown of Expenses                                 
...................................                                                           
 
8...................................    How to Sell Shares; Investor Services; Transaction    
..                                      Details; Exchange Restrictions                        
 
9...................................    *                                                     
..                                                                                            
 
</TABLE>
 
*  Not Applicable
PURITAN FUND
CROSS REFERENCE SHEET
(continued)
FORM N-1A
ITEM NUMBER  STATEMENT OF ADDITIONAL INFORMATION SECTION
 
<TABLE>
<CAPTION>
<S>                                    <C>                                                
10,   11..........................     Cover Page                                         
 
12..................................   Description of Trust                               
..                                                                                        
 
13a -                                  Investment Policies and Limitations                
c............................                                                             
 
                                       Portfolio Transactions                             
d..................................                                                       
 
14a -                                  Trustees and Officers                              
c............................                                                             
 
15a,                                   *                                                  
b..............................                                                           
 
                                       Trustees and Officers                              
c..................................                                                       
 
16a                                    FMR, Portfolio Transactions                        
i................................                                                         
 
                                       Trustees and Officers                              
ii..............................                                                          
 
                                       Management Contract                                
iii.............................                                                          
 
                                       Management Contract                                
b.................................                                                        
 
     c,                                Contracts with Companies Affiliated with FMR       
d.............................                                                            
 
     e -                               *                                                  
g...........................                                                              
 
                                       Description of the Trust                           
h.................................                                                        
 
                                       Contracts with Companies Affiliated with FMR       
i.................................                                                        
 
17a -                                  Portfolio Transactions                             
c............................                                                             
 
                                       *                                                  
d,e..............................                                                         
 
18a................................    Description of the Trust                           
..                                                                                        
 
                                       *                                                  
b.................................                                                        
 
19a................................    Additional Purchase and Redemption Information     
..                                                                                        
 
                                       Additional Purchase and Redemption Information;    
b..................................    Valuation of Portfolio Securities                  
 
                                       *                                                  
c..................................                                                       
 
20..................................   Distributions and Taxes                            
..                                                                                        
 
21a,                                   Contracts with Companies Affiliated with FMR       
b..............................                                                           
 
                                       *                                                  
c.................................                                                        
 
22..................................   Performance                                        
..                                                                                        
 
23..................................   Financial Statements                               
..                                                                                        
 
</TABLE>
 
* Not Applicable
 
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how the fund
invests and the services available to shareholders.
A Statement of Additional Information dated September 23, 1994 has been
filed with the Securities and Exchange Commission, and is incorporated
herein by reference (is legally considered a part of this prospectus). The
Statement of Additional Information is available free upon request by
calling Fidelity at 1-800-544-8888.
Mutual fund shares are not deposits or obligations of, or guaranteed by,
any depository institution. Shares are not insured by the FDIC, the Federal
Reserve Board, or any other agency, and are subject to investment risk,
including the possible loss of principal.
 
LIKE ALL MUTUAL 
FUNDS, THESE 
SECURITIES HAVE NOT 
BEEN APPROVED OR 
DISAPPROVED BY THE 
SECURITIES AND 
EXCHANGE 
COMMISSION OR ANY 
STATE SECURITIES 
COMMISSION, NOR HAS 
THE SECURITIES AND 
EXCHANGE 
COMMISSION OR ANY 
STATE SECURITIES 
COMMISSION PASSED 
UPON THE ACCURACY 
OR ADEQUACY OF THIS 
PROSPECTUS. ANY 
REPRESENTATION TO 
THE CONTRARY IS A 
CRIMINAL OFFENSE.
PUR-pro-994
 
   
FIDELITY 
PURITAN FUND
   
   
Puritan seeks high income with preservation of capital by investing in a
broadly diversified portfolio of securities. The fund also considers the
potential for growth of capital.
PROSPECTUS
SEPTEMBER 23, 1994(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
CONTENTS
 
 
KEY FACTS                  THE FUND AT A GLANCE                  
 
                           WHO MAY WANT TO INVEST                
 
                           EXPENSES The fund's sales             
                           charge (load) and its yearly          
                           operating expenses.                   
 
                           FINANCIAL HIGHLIGHTS A summary        
                           of the fund's financial data.         
 
                           PERFORMANCE How the fund has          
                           done over time.                       
 
THE FUND IN DETAIL         CHARTER How the fund is               
                           organized.                            
 
                           INVESTMENT PRINCIPLES AND RISKS       
                           The fund's overall approach to        
                           investing.                            
 
                           BREAKDOWN OF EXPENSES How             
                           operating costs are calculated and    
                           what they include.                    
 
YOUR ACCOUNT               DOING BUSINESS WITH FIDELITY          
 
                           TYPES OF ACCOUNTS Different           
                           ways to set up your account,          
                           including tax-sheltered retirement    
                           plans.                                
 
                           HOW TO BUY SHARES Opening an          
                           account and making additional         
                           investments.                          
 
                           HOW TO SELL SHARES Taking money       
                           out and closing your account.         
 
                           INVESTOR SERVICES  Services to        
                           help you manage your account.         
 
SHAREHOLDER AND            DIVIDENDS, CAPITAL GAINS, AND         
ACCOUNT POLICIES           TAXES                                 
 
                           TRANSACTION DETAILS Share price       
                           calculations and the timing of        
                           purchases and redemptions.            
 
                           EXCHANGE RESTRICTIONS                 
 
                           SALES CHARGE REDUCTIONS AND           
                           WAIVERS                               
 
KEY FACTS
 
 
THE FUND AT A GLANCE
GOAL: High income with preservation of capital. The fund also considers the
potential for growth of capital. As with any mutual fund, there is no
assurance that the fund will achieve its goal.
STRATEGY: Invests in a broadly diversified portfolio of high-yielding
equity and debt securities.
MANAGEMENT: Fidelity Management & Research Company (FMR) is the
management arm of Fidelity Investments, which was established in 1946 and
is now America's largest mutual fund manager. Foreign affiliates of FMR may
help choose investments for the fund.
SIZE: As of July 31, 1994, the fund had over $__ billion in assets. 
WHO MAY WANT TO INVEST
The fund may be appropriate for investors who are willing to ride out stock
market fluctuations in pursuit of potentially high long-term returns. The
fund is designed for those who are looking for income from domestic and
foreign equity and bond investments, but who also want to be invested in
the stock market for its long-term growth potential. The fund is not in
itself a balanced investment plan.
The value of the fund's investments and the income they generate varies
from day to day, generally reflecting changes in market conditions,
interest rates, and other company, political, and economic news. Stocks,
although more volatile, have historically shown greater growth potential
than other types of securities. In the shorter term, however, stock prices
can fluctuate dramatically in response to these factors. Bonds offer a
fixed rate of income, but their prices are especially sensitive to changes
in interest rates. When you sell your fund shares, they may be worth more
or less than what you paid for them.
 
THE SPECTRUM OF 
FIDELITY FUNDS 
Broad categories of Fidelity 
funds are presented here in 
order of ascending risk. 
Generally, investors seeking 
to maximize return must 
assume greater risk. Puritan 
is in the GROWTH AND INCOME 
 category. 
(bullet) MONEY MARKET Seeks 
income and stability by 
investing in high-quality, 
short-term investments.
(bullet) INCOME Seeks income by 
investing in bonds. 
(arrow) GROWTH AND INCOME 
Seeks long-term growth and 
income by investing in stocks 
and bonds.
(bullet) GROWTH Seeks long-term 
growth by investing mainly in 
stocks. 
(checkmark)
EXPENSES 
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy or sell
shares of a fund. See pages  and -33 for an explanation of how and when
these charges apply.
Maximum sales charge on purchases,
 after December 31, 1995
(as a % of offering price) 2.00%
Maximum sales charge on
reinvested distributions None
Deferred sales charge on redemptions None
Exchange fee None
ANNUAL FUND OPERATING EXPENSES are paid out of the fund's assets. The fund
pays a management fee to FMR. It also incurs other expenses for services
such as maintaining shareholder records and furnishing shareholder
statements and financial reports. The fund's expenses are factored into its
share price or dividends and are not charged directly to shareholder
accounts (see page ).
The following are projections based on historical expenses, and are
calculated as a percentage of average net assets. A portion of the
brokerage commissions that the fund paid was used to reduce fund expenses.
Without this reduction, the total fund operating expenses would have been
__%.
Management fee                  %      
 
12b-1 fee                       None   
 
Other expenses                  %      
 
Total fund operating expenses   %      
 
EXAMPLES: Let's say, hypothetically, that the fund's annual return is 5%
and that its operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses if you
close your account after the number of years indicated:
After 1 year     $    
 
After 3 years    $    
 
After 5 years    $    
 
After 10 years   $    
 
These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.
UNDERSTANDING
EXPENSES
Operating a mutual fund 
involves a variety of 
expenses for portfolio 
management, shareholder 
statements, tax reporting, and 
other services. As an 
investor, you pay some of 
these costs directly. Others 
are paid from the fund's 
assets; the effect of these 
other expenses is already 
factored into any quoted 
share price or return.
(checkmark)
 
FINANCIAL HIGHLIGHTS
The table that follows is included in the fund's Annual Report and has been
audited by Coopers & Lybrand, independent accountants. Their report on
the financial statements and financial highlights is included in the Annual
Report. The financial statements and financial highlights are incorporated
by reference into (are legally a part of) the fund's Statement of
Additional Information.
[Financial Highlights to be filed by subsequent amendment.]
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN. The total
returns that follow are based on historical fund results and do not reflect
the effect of taxes.
The fund's fiscal year runs from August 1 through July 31. The tables below
show the fund's performance over past fiscal years compared to two
measures: investing in a broad selection of stocks (S&P 500), and not
investing at all (inflation, or CPI). To help you compare this fund to
other funds, the chart on page _ displays calendar-year performance.
AVERAGE ANNUAL TOTAL RETURNS
Fiscal periods    Pas   Past    Past    
ended             t 1   5       10      
July 31, 1994     yea   year    year    
                  r     s       s       
 
Puritan               
 
Puritan (load                
adj.B)                       
 
S&P 500               
 
Consumer                
Price                   
Index                   
 
CUMULATIVE TOTAL RETURNS
Fiscal periods    Pas   Past    Past    
ended             t 1   5       10      
July 31, 1994     yea   year    year    
                  r     s       s       
 
Puritan               
 
Puritan (load                
adj.B)                       
 
S&P 500               
 
Consumer                  
Price                     
Index                     
 
B LOAD-ADJUSTED RETURNS INCLUDE THE EFFECT OF PAYING THE FUND'S 2% SALES
CHARGE, WHICH IS WAIVED THROUGH DECEMBER 31, 1995.
 
UNDERSTANDING
PERFORMANCE
Because this fund invests in 
stocks, its performance is 
related to that of the overall 
stock market. Historically, 
stock market performance 
has been characterized by 
volatility in the short run and 
growth in the long run. You 
can see these two 
characteristics reflected in the 
fund's performance; the 
year-by-year total returns on 
page __ show that short-term 
returns can vary widely, while 
the returns at left show 
long-term growth. 
(checkmark)
EXAMPLE: Let's say, hypothetically, that an investor put $10,000 in the
fund on July 31, 1984. From that date through July 31, 1994, the fund's
total return, including the effect of paying the 2% sales charge, was
____%. That $10,000 would have grown to $____ (the initial investment plus
____% of $10,000).
$10,000 OVER TEN YEARS
 Fiscal years 1985 1990 1994
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Row: 60, Col: 1, Value: 0.0
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$
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in the fund over a
given period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results.
YIELD refers to the income generated by an investment in the fund over a
given period of time, expressed as an annual percentage rate. Yields are
calculated according to a standard that is required for all stock and bond
funds. Because this differs from other accounting methods, the quoted yield
may not equal the income actually paid to shareholders.  
THE S&P 500(registered trademark) is the Standard & Poor's 500
Composite Stock Price Index, a widely recognized, unmanaged index of common
stock prices. The S&P 500 figures assume reinvestment of all dividends
paid by stocks included in the index. They do not, however, include any
allowance for the brokerage commissions or other fees you would pay if you
actually invested in those stocks.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. government.
THE COMPETITIVE FUNDS AVERAGE is the Lipper Equity Income Funds Average,
which currently reflects the performance of over ___ mutual funds with
similar objectives. This average, which assumes reinvestment of
distributions, is published by Lipper Analytical Services, Inc.
YEAR-BY-YEAR TOTAL RETURNS
Calendar years 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993
Puritan % % % % % % % % % %
Competitive funds average % % % % % % % % % 
%
Percentage (%)
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 Puritan
 Competitive
funds 
average
   
Other illustrations of fund performance may show moving averages over
specified periods.
The fund's recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance or a free annual report, call 1-800-544-8888.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
THE FUND IN DETAIL
 
 
CHARTER 
PURITAN IS A MUTUAL FUND: an investment that pools shareholders' money and
invests it toward a specified goal. In technical terms, the fund is
currently a diversified fund of Fidelity Puritan Trust, an open-end
management investment company organized as a Massachusetts business trust
on October 1, 1984. 
THE FUND IS GOVERNED BY A BOARD OF TRUSTEES, which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the fund's activities,
review contractual arrangements with companies that provide services to the
fund, and review performance. The majority of trustees are not otherwise
affiliated with Fidelity. 
THE FUND MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These meetings
may be called to elect or remove trustees, change fundamental policies,
approve a management contract, or for other purposes. Shareholders not
attending these meetings are encouraged to vote by proxy. Fidelity will
mail proxy materials in advance, including a voting card and information
about the proposals to be voted on. The number of votes you are entitled to
is based upon the dollar value of your investment.
FMR AND ITS AFFILIATES 
The fund is managed by FMR, which chooses the fund's investments and
handles its business affairs. Fidelity Management & Research (U.K.)
Inc. (FMR U.K.), in London, England, and Fidelity Management & Research
(Far East) Inc. (FMR Far East), in Tokyo, Japan, assist FMR with foreign
investments.
Richard Fentin is manager and vice president of Puritan Fund, which he has
managed since April 1987. Previously, Mr. Fentin managed Value, Growth
Company, and Select Precious Metals and Minerals. He joined Fidelity in
1980.
Fidelity Distributors Corporation (FDC) distributes and markets Fidelity's
funds and services. Fidelity Service Co. (FSC) performs transfer agent
servicing functions for the fund.
FMR Corp. is the parent company of these organizations. Through ownership
of voting common stock, Edward C. Johnson 3d (President and a trustee of
the trust), Johnson family members, and various trusts for the benefit of
the Johnson family form a controlling group with respect to FMR Corp. 
A broker-dealer may use a portion of the commissions paid by the fund to
reduce the fund's custodian or transfer agent fees. FMR may use its
broker-dealer affiliates and other firms that sell fund shares to carry out
the fund's transactions, provided that the fund receives brokerage services
and commission rates comparable to those of other broker-dealers. 
INVESTMENT PRINCIPLES AND RISKS
THE FUND SEEKS AS MUCH INCOME AS POSSIBLE, consistent with preservation of
capital, by investing in a broadly diversified portfolio of high-yielding
securities, such as common stocks, preferred stocks, and bonds. The fund
may also consider the potential for growth of capital.
The fund has the flexibility to pursue its objective through any type or
quality of domestic or foreign security. FMR varies the proportions
invested in each type of security based on its interpretation of economic
conditions and underlying security values. 
The value of the funds' investments varies based on many factors. Stock
values fluctuate in response to the activities of individual companies and
general market and economic conditions. The value of bonds fluctuates based
on changes in interest rates and in the credit quality of the issuer. In
general, bond prices rise when interest rates fall, and vice versa. FMR may
use various investment techniques to hedge the fund's risks, but there is
no guarantee that these strategies will work as FMR intends. When you sell
your shares, they may be worth more or less than what you paid for them.  
FMR normally invests the fund's assets according to its investment
strategy. The fund also reserves the right to invest without limitation in
preferred stocks and investment-grade debt instruments for temporary,
defensive purposes.
SECURITIES AND INVESTMENT PRACTICES 
The following pages contain more detailed information about types of
instruments in which the fund may invest, and strategies FMR may employ in
pursuit of the fund's investment objective. A summary of risks and
restrictions associated with these instrument types and investment
practices is included as well. Policies and limitations are considered at
the time of purchase; the sale of instruments is not required in the event
of a subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these techniques to
the full extent permitted unless it believes that doing so will help the
fund achieve its goal. As a shareholder, you will receive financial reports
every six months detailing fund holdings and describing recent investment
activities. 
EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities, and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. Although equity securities
have a history of long-term growth in value, their prices fluctuate based
on changes in a company's financial condition and on overall market and
economic conditions. Smaller companies are especially sensitive to these
factors.
RESTRICTIONS: With respect to 75% of total assets, the fund may not own
more than 10% of the outstanding voting securities of a single issuer.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. Debt
securities have varying degrees of quality and varying levels of
sensitivity to changes in interest rates. Longer-term bonds are generally
more sensitive to interest rate changes than short-term bonds.
Lower-quality debt securities (sometimes called "junk bonds") are often
considered to be speculative and involve greater risk of default or price
changes due to changes in the issuer's creditworthiness. The market prices
of these securities may fluctuate more than higher-quality securities and
may decline significantly in periods of general economic difficulty.
The table below provides a summary of ratings assigned to debt holdings
(not including money market instruments) in the fund's portfolio. These
figures are dollar-weighted averages of month-end portfolio holdings during
fiscal 1994, and are presented as a percentage of total investments. These
percentages are historical and do not necessarily indicate the fund's
current or future debt holdings.
FISCAL 1994 DEBT HOLDINGS, BY RATING
 MOODY'S STANDARD & 
POOR'S
 INVESTORS SERVICE, INC.  CORPORATION 
 Rating  Average A  Rating  Averag
eA 
INVESTMENT GRADE    
Highest quality Aaa  AAA 
High quality Aa % AA %
Upper-medium grade A  A 
Medium grade Baa % BBB %
LOWER QUALITY    
Moderately speculative Ba % BB %
Speculative B % B %
Highly speculative Caa % CCC %
Poor quality Ca % CC %
Lowest quality, no interest C  C 
In default, in arrears --  D %
  %  %
 A FOR SOME FOREIGN GOVERNMENT OBLIGATIONS, FMR ASSIGNS THE RATINGS OF THE 
SOVEREIGN CREDIT OF THE ISSUING GOVERNMENT. THE DOLLAR-WEIGHTED AVERAGE 
OF DEBT SECURITIES NOT RATED DIRECTLY OR INDIRECTLY BY MOODY'S OR S&P 
AMOUNTED TO ___%. THIS MAY INCLUDE SECURITIES RATED BY OTHER NATIONALLY 
RECOGNIZED RATING SERVICES, AS WELL AS UNRATED SECURITIES. FMR HAS 
DETERMINED THAT UNRATED SECURITIES THAT ARE LOWER QUALITY ACCOUNT FOR __% 
OF THE FUND'S INVESTMENTS. REFER TO THE FUND'S STATEMENT OF ADDITIONAL 
INFORMATION FOR A MORE COMPLETE DISCUSSION OF THESE RATINGS.
       
RESTRICTIONS: The fund does not currently intend to invest more than 35% of
its assets in lower-quality debt securities (those rated below Baa by
Moody's or BBB by S&P, and unrated securities judged by FMR to be of
equivalent quality).
FOREIGN SECURITIES and foreign currencies may involve additional risks.
These include currency fluctuations, risks relating to political or
economic conditions in the foreign country, and the potentially less
stringent investor protection and disclosure standards of foreign markets.
In addition to the political and economic factors that can affect foreign
securities, a governmental issuer may be unwilling to repay principal and
interest when due, and may require that the conditions for payment be
renegotiated. These factors could make foreign investments, especially
those in developing countries, more volatile.
ASSET-BACKED AND MORTGAGE SECURITIES may include pools of consumer loans or
mortgages, such as collateralized mortgage obligations and stripped
mortgage-backed securities. The value of these securities may be
significantly affected by changes in interest rates, the market's
perception of the issuers, and the creditworthiness of the parties
involved. These securities may also be subject to prepayment risk.
ADJUSTING INVESTMENT EXPOSURE. The fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, commodity prices, or other factors that
affect security values. These techniques may involve derivative
transactions such as buying and selling options and futures contracts,
entering into currency exchange contracts or swap agreements, purchasing
indexed securities, and selling securities short.
FMR can use these practices to adjust the risk and return characteristics
of the fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with the
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of the fund and may involve a small investment
of cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised. 
DIRECT DEBT. Loans and other direct debt instruments are interests in
amounts owed to another party by a company, government, or other borrower.
They have additional risks beyond conventional debt securities because they
may entail less legal protection for the fund, or there may be a
requirement that the fund supply additional cash to a borrower on demand.
REPURCHASE AGREEMENTS. In a repurchase agreement, the fund buys a security
at one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent. 
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of other securities, including illiquid securities, may be subject
to legal restrictions. Difficulty in selling securities may result in a
loss or may be costly to the fund. 
RESTRICTIONS: The fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities. 
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry.
RESTRICTIONS: With respect to 75% of total assets, the fund may not invest
more than 5% of its total assets in any one issuer. The fund may not invest
more than 25% of its total assets in any one industry. These limitations do
not apply to U.S. government securities.
BORROWING. The fund may borrow from banks or from other funds advised by
FMR, or through reverse repurchase agreements. If the fund borrows money,
its share price may be subject to greater fluctuation until the borrowing
is paid off. If the fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: The fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 33% of its total assets. 
LENDING. Lending securities to broker-dealers and institutions, including
FBSI, an affiliate of FMR, is a means of earning income. This practice
could result in a loss or a delay in recovering the fund's securities. The
fund may also lend money to other funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 33% of the fund's
total assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraph restates all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraph, can be changed without shareholder approval. 
The fund seeks to obtain as much income as possible, consistent with the
preservation and conservation of capital.  While emphasis on income is an
important objective, this does not preclude growth in capital. The fund
invests in a broad list of securities diversified not only in terms of
companies and industries, but also generally in terms of security, namely,
bonds and preferred stocks as well as common stocks. The proportions
invested in each type of security are varied from time to time in
accordance with FMR's interpretation of economic conditions and underlying
security values. With respect to 75% of total assets, the fund may not
invest more than 5% of its total assets in any one issuer, and may not own
more than 10% of the outstanding voting securities of a single issuer. The
fund may not invest more than 25% of its total assets in any one industry.
The fund may borrow only for temporary or emergency purposes, but not in an
amount exceeding 33% of its total assets. Loans, in the aggregate, may not
exceed 33% of the fund's total assets.
BREAKDOWN OF EXPENSES 
Like all mutual funds, the fund pays fees related to its daily operations.
Expenses paid out of the fund's assets are reflected in its share price or
dividends; they are neither billed directly to shareholders nor deducted
from shareholder accounts. 
The fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services. The fund also pays OTHER EXPENSES, which
are explained on page .
FMR may, from time to time, agree to reimburse the fund for management fees
and other expenses above a specified limit. FMR retains the ability to be
repaid by the fund if expenses fall below the specified limit prior to the
end of the fiscal year. Reimbursement arrangements, which may be terminated
at any time without notice, can decrease the fund's expenses and boost its
performance.
MANAGEMENT FEE 
The management fee is calculated and paid to FMR every month. The fee is
calculated by adding a group fee rate to an individual fund fee rate, and
multiplying the result by the fund's average net assets. 
The group fee rate is based on the average net assets of all the mutual
funds advised by FMR. This rate cannot rise above .52%, and it drops as
total assets under management increase.
For July 1994, the group fee rate was __%. The individual fund fee rate is
.20%. The total management fee rate for fiscal 1994 was __%. 
UNDERSTANDING THE
MANAGEMENT FEE
The management fee FMR 
receives is designed to be 
responsive to changes in 
FMR's total assets under 
management. Building this 
variable into the fee 
calculation assures 
shareholders that they will 
pay a lower rate as FMR's 
assets under management 
increase.
(checkmark)
FMR HAS SUB-ADVISORY AGREEMENTS with FMR U.K. and FMR Far East. These
sub-advisers provide FMR with investment research and advice on issuers
based outside the United States. Under the sub-advisory agreements, FMR
pays FMR U.K. and FMR Far East fees equal to 110% and 105%, respectively,
of the costs of providing these services.
The sub-adivsers may also provide investment management services. In
return, FMR pays FMR U.K. and FMR Far East 50% of its management fee rate
with respect to the fund's investments that the sub-adviser manages on a
discretionary basis.
OTHER EXPENSES 
While the management fee is a significant component of the fund's annual
operating costs, the fund has other expenses as well. 
The fund contracts with FSC to perform many transaction and accounting
functions. These services include processing shareholder transactions,
valuing the fund's investments, and handling securities loans. In fiscal
1994, the fund paid FSC fees equal to __% of its average net assets. 
The fund also pays other expenses, such as legal, audit, and custodian
fees; proxy solicitation costs; and the compensation of trustees who are
not affiliated with Fidelity. 
The fund's portfolio turnover rate for fiscal 1994 was __%. This rate
varies from year to year. 
YOUR ACCOUNT
 
 
DOING BUSINESS WITH FIDELITY
Fidelity Investments was established in 1946 to manage one of America's
first mutual funds. Today, Fidelity is the largest mutual fund company in
the country, and is known as an innovative provider of high-quality
financial services to individuals and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, Fidelity Brokerage Services,
Inc. (FBSI). Fidelity is also a leader in providing tax-sheltered
retirement plans for individuals investing on their own or through their
employer.
Fidelity is committed to providing investors with practical information to
make investment decisions. Based in Boston, Fidelity provides customers
with complete service 24 hours a day, 365 days a year, through a network of
telephone service centers around the country. 
To reach Fidelity for general information, call these numbers:
(bullet)  For mutual funds, 1-800-544-8888
(bullet)  For brokerage, 1-800-544-7272
If you would prefer to speak with a representative in person, Fidelity has
over 75 walk-in Investor Centers across the country.
TYPES OF ACCOUNTS
You may set up an account directly in the fund or, if you own or intend to
purchase individual securities as part of your total investment portfolio,
you may consider investing in the fund through a brokerage account.
If you are investing through FBSI or another financial institution or
investment professional, refer to its program materials for any special
provisions regarding your investment in the fund.
The different ways to set up (register) your account with Fidelity are
listed at right.
The account guidelines that follow may not apply to certain retirement
accounts. If your employer offers the fund through a retirement program,
contact your employer for more information. Otherwise, call Fidelity
directly.
FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds
in the world.
(bullet) Number of Fidelity mutual 
funds: over ___
(bullet) Assets in Fidelity mutual 
funds: over $___ billion
(bullet) Number of shareholder 
accounts: over __ million
(bullet) Number of investment 
analysts and portfolio 
managers: over ___
(checkmark)
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS 
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT 
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES 
 Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums. 
(bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal age
and under 70 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.
(bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans. 
(bullet) KEOGH OR CORPORATE PROFIT SHARING AND MONEY PURCHASE PENSION PLANS
allow self-employed individuals or small business owners (and their
employees) to make tax-deductible contributions for themselves and any
eligible employees up to $30,000 per year. 
(bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small
business owners or those with self-employed income (and their eligible
employees) with many of the same advantages as a Keogh, but with fewer
administrative requirements. 
(bullet) 403(B) CUSTODIAL ACCOUNTS are available to employees of most
tax-exempt institutions, including schools, hospitals, and other charitable
organizations. 
(bullet) 401(K) PROGRAMS allow employees of corporations of all sizes to
contribute a percentage of their wages on a tax-deferred basis. These
accounts need to be established by the trustee of the plan.
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA) 
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS 
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST 
FOR MONEY BEING INVESTED BY A TRUST 
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION 
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
ONCE EACH BUSINESS DAY, TWO SHARE PRICES ARE CALCULATED FOR THE FUND: the
offering price and the net asset value (NAV). The offering price includes
the 2% sales charge, which you pay when you buy shares after December 31,
1995, unless you qualify for a reduction or waiver as described on page .
When you buy shares at the offering price, Fidelity deducts 2% and invests
the rest at the NAV. 
Shares are purchased at the next share price calculated after your
investment is received and accepted. Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page . If there is no application accompanying this
prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(bullet)  Mail in an application with a check, or
(bullet)  Open your account by exchanging from another Fidelity fund.
IF YOU ARE INVESTING THROUGH A TAX-SHELTERED RETIREMENT PLAN, such as an
IRA, for the first time, you will need a special application. Retirement
investing also involves its own investment procedures. Call 1-800-544-8888
for more information and a retirement application.
If you buy shares by check or Fidelity Money Line(registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven business days to
ensure that your previous investment has cleared.
MINIMUM INVESTMENTS 
TO OPEN AN ACCOUNT  $2,500
For Fidelity retirement accounts  $500
TO ADD TO AN ACCOUNT  $250
For Fidelity retirement accounts $250
Through automatic investment plans $100
MINIMUM BALANCE $1,000
For Fidelity retirement accounts $500
These minimums may vary for a Fidelity Investor Card account, a Fidelity
College Savings Plan account, or a Fidelity Payroll Deduction Program
account in the fund. Refer to the appropriate program materials for
details.
 
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<CAPTION>
<S>                                   <C>                        <C>                         
                                      TO OPEN AN ACCOUNT         TO ADD TO AN ACCOUNT        
 
Phone 1-800-544-777 (phone_graphic)   Exchange from another      Exchange from another       
                                      Fidelity fund account      Fidelity fund account       
                                      with the same              with the same               
                                      registration, including    registration, including     
                                      name, address, and         name, address, and          
                                      taxpayer ID number.        taxpayer ID number.         
                                                                 Use Fidelity Money Line     
                                                                 to transfer from your       
                                                                 bank account. Call          
                                                                 before your first use to    
                                                                 verify that this service    
                                                                 is in place on your         
                                                                 account. Maximum            
                                                                 Money Line: $50,000.        
 
</TABLE>
 
Mail (mail_graphic)   Complete and sign the       Make your check            
                      application. Make your      payable to "Fidelity       
                      check payable to            Puritan Fund." Indicate    
                      "Fidelity Puritan Fund."    your fund account          
                      Mail to the address         number on your check       
                      indicated on the            and mail to the address    
                      application.                printed on your account    
                                                  statement.                 
                                                  Exchange by mail: call     
                                                  1-800-544-6666 for         
                                                  instructions.              
 
 
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<S>                        <C>                        <C>                          
In Person (hand_graphic)   Bring your application     Bring your check to a        
                           and check to a Fidelity    Fidelity Investor Center.    
                           Investor Center. Call      Call 1-800-544-9797 for      
                           1-800-544-9797 for the     the center nearest you.      
                           center nearest you.                                     
 
</TABLE>
 
 
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<CAPTION>
<S>                   <C>                          <C>                          
Wire (wire_graphic)   Call 1-800-544-7777 to       Not available for            
                      set up your account          retirement accounts.         
                      and to arrange a wire        Wire to:                     
                      transaction. Not             Bankers Trust                
                      available for retirement     Company,                     
                      accounts.                    Bank Routing                 
                      Wire within 24 hours to:     #021001033,                  
                      Bankers Trust                Account #00163053.           
                      Company,                     Specify "Fidelity Puritan    
                      Bank Routing                 Fund" and include your       
                      #021001033,                  account number and           
                      Account #00163053.           your name.                   
                      Specify "Fidelity Puritan                                 
                      Fund" and include your                                    
                      new account number                                        
                      and your name.                                            
 
</TABLE>
 
 
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<CAPTION>
<S>                                 <C>              <C>                       
Automatically (automatic_graphic)   Not available.   Use Fidelity Automatic    
                                                     Account Builder. Sign     
                                                     up for this service       
                                                     when opening your         
                                                     account, or call          
                                                     1-800-544-6666 to add     
                                                     it.                       
 
</TABLE>
 
 
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<CAPTION>
<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
HOW TO SELL SHARES 
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next share price calculated after your order is received and accepted.
Share price is normally calculated at 4 p.m. Eastern time. 
TO SELL SHARES IN A NON-RETIREMENT ACCOUNT, you may use any of the methods
described on these two pages. 
TO SELL SHARES IN A FIDELITY RETIREMENT ACCOUNT, your request must be made
in writing, except for exchanges to other Fidelity funds, which can be
requested by phone or in writing. Call 1-800-544-6666 for a retirement
distribution form. 
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least $1,000
worth of shares in the account to keep it open ($500 for retirement
accounts). 
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to sign
up for these services in advance. 
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply: 
(bullet)  You wish to redeem more than $100,000 worth of shares, 
(bullet)  Your account registration has changed within the last 30 days,
(bullet)  The check is being mailed to a different address than the one on
your account (record address), 
(bullet)  The check is being made payable to someone other than the account
owner, or 
(bullet)  The redemption proceeds are being transferred to a Fidelity
account with a different registration. 
You should be able to obtain a signature guarantee from a bank, broker
(including Fidelity Investor Centers), dealer, credit union (if authorized
under state law), securities exchange or association, clearing agency, or
savings association. A notary public cannot provide a signature guarantee. 
SELLING SHARES IN WRITING 
Write a "letter of instruction" with: 
(bullet)  Your name, 
(bullet)  The fund's name, 
(bullet)  Your fund account number, 
(bullet)  The dollar amount or number of shares to be redeemed, and 
(bullet)  Any other applicable requirements listed in the table at right. 
Unless otherwise instructed, Fidelity will send a check to the record
address. Deliver your letter to a Fidelity Investor Center, or mail it to: 
Fidelity Investments
P.O. Box 660602
Dallas, TX  75266-0602 
      ACCOUNT TYPE   SPECIAL REQUIREMENTS   
 
 
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<S>                                              <C>                   <C>                                         
Phone 1-800-544-777 (phone_graphic)              All account types     (bullet)  Maximum check request:            
                                                 except retirement     $100,000.                                   
                                                                       (bullet)  For Money Line transfers to       
                                                 All account types     your bank account; minimum:                 
                                                                       $10; maximum: $100,000.                     
                                                                       (bullet)  You may exchange to other         
                                                                       Fidelity funds if both                      
                                                                       accounts are registered with                
                                                                       the same name(s), address,                  
                                                                       and taxpayer ID number.                     
 
Mail or in Person (mail_graphic)(hand_graphic)   Individual, Joint     (bullet)  The letter of instruction must    
                                                 Tenant,               be signed by all persons                    
                                                 Sole Proprietorship   required to sign for                        
                                                 , UGMA, UTMA          transactions, exactly as their              
                                                 Retirement account    names appear on the                         
                                                                       account.                                    
                                                                       (bullet)  The account owner should          
                                                 Trust                 complete a retirement                       
                                                                       distribution form. Call                     
                                                                       1-800-544-6666 to request                   
                                                                       one.                                        
                                                 Business or           (bullet)  The trustee must sign the         
                                                 Organization          letter indicating capacity as               
                                                                       trustee. If the trustee's name              
                                                                       is not in the account                       
                                                                       registration, provide a copy of             
                                                                       the trust document certified                
                                                 Executor,             within the last 60 days.                    
                                                 Administrator,        (bullet)  At least one person               
                                                 Conservator,          authorized by corporate                     
                                                 Guardian              resolution to act on the                    
                                                                       account must sign the letter.               
                                                                       (bullet)  Include a corporate               
                                                                       resolution with corporate seal              
                                                                       or a signature guarantee.                   
                                                                       (bullet)  Call 1-800-544-6666 for           
                                                                       instructions.                               
 
Wire (wire_graphic)                              All account types     (bullet)  You must sign up for the wire     
                                                 except retirement     feature before using it. To                 
                                                                       verify that it is in place, call            
                                                                       1-800-544-6666. Minimum                     
                                                                       wire: $5,000.                               
                                                                       (bullet)  Your wire redemption request      
                                                                       must be received by Fidelity                
                                                                       before 4 p.m. Eastern time                  
                                                                       for money to be wired on the                
                                                                       next business day.                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365 days
a year. Whenever you call, you can speak with someone equipped to provide
the information or service you need.
24-HOUR SERVICE
ACCOUNT ASSISTANCE
1-800-544-6666
ACCOUNT BALANCES
1-800-544-7544
ACCOUNT TRANSACTIONS
1-800-544-7777
PRODUCT INFORMATION
1-800-544-8888
QUOTES
1-800-544-8544
RETIREMENT ACCOUNT 
ASSISTANCE
1-800-544-4774
 AUTOMATED SERVICE
(checkmark)
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(bullet)  Confirmation statements (after every transaction, except
reinvestments, that affects your account balance or your account
registration)
(bullet)  Account statements (quarterly)
(bullet)  Financial reports (every six months)
To reduce expenses, only one copy of most financial reports will be mailed
to your household, even if you have more than one account in the fund. Call
1-800-544-6666 if you need copies of financial reports or historical
account information.
TRANSACTION SERVICES 
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing. The shares you exchange will
carry credit for any sales charge you previously paid in connection with
their purchase.
Note that exchanges out of the fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page .
SYSTEMATIC WITHDRAWAL PLANS let you set up periodic redemptions from your
account. Because of the fund's sales charge, you may not want to set up a
systematic withdrawal plan during a period when you are buying shares on a
regular basis.
FIDELITY MONEY LINE(Registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money regularly.
Fidelity offers convenient services that let you transfer money into your
fund account, or between fund accounts, automatically. While regular
investment plans do not guarantee a profit and will not protect you against
loss in a declining market, they can be an excellent way to invest for
retirement, a home, educational expenses, and other long-term financial
goals. Certain restrictions apply for retirement accounts. Call
1-800-544-6666 for more information.
REGULAR INVESTMENT PLANS               
 
FIDELITY AUTOMATIC ACCOUNT BUILDERSM                                  
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND               
 
MINIMUM   FREQUENCY     SETTING UP OR CHANGING                            
$100      Monthly or    (bullet)  For a new account, complete the         
          quarterly     appropriate section on the fund                   
                        application.                                      
                        (bullet)  For existing accounts, call             
                        1-800-544-6666 for an application.                
                        (bullet)  To change the amount or frequency of    
                        your investment, call 1-800-544-6666 at           
                        least three business days prior to your           
                        next scheduled investment date.                   
 
 
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<S>                                                                                 <C>   <C>   
DIRECT DEPOSIT                                                                                  
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY FUNDA               
 
</TABLE>
 
MINIMUM   FREQUENCY    SETTING UP OR CHANGING                             
$100      Every pay    (bullet)  Check the appropriate box on the fund    
          period       application, or call 1-800-544-6666 for an         
                       authorization form.                                
                       (bullet)  Changes require a new authorization      
                       form.                                              
 
 
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<CAPTION>
<S>                                                                        <C>   <C>   
FIDELITY AUTOMATIC EXCHANGE SERVICE                                                    
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND               
 
</TABLE>
 
 
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<CAPTION>
<S>       <C>              <C>                                                  
MINIMUM   FREQUENCY        SETTING UP OR CHANGING                               
$100      Monthly,         (bullet)  To establish, call 1-800-544-6666 after    
          bimonthly,       both accounts are opened.                            
          quarterly, or    (bullet)  To change the amount or frequency of       
          annually         your investment, call 1-800-544-6666.                
 
</TABLE>
 
A BECAUSE ITS SHARE PRICE FLUCTUATES, THE FUND MAY NOT BE AN APPROPRIATE
CHOICE FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
SHAREHOLDER AND ACCOUNT POLICIES
 
 
DIVIDENDS, CAPITAL GAINS, AND TAXES 
The fund distributes substantially all of its net income and capital gains
to shareholders each year. Normally, dividends are distributed in March,
June, September, and December. Capital gains are distributed in September
and December. 
DISTRIBUTION OPTIONS 
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. The fund offers four
options: 
5. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the fund. If you do not
indicate a choice on your application, you will be assigned this option. 
6. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested, but you will be sent a check for each dividend
distribution.
7. CASH OPTION. You will be sent a check for your dividend and capital gain
distributions. 
8. DIRECTED DIVIDENDS(Registered trademark) OPTION. Your dividend and
capital gain distributions will be automatically invested in another
identically registered Fidelity fund.
FOR RETIREMENT ACCOUNTS, all distributions are automatically reinvested.
When you are over 59 years old, you can receive distributions in cash. 
SHARES PURCHASED THROUGH REINVESTMENT of dividend and capital gain
distributions are not subject to the fund's 2% sales charge. Likewise, if
you direct distributions to a fund with a 2% sales charge, you will not pay
a sales charge on those purchases. 
When the fund deducts a distribution from its NAV, the reinvestment price
is the fund's NAV at the close of business that day. Cash distribution
checks will be mailed within seven days. 
UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you 
are entitled to your share of 
the fund's net income and 
gains on its investments. The 
fund passes its earnings 
along to its investors as 
DISTRIBUTIONS.
The fund earns dividends 
from stocks and interest from 
bond, money market, and 
other investments. These are 
passed along as DIVIDEND 
DISTRIBUTIONS. The fund 
realizes capital gains 
whenever it sells securities 
for a higher price than it paid 
for them. These are passed 
along as CAPITAL GAIN 
DISTRIBUTIONS.
(checkmark)
TAXES 
As with any investment, you should consider how your investment in the fund
will be taxed. If your account is not a tax-deferred retirement account,
you should be aware of these tax implications. 
TAXES ON DISTRIBUTIONS. Distributions are subject to federal income tax,
and may also be subject to state or local taxes. If you live outside the
United States, your distributions could also be taxed by the country in
which you reside. Your distributions are taxable when they are paid,
whether you take them in cash or reinvest them. However, distributions
declared in December and paid in January are taxable as if they were paid
on December 31. 
For federal tax purposes, the fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions
are taxed as long-term capital gains. Every January, Fidelity will send you
and the IRS a statement showing the taxable distributions paid to you in
the previous year.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges to other
Fidelity funds - are subject to capital gains tax. A capital gain or loss
is the difference between the cost of your shares and the price you receive
when you sell them. 
Whenever you sell shares of the fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price. You will also
receive a consolidated transaction statement every January. However, it is
up to you or your tax preparer to determine whether this sale resulted in a
capital gain and, if so, the amount of tax to be paid. Be sure to keep your
regular account statements; the information they contain will be essential
in calculating the amount of your capital gains. 
"BUYING A DIVIDEND." If you buy shares just before the fund deducts a
distribution from its NAV, you will pay the full price for the shares and
then receive a portion of the price back in the form of a taxable
distribution.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, the fund
may have to limit its investment activity in some types of instruments.
TRANSACTION DETAILS 
THE FUND IS OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates the fund's NAV and offering price as
of the close of business of the NYSE, normally 4 p.m. Eastern time.
THE FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding. 
The fund's assets are valued primarily on the basis of market quotations.
If quotations are not readily available, assets are valued by a method that
the Board of Trustees believes accurately reflects fair value. Foreign
securities are valued on the basis of quotations from the primary market in
which they are traded, and are translated from the local currency into U.S.
dollars using current exchange rates.
THE OFFERING PRICE (price to buy one share) is the fund's NAV plus a sales
charge. The sales charge is 2% of the offering price, or 2.04% of the net
amount invested. The REDEMPTION PRICE (price to sell one share) is the
fund's NAV. 
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require the fund to
withhold 31% of your taxable distributions and redemptions. 
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Note that Fidelity will
not be responsible for any losses resulting from unauthorized transactions
if it follows reasonable procedures designed to verify the identity of the
caller. Fidelity will request personalized security codes or other
information, and may also record calls. You should verify the accuracy of
your confirmation statements immediately after you receive them. If you do
not want the ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center. 
THE FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. The fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of the fund.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following: 
(bullet)  All of your purchases must be made in U.S. dollars and checks
must be drawn on U.S. banks. 
(bullet)  Fidelity does not accept cash. 
(bullet)  When making a purchase with more than one check, each check must
have a value of at least $50. 
(bullet)  The fund reserves the right to limit the number of checks
processed at one time.
(bullet)  If your check does not clear, your purchase will be cancelled and
you could be liable for any losses or fees the fund or its transfer agent
has incurred. 
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, Federal Reserve check, or direct deposit instead. 
YOU MAY BUY SHARES OF THE FUND (AT THE OFFERING PRICE) OR SELL THEM THROUGH
A BROKER, who may charge you a fee for this service. If you invest through
a broker or other institution, read its program materials for any
additional service features or fees that may apply. 
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with
FDC may enter confirmed purchase orders on behalf of customers by phone,
with payment to follow no later than the time when the fund is priced on
the following business day. If payment is not received by that time, the
financial institution could be held liable for resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following: 
(bullet)  Normally, redemption proceeds will be mailed to you on the next
business day, but if making immediate payment could adversely affect the
fund, it may take up to seven days to pay you. 
(bullet)  Fidelity Money Line redemptions generally will be credited to
your bank account on the second or third business day after your phone
call.
(bullet)  The fund may hold payment on redemptions until it is reasonably
satisfied that investments made by check or Fidelity Money Line have been
collected, which can take up to seven business days.
(bullet)  Redemptions may be suspended or payment dates postponed when the
NYSE is closed (other than weekends or holidays), when trading on the NYSE
is restricted, or as permitted by the SEC.
TO SELL CERTIFICATE SHARES, call 1-800-544-6666 for instructions. The fund
no longer issues certificate shares.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000, you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, Fidelity reserves the right to close your account and send the
proceeds to you. Your shares will be redeemed at the NAV on the day your
account is closed. 
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services. 
FDC collects the proceeds from the fund's 2% sales charge and may pay a
portion of them to securities dealers who have sold the fund's shares, or
to others, including banks and other financial institutions (qualified
recipients), under special arrangements in connection with FDC's sales
activities. The sales charge paid to qualified recipients is 1.5% of the
fund's offering price.
FDC may, at its own expense, provide promotional incentives to qualified
recipients who support the sale of shares of the fund without reimbursement
from the fund. In some instances, these incentives may be offered only to
certain institutions whose representatives provide services in connection
with the sale or expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of the fund
for shares of other Fidelity funds. However, you should note the following:
(bullet)  The fund you are exchanging into must be registered for sale in
your state.
(bullet)  You may only exchange between accounts that are registered in the
same name, address, and taxpayer identification number.
(bullet)  Before exchanging into a fund, read its prospectus.
(bullet)  If you exchange into a fund with a sales charge, you pay the
percentage-point difference between that fund's sales charge and any sales
charge you have previously paid in connection with the shares you are
exchanging. For example, if you had already paid a sales charge of 2% on
your shares and you exchange them into a fund with a 3% sales charge, you
would pay an additional 1% sales charge.
(bullet)  Exchanges may have tax consequences for you.
(bullet)  Because excessive trading can hurt fund performance and
shareholders, the fund reserves the right to temporarily or permanently
terminate the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year. Accounts under common
ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(bullet)  The exchange limit may be modified for accounts in certain
institutional retirement plans to conform to plan exchange limits and
Department of Labor regulations. See your plan materials for further
information.
(bullet)  The fund reserves the right to refuse exchange purchases by any
person or group if, in FMR's judgment, the fund would be unable to invest
the money effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
(bullet)  Your exchanges may be restricted or refused if the fund receives
or anticipates simultaneous orders affecting significant portions of the
fund's assets. In particular, a pattern of exchanges that coincide with a
"market timing" strategy may be disruptive to the fund.
Although the fund will attempt to give you prior notice whenever it is
reasonably able to do so, it may impose these restrictions at any time. The
fund reserves the right to terminate or modify the exchange privilege in
the future. 
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
SALES CHARGE REDUCTIONS AND WAIVERS 
 REDUCTIONS. In certain cases, the fund's sales charge may be reduced to
reflect sales charges previously paid in connection with investments in
other Fidelity funds. The sales charge will be reduced in this manner for
shares purchased in the following ways:
1. By exchange from another Fidelity fund. 
2. With proceeds of a transaction within a Fidelity brokerage core account,
including any free credit balance, core money market fund, or margin
availability, to the extent such proceeds were derived from redemption
proceeds from another Fidelity fund. 
3. With redemption proceeds from one of Fidelity's Foreign Currency Funds,
if the Foreign Currency Fund shares were originally purchased with
redemption proceeds from a Fidelity fund. 
4. Through the Directed Dividends Option (see page ). 
5. By participants in The CORPORATEplan for Retirement Program when shares
are purchased through plan-qualified loan repayments, and for exchanges
into and out of the Managed Income Portfolio. 
If your purchase meets one of these conditions, the fund's sales charge
will be reduced by the percentage sales charges, if any, you previously
paid for purchases and sales of other Fidelity funds (excluding Fidelity's
Foreign Currency Funds). The availability of a sales charge reduction is
contingent upon the continuous ownership of Fidelity fund shares, a
Fidelity brokerage core account, or participation in The CORPORATEplan for
Retirement Program, as noted above.
WAIVERS. The fund's sales charge will not apply: 
1. If you buy shares as part of an employee benefit plan having more than
200 eligible employees or a minimum of $3 million in plan assets invested
in Fidelity mutual funds. Plan sponsors are encouraged to notify Fidelity
when they first satisfy either of these requirements.
2. To shares in a Fidelity Rollover IRA account purchased with the proceeds
of a distribution from an employee benefit plan, provided that at the time
of the distribution, the employer or its affiliate maintained a plan that
both qualified for waiver (1) above and had at least some of its assets
invested in Fidelity-managed products. 
3. If you are a charitable organization (as defined in Section 501(c)(3) of
the Internal Revenue Code) investing $100,000 or more. 
4. If you purchase shares for a charitable remainder trust or life income
pool established for the benefit of a charitable organization (as defined
by Section 501(c)(3) of the Internal Revenue Code). 
5. If you are an investor participating in the Fidelity Trust Portfolios
program. 
6. To shares purchased through Portfolio Advisory Services.
7. If you are a current or former trustee or officer of a Fidelity fund or
a current or retired officer, director, or regular employee of FMR Corp. or
its direct or indirect subsidiaries (a Fidelity Trustee or employee), the
spouse of a Fidelity trustee or employee, a Fidelity trustee or employee
acting as custodian for a minor child, or a person acting as trustee of a
trust for the sole benefit of the minor child of a Fidelity trustee or
employee. 
8. If you are a bank trust officer, registered representative, or other
employee of a qualified recipient, as defined on page .
9. To new and subsequent purchases of shares in UGMA/UTMA accounts,
including exchanges from identically registered UGMA/UTMA accounts in other
Fidelity funds.
10. If you invest as part of a payroll deduction program through an
employer who is a member of the Fidelity Retirement Client Advisory Group
or the Fidelity Retail Advisory Group, provided the employer enters into a
Fidelity payroll deduction load waiver agreement which specifies certain
qualifying restrictions and operating provisions.
11. To contributions and exchanges to a prototype or prototype-like
retirement plan sponsored by FMR Corp. or FMR and which is marketed and
distributed directly to plan sponsors or participants without any
assistance or intervention from any intermediary distribution channel.
12. If you invest through a non-prototype pension or profit-sharing plan
that maintains all of its mutual fund assets in Fidelity mutual funds,
provided the plan executes a Fidelity non-prototype sales charge waiver
request form confirming its qualification.
13. If you are a registered investment adviser (RIA) purchasing for your
discretionary accounts, provided you execute a Fidelity RIA load waiver
agreement which specifies certain aggregate minimum and operating
provisions. Except for correspondents of National Financial Services
Corporation, this waiver is available only for shares purchased directly
from Fidelity, and is unavailable if the RIA is part of an organization
principally engaged in the brokerage business.
14. If you are a trust institution or bank trust department purchasing for
your non-discretionary, non-retirement fiduciary accounts, provided you
execute a Fidelity Trust load waiver agreement which specifies certain
aggregate minimum and operating provisions. This waiver is available only
for shares purchased either directly from Fidelity or through a
bank-affiliated broker, and is unavailable if the trust department or
institution is part of an organization not principally engaged in banking
or trust activities.
These waivers must be qualified through FDC in advance. More detailed
information about waivers (1), (2), (5), (10), (11), and (13) is contained
in the Statement of Additional Information. A representative of your plan
or organization should call Fidelity for more information.
 
From Filler pages
 
FIDELITY PURITAN FUND
A FUND OF FIDELITY PURITAN TRUST
STATEMENT OF ADDITIONAL INFORMATION
SEPTEMBER    23    , 199   4    
This Statement is not a prospectus but should be read in conjunction with
the fund's current Prospectus (dated September    23    , 199   4    ). 
Please retain this document for future reference.  The    fund's financial
statements and financial highlights included in the     Annual Report for
the fiscal    year     ended July 31, 199   4        are     incorporated
herein by reference.  To obtain an additional copy of the Prospectus or the
Annual Report, please call Fidelity Distributors Corporation at
1-800-544-8888.
TABLE OF CONTENTS PAGE
Investment Policies and Limitations 
Portfolio Transactions 
Valuation of Portfolio Securities 
Performance 
Additional Purchase and Redemption Information 
Distributions and Taxes 
FMR 
Trustees and Officers  
Management Contract
Contracts With Companies Affiliated with FMR 
Description of the Trust 
Financial Statements 
Appendix 
Investment Adviser
Fidelity Management & Research Company (FMR)
Investment Sub-Advisers
Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
Fidelity Management & Research (Far East) Inc. (FMR Far East)
Distributor
Fidelity Distributors Corporation (FDC)
Transfer Agent
Fidelity Service Co. (FSC)
 PUR-ptb-99   4    
 
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus.  Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of the fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset.  Accordingly, any subsequent change in
values, net assets, or other circumstances will not be considered when
determining whether the investment complies with the fund's investment
policies and limitations.
The fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940) of the fund. 
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY.  THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities) if, as a result,
(a) more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings).  Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or repurchase
agreements.
   (9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the same
fundamental investment objectives, policies, and limitations as the
fund.    
THE FOLLOWING    INVESTMENT     LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(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 fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding.  The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iv) The fund does not currently intend to purchase any security if, as a
result, more than 10% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(v) The fund does not currently intend to invest in    interests o    f
real estate investment trusts that are not readily marketable, or to invest
in    interests     of real estate limited partnerships that are not listed
on the New York Stock Exchange or the American Stock Exchange or traded on
the NASDAQ National Market System.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% 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.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies.  Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 5% of the fund's net assets. 
Included in that amount, but not to exceed 2% of the fund's net assets, may
be warrants that are not listed on the New York Stock Exchange or the
American Stock Exchange.  Warrants acquired by the fund in units or
attached to securities are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
(xi) The fund does not currently intend to purchase the securities of any
issuer if those officers and Trustees of the Trust and those officers and
directors of FMR who individually own more than 1/2 of 1% of the securities
of such issuer together own more than 5% of such issuer's securities.
   (xii) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company with
substantially the same fundamental investment objectives, policies, and
limitations as the fund.    
For the fund's limitations on futures and options transactions see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page 7.  For the fund's limitations on short sales, see the
section entitled "Short Sales" on page 9.
AFFILIATED BANK TRANSACTIONS.     T    he fund may engage in transactions
with    financial institutions     that are, or may be considered to be,
"affiliated persons" of the fund under the Investment Company Act of 1940. 
These transactions may include repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50 largest
U.S. banks (measured by deposits); municipal securities; U.S. government
securities with affiliated banks that are primary dealers in these
securities   ; short-term currency transactions; and short-term borrowings.
In accordance with exemptive orders issued by the Securities and Exchange
Commission, the Board of Trustees has established and periodically reviews
procedures applicable to transactions involving affiliated financial
institutions.    .
FUND'S RIGHTS AS A SHAREHOLDER.  The fund does not intend to direct or
administer the day-to-day operations of any company.  The fund, however,
may exercise its rights as a shareholder and may communicate its views on
important matters of policy to management, the Board of Directors, and
shareholders of a company when FMR determines that such matters could have
a significant effect on the value of the fund's investment in the company. 
The activities that the fund may engage in, either individually or in
conjunction with others, may include, among others, supporting or opposing
proposed changes in a company's corporate structure or business activities;
seeking changes in a company's directors or management; seeking changes in
company's direction or policies; seeking the sale or reorganization of the
company or a portion of its assets; or supporting or opposing third party
takeover efforts.  This area of corporate activity is increasingly prone to
litigation and it is possible that the fund could be involved in lawsuits
related to such activities.  FMR will monitor such activities with a view
to mitigating, to the extent possible, the risk of litigation against the
fund and the risk of actual liability if the fund is involved in
litigation.  No guarantee can be made, however, that litigation against the
fund will not be undertaken or liabilities incurred.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued.  Under the supervision of the Board of Trustees, FMR determines
the liquidity of the fund's investments and, through reports from FMR, the
Board monitors investments in illiquid instruments.  In determining the
liquidity of the fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset the fund's rights and
obligations relating to the investment).
   Investments currently considered by the fund to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days, over-the-counter options, and non-government
stripped fixed-rate mortgage-backed securities.  Also, FMR may determine
some restricted securities, government-stripped fixed-rate mortgage-backed
securities, loans and other direct debt instruments, emerging market
securities, value of the swap agreements to be illiquid.  However, with
respect to over-the-counter options the fund writes, all or a portion of
the underlying instrument may be illiquid depending on the assets held to
cover the option and the nature and terms of any agreement the fund may
have to close out the option before expiration.     
   In the absence of market quotations, illiquid investments are priced at
fair value determined in good faith by a committee appointed by the Board
of Trustees.  If through a change in values, net assets, or other
circumstances, the fund were in a position where more than 10% of its net
assets were invested in illiquid securities, it would seek to take
appropriate steps to protect liquidity.    
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering.  Where
registration is required, the fund may be obligated to pay all or part of
the registration expense and a considerable period may elapse between the
time it decides to seek registration and the time    it     may be
permitted to sell a security under an effective registration statement. 
If, during such a period, adverse market conditions were to develop, the
fund might obtain a less favorable price than prevailed when it decided to
seek registration of the security.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS.  Direct debt instruments are
interests in amounts owed by a corporate, governmental, or other borrower
to lenders or lending syndicates (loans and loan participations), to
suppliers of goods or services (trade claims or other receivables), or to
other parties.  Direct debt instruments are subject to the fund's policies
regarding the quality of debt securities.
Purchasers of loans and other forms of direct indebtedness depend primarily
upon the creditworthiness of the borrower for payment of principal and
interest.  Direct debt instruments may not be rated by any nationally
recognized rating service.  If the fund does not receive scheduled interest
or principal payments on such indebtedness, the fund's share price and
yield could be adversely affected.  Loans that are fully secured offer the
fund more protections than an unsecured loan in the event of non-payment of
scheduled interest or principal.  However, there is no assurance that the
liquidation of collateral from a secured loan would satisfy the borrower's
obligation, or that the collateral could be liquidated.  Indebtedness of
borrowers whose creditworthiness is poor involves substantially greater
risks and may be highly speculative.  Borrowers that are in bankruptcy or
restructuring may never pay off their indebtedness, or may pay only a small
fraction of the amount owed.  Direct indebtedness of developing countries
also involves a risk that the governmental entities responsible for the
repayment of the debt may be unable, or unwilling, to pay interest and
   repay     principal when due.
Investments in loans through direct assignment of a financial institution's
interests with respect to a loan may involve additional risks to the fund. 
For example, if a loan is foreclosed, the fund could become part owner of
any collateral, and would bear the costs and liabilities associated with
owning and disposing of the collateral.  In addition, it is conceivable
that under emerging legal theories of lender liability, the fund could be
held liable as a co-lender.  Direct debt instruments may also involve a
risk of insolvency of the lending bank or other intermediary.  Direct debt
instruments that are not in the form of securities may offer less legal
protection to the fund in the event of fraud or misrepresentation.  In the
absence of definitive regulatory guidance, the fund relies on FMR's
research in an attempt to avoid situations where fraud or misrepresentation
could adversely affect the fund.
A loan is often administered by a bank or other financial institution that
acts as agent for all holders.  The agent administers the terms of the
loan, as specified in the loan agreement.  Unless, under the terms of the
loan or other indebtedness, the fund has direct recourse against the
borrower, it may have to rely on the agent to apply appropriate credit
remedies against a borrower.  If assets held by the agent for the benefit
of the fund were determined to be subject to the claims of the agent's
general creditors, the fund might incur certain costs and delays in
realizing payment on the loan or loan participation and could suffer a loss
of principal or interest.
Direct indebtedness purchased by the fund may include letters of credit,
revolving credit facilities, or other standby financing commitments
obligating the fund to pay additional cash on demand.  These commitments
may have the effect of requiring the fund to increase its investment in a
borrower at a time when it would not otherwise have done so, even if the
borrower's condition makes it unlikely that the amount will ever be repaid. 
The fund will set aside appropriate liquid assets in a segregated custodial
account to cover its potential obligations under standby financing
commitments.
The fund limits the amount of total assets that it will invest in any one
issuer or in issuers within the same industry (see limitations 1 and 5). 
For purposes of these limitations, the fund generally will treat the
borrower as the "issuer" of indebtedness held by the fund.  In the case of
loan participations where a bank or other lending institution serves as
financial intermediary between the fund and the borrower, if the
participation does not shift to the fund the direct debtor-creditor
relationship with the borrower, SEC interpretations require the fund, in
appropriate circumstances, to treat both the lending bank or other lending
institution and the borrower as "issuers" for these purposes.  Treating a
financial intermediary as an issuer of indebtedness may restrict the fund's
ability to invest in indebtedness related to a single financial
intermediary, or a group of intermediaries engaged in the same industry,
even if the underlying borrowers represent many different companies and
industries.
REPURCHASE AGREEMENTS.  In a repurchase agreement the fund purchases a
security and simultaneously commits to resell that security to the seller
at an agreed upon price on an agreed upon date within a number of days from
the date of purchase.  The resale price reflects the purchase price plus an
agreed upon incremental amount which is unrelated to the coupon rate or
maturity of the purchased security.  A repurchase agreement involves the
obligation of the seller to pay the agreed upon price, which obligation is
in effect secured by the value (at least equal to the amount of the agreed
upon resale price and marked to market daily) of the underlying security. 
The fund may engage in a repurchase agreement with respect to any security
in which it is authorized to invest.  While it does not presently appear
possible to eliminate all risks from these transactions (particularly the
possibility of a decline in the market value of the underlying securities,
as well as delays and costs to the fund in connection with bankruptcy
proceedings), it is the fund's current policy to limit repurchase agreement
transactions to those parties whose creditworthiness has been reviewed and
found satisfactory by FMR.
REVERSE REPURCHASE AGREEMENTS.  In a reverse repurchase agreement, a fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time.  While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement. 
The fund will enter into reverse repurchase agreements only with parties
whose creditworthiness has been found satisfactory by FMR.  Such
transactions may increase fluctuations in the market value of the fund's
assets and may be viewed as a form of leverage.
   INTERFUND BORROWING PROGRAM.  The fund has received permission from the
SEC to lend money to and borrow money from other funds advised by FMR or
its affiliates. Interfund loans and borrowings normally will extend
overnight, but can have a maximum duration of seven days. The fund will
lend through the program only when the returns are higher than those
available at the same time from other short-term instruments (such as
repurchase agreements), and will borrow through the program only when the
costs are equal to or lower than the cost of bank loans. The fund will not
lend more than 5% of its assets to other funds, and will not borrow through
the program if, after doing so, total outstanding borrowings would exceed
15% of total assets. Loans may be called on one day's notice, and the fund
may have to borrow from a bank at a higher interest rate if an interfund
loan is called or not renewed. Any delay in repayment to a lending fund
could result in a lost investment opportunity or additional borrowing
costs.    
   ZERO COUPON BONDS. Zero coupon bonds do not make interest payments;
instead, they are sold at a deep discount from their face value and are
redeemed at face value when they mature. Because zero coupon bonds do not
pay current income, their prices can be very volatile when interest rates
change. In calculating its daily dividend, the fund takes into account as
income a portion of the difference between a zero coupon bond's purchase
price and its face value.     
   A broker-dealer creates a derivative zero by separating the interest and
principal components of a U.S. Treasury security and selling them as two
individual securities. CATS (Certificates of Accrual on Treasury
Securities), TIGRs (Treasury Investment Growth Receipts), and TRs (Treasury
Receipts) are examples of derivative zeros.    
   The Federal Reserve Bank creates STRIPS (Separate Trading of Registered
Interest and Principal of Securities) by separating the interest and
principal components of an outstanding U.S. Treasury bond and selling them
as individual securities. Bonds issued by the Resolution Funding
Corporation (REFCORP) and the Financing Corporation (FICO) can also be
separated in this fashion. Original issue zeros are zero coupon securities
originally issued by the U.S. government, a government agency, or a
corporation in zero coupon form.    
   MORTGAGE-BACKED SECURITIES. The fund may purchase mortgage-backed
securities issued by government and non-government entities such as banks,
mortgage lenders, or other financial institutions. A mortgage-backed
security may be an obligation of the issuer backed by a mortgage or pool of
mortgages or a direct interest in an underlying pool of mortgages. Some
mortgage-backed securities, such as collateralized mortgage obligations or
CMOs, make payments of both principal and interest at a variety of
intervals; others make semiannual interest payments at a predetermined rate
and repay principal at maturity (like a typical bond). Mortgage-backed
securities are based on different types of mortgages including those on
commercial real estate or residential properties. Other types of
mortgage-backed securities will likely be developed in the future, and the
fund may invest in them if FMR determines they are consistent with the
fund's investment objective and policies.    
   The value of mortgage-backed securities may change due to shifts in the
market's perception of issuers. In addition, regulatory or tax changes may
adversely affect the mortgage securities market as a whole. Mortgage-backed
securities are subject to prepayment risk. Prepayment, which occurs when
unscheduled or early payments are made on the underlying mortgages, may
shorten the effective maturities of these securities and may lower their
total returns.     
   STRIPPED MORTGAGE-BACKED SECURITIES are created when a U.S. government
agency or a financial institution separates the interest and principal
components of a mortgage-backed security and sells them as individual
securities. The holder of the "principal-only" security (PO) receives the
principal payments made by the underlying mortgage-backed security, while
the holder of the "interest-only" security (IO) receives interest payments
from the same underlying security.    
   The prices of stripped mortgage-backed securities may be particularly
affected by changes in interest rates. As interest rates fall, prepayment
rates tend to increase, which tends to reduce prices of IOs and increase
prices of POs. Rising interest rates can have the opposite effect.     
   ASSET-BACKED SECURITIES consist of undivided fractional interests in
pools of consumer loans (unrelated to mortgage loans) held in a trust.
Payments of principal and interest are passed through to certificate
holders and are typically supported by some form of credit enhancement,
such as a letter of credit, surety bond, limited guaranty, or
senior/subordination. The degree of credit enhancement varies, but
generally amounts to only a fraction of the asset-backed security's par
value until exhausted. If the credit enhancement is exhausted, certificate
holders may experience losses or delays in payment if the required payments
of principal and interest are not made to the trust with respect to the
underlying loans. The value of these securities also may change because of
changes in the market's perception of the creditworthiness of the servicing
agent for the loan pool, the originator of the loans, or the financial
institution providing the credit enhancement. Asset-backed securities are
ultimately dependent upon payment of consumer loans by individuals, and the
certificate holder generally has no recourse to the entity that originated
the loans. The underlying loans are subject to prepayments which shorten
the securities' weighted average life and may lower their returns. (As
prepayments flow through at par, total returns would be affected by the
prepayments: If a security were trading at a premium, its total return
would be lowered by prepayments, and if a security were trading at a
discount, its total return would be increased by prepayments.)    
   FMR believes that CMOs, asset-backed securities, and mortgage-backed
securities are readily marketable based on the size of the market and the
number of trades transacted each day.    
SECURITIES LENDING.  The fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI).  FBSI is a member of the New York Stock Exchange and
a subsidiary of FMR Corp.
Securities lending allows the fund to retain ownership of the securities
loaned and, at the same time, to earn additional income.  Since there may
be delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing.  Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that the fund
may engage in loan transactions only under the following conditions:  (1)
the fund must receive 100% collateral in the form of cash or cash
equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of
the collateral; (3) after giving notice, the fund must be able to terminate
the loan at any time; (4) the fund must receive reasonable interest on the
loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest or other distributions on the securities loaned and to
any increase in market value; (5) the fund may pay only reasonable
custodian fees in connection with the loan; and (6) the Board of Trustees
must be able to vote proxies on the securities loaned, either by
terminating the loan or by entering into an alternative arrangement with
the borrower.
Cash received through loan transactions may be invested in any security in
which the fund is authorized to invest.  Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
LOWER-   QUALITY     DEBT SECURITIES.  While the market for high-yield
corporate debt securities has been in existence for many years and has
weathered previous economic downturns, the 1980s brought a dramatic
increase in the use of such securities to fund highly leveraged corporate
acquisitions and restructurings.  Past experience may not provide an
accurate indication of the future performance of the high-yield bond
market, especially during periods of economic recession.  In fact, from
1989 to 1991, the percentage of lower-   quality     debt securities that
defaulted rose significantly above prior levels, although the default rate
decreased in 1992    and 1993    .
The market for lower-   quality debt     securities may be thinner and less
active than that for higher-   quality     debt securities, which can
adversely affect the prices at which the former are sold.  If market
quotations are not available, lower-   quality     debt securities will be
valued in accordance with procedures established by the Board of Trustees,
including the use of outside pricing services.  Judgment plays a greater
role in valuing high-yield corporate debt securities than is the case for
securities for which more external sources for quotations and last-sale
information are available.  Adverse publicity and changing investor
perceptions may affect the ability of outside pricing services to value
lower-   quality     debt securities and the fund's ability to dispose of
these securities.
Since the risk of default is higher for lower-   quality     debt
securities, FMR's research and credit analysis are an especially important
part of managing securities of this type held by the fund.  In considering
investments for the fund, FMR will attempt to identify those issuers of
high-yielding securities whose financial condition is adequate to meet
future obligations, has improved, or is expected to improve in the future. 
FMR's analysis focuses on relative values based on such factors as interest
or dividend coverage, asset coverage, earnings prospects, and the
experience and managerial strength of the issuer.
The fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise to exercise its rights as a security holder
to seek to protect the interests of security holders if it determines this
to be in the best interest of fund's shareholders.
SWAP AGREEMENTS.  Swap agreements can be individually negotiated and
structured to include exposure to a variety of different types of
investments or market factors.  Depending on their structure, swap
agreements may increase or decrease the fund's exposure to long- or
short-term interest rates (in the U.S. or abroad), foreign currency values,
mortgage securities, corporate borrowing rates, or other factors such as
security prices or inflation rates.  Swap agreements can take many
different forms and are known by a variety of names.  The fund is not
limited to any particular form of swap agreement if FMR determines it is
consistent with the fund's investment objective and policies.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by
the other party. For example, the buyer of an interest rate cap obtains the
right to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines elements
of buying a cap and selling a floor.
Swap agreements will tend to shift the fund's investment exposure from one
type of investment to another. For example, if the fund agreed to exchange
payments in dollars for payments in foreign currency, the swap agreement
would tend to decrease the fund's exposure to U.S. interest rates and
increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of the fund's investments and its share price and yield.
The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from the fund.  If a swap
agreement calls for payments by the fund, the fund must be prepared to make
such payments when due.  In addition, if the counterparty's
creditworthiness declined, the value of a swap agreement would be likely to
decline, potentially resulting in losses.  The fund expects to be able to
eliminate its exposure under swap agreements either by assignment or other
disposition, or by entering into an offsetting swap agreement with the same
party or a similarly creditworthy party.
The fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements.  If the
fund enters into a swap agreement on a net basis, it will segregate assets
with a daily value at least equal to the excess, if any, of the fund's
accrued obligations under the swap agreement over the accrued amount the
fund is entitled to receive under the agreement.  If the fund enters into a
swap agreement on other than a net basis, it will segregate assets with a
value equal to the full amount of the fund's accrued obligations under the
agreement.
INDEXED SECURITIES.  The fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices, currencies,
precious metals or other commodities, or other financial indicators. 
Indexed securities typically, but not always, are debt securities or
deposits whose value at maturity or coupon rate is determined by reference
to a specific instrument or statistic.  Gold-indexed securities, for
example, typically provide for a maturity value that depends on the price
of gold, resulting in a security whose price tends to rise and fall
together with gold prices.  Currency-indexed securities typically are
short-term to intermediate-term debt securities whose maturity values or
interest rates are determined by reference to the values of one or more
specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers.  Currency-indexed
securities may be positively or negatively indexed;  that is, their
maturity value may increase when the specified currency value increases,
resulting in a security that performs similarly to a foreign-denominated
instrument, or their maturity value may decline when foreign currencies
increase, resulting in a security whose price characteristics are similar
to a put on the underlying currency.  Currency-indexed securities may also
have prices that depend on the values of a number of different foreign
currencies relative to each other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they
are indexed, and may also be influenced by interest rate changes in the
U.S. and abroad.  At the same time, indexed securities are subject to the
credit risks associated with the issuer of the security, and their values
may decline substantially if the issuer's creditworthiness deteriorates. 
Recent issuers of indexed securities have included banks, corporations, and
certain U.S. government agencies.  Indexed securities may be more volatile
than the underlying instruments.
FOREIGN INVESTMENTS.  Foreign investments can involve significant risks in
addition to the risks inherent in U.S. investments.  The value of
securities denominated in or indexed to foreign currencies, and of
dividends and interest from such securities, can change significantly when
foreign currencies strengthen or weaken relative to the U.S. dollar. 
Foreign securities markets generally have less trading volume and less
liquidity than U.S. markets, and prices on some foreign markets can be
highly volatile.  Many foreign countries lack uniform accounting and
disclosure standards comparable to those applicable to U.S. companies, and
it may be more difficult to obtain reliable information regarding an
issuer's financial condition and operations.  In addition, the costs of
foreign investing, including withholding taxes, brokerage commissions, and
custodial costs, are generally higher than for U.S. investments.
Foreign markets may offer less protection to investors than U.S. markets. 
Foreign issuers, brokers, and securities markets may be subject to less
government supervision.  Foreign security trading practices, including
those involving the release of assets in advance of payment, may involve
increased risks in the event of a failed trade or the insolvency of a
broker-dealer, and may involve substantial delays.  It may also be
difficult to enforce legal rights in foreign countries.
Investing abroad also involves different political and economic risks. 
Foreign investments may be affected by actions of foreign governments
adverse to the interests of U.S. investors, including the possibility of
expropriation or nationalization of assets, confiscatory taxation,
restrictions on U.S. investment or on the ability to repatriate assets or
convert currency into U.S. dollars, or other government intervention. 
There may be a greater possibility of default by foreign governments or
foreign government-sponsored enterprises.  Investments in foreign countries
also involve a risk of local political, economic, or social instability,
military action or unrest, or adverse diplomatic developments.  There is no
assurance that FMR will be able to anticipate these potential events or
counter their effects.
The considerations noted above generally are intensified for investments in
developing countries.  Developing countries may have relatively unstable
governments, economies based on only a few industries, and securities
markets that trade a small number of securities.
The fund may invest in foreign securities that impose restrictions on
transfer within the U.S. or to U.S. persons.  Although securities subject
to transfer restrictions may be marketable abroad, they may be less liquid
than foreign securities of the same class that are not subject to such
restrictions.
The fund may invest in American Depositary Receipts and European Depositary
Receipts (ADRs and EDRs) which are certificates evidencing ownership of
shares of a foreign-based issuer held in trust by a bank or similar
financial institution.  Designed for use in U.S. and European securities
markets, respectively, ADRs and EDRs are alternatives to the purchase of
the underlying securities in their national markets and currencies.
FOREIGN CURRENCY TRANSACTIONS.     The fund may conduct foreign currency
transactions     on a spot (i.e., cash) basis or by entering into forward
contracts to purchase or sell foreign currencies at a future date and
price.     The fund will convert currency on a spot basis from time to
time, and investors should be aware of the costs of currency conversion. 
Although foreign exchange dealers generally do not charge a fee for
conversion, they do realize a profit based on the difference between the
prices at which they are buying and selling various currencies.  Thus, a
dealer may offer to sell a foreign currency to the fund at one rate, while
offering a lesser rate of exchange should the fund desire to resell that
currency to the dealer.      Forward contracts generally are traded in an
interbank market conducted directly between currency traders (usually large
commercial banks) and their customers.  The parties to a forward contract
may agree to offset or terminate the contract before its maturity, or may
hold the contract to maturity and complete the contemplated currency
exchange.
The fund may use currency forward contracts    for any purpose consistent
with its investment objective.      The following discussion summarizes the
principal currency management strategies involving forward contracts that
could be used by the fund.     The fund may also use swap agreements,
indexed securities, and options and futures contracts relating to foreign
currencies for the same purposes.    
   When the fund agrees to buy or sell a security denominated in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security. 
By entering into a forward contract for the purchase or sale, for a fixed
amount of U.S. dollars, of the amount of foreign currency involved in the
underlying security transaction, the fund will be able to protect itself
against an adverse change in foreign currency values between the date the
security is purchased or sold and the date on which payment is made or
received.      This technique is sometimes referred to as a "settlement
hedge" or "transaction hedge."   The fund    may     also enter into
forward contracts to purchase or sell a foreign currency in anticipation of
future purchases or sales of securities denominated in foreign currency,
even if the specific investments have not yet been selected by FMR.
The fund may also use forward contracts to hedge against a decline in the
value of existing investments denominated in foreign currency.  For
example, if the fund owned securities denominated in pounds sterling, it
could enter into a forward contract to sell pounds sterling in return for
U.S. dollars to hedge against possible declines in the pound's value.  Such
a hedge, sometimes referred to as a "position hedge", would tend to offset
both positive and negative currency fluctuations, but would not offset
changes in security values caused by other factors.  The fund could also
hedge the position by selling another currency expected to perform
similarly to the pound sterling - for example, by entering into a forward
contract to sell Deutschemarks or European Currency Units in return for
U.S. dollars.  This type of hedge, sometimes referred to as a "proxy
hedge," could offer advantages in terms of cost, yield, or efficiency, but
generally would not hedge currency exposure as effectively as a simple
hedge into U.S. dollars.  Proxy hedges may result in losses if the currency
used to hedge does not perform similarly to the currency in which the
hedged securities are denominated.         
   The fund may enter into forward contracts to shift its investment
exposure from one currency into another.  This may include shifting
exposure from U.S. dollars to a foreign currency, or from one foreign
currency to another foreign currency.  For example, if the fund held
investments denominated in Deutschemarks, the fund could enter into forward
contracts to sell Deutschemarks and purchase Swiss Francs.  This type of
strategy, sometimes known as a "cross-hedge," will tend to reduce or
eliminate exposure to the currency that is sold, and increase exposure to
the currency that is purchased, much as if the fund had sold a security
denominated in one currency and purchased an equivalent security
denominated in another.  Cross-hedges protect against losses resulting from
a decline in the hedged currency, but will cause the fund to assume the
risk of fluctuations in the value of the currency it purchases.    
   Under certain conditions, SEC guidelines require mutual funds to set
aside appropriate liquid assets in a segregated custodial account to cover
currency forward contracts.  As required by SEC guidelines, the fund will
segregate assets to cover currency forward contracts, if any, whose purpose
is essentially speculative.  The fund will not segregate assets to cover
forward contracts entered into for hedging purposes, including settlement
hedges, position hedges, and proxy hedges.    
Successful use of     currency management strategies     will depend on
FMR's skill in analyzing and predicting currency values.     Currency
management strategies     may substantially change the fund's investment
exposure to changes in currency exchange rates, and could result in losses
to the fund if currencies do not perform as FMR anticipates.  For example,
if a currency's value rose at a time when FMR had hedged the fund by
selling that currency in exchange for dollars, the fund would be unable to
participate in the currency's appreciation.  If FMR hedges currency
exposure through proxy hedges, the fund could realize currency losses from
the hedge and the security position at the same time if the two currencies
do not move in tandem.  Similarly, if FMR increases the fund's exposure to
a foreign currency, and that currency's value declines, the fund will
realize a loss.  There is no assurance that FMR's use of    currency
management strategies     will be advantageous to the fund or that it will
hedge at an appropriate time.
 LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS.  The fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets.  The fund intends to comply with    Rule     4.5 under the
Commodity Exchange Act, which limits the extent to which the fund can
commit assets to initial margin deposits and option premiums.
 In addition, the fund will not:  (a) sell futures contracts, purchase put
options, or write call options if, as a result, more than 25% of the fund's
total assets would be hedged with futures and options under normal
conditions; (b) purchase futures contracts or write put options if, as a
result, the fund's total obligations upon settlement or exercise of
purchased futures contracts and written put options would exceed 25% of its
total assets; or (c) purchase call options if, as a result, the current
value of option premiums for call options purchased by the fund would
exceed 5% of the fund's total assets.  These limitations do not apply to
options attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
 The above limitations on the fund's investments in futures contracts and
options, and the fund's policies regarding futures contracts and options
discussed elsewhere in this Statement of Additional Information, are not
fundamental policies and may be changed as regulatory agencies permit.
 FUTURES CONTRACTS.  When the fund purchases a futures contract, it agrees
to purchase a specified underlying instrument at a specified future date. 
When the fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date.  The price at which the purchase and
sale will take place is fixed when the fund enters into the contract.  Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Standard & Poor's 500 Composite Stock
Price Index (S&P 500).  Futures can be held until their delivery dates,
or can be closed out before then if a liquid secondary market is available.
 The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument.  Therefore, purchasing futures
contracts will tend to increase the fund's exposure to positive and
negative price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly.  When the fund sells a
futures contract, by contrast, the value of its futures position will tend
to move in a direction contrary to the market.  Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
 FUTURES MARGIN PAYMENTS.  The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date.  However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into.  Initial margin deposits are typically equal to a percentage of the
contract's value.  If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis.  The party that has a gain may
be entitled to receive all or a portion of this amount.  Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of the fund's investment limitations.  In the event of the
bankruptcy of a FCM that holds margin on behalf of the fund, the fund may
be entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
 PURCHASING PUT AND CALL OPTIONS.  By purchasing a put option, the fund
obtains the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price.  In return for this right, the fund
pays the current market price for the option (known as the option premium). 
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts.  The fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option.  If the option is allowed to expire,
the fund will lose the entire premium it paid.  If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price.  The fund may also terminate a put option position by closing it out
in the secondary market at its current price, if a liquid secondary market
exists.
 The buyer of a typical put option can expect to realize a gain if security
prices fall substantially.  However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
 The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price.  A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall.  At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
 WRITING PUT AND CALL OPTIONS.  When the fund writes a put option, it takes
the opposite side of the transaction from the option's purchaser.  In
return for receipt of the premium, the fund assumes the obligation to pay
the strike price for the option's underlying instrument if the other party
to the option chooses to exercise it.  When writing an option on a futures
contract, the fund will be required to make margin payments to a FCM as
described above for futures contracts.  The fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price.  If the secondary
market is not liquid for a put option the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
 If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received.  If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price.  If security prices fall, the put writer would
expect to suffer a loss.  This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
 Writing a call option obligates the fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option.  The characteristics of writing call options are similar to those
of writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall.  Through receipt of the option
premium, a call writer mitigates the effects of a price decline.  At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
 COMBINED POSITIONS.  The fund may purchase and write options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall
position.  For example, the fund may purchase a put option and write a call
option on the same underlying instrument, in order to construct a combined
position whose risk and return characteristics are similar to selling a
futures contract.  Another possible combined position would involve writing
a call option at one strike price and buying a call option at a lower
price, in order to reduce the risk of the written call option in the event
of a substantial price increase.  Because combined options positions
involve multiple trades, they result in higher transaction costs and may be
more difficult to open and close out.
 CORRELATION OF PRICE CHANGES.  Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match the fund's current or
anticipated investments exactly.  The fund may invest in options and
futures contracts based on securities with different issuers, maturities,
or other characteristics from the securities in which it typically invests,
which involves a risk that the options or futures position will not track
the performance of the fund's other investments.  
 Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the fund's
investments well.  Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way.  Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts.  The fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases.  If price
changes in the fund's options or futures positions are poorly correlated
with its other investments, the positions may fail to produce anticipated
gains or result in losses that are not offset by gains in other
investments.
 LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS.  There is no assurance a
liquid secondary market will exist for any particular options or futures
contract at any particular time.  Options may have relatively low trading
volume and liquidity if their strike prices are not close to the underlying
instrument's current price.  In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day.  On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for the fund
to enter into new positions or close out existing positions.  If the
secondary market for a contract is not liquid because of price fluctuation
limits or otherwise, it could prevent prompt liquidation of unfavorable
positions, and potentially could require the fund to continue to hold a
position until delivery or expiration regardless of changes in its value. 
As a result, the fund's access to other assets held to cover its options or
futures positions could also be impaired.
 OTC OPTIONS.  Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter options (options not traded on
exchanges) generally are established through negotiation with the other
party to the option contract.  While this type of arrangement allows the
fund greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
 OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES.  Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date.  Most currency futures
contracts call for payment or delivery in U.S. dollars.  The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract.  The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency.  
 The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above.  The
fund may purchase and sell currency futures and may purchase and write
currency options to increase or decrease its exposure to different foreign
currencies.  The fund may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts. 
Currency futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the value of
the fund's investments.  A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect
the fund against a price decline resulting from deterioration in the
issuer's creditworthiness.  Because the value of the fund's
foreign-denominated investments changes in response to many factors other
than exchange rates, it may not be possible to match the amount of currency
options and futures to the value of the fund's investments exactly over
time.
 ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS.  The fund will comply
with guidelines established by the SEC with respect to coverage of options
and futures strategies by mutual funds, and if the guidelines so require
will set aside appropriate liquid assets in a segregated custodial account
in the amount prescribed.  Securities held in a segregated account cannot
be sold while the futures or option strategy is outstanding, unless they
are replaced with other suitable assets.  As a result, there is a
possibility that segregation of a large percentage of the fund's assets
could impede portfolio management or the fund's ability to meet redemption
requests or other current obligations.
 SHORT SALES.  The fund may enter into short sales with respect to stocks
underlying its convertible security holdings.  For example, if FMR
anticipates a decline in the price of the stock underlying a convertible
security the fund holds, it may sell the stock short.  If the stock price
subsequently declines, the proceeds of the short sale could be expected to
offset all or a portion of the effect of the stock's decline on the value
of the convertible security.  The fund currently intends to hedge no more
than 15% of its total assets with short sales on equity securities
underlying its convertible security holdings under normal circumstances.
 When the fund enters into a short sale, it will be required to set aside
securities equivalent in kind and amount to those sold short (or securities
convertible or exchangeable into such securities) and will be required to
continue to hold them while the short sale is outstanding.  The fund will
incur transaction costs, including interest expense, in connection with
opening, maintaining, and closing short sales.
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of the fund by FMR pursuant to authority contained in the management
contract.    Since FMR has granted investment management authority to the
sub-advisers (see the section entitled "Management Contracts"), the
sub-advisers are authorized to place orders for the purchase and sale of
portfolio securities, and will do so in accordance with the policies
described below.     FMR is also responsible for the placement of
transaction orders for other investment companies and accounts for which it
or its affiliates act as investment adviser.  In selecting broker-dealers,
subject to applicable limitations of the federal securities laws, FMR
considers various relevant factors, including, but not limited to, the size
and type of the transaction; the nature and character of the markets for
the security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis;  the
reasonableness of any commissions   ; and arrangements for payment of fund
expenses    . Commissions for foreign investments traded on foreign
exchanges will generally be higher than for U.S. investments and may not be
subject to negotiation.
The fund may execute portfolio transactions with broker-dealers who provide
research and execution services to the fund or other accounts over which
FMR or its affiliates exercise investment discretion.  Such services may
include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; the availability of
securities or the purchasers or sellers of securities; furnishing analyses
and reports concerning issuers, industries, securities, economic factors
and trends,  portfolio strategy, and performance of accounts; and effecting
securities transactions and performing functions incidental thereto (such
as clearance and settlement).  The selection of such broker-dealers
generally is made by FMR (to the extent possible consistent with execution
considerations) in accordance with a ranking of broker-dealers determined
periodically by FMR's investment staff based upon the quality of research
and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the fund may be useful to FMR in rendering investment management
services to the fund or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the fund.  The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services.  In order to cause
the fund to pay such higher commissions, FMR must determine in good faith
that such commissions are reasonable in relation to the value of the
brokerage and research services provided by such executing broker-dealers,
viewed in terms of a particular transaction or FMR's overall
responsibilities to the fund and its other clients.  In reaching this
determination, FMR will not attempt to place a specific dollar value on the
brokerage and research services provided, or to determine what portion of
the compensation should be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the fund or shares of other Fidelity funds
to the extent permitted by law.  FMR may use research services provided by
and place agency transactions with Fidelity Brokerage Services, Inc. (FBSI)
and Fidelity Brokerage Services, Ltd. (FBSL), subsidiaries of FMR Corp., if
the commissions are fair, reasonable, and comparable to commissions charged
by non-affiliated, qualified brokerage firms for similar services.  Prior
to September 4, 1992, FBSL operated under the name Fidelity Portfolio
Services, Ltd. (FPSL), as a wholly owned subsidiary of Fidelity
International Limited (FIL).  Edward C. Johnson 3d is Chairman of FIL.  Mr.
Johnson 3d, Johnson family members, and various trusts for the benefit of
the Johnson family own, directly or indirectly, more than 25% of the voting
common stock of FIL.
   FMR may allocate brokerage transactions to broker-dealers who have
entered into arrangements with FMR under which the broker-dealer allocates
a portion of the commissions paid by the fund toward payment of the fund's
expenses, such as transfer agent fees or custodian fees. The transaction
quality must, however, be comparable to those of other qualified
broker-dealers.    
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage,    unless certain
requirements are satisfied    .  Pursuant to such    requirements    , the
Board of Trustees has    authorized     FBSI to    execute     portfolio
transactions on national securities exchanges    in accordance with
approved procedures and applicable SEC rules    .
The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
fund and review the commissions paid by the fund over representative
periods of time to determine if they are reasonable in relation to the
benefits to the fund.
For the fiscal    years     ended July 31, 199   4     and 199   3     the
fund's annual portfolio turnover rates were    ___    % and    ___    %,
respectively.
For         fiscal    1994, 1    99   3    , and 199   2    , the fund paid
brokerage commissions of $   _________    , $   ________    , and
$   _________    , respectively.  During fiscal 199   4    , approximately
$   __________     or    ___    % of these commissions were paid to
brokerage firms that provided research services, although the provision of
such services was not necessarily a factor in the placement of all of this
business with such firms.  The fund pays both commissions and spreads in
connection with the placement of portfolio transactions; FBSI is paid on a
commission basis.  During fiscal 199   4    , 199   3    , and 199   2    ,
the fund paid brokerage commissions of $   _________    , $   ________    ,
and $   ________    , respectively, to FBSI.  During fiscal 199   4    ,
this amounted to approximately    ___    % of the aggregate brokerage
commissions paid by the fund for transactions involving approximately
   ___    % of the aggregate dollar amount of transactions in which the
fund paid brokerage commissions.  The difference    between     the
percentage of brokerage commissions paid to and the percentage of the
dollar amount of transactions effected through FBSI is a result of the low
commission rates charged by FBSI.  
   During fiscal 1994 and 1993, the fund paid brokerage commissions of
$_____ and $_______ to FBSL.  During fiscal 1994, this amounted to
approximately ___% of the aggregate brokerage commissions paid by the fund
for transactions involving approximately ____% of the dollar amount of
transactions in which the fund paid commissions.      During fiscal  1992
the fund paid brokerage commissions of $18,823 to FPSL.  
From time to time the Trustees will review whether the recapture for the
benefit of the fund of some portion of the brokerage commissions or similar
fees paid by the fund on portfolio transactions is legally permissible and
advisable. The fund seeks to recapture soliciting broker-dealer fees on the
tender of portfolio securities, but at present no other recapture
arrangements are in effect.  The Trustees intend to continue to review
whether recapture opportunities are available and are legally permissible
and, if so, to determine in the exercise of their business judgment whether
it would be advisable for the fund to seek such recapture.
Although the Trustees and officers of the fund are substantially the same
as those of other funds managed by FMR, investment decisions for the fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates.  It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts. 
Simultaneous transactions are inevitable when several funds    and accounts
    are managed by the same investment adviser, particularly when the same
security is suitable for the investment objective of more than one fund   
or account    .  
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with equitable    for     each fund.  In some cases this system could have
a detrimental effect on the price or    value     of    the     security as
far as the fund is concerned.  In other cases, however, the ability of the
fund to participate in volume transactions will produce better executions
and prices for the fund.  It is the current opinion of the Trustees that
the desirability of retaining FMR as investment adviser to the fund
outweighs any disadvantages that may be said to exist from exposure to
simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade.     Most e    quity securities for
which the primary market is the U.S. are valued at last sale price or, if
no sale has occurred, at the closing bid price.     Most e    quity
securities for which the primary market is outside the U.S. are valued
using the official closing price or the last sale price in the principal
market where they are traded.  If the last sale price (on the local
exchange) is unavailable, the last evaluated quote or last bid price is
normally used.  Short-term securities are valued either at amortized cost
or at original cost plus accrued interest, both of which approximate
current value.     Convertible securities and     Fixed-income securities
are valued primarily by a pricing service that uses a vendor security
valuation matrix which incorporates both dealer-supplied valuations and
electronic data processing techniques.  This twofold approach is believed
to more accurately reflect fair value because it takes into account
appropriate factors such as institutional trading in similar groups of
securities, yield, quality, coupon rate, maturity, type of issue, trading
characteristics, and other market data, without exclusive reliance upon
quoted, exchange, or over-the counter prices.  Use of pricing services has
been approved by the Board of Trustees.
Securities and other assets for which there is no readily available market
are valued in good faith by a committee appointed by the Board of Trustees. 
The procedures set forth above need not be used to determine the value of
the securities owned by the fund if, in the opinion of a committee
appointed by the Board of Trustees, some other method (e.g., closing
over-the-counter bid prices in the case of debt instruments traded on an
exchange) would more accurately reflect the fair market value of such
securities.
Generally, the valuation of foreign and domestic equity securities, as well
as corporate bonds, U.S. government securities, money market instruments,
and repurchase agreements, is substantially completed each day at the close
of the NYSE.  The values of any such securities held by the fund are
determined as of such time for the purpose of computing the fund's net
asset value.  Foreign security prices are furnished by independent brokers
or quotation services which express the value of securities in their local
currency.  FSC gathers all exchange rates daily at the close of the NYSE
using the last quoted price on the local currency and then translates the
value of foreign securities from their local currency into U.S. dollars. 
Any changes in the value of forward contracts due to exchange rate
fluctuations and days to maturity are included in the calculation of net
asset value.  If an extraordinary event that is expected to materially
affect the value of a portfolio security occurs after the close of an
exchange on which that security is traded, then the security will be valued
as determined in good faith by a committee appointed by the Board of
Trustees.
PERFORMANCE
The fund may quote its performance in various ways.  All performance
information supplied by the fund in advertising is historical and is not
intended to indicate future returns.  The fund's share price, yield, and
total return fluctuate in response to market conditions and other factors,
and the value of fund shares when redeemed may be more or less than their
original cost.
YIELD CALCULATIONS.  Yields for the fund are computed by dividing the
fund's interest and dividend income for a given 30-day or one month period,
net of expenses, by the average number of shares entitled to receive
distributions during the period, dividing this figure by the fund's
offering price (   ex    cluding the 2% sales charge which is waived
   through     December 31, 1995) at the end of the period, and annualizing
the result (assuming compounding of income) in order to arrive at an annual
percentage rate.  Income is calculated for purposes of yield quotations in
accordance with standardized methods applicable to all stock and bond
funds.  Dividends from equity investments are treated as if they were
accrued on a daily basis, solely for the purposes of yield calculations. 
In general, interest income is reduced with respect to bonds trading at a
premium over their par value by subtracting a portion of the premium from
income on a daily basis, and is increased with respect to bonds trading at
a discount by adding a portion of the discount to daily income.     For the
fund's investments denominated in foreign currencies, income and expenses
are calculated first in their respective currencies, and are then converted
to U.S. dollars, either when they are actually converted over at the end of
the 30-day or one month period, whichever is earlier.      Capital gains
and losses generally are excluded from the calculation    as are gains and
losses from currency exchange-rate fluctuations    .         
Income calculated for purposes of determining the fund's yield differs from
income as determined for other accounting purposes.  Because of the
different accounting methods used, and because of the compounding assumed
in yield calculations, the    fund's     yield may    not equal its
distribution rate, the income paid to your acocunt,     or the income
reported in the fund's financial statements.
   In calculating the fund's yield, the fund may from time to time use a
portfolio security's coupon rate instead of its yield to maturity in order
to reflect the risk premium on that security.  This practice will have the
effect of reducing the fund's yield.  .        
   Yield information may be useful in reviewing the fund's performance and
in providing a basis for comparison with other investment alternatives. 
However, the fund's yield fluctuates, unlike investments that pay a fixed
interest rate over a stated period of time.  When comparing investment
alternatives, investors should also note the quality and maturity of the
portfolio securities of respective investment companies they have chosen to
consider    
   Investors should recognize that in periods of declining interest rates
the fund's yield will tend to be somewhat higher than prevailing market
rates, and in periods of rising interest rates the fund's yield will tend
to be somewhat lower.  Also, when interest rates are falling, the inflow of
net new money to the fund from the continuous sale of its shares will
likely be invested in instruments producing lower yields than the balance
of the fund's holdings, thereby reducing the fund's current yield.  In
periods of rising interest rates, the opposite can be expected to
occur.    
TOTAL RETURN CALCULATIONS.  Total returns quoted in advertising reflect all
aspects of the fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the fund's NAV over the
period.  Average annual    total     returns are calculated by determining
the growth or decline in value of a hypothetical historical investment in
the fund over a stated period, and then calculating the annually compounded
percentage rate that would have produced the same result if the rate of
growth or decline in value had been constant over the period.  For example,
a cumulative    total     return of 100% over ten years would produce an
average annual return of 7.18%, which is the steady annual rate of return
that would equal 100% growth on a compounded basis in ten years.  While
average annual returns are a convenient means of comparing investment
alternatives, investors should realize that the fund's performance is not
constant over time, but changes from year to year, and that average annual
returns represent averaged figures as opposed to the actual year-to-year
performance of the fund.
In addition to average annual    total     returns, the fund may quote
unaveraged or cumulative total returns reflecting the simple change in
value of an investment over a stated period.  Average annual and cumulative
total returns may be quoted as a percentage or as a dollar amount, and may
be calculated for a single investment, a series of investments, or a series
of redemptions, over any time period.  Total returns may be broken down
into their components of income and capital (including capital gains and
changes in share price) in order to illustrate the relationship of these
factors and their contributions to total return.  Total returns may be
quoted    on a before-tax or after-tax basis and may be quoted     with or
without taking the fund's 2%    maximum     sales charge into account.   
E    xcluding the fund's sales charge from a total return calculation
produces a higher total return figure.  Total returns, yields, and other
performance information may be quoted numerically or in a table, graph, or
similar illustration.
NET ASSET VALUE.  Charts and graphs using the fund's net asset values,
adjusted net asset values, and benchmark indices may be used to exhibit
performance.  An adjusted NAV includes any distributions paid by the fund
and reflects all elements of its return.  Unless otherwise indicated, the
fund's adjusted NAVs are not adjusted for sales charges, if any.
MOVING AVERAGES.  The fund may illustrate performance using moving
averages.  A long-term moving average is the average of each week's
adjusted closing NAV for a specified period.  A short-term moving average
is the average of each day's adjusted closing NAV for a specified period. 
Moving Average Activity Indicators combine adjusted closing NAVs from the
last business day of each week with moving averages for a specified period
to produce indicators showing when an NAV has crossed, stayed above, or
stayed below its moving average.  On July    29    , 199   4    , the
13-week and 39-week long-term moving averages were    _____%     and
   _____%    , respectively.
   HISTORICAL FUND RESULTS.  The following table shows the fund's total
returns for periods ended July 31, 1994.  Total return figures include the
effect of the fund's 2% sales charge.    
   Average Annual Total Returns          Cumulative Total Returns       
 
 
<TABLE>
<CAPTION>
<S>               <C>                 <C>                <C>               <C>                 <C>                
   One Year          Five Years          Ten Years          One Year          Five Years          Ten Years       
 
                                                                                                                  
 
</TABLE>
 
   The following table shows the income and capital elements of the fund's
cumulative total return.  The table compares the fund's return to the
record of the Standard & Poor's 500 Composite Stock Price Index
(S&P 500R), the Dow Jones Industrial Average (DJIA), and the cost of
living (measured by the Consumer Price Index, or CPI) over the same period. 
The CPI information is as of the month end closest to the initial
investment date for the fund.  The S&P 500 and the DJIA comparisons are
provided to show how the fund's total return compared to the record of a
broad average of common stock prices and a narrower set of stocks of major
industrial companies, respectively, over the same period.  The fund has the
ability to invest in securities not included in either index, and its
investment portfolio may or may not be similar in composition to the
indices.  Figures for the S&P 500 and DJIA are based on the prices of
unmanaged groups of stocks and, unlike the fund's returns, do not include
the effect of paying brokerage commissions and other costs of
investing.    
   During the ten-year period ended July 31, 1994, a hypothetical $10,000
investment in Fidelity Puritan Fund would have grown to $__________ after
deducting the fund's 2% sales charge (waived since January 1, 1993) and
assuming all distributions were reinvested.  This was a period of 
fluctuating interest rates, bond prices, and stock prices, and the figures
below should not be considered representative of the dividend income or
capital gain or loss that could be realized from an investment in the fund
today.    
 
<TABLE>
<CAPTION>
<S>                                                                                <C>                    
                                                      FIDELITY PURITAN  FUND                INDICES       
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>  <C>           <C>         <C>          <C>                   <C>            <C>               <C>           <C>              
                   Value of                                                                                                       
 
                   Initial      Value of     Value of                                                                             
 
                   $10,000      Reinvested   Reinvested              Total                                          Cost of       
 
      Year Ended   Investment   Dividends    Capital Gains           Value          S&P           DJIA          Living        
                                                                                                                500                 
                         
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>       <C>           <C>         <C>       <C>               <C>        <C>        <C>       <C>         
             1994                                                                                           
 
             1993                                                                                           
 
             1992                                                                                           
 
             1991                                                                                           
 
             1990                                                                                           
 
             1989                                                                                           
 
             1988                                                                                           
 
             1987                                                                                           
 
             1986                                                                                           
 
             1985                                                                                           
 
             1984                                                                                           
 
</TABLE>
 
   Explanatory Notes:  With an initial investment of $10,000 made on July
31, 1984, assuming the 2% sales charge had been in effect the net amount
invested in fund shares was $9,800.  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 $_______.  If distributions had not
been reinvested, the amount of distributions earned from the fund over time
would have been smaller, and the cash payments for the period would have
amounted to $______ for  dividends and $______ for capital gain
distributions.  Tax consequences of different investments have not been
factored into the above figures.    
   The yield for the S&P 500 for the year ended July 31, 1994 was
____%, calculated by dividing the dollar value of dividends paid by the
S&P 500 stocks during the period by the average value of the S&P
500 on July 31, 1994.  The S&P 500 yield is calculated differently from
the fund's yield.  For example,  the fund's yield calculation treats
dividends as accrued in anticipation of payment, rather than recording them
when paid.    
   The fund's performance may be compared to the performance of other
mutual funds in general, or to the performance of particular types of
mutual funds.   These comparisons may be expressed as mutual fund rankings
prepared by Lipper Analytical Services, Inc. (Lipper), an independent
service located in Summit, New Jersey that monitors the performance of
mutual funds.  Lipper generally ranks funds on the basis of total return,
assuming reinvestment of distributions, but does not take sales charges or
redemption fees into consideration, and is prepared without regard to tax
consequences.  In addition to the mutual fund rankings, the fund's
performance may be compared to stock, bond, and money market mutual fund
performance indices prepared by Lipper or other organizations.  When
comparing these indices, it is important to remember the risk and return
characteristics of each type of investment.  For example, while stock
mutual funds may offer higher potential returns, they also carry the
highest degree of share price volatility.  Likewise, money market funds may
offer greater stability of principal, but generally do not offer the higher
potential returns from stock mutual funds.    
From time to time, the fund's performance    may also     be compared to
other mutual funds tracked by financial or business publications and
periodicals.  For example, the fund may quote Morningstar, Inc. in its
advertising materials.  Morningstar, Inc. is a mutual fund rating service
that rates mutual funds on the basis of risk-adjusted performance. 
Rankings that compare the performance of Fidelity funds to one another in
appropriate categories over specific periods of time may also be quoted in
advertising.
   The fund may be compared in advertising to Certificates of Deposit (CDs)
or other investments issued by banks or other depository institutions.
Mutual funds differ from bank investments in several respects. For example,
the fund may offer greater liquidity or higher potential returns than CDs,
the fund does not guarantee your principal or your return, and fund shares
are not FDIC insured.    
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies.     Such
information may include information about current economic, market, and
political conditions; materials that describe     general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting;  questionnaire   s     designed to help create a personal
financial profile;     worksheets used to project savings needs based on
assumed rates of inflation and hypothetical rates of return;     and action
plan   s     offering investment alternatives.  Materials may also include
discussions of Fidelity's asset allocation funds    and other Fidelity
funds, products, and services    .
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets.  The performance of these capital markets is based
on the returns of different indices.  
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios.  Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets.  The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds.  Ibbotson calculates total returns in the same method as the funds. 
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future. 
In advertising materials, Fidelity may reference or discuss its products
and services, which may include: other Fidelity funds; retirement
investing; brokerage products and services; the effects of    periodic
investment plans and     dollar-cost averaging   ;     saving for
college    or other goods    ; charitable giving; and the Fidelity credit
card.  In addition, Fidelity may quote    or reprint     financial or
business publications and periodicals, including model portfolios or
allocations, as they relate to    current economic and political
conditions,     fund management   , portfolio composition,     investment
philosophy,  investment techniques   , the desirability of owning a
particular mutual fund, and Fidelity services and products    .    
Fidelity may also reprint, and use as advertising and sales literature,
articles from Fidelity Focus, a quarterly magazine provided free of charge
to Fidelity fund shareholders.    
The fund may    present     its fund number, Quotron   (trademark)    
   the     number,    and     CUSIP number, and    discuss or quote its
    current portfolio manager.
VOLATILITY.  The fund may quote various measures of volatility and
benchmark correlation in advertising.  In addition, the fund may compare
these measures to those of other funds.  Measures of volatility seek to
compare the fund's historical share price fluctuations or total returns to
those of a benchmark.  Measures of benchmark correlation indicate how valid
a comparative benchmark may be.  All measures of volatility and correlation
are calculated using averages of historical data.     In advertising, the
fund may also discuss or illustrate examples of interest rate
sensitivity.    
MOMENTUM INDICATORS  indicate the fund's price movements over specific
periods of time.  Each point on the momentum indicator represents the
fund's percentage change in price movements over that period.
The fund may advertise examples of the effects of periodic investment
plans, including the principle of dollar cost averaging.  In such a
program, an investor invests a fixed dollar amount in a fund at periodic
intervals, thereby purchasing fewer shares when prices are high and more
shares when prices are low.  While such a strategy does not assure a profit
or guard against loss in a declining market, the investor's average cost
per share can be lower than if fixed numbers of shares are purchased at the
same intervals.  In evaluating such a plan, investors should consider their
ability to continue purchasing shares    during     periods of low price
levels.
The fund may be available for purchase through retirement plans or other
programs offering deferral of   ,     or exemption from   ,     income
taxes, which may produce superior after   -    tax returns over time.  For
example, a $1,000 investment earning a taxable return of 10% annually would
have an after-tax value of $   1,949     after ten years, assuming tax was
deducted from the return each year at a    31    % rate.  An equivalent
tax-deferred investment would have an after-tax value of $2,1   00    
after ten years, assuming tax was deducted at a    31    % rate from the   
tax-    deferred earnings at the end of the ten year period.
   As of July 31, 1994, FMR advised over $_________ billion in tax-free
assets, $_________ billion in money market fund assets, $__________ billion
in equity fund assets, $_____________ billion in international fund assets,
and $___________ billion in Spartan fund assets.  The fund may reference
the growth and variety of money market mutual funds and the adviser's
innovation and participation in the industry.  The equity funds under
management figure represents the largest amount of equity fund assets under
management by a mutual fund investment adviser in the United States, making
FMR America's leading equity (stock) fund manager.  FMR, its subsidiaries,
and affiliates maintain a worldwide information and communications network
for the purpose of researching and managing investments abroad, with over
_______ employees in over _______ foreign countries.    
   The fund may be advertised as an investment choice under the Fidelity
College Savings Plan or the Fidelity Investor Card mutual fund option.
Advertising may contain illustrations of projected future college costs
based on assumed rates of inflation and examples of hypothetical
performance. Advertising for the Fidelity College Savings Plan mutual fund
option may be used in conjunction with advertising for the Fidelity College
Savings Plan brokerage option, a product offered through Fidelity Brokerage
Services, Inc. The Fidelity Investor Card is a product offered through
Fidelity Trust Company.    
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
    Pursuant  to     Rule 22d-1 under the Investment Company Act of 1940
(the 1940 Act), FDC exercises its right to waive the fund's
   front-end     sales charge on shares acquired through reinvestment of
dividends and capital gain distributions or in connection with the fund's
merger with or acquisition of any investment company or trust.     In
addition, FDC has chosen to waive the funds sales charge in certain
instances because of efficiencies involved in those sales of shares.  The
fund's 2% sales charge is currently being waived through December 31, 1995. 
The sales charge will not apply:    
   (1) to shares purchased in connection with an employee benefit plan
(including the Fidelity-sponsored 403(b) and corporate IRA programs but
otherwise as defined in the Employee Retirement Income Security Act)
maintained by a U.S. employer and having more than 200 eligible employees,
or a minimum of $3,000,000 in assets invested in Fidelity mutual funds, or
as part of an employee benefit plan maintained by a U.S. employer that is a
member of a parent-subsidiary group of corporations (within the meaning of
Section 1563(a)(1) of the Internal Revenue Code, with "50%" substituted for
"80%") any member of which maintains an employee benefit plan having more
than 200 eligible employees or a minimum of $3,000,000 in plan assets
invested in Fidelity mutual funds, or as part of an employee benefit plan
maintained by a non-U.S. employer having 200 or more eligible employees, or
a minimum of $3,000,000 in assets invested in Fidelity mutual funds, the
assets of which are held in a bona fide trust for the exclusive benefit of
employees participating therein;    
    (2) to shares purchased by an insurance company separate account used
to fund annuity contracts purchased by employee benefit plans (including
403(b) programs, but otherwise as defined in the Employee Retirement Income
Security Act), which, in the aggregate, have either more than 200 eligible
employees or a minimum of $3,000,000 in assets invested in Fidelity funds;
    
    (3) to shares in a Fidelity IRA account purchased (including purchases
by exchange) with the proceeds of a distribution from an employee benefit
plan provided that:  (i) at the time of the distribution, the employer, or
an affiliate (as described in exemption (1) above) of such employer,
maintained at least one employee benefit plan that qualified for exemption
(1) and that had at least some portion of its assets invested in one or
more mutual funds advised by FMR, or in one or more accounts or pools
advised by Fidelity Management Trust Company; and (ii) the distribution is
transferred from the plan to a Fidelity Rollover IRA account within 60 days
from the date of the distribution;     
   (4) to shares purchased by a charitable organization (as defined in
Section 501(c)(3) of the Internal Revenue Code) investing $100,000 or more;
    
    (5) to shares purchased for a charitable remainder trust or life income
pool established for the benefit of a charitable organization (as defined
by Section 501(c)(3) of the Internal Revenue Code);     
   (6) to shares purchased by an investor participating in the Fidelity
Trust Portfolios program (these investors must make initial investments of
$100,000 or more in the Trust Portfolios funds and must, during the initial
six-month period, reach and maintain an aggregate balance of at least
$500,000 in all accounts and subaccounts purchased through the Trust
Portfolios program);     
    (7) to shares purchased through Portfolio Advisory Services;    
    (8)  to shares purchased by a current or former Trustee or officer of a
Fidelity fund or a current or retired officer, director, or regular
employee of FMR Corp. or its direct or indirect subsidiaries (a Fidelity
Trustee or employee), the spouse of a Fidelity Trustee or employee, a
Fidelity Trustee or employee acting as custodian for a minor child, or a
person acting as trustee of a trust for the sole benefit of the minor child
of a Fidelity Trustee or employee;     
     (9) to shares purchased by  a bank trust officer, registered
representative, or other employee of a qualified recipient.  Qualified
recipients are securities dealers or other entities, including banks and
other financial institutions, who have sold the fund's shares under special
arrangements in connection with FDC's sales activities;     
    (10) to shares purchased in a Uniform Gifts to Minors/Uniform Transfers
to Minors account;     
   (11) to shares purchased as part of a payroll deduction program
(including shares purchased in an amount not greater than $5,000 by
participants in the program within three months of the commencement of
their participation in the program from sources other than payroll
deduction) through an employer who has entered into a Fidelity payroll
deduction load waiver agreement and who (i) is a member of the Fidelity
Retirement Client Advisory Group and maintains an employee benefit plan
that either qualifies for exemption (1) above or is in the CORPORATEplan
for Retirement Program and has at least some of its plan assets in
Fidelity-managed products, or (ii) is a member of the Fidelity Retail
Advisory Group and has more than 500 employees;     
    (12) to shares purchased by contributions and exchanges to the
following prototype or prototype-like retirement plans sponsored by FMR
Corp. or FMR and that are marketed and distributed directly to plan
sponsors or participants without any intervention or assistance from any
intermediary distribution channel: The Fidelity IRA, The Fidelity Rollover
IRA, The Fidelity SEP-IRA and SARSEP, The Fidelity Retirement Plan,
Fidelity Defined Benefit Plan, The Fidelity Group IRA, The Fidelity 403(b)
Program, The Fidelity Investments 401(a) Prototype Plan for Tax-Exempt
Employers, and The CORPORATEplan for Retirement (Profit Sharing and Money
Purchase Plan);    
   (13) to shares purchased as part of a pension or profit-sharing plan as
defined in Section 401(a) of the Internal Revenue Code that maintains all
of its mutual fund assets in Fidelity mutual funds, provided the plan
executes a Fidelity non-prototype sales charge waiver request form
confirming its qualification;     
     (14)  to shares purchased by a registered investment adviser (RIA)
purchasing for his or her  discretionary accounts, provided he or she
executes a Fidelity RIA load waiver agreement which specifies certain
aggregate minimum and operating provisions. This waiver is available only
for shares purchased directly from Fidelity, without a broker, unless
purchased through a brokerage firm which is a correspondent of National
Financial Services Corporation (NFSC). The waiver is unavailable, however,
if the RIA is part of an organization principally engaged in the brokerage
business, unless the brokerage firm in the organization is an NFSC
correspondent; or    
      (15)  to shares purchased by a trust institution or bank trust
department for its non-discretionary, non-retirement fiduciary accounts,
provided it executes a Fidelity Trust load waiver agreement which specifies
certain aggregate minimum and operating provisions. This waiver is
available only for shares purchased either directly from Fidelity or
through a bank-affiliated broker, and is unavailable if the trust
department or institution is part of an organization not principally
engaged in banking or trust activities.    
   The fund's sales charge may be reduced to reflect sales charges
previously paid in connection with investments in other Fidelity funds.
    
The fund is open for business and its net asset value per share (NAV) is
calculated on each day the New York Stock Exchange (NYSE) is open for
trading.  The NYSE has designated the following holiday closings for
199   4    : Washington's Birthday (observed), Good Friday, Memorial Day
(observed), Independence Day, Labor Day, Thanksgiving Day, and Christmas
Day (observed).  Although FMR expects the same holiday schedule   , with
the addition of New Year's Day,     to be observed in the future, the NYSE
may modify its holiday schedule at any time.
FSC normally determines the fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time).  However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the SEC.  To the
extent that portfolio securities are traded in other markets on days when
the NYSE is closed, the fund's NAV may be affected on days when investors
do not have access to the fund to purchase or redeem shares.     In
addition, trading in some of the fund's portoflio securities may not occur
on days when the fund is open for business.    
If the Trustees determine that existing conditions make cash payment   s
    undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing the fund's NAV.  Shareholders receiving securities or other
property on redemption may realize either a gain or loss for tax purposes,
and will incur any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the    Investment Company Act of     1940   
(the Act)    , the fund is required to give shareholders at least 60-days'
notice prior to terminating or modifying its exchange privilege.  Under
the        Rule, the 60-day notification requirement may be waived if (i)
the only effect of a modification would be to reduce or eliminate an
administrative fee, redemption fee, or deferred sales charge ordinarily
payable at the time of exchange, or (ii) the fund suspends the redemption
of the shares to be exchanged as permitted under the 1940 Act or     the
rules and regulations thereunder    , or the fund to be acquired suspends
the sale of its shares because it is unable to invest amounts effectively
in accordance with its investment objective and policies.
In the Prospectus, the fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS.  If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV.  All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS.  A portion of the fund's income may qualify for the
dividends-received deduction available to corporate shareholders to the
extent that the fund's income is derived from qualifying dividends. 
Because the fund may earn other types of income, such as interest income
from securities loans, non-qualifying dividends, and short-term capital
gains, the percentage of dividends from the fund that qualify for the
deduction generally will be less than 100%.  The fund will notify corporate
shareholders annually of the percentage of Fund dividends that qualifies
for the dividends-received deduction.  A portion of the fund's dividends
derived from certain U.S. government obligations may be exempt from state
and local taxation.  Gains (losses) attributable to foreign currency
fluctuations are generally taxable as ordinary income, and therefore will
increase (decrease) dividend distributions.  The fund will send each
shareholder a notice in January describing the tax status of dividends and
capital gains distributions for the prior year.
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 long-term
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 long-term 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.  Distributions from
short-term capital gains do not qualify for the dividends-received
deduction.
FOREIGN TAXES.  Foreign governments may withhold taxes on dividends or
interest paid with respect to foreign securities.  Because the fund does
not currently anticipate that securities of foreign corporations will
constitute more than 50% of its total assets at the end of its fiscal year,
shareholders should not expect to claim a foreign tax credit or deduction
on their federal income tax returns with respect to foreign taxes withheld.
TAX STATUS OF THE FUND.  The fund has qualified and intends to continue to
qualify each year as a "regulated investment company" for tax purposes so
that it will not be liable for federal tax on income and capital gains
distributed to shareholders.  In order to qualify as a regulated investment
company and avoid being subject to federal income or excises taxes, the
fund intends to distribute substantially all of its net investment income
and realized capital gains within each calendar year as well as on a fiscal
year basis.  The fund also intends to comply with other tax rules
applicable to regulated investment companies, including a requirement that
capital gains from the sale of securities held less than three months
constitute less than 30% of the fund's gross income for each fiscal year. 
Gains from some forward currency contracts, futures contracts, and options
are included in this 30% calculation, which may limit the fund's
investments in such instruments.
The fund is treated as a separate entity from the    other Funds     of
Fidelity Puritan Trust for tax purposes.
OTHER TAX INFORMATION.  The information above is only a summary of some of
the tax consequences generally affecting the fund and its shareholders, and
no attempt has been made to discuss individual tax consequences.  In
addition to federal income taxes, shareholders may be subject to state and
local taxes on distributions received from the fund.  Investors should
consult their tax advisors to determine whether the fund is suitable to
their particular tax situation.
If the fund purchases shares in certain foreign investment entities,
defined as passive foreign investment companies (PFICs) in the Internal
Revenue Code, it may be subject to U.S. federal income tax on a portion of
any excess distribution or gain from the disposition of such shares. 
Interest charges may also be imposed on the fund with respect to deferred
taxes arising from such distributions or gains.
FMR
FMR is a wholly owned subsidiary of FMR Corp., a parent company organized
in 1972.  At present, the principal operating activities of FMR Corp. are
those conducted by three of its divisions as follows: FSC which is the
transfer and shareholder servicing agent for certain of the funds advised
by FMR; Fidelity Investments Institutional Operations Company, which
performs shareholder servicing functions for certain institutional
customers; and Fidelity Investments Retail Marketing Company, which
provides marketing services to various companies within the Fidelity
organization.
Several affiliates of FMR are also engaged in the investment advisory
business.  Fidelity Management Trust Company provides trustee, investment
advisory and administrative services to retirement plans and corporate
employee benefit accounts.  FMR U.K. and FMR Far East, both wholly owned
subsidiaries of FMR formed in 1986, supply investment research, and may
supply portfolio management services, to FMR in connection with certain
funds advised by FMR.  Analysts employed by FMR, FMR U.K., and FMR Far East
research and visit thousands of domestic and foreign companies each year. 
FMR Texas Inc., a wholly owned subsidiary of FMR formed in 1989, supplies
portfolio management and research services in connection with certain money
market funds advised by FMR.
 
TRUSTEES AND OFFICERS
The Trustees and executive officers of the Trust are listed below.  Except
as indicated, each individual has held the office or other offices in the
same company for the last five years.  All persons named as Trustees and
officers also serve in similar capacities for other funds advised by FMR. 
Unless otherwise noted, the business address of each Trustee and officer is
82 Devonshire Street, Boston, Massachusetts 02109, which is also the
address of FMR.  Those Trustees who are "interested persons" (as defined in
the Investment Company Act of 1940) by virtue of their affiliation with
either the Trust or FMR, are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d, Tr ustee and President, is Chairman, Chief Executive
Officer and a Director of FMR Corp.; a Director and Chairman of the Board
and of the Executive Committee of FMR; Chairman and a Director of FMR Texas
Inc. (1989), Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD, Trustee and Senior Vice President, is President of FMR;
and President and a Director of FMR Texas Inc. (1989), Fidelity Management
& Research (U.K.) Inc., and Fidelity Management & Research (Far
East) Inc.
RALPH F. COX, 200 Rivercrest Drive, Fort Worth, TX, Trustee (1991), is a
consultant to Western Mining Corporation (1994). Prior to February 1994, he
was President of Greenhill Petroleum Corporation (petroleum exploration and
production, 1990).  Until March 1990, Mr. Cox was President and Chief
Operating Officer of Union Pacific Resources Company (exploration and
production).  He is a Director of Sanifill Corporation (non-hazardous
waste, 1993) and CH2M Hill Companies (engineering).  In addition, he served
on the Board of Directors of the Norton Company (manufacturer of industrial
devices, 1983-1990) and continues to serve on the Board of Directors of the
Texas State Chamber of Commerce, and is a member of advisory boards of
Texas A&M University and the University of Texas at Austin.
PHYLLIS BURKE DAVIS, P.O. Box 264, Bridgehampton, NY, Trustee (1992). 
Prior to her retirement in September 1991, Mrs. Davis was the Senior Vice
President of Corporate Affairs of Avon Products, Inc.  She is currently a
Director of BellSouth Corporation (telecommunications), Eaton Corporation
(manufacturing, 1991), and the TJX Companies, Inc. (retail stores, 1990),
and previously served as a Director of Hallmark Cards, Inc. (1985-1991) and
Nabisco Brands, Inc.  In addition, she serves as a Director of the New York
City Chapter of the National Multiple Sclerosis Society, and is a member of
the Advisory Council of the International Executive Service Corps. and the
President's Advisory Council of The University of Vermont School of
Business Administration.
RICHARD J. FLYNN, 77 Fiske Hill, Sturbridge, MA, Trustee, is a financial
consultant.  Prior to September 1986, Mr. Flynn was Vice Chairman and a
Director of the Norton Company (manufacturer of industrial devices).  He is
currently a Director of Mechanics Bank and a Trustee of College of the Holy
Cross and Old Sturbridge Village, Inc.
E. BRADLEY JONES, 3881-2 Lander Road, Chagrin Falls, OH, Trustee (1990). 
Prior to his retirement in 1984, Mr. Jones was Chairman and Chief Executive
Officer of LTV Steel Company.  Prior to May 1990, he was Director of
National City Corporation (a bank holding company) and National City Bank
of Cleveland.  He is a Director of TRW Inc. (original equipment and
replacement products), Cleveland   -    Cliffs Inc (mining), NACCO
Industries, Inc. (mining and marketing), Consolidated Rail Corporation,
Birmingham Steel Corporation, Hyster-Yale Materials Handling, Inc. (1989),
and RPM, Inc. (manufacturer of chemical products, 1990).  In addition, he
serves as a Trustee of First Union Real Estate Investments, Chairman of the
Board of Trustees and a member of the Executive Committee of the Cleveland
Clinic Foundation, a Trustee and a member of the Executive Committee of
University School (Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK, 680 Steamboat Road, Apartment #1   -    North, Greenwich,
CT, Trustee, is a Professor at Columbia University Graduate School of
Business and a financial consultant.  Prior to 1987, he was Chairman of the
Financial Accounting Standards Board.  Mr. Kirk is a Director of General Re
Corporation (reinsurance) and Valuation Research Corp. (appraisals and
valuations, 1993). In addition, he serves as Vice Chairman of the Board of
Directors of the National Arts Stabilization Fund and Vice Chairman of the
Board of Trustees of the Greenwich Hospital Association.
*PETER S. LYNCH, Trustee (1990) is Vice Chairman of FMR (1992).  Prior to
his retirement on May 31, 1990, he was a Director of FMR (1989) and
Executive Vice President of FMR (a position he held until March 31, 1991);
Vice President of Fidelity Magellan Fund and FMR Growth Group Leader; and
Managing Director of FMR Corp.  Mr. Lynch was also Vice President of
Fidelity Investments Corporate Services (1991-1992).  He is a Director of
W.R. Grace & Co. (chemicals, 1989) and Morrison Knudsen Corporation
(engineering and construction).  In addition, he serves as a Trustee of
Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield
(1989) and Society for the Preservation of New England Antiquities, and as
an Overseer of the Museum of Fine Arts of Boston (1990).
GERALD C. McDONOUGH, 135 Aspenwood Drive, Cleveland, OH, Trustee (1989), is
Chairman of G.M. Management Group (strategic advisory services).  Prior to
his retirement in July 1988, he was Chairman and Chief Executive Officer of
Leaseway Transportation Corp. (physical distribution services). Mr.
McDonough is a Director of ACME-Cleveland Corp. (metal working,
telecommunications and electronic products), Brush-Wellman Inc. (metal
refining), York International Corp. (air conditioning and refrigeration,
1989), Commercial Intertech Corp. (water treatment equipment, 1992), and
Associated Estates Realty Corporation (a real estate investment trust,
1993). 
EDWARD H. MALONE, 5601 Turtle Bay Drive #2104, Naples, FL, Trustee.  Prior
to his retirement in 1985, Mr. Malone was Chairman, General Electric
Investment Corporation and a Vice President of General Electric Company. 
He is a Director of Allegheny Power Systems, Inc. (electric utility),
General Re Corporation (reinsurance) and Mattel Inc. (toy manufacturer). In
addition, he serves as a Trustee of Corporate Property Investors, the EPS
Foundation at Trinity College, the Naples Philharmonic Center for the Arts,
and Rensselaer Polytechnic Institute, and he is a member of the Advisory
Boards of Butler Capital Corporation Funds and Warburg, Pincus Partnership
Funds.
MARVIN L. MANN, 55 Railroad Avenue, Greenwich, CT, Trustee (1993) is
Chairman of the Board, President, and Chief Executive Officer of Lexmark
International, Inc. (office machines, 1991).  Prior to 1991, he held the
positions of Vice President of International Business Machines Corporation
("IBM") and President and General Manager of various IBM divisions and
subsidiaries.  Mr. Mann is a Director of M.A. Hanna Company (chemicals,
1993) and Infomart (marketing services, 1991), a Trammell Crow Co.  In
addition, he serves as the Campaign Vice Chairman of the Tri-State United
Way (1993) and is a member of the University of Alabama President's Cabinet
(1990).
THOMAS R. WILLIAMS, 21st Floor, 191 Peachtree Street, N.E., Atlanta, GA,
Trustee, is President of The Wales Group, Inc. (management and financial
advisory services).  Prior to retiring in 1987, Mr. Williams served as
Chairman of the Board of First Wachovia Corporation (bank holding company),
and Chairman and Chief Executive Officer of The First National Bank of
Atlanta and First Atlanta Corporation (bank holding company).  He is
currently a Director of BellSouth Corporation (telecommunications),
ConAgra, Inc. (agricultural products), Fisher Business Systems, Inc.
(computer software), Georgia Power Company (electric utility), Gerber Alley
& Associates, Inc. (computer software), National Life Insurance Company
of Vermont, American Software, Inc. (1989), and AppleSouth, Inc.
(restaurants, 1992).
GARY L. FRENCH, Treasurer (1991).  Prior to becoming Treasurer of the
Fidelity funds, Mr. French was Senior Vice President, Fund Accounting
   -     Fidelity Accounting & Custody Services Co. (1991); Vice
President, Fund Accounting - Fidelity Accounting & Custody Services Co.
(1990); and Senior Vice President, Chief Financial and Operations Officer -
Huntington Advisers, Inc. (1985   -    1990).
ARTHUR S. LORING, Secretary, is Senior Vice President and General Counsel
of FMR, Vice President-Legal of FMR Corp., and Vice President and Clerk of
FDC.
ROBERT H. MORRISON, Manager, Security Transactions, is an employee of FMR.
RICHARD B. FENTIN, is Vice President of the fund (1987) and an employee of
FMR.
Under a retirement program that became effective on November 1, 1989,
Trustees, upon reaching age 72, become eligible to participate in a defined
benefit retirement program under which they receive payments during their
lifetime from the fund based on their  basic trustee fees and length of
service.  Currently, Messrs. Robert L. Johnson, William R. Spaulding,
Bertram H. Witham, and David L. Yunich participate in the program. 
As of July 31, 199   4     the Trustees and officers of the fund owned, in
the aggregate, less than    _____    % of the fund's outstanding shares.
MANAGEMENT CONTRACT
The fund employs FMR to furnish investment advisory and other services. 
Under its management contract with the fund, FMR acts as investment adviser
and, subject to the supervision of the Board of Trustees, directs the
investments of the fund in accordance with its investment objective,
policies, and limitations.  FMR also provides the fund with all necessary
office facilities and personnel for servicing the fund's investments, and
compensates all officers of the trust, all Trustees who are "interested
persons" of the trust or FMR, and all personnel of the trust or FMR
performing services relating to research, statistical, and investment
activities.
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provide the management and administrative services necessary
for the operation of the fund.  These services include providing facilities
for maintaining the fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with the fund; preparing all general shareholder
communications and conducting shareholder relations; maintaining the fund's
records and the registration of the fund's shares under federal and state
law; developing management and shareholder services for the fund, and
furnishing reports, evaluations, and analyses on a variety of subjects to
the Board of Trustees.
In addition to the management fee payable to FMR and the fees payable to
FSC, the fund pays all its expenses, without limitation, that are not
assumed by those parties.  The fund pays for the typesetting, printing, and
mailing of proxy material to shareholders, legal expenses, and the fees of
the custodian, auditor, and non-interested Trustees.  Although the fund's
current management contract provides that the fund will pay for
typesetting, printing, and mailing of prospectuses, statements of
additional information, notices, and reports to existing shareholders, the
trust entered into a revised transfer agent agreement with FSC, pursuant to
which FSC bears the cost of providing these services to existing
shareholders.  Other expenses paid by the fund include interest, taxes,
brokerage commissions, the fund's proportionate share of insurance premiums
and Investment Company Institute dues, and the costs of registering shares
under federal and state securities laws.  The fund is also liable for such
nonrecurring expenses as may arise, including costs of any litigation to
which the fund may be a party, and any obligation it may have to indemnify
the trust's officers and Trustees with respect to litigation.
FMR is the fund's manager pursuant to a management contract dated    August
1, 1994     which was approved by shareholders on    July 13, 1994    .  
For the services of FMR under the contract, the fund pays FMR a monthly
management fee composed of the sum of two elements: a group fee rate and an
individual fund fee rate.
The group fee rate is based on the monthly average net assets of all of the
registered investment companies with which FMR has management contracts and
is calculated on a cumulative basis pursuant to the graduated    fee    
schedule shown on the left    of the following table    .  On the right,
the effective fee rate schedule    shows     the results of cumulatively
applying the annualized rates at varying asset levels.   For example, the
effective annual fee rate at $____ billion of group net assets -- their
approximate level for July 1994 -- was ________%, which is the weighted
average of the respective fee rates for each level of group net assets up
to that level.
                   GROUP FEE RATE SCHEDULE                                 
         EFFECTIVE ANNUAL FEE RATES
 Average Group   
       Annualized   Group Net    Effective Annual Fee   
       Assets            Rate          Assets      Rate                   
 
0 - $ 3 billion             .520%    $ 0.5 billion   .5200%   
 
3 -    6                    .490         25          .4238    
 
6 -    9                    .460         50          .3823    
 
9 -    12                   .430         75          .3626    
 
12 -   15                   .400        100          .3512    
 
15 -   18                   .385        125          .3430    
 
18 -   21                   .370        150          .3371    
 
21 -   24                   .360        175          .3325    
 
24 -   30                   .350        200          .3284    
 
30 -   36                   .345        225          .3253    
 
36 -   42                   .340        250          .3223    
 
42 -   48                   .335        275          .3198    
 
48 -   66                   .325        300          .3175    
 
66 -   84                   .320        325          .3153    
 
84 -   102                  .315        350          .3133    
 
102 -   138                 .310                              
 
138 -   174                 .305                              
 
   174 -   228              .300                              
 
   228 -   282              .295                              
 
   282 -   336              .290                              
 
            over 336        .285                              
 
The individual fund fee rate is .20%.  Based on the average net assets of
the funds advised by FMR for July 1994, the annual management fee rate
would be calculated as follows:
 
       Group Fee Rate   Individual Fund Fee Rate   Management Fee Rate   
 
        %   +   .20%   =      %       
 
One twelfth (1/12) of this annual management fee rate is then applied to
the fund's average net assets for the current month, giving a dollar amount
which is the fee for that month.
The schedule shown above was voluntarily adopted by FMR on    November 1,
1993 until shareholders could meet to approve the current contract.     
Prior to November 1, 1993, the fund's group fee rate was based on a
schedule with break points ending at .   300    % for average group assets
in excess of $   174     billion    which was voluntarily adopted by FMR on
January 1, 1992    .     Prior to January 1, 1992, the fund's group fee
rate was based on a schedule ending at .310% for group assets in excess of
$102 billion.  With the exception of changing the group fee rate
scheduling, the terms of the current are identical to those of the prior
contract, which was dated January 1, 1993.  The shareholder approved
January 1, 1993 contract increased the fund's individual fund fee rate to
.20% from .04%.    
During the fiscal years ended July 31, 199   4    , 199   3    , and
199   2    , FMR received $   _________    , $   _________    , and
$   __________    , respectively, for its services as investment adviser to
the fund.  These fees were equivalent to    ___    %,    ___    %, and
   ___    %, respectively, of the average net assets of the fund for each
of those years.  The fees for part of fiscal 199   4     reflect FMR's
voluntary implementation of the current group fee rate schedule as of
   November 1, 1993    .  If voluntary implementation had not been in
effect, the fees would have been higher.
To comply with the California Code of Regulations, FMR will reimburse the
fund if, and to the extent that the fund's aggregate annual operating
expenses exceed specified percentages of its average net assets.  The
applicable percentages are 2 1/2% of the first $30 million, 2% of the next
$70 million, and 1 1/2% of average net assets in excess of $100 million. 
When calculating the fund's expenses for purposes of this regulation, the
fund may exclude interest, taxes, brokerage commissions, and extraordinary
expenses, as well as a portion of its custodian fees attributable to
investments in foreign securities.
   SUB-ADVISERS.  FMR has entered into sub-advisory agreements with FMR
U.K. and FMR Far East.  Pursuant to the sub-advisory agreements, FMR may
receive investment advice and research services outside the United States
from the sub-advisers.  Effective August 1, 1994,     FMR may also grant
the sub-advisers investment management authority as well as the authority
to buy and sell securities if FMR believes it would be beneficial to the
fund.
   Currently, FMR U.K. and FMR Far East each focus on issuers in countries
other than the United States such as those in Europe, Asia, and the Pacific
Basin.     
   FMR U.K. and FMR Far East are wholly owned subsidiaries of FMR.  Under
the sub-advisory agreements FMR pays the fees of FMR U.K. and FMR Far East.
For providing non-discretionary investment advice and research services,
FMR pays FMR U.K. and FMR Far East fees equal to 110% and 105%,
respectively, of FMR U.K.'s and FMR Far East's costs incurred in connection
with providing investment advice and research services.    
   For providing discretionary investment management and executing
portfolio transactions,  FMR pays FMR U.K. and FMR Far East a fee equal to
50% of its monthly management fee with respect to the fund's average net
assets managed by the sub-adviser on a discretionary basis.     
   For providing investment advice and research services, the fees paid to
the sub-advisers for fiscal 1994, 1993, and 1992 were as follows:      
   Fiscal year          FMR U.K.          FMR Far East       
 
   1994                 $                 $                  
 
   1993                 $                 $                  
 
   1992                 $                 $                  
 
CONTRACTS WITH COMPANIES AFFILIATED WITH FMR
FSC is transfer, dividend disbursing, and shareholders' servicing agent for
the fund.  Under the trust   's     contract with FSC, the fund pays an
annual fee of $   26.03     per basic retail account with a balance of
$5,000 or more, $   15.31     basic retail account with a balance of less
than $5,000, and a supplemental activity charge of $   2.25     for
   standing order transactions and $6.11 for other     monetary
transactions.  These fees and charges are subject to annual cost escalation
based on postal rate changes and changes in wage and price levels as
measured by    t    he National Consumer Price Index for Urban Areas. With
respect to certain institutional client master accounts, the fund pays FSC
a per-account fee of $   95.00    , and monetary transaction charges of
$   20.00     or $   17.50,     depending on the nature of services
provided.  With respect to certain broker-dealer master accounts, the fund
pays FSC a per-account fee of $   30.00    , and a charge of $   6.00    
for monetary transactions.  Fees for certain institutional retirement plan
accounts are based on the net assets of all such accounts in the fund.
Under the contract, FSC pays out-of-pocket expenses associated with
providing transfer agent services.  In addition, FSC bears the expense of
typesetting, printing, and mailing of prospectuses, statements of
additional information, and all other reports, notices, and statements to
shareholders, with the exception of proxy statements.    Transfer agent
fees, including reimbursement for out-of-pocket expenses, paid to FSC for
the fiscal years ended July 31, 1994, 1993, and 1992 were $________,
$________, and $_______, respectively.    
The trust's contract with FSC also provides that FSC will perform the
calculations necessary to determine the fund's net asset value per share
and dividends and maintain the fund's accounting records.  Prior to July 1,
1991, the annual fee for these pricing and bookkeeping services was based
on two schedules, one pertaining to the fund's average net assets, and one
pertaining to the type and number of transactions the fund made.  The fee
rates in effect as of July 1, 1991 are based on the fund's average net
assets, specifically,    .06    % for the first $500 million of average net
assets and    .03    % for average net assets in excess of $500 million. 
The fee is limited to a minimum of $45,000 and a maximum of $750,000 per
year.  Pricing and bookkeeping fees, including related out-of-pocket
expenses, paid to FSC for fiscal 199   4    , 199   3    , and 199   2    
were $   _________    , $   ________    , and $   ________    ,
respectively.
FSC also receives fees for administering the fund's securities lending
program.  Securities lending fees are based on the number and duration of
individual securities loans. Securities lending fees for fiscal 199   4,
1993,     and 199   2     were $   _____, $_____,     and $   _____    ,
respectively.
The fund has a distribution agreement with FDC, a Massachusetts corporation
organized July 18, 1960.  FDC is a broker-dealer registered under the
Securities Exchange Act of 1934 and is a member of the National Association
of Securities Dealers, Inc.  The distribution agreement calls for FDC to
use all reasonable efforts, consistent with its other business, to secure
purchasers for shares of the fund, which are continuously offered. 
Promotional and administrative expenses in connection with the offer and
sale of shares are paid by FDC.  Sales charge revenue paid to FDC for
fiscal 199   4    , 199   3    , and 199   2     amounted to
$   _________    , $   ________    , and $   _________    , respectively.
DESCRIPTION OF THE TRUST
Fidelity Puritan Fund is a    fund     of Fidelity Puritan Trust,    an
open-end management  investment company     which was originally organized
as a Delaware corporation and is currently organized as a Massachusetts
business trust.  The original Delaware corporation was organized on
December 12, 1946 and commenced operations January 17, 1947.  On October
15, 1954 the trust's domicile was changed to Massachusetts, and on October
1, 1984 the trust was reorganized as a Massachusetts business trust, at
which time its name was changed from Fidelity Puritan Fund, Inc. to
Fidelity Puritan Fund.  On January 1, 1987, the trust's name was changed
from Fidelity Puritan Fund to Fidelity Puritan Trust.  Currently, there are
four    funds     of the trust:  Fidelity Puritan Fund, Fidelity Balanced
Fund, Fidelity Global Balanced Fund, and Fidelity Low-Priced Stock Fund. 
The Declaration of Trust permits the Trustees to create additional
   funds    .
In the event that FMR ceases to be the investment adviser of the trust or a
portfolio, the right of the trust or the portfolio to use the identifying
name "Fidelity" may be withdrawn.
The assets of the trust received for the issue or sale of the shares of
each    fund     and all income, earnings, profits, and proceeds thereof,
subject only to the rights of creditors, are especially allocated to such
   fund    , and constitute the underlying assets of such    fund    .  The
underlying assets of each    fund     are segregated on the books of
account, and are to be charged with the liabilities with respect to such
   fund     and with a share of the general expenses of the trust. 
Expenses with respect to the trust are to be allocated in proportion to the
asset value of the respective    funds    , except where allocations of
direct expense can otherwise be fairly made.  The officers of the trust,
subject to the general supervision of the Board of Trustees, have the power
to determine which liabilities are allocable to a given    fund    , or
which are general or allocable to all of the    funds    .  In the event of
the dissolution or liquidation of the trust, shareholders of each
   fund     are entitled to receive as a class the underlying assets of
such    fund     available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY.  The trust is an entity of the type
commonly known as a "Massachusetts business trust."  Under Massachusetts
law, shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust.  The Declaration of
Trust provides that the trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or  instrument entered into or executed by the
trust or the Trustees include a provision limiting the obligations created
thereby to the trust and its assets.  The Declaration of Trust provides for
indemnification out of each    fund's     property of any shareholder held
personally liable for the obligations of the     fund    .  The Declaration
of Trust also provides that each    fund     shall, upon request, assume
the defense of any claim made against any shareholder for any act or
obligation of the    fund     and satisfy any judgment thereon.  Thus, the
risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which a    fund     itself would
be unable to meet its obligations.  FMR believes that, in view of the
above, the risk of personal liability to shareholders is remote.  
The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects Trustees
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of their office.
VOTING RIGHTS.  Each    fund    's capital consists of shares of beneficial
interest.      As a shareholder, you receive one vote for each dollar of
net asset value per share you own.      The shares have no preemptive or
conversion rights; the voting and dividend rights, the right of redemption,
and the privilege of exchange are described in the Prospectus.  Shares are
fully paid and nonassessable, except as set forth under the heading
"Shareholder and Trustee Liability" above.  Shareholders representing 10%
or more of the trust or a    fund     may, as set forth in the Declaration
of Trust, call meetings of the trust or a    fund     for any purpose
related to the trust or    fund    , as the case may be, including, in the
case of a meeting of the entire trust, the purpose of voting on removal of
one or more Trustees.  The trust or any    fund     may be terminated upon
the sale of its assets to another open-end management investment company,
or upon liquidation and distribution of its assets, if approved by vote of
the holders of a majority of the  trust or the    fund as determined by the
current value of each shareholder's investment in the fund or trust    . 
If not so terminated, the trust and its    funds     will continue
indefinitely.
CUSTODIAN.  The Chase Manhattan Bank, N.A, 1211 Avenue of the Americas, New
York, New York, is custodian of the assets of the fund.   The custodian is
responsible for the safekeeping of the fund's assets and the appointment of
subcustodian banks and clearing agencies.  The custodian takes no part in
determining the investment policies of the fund or in deciding which
securities are purchased or sold by the fund.  The fund may, however,
invest in obligations of the custodian and may purchase securities from or
sell securities to the custodian.
FMR, its officers and directors, its affiliated companies, and the trust's
Trustees may from time to time have transactions with various banks,
including banks serving as custodians for certain of the funds advised by
FMR.  Transactions that have occurred to date include mortgages and
personal and general business loans.  In the judgment of FMR, the terms and
conditions of those transactions were not influenced by existing or
potential custodial or other fund relationships.
AUDITOR.  Coopers & Lybrand, One Post Office Square, Boston,
Massachusetts, serves as the trust's independent accountant.  The auditor
examines financial statements for the fund and provides other audit, tax,
and related services.
FINANCIAL STATEMENTS
The    fund's financial statements and financial highlights     for the
fiscal    year     July 31, 199   4        are included in the fund's
Annual Report, which     is a separate report supplied with this Statement
of Additional Information.    The fund's financial statements and financial
highlights are incorporated herein by reference.    
APPENDIX
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S CORPORATE BOND RATINGS:
AAA - Bonds rated Aaa are judged to be of the best quality.  They carry the
smallest degree of investment risk and are generally referred to as "gilt
edge."  Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure.  While the various protective
elements are likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such issues.
AA - Bonds rated Aa are judged to be of high quality by all standards. 
Together with the Aaa group they comprise what are generally known as
high-grade bonds.  They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than
in Aaa securities.
A - Bonds rated A possess many favorable investment attributes and are to
be considered as upper-medium-grade obligations.  Factors giving security
to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the
future.
BAA - Bonds rated Baa are considered as medium-grade obligations, i.e.,
they are neither highly protected nor poorly secured.  Interest payments
and principal security appear adequate for the present but certain
protective elements may be lacking or may be characteristically unreliable
over any great length of time.  Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
BA - Bonds rated Ba are judged to have speculative elements.  Their future
cannot be considered as well assured.  Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future.  Uncertainty of position
characterizes bonds in this class.
B - Bonds rated B generally lack characteristics of the desirable
investment.  Assurance of interest and principal payments or maintenance of
other terms of the contract over any long period of time may be small.
CAA - Bonds rated Caa are of poor standing.  Such issues may be in default
or there may be present elements of danger with respect to principal or
interest.
CA - Bonds rated Ca represent obligations which are speculative in a high
degree.  Such issues are often in default or have other marked
short-comings.
C - Bonds rated C are the lowest rated class of bonds and issues so rated
can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
Moody's applies numerical modifiers, 1, 2, and 3, in each generic rating
classification from Aa through B in its corporate bond rating system.  The
modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.
DESCRIPTION OF STANDARD & POOR'S CORPORATION'S CORPORATE BOND RATINGS:
AAA - Debt rated AAA has the highest rating assigned by Standard &
Poor's to a debt obligation.  Capacity to pay interest and repay principal
is extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest rated issues only in small degree.
A - Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal.  Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher rated
categories.
BB - Debt rated BB has less near-term vulnerability to default than other
speculative issues.  However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal payments.
B - Debt rated B has a greater vulnerability to default but currently has
the capacity to meet interest payments and principal repayments.  Adverse
business, financial, or economic conditions will likely impair capacity or
willingness to pay interest and repay principal.  The B rating category is
also used for debt subordinated to senior debt that is assigned an actual
or implied BB- rating.
CCC - Debt rated CCC has a currently identifiable vulnerability to default,
and is dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal. 
In the event of adverse business, financial, or economic conditions, it is
not likely to have the capacity to pay interest and repay principal.
CC - Debt rated CC is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC debt rating.
C - The rating C is typically applied to debt subordinated to senior debt
which is assigned an actual or implied CCC- debt rating.  The C rating may
be used to cover a situation where a bankruptcy petition has been filed but
debt service payments are continued.
CI - The rating CI is reserved for income bonds on which no interest is
being paid.
D - Debt rated D is in payment default.  The D rating category is used when
interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless S&P believes
that such payments will be made during such grace period.  The D rating
will also be used upon the filing of a bankruptcy petition if debt service
payments are jeopardized.
The ratings from AA to CCC may be modified by the addition of a plus or
minus to show relative standing within the major rating categories.
FIDELITY BALANCED FUND
FIDELITY GLOBAL BALANCED FUND
CROSS REFERENCE SHEET
FORM N-1A
ITEM NUMBER PROSPECTUS SECTION
 
<TABLE>
<CAPTION>
<S>                                     <C>                                                   
1...................................    Cover Page                                            
...                                                                                           
 
2a..................................    Expenses                                              
..                                                                                            
 
  b,                                    Contents; The Funds at a Glance; Who May Want to      
c................................       Invest                                                
 
3a..................................    Financial Highlights                                  
..                                                                                            
 
                                        *                                                     
b...................................                                                          
.                                                                                             
 
  c,                                    Performance                                           
d...............................                                                              
 
4a                                      Charter                                               
(i)...............................                                                            
 
                                        The Funds at a Glance; Investment Principles and      
(ii)............................        Risks                                                 
 
  b..............................       Investment Princliples and Risks                      
 
  c.................................    Who May Want to Invest; Investment Principles and     
                                        Risks                                                 
 
5a..................................    Charter                                               
..                                                                                            
 
                                        Cover Page; The Funds at a Glance; Doing Business     
b(i)..............................      with Fidelity; Charter                                
 
                                        Charter                                               
(ii)..............................                                                            
 
     (iii)...........................   Expenses; Breakdown of Expenses                       
 
  c................................     Charter                                               
 
  d...............................      Charter; Breakdown of Expenses                        
 
                                        Cover Page; Charter                                   
e....................................                                                         
 
                                        Expenses                                              
f....................................                                                         
 
g(i)................................    Charter                                               
..                                                                                            
 
(ii).................................   *                                                     
..                                                                                            
 
5A.................................     Performance                                           
.                                                                                             
 
6a                                      Charter                                               
(i)...............................                                                            
 
                                        How to Buy Shares; How to Sell Shares; Transaction    
(ii)..............................      Details; Exchange Restrictions                        
 
                                        Charter                                               
(iii).............................                                                            
 
                                        *                                                     
b...................................                                                          
.                                                                                             
 
                                        Exchange Restrictions; Transaction Details            
c....................................                                                         
 
                                        *                                                     
d...................................                                                          
.                                                                                             
 
                                        Doing Business with Fidelity; How to Buy Shares;      
e....................................   How to Sell Shares; Investor Services                 
 
  f,                                    Dividends, Capital Gains, and Taxes                   
g................................                                                             
 
7a..................................    Cover Page; Charter                                   
..                                                                                            
 
                                        How to Buy Shares; Transaction Details                
b...................................                                                          
.                                                                                             
 
                                        *                                                     
c....................................                                                         
 
                                        How to Buy Shares                                     
d...................................                                                          
.                                                                                             
 
  e..................................   *                                                     
 
  f ................................    Breakdown of Expenses                                 
 
8...................................    How to Sell Shares; Investor Services; Transaction    
...                                     Details; Exchange Restrictions                        
 
9...................................    *                                                     
...                                                                                           
 
</TABLE>
 
*  Not Applicable
FIDELITY BALANCED FUND
FIDELITY GLOBAL BALANCED FUND 
CROSS REFERENCE SHEET
(continued)
FORM N-1A
ITEM NUMBER  STATEMENT OF ADDITIONAL INFORMATION SECTION
 
<TABLE>
<CAPTION>
<S>                                    <C>                                                
10,   11..........................     Cover Page                                         
 
12..................................   Description of the Trust                           
..                                                                                        
 
13a -                                  Investment Policies and Limitations                
c............................                                                             
 
                                       Portfolio Transactions                             
d..................................                                                       
 
14a -                                  Trustees and Officers                              
c............................                                                             
 
15a,                                   *                                                  
b..............................                                                           
 
                                       Trustees and Officers                              
c..................................                                                       
 
16a                                    FMR; Portfolio Transactions                        
(i).............................                                                          
 
                                       Trustees and Officers                              
(ii)............................                                                          
 
                                       Management Contracts                               
(iii)...........................                                                          
 
                                       Management Contracts                               
b.................................                                                        
 
     c,                                Contracts with Companies Affiliated with FMR       
d.............................                                                            
 
     e .............................   *                                                  
 
    f...............................   Distribution and Service Plans                     
 
    g..............................    *                                                  
 
                                       Description of the Trust                           
h.................................                                                        
 
                                       Contracts with Companies Affiliated with FMR       
i.................................                                                        
 
17a -                                  Portfolio Transactions                             
c............................                                                             
 
                                       *                                                  
d,e..............................                                                         
 
18a................................    Description of the Trust                           
..                                                                                        
 
                                       *                                                  
b.................................                                                        
 
19a................................    Additional Purchase and Redemption Information     
..                                                                                        
 
                                       Additional Purchase and Redemption Information;    
b..................................    Valuation of Portfolio Securities                  
 
                                       *                                                  
c..................................                                                       
 
20..................................   Distributions and Taxes                            
..                                                                                        
 
21a,                                   Contracts with Companies Affiliated with FMR       
b..............................                                                           
 
                                       *                                                  
c.................................                                                        
 
22..................................   Performance                                        
..                                                                                        
 
23..................................   Financial Statements                               
..                                                                                        
 
</TABLE>
 
* Not Applicable
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how each
fund invests and the services available to shareholders.
A Statement of Additional Information dated September 23, 1994 has been
filed with the Securities and Exchange Commission, and is incorporated
herein by reference (is legally considered a part of this prospectus). The
Statement of Additional Information is available free upon request by
calling Fidelity at 1-800-544-8888.
Mutual fund shares are not deposits or obligations of, or guaranteed by,
any depository institution. Shares are not insured by the FDIC, the Federal
Reserve Board, or any other agency, and are subject to investment risk,
including the possible loss of principal.
Global Balanced may invest without limitation in lower-quality debt
securities, sometimes called "junk bonds." Investors should consider that
these securities carry greater risks, such as the risk of default, than
other debt securities. Refer to "Investment Principles and Risks" on page 
for further information.
 
LIKE ALL MUTUAL 
FUNDS, THESE 
SECURITIES HAVE NOT 
BEEN APPROVED OR 
DISAPPROVED BY THE 
SECURITIES AND 
EXCHANGE 
COMMISSION OR ANY 
STATE SECURITIES 
COMMISSION, NOR HAS 
THE SECURITIES AND 
EXCHANGE 
COMMISSION OR ANY 
STATE SECURITIES 
COMMISSION PASSED 
UPON THE ACCURACY 
OR ADEQUACY OF THIS 
PROSPECTUS. ANY 
REPRESENTATION TO 
THE CONTRARY IS A 
CRIMINAL OFFENSE.
BAL/GBL-pro-994
 
   
FIDELITY 
BALANCED 
FUND AND
FIDELITY 
GLOBAL 
BALANCED 
FUND
   
   
These funds seek high income with preservation of capital by investing in a
broadly diversified portfolio of securities. Each fund also considers the
potential for growth of capital.
 
PROSPECTUS
SEPTEMBER 23, 1994(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
CONTENTS
 
 
KEY FACTS                   THE FUNDS AT A GLANCE                 
 
                            WHO MAY WANT TO INVEST                
 
                            EXPENSES Each fund's yearly           
                            operating expenses.                   
 
                            FINANCIAL HIGHLIGHTS A summary        
                            of each fund's financial data.        
 
                            PERFORMANCE How each fund has         
                            done over time.                       
 
THE FUNDS IN DETAIL         CHARTER How each fund is              
                            organized.                            
 
                            INVESTMENT PRINCIPLES AND RISKS       
                            Each fund's overall approach to       
                            investing.                            
 
                            BREAKDOWN OF EXPENSES How             
                            operating costs are calculated and    
                            what they include.                    
 
YOUR ACCOUNT                DOING BUSINESS WITH FIDELITY          
 
                            TYPES OF ACCOUNTS Different           
                            ways to set up your account,          
                            including tax-sheltered retirement    
                            plans.                                
 
                            HOW TO BUY SHARES Opening an          
                            account and making additional         
                            investments.                          
 
                            HOW TO SELL SHARES Taking money       
                            out and closing your account.         
 
                            INVESTOR SERVICES  Services to        
                            help you manage your account.         
 
SHAREHOLDER AND             DIVIDENDS, CAPITAL GAINS, AND         
ACCOUNT POLICIES            TAXES                                 
 
                            TRANSACTION DETAILS Share price       
                            calculations and the timing of        
                            purchases and redemptions.            
 
                            EXCHANGE RESTRICTIONS                 
 
KEY FACTS
 
 
THE FUNDS AT A GLANCE
MANAGEMENT: Fidelity Management & Research Company (FMR) is the
management arm of Fidelity Investments, which was established in 1946 and
is now America's largest mutual fund manager. Foreign affiliates of FMR may
help choose investments for the funds.
As with any mutual fund, there is no assurance that a fund will achieve its
goal. 
BALANCED
GOAL:  High income with preservation of capital. The fund also considers
the potential for growth of capital.
STRATEGY:  Invests in a broadly diversified portfolio of high-yielding
equity and debt securities of all types.  
SIZE: As of July 31, 1994, the fund had over $__ billion in assets. 
GLOBAL BALANCED
GOAL: High current income, with regard for both preservation of capital and
potential for growth of capital. 
STRATEGY: Invests in a broadly diversified portfolio of equity and debt
securities issued anywhere in the world. 
SIZE: As of July 31, 1994, the fund had over $__ million in assets. 
WHO MAY WANT TO INVEST
The funds may be appropriate for investors who are willing to ride out
stock market fluctuations in pursuit of  high long-term returns. Each fund
is designed for those who are looking for income from equity and bond
investments, but who also want to be invested in the stock market for its
long-term growth potential. Global Balanced, with its ability to invest in
lower-quality securities, carries more risk. The funds are not by
themselves a balanced investment plan.
Although both funds may invest significantly in foreign securities, Global
Balanced is designed for investors who specifically want to pursue
investment opportunities in markets within and outside the United States.
By including international investments in your portfolio, you can achieve
an extra level of diversification and also participate in growth
opportunities around the world. Of course, there are additional risks
involved with international investing. The performance of funds that invest
heavily in foreign securities depends upon currency values, the political
and regulatory environment, and overall economic factors in the countries
in which a fund invests.
The value of the funds' investments and the income they generate varies
from day to day, generally reflecting changes in market conditions,
interest rates, and other company, political, and economic news. Stocks,
although more volatile, have historically shown greater growth potential
than other types of securities. In the shorter term, however, stock prices
can fluctuate dramatically in response to these factors. Bonds offer a
fixed rate of income, but their prices are especially sensitive to changes
in interest rates. When you sell your fund shares, they may be worth more
or less than what you paid for them.
EXPENSES 
SHAREHOLDER TRANSACTION EXPENSES are charges you pay when you buy or sell
shares of a fund.
Maximum sales charge on purchases and 
reinvested distributions None
Deferred sales charge on redemptions None
Exchange fee None
ANNUAL FUND OPERATING EXPENSES are paid out of each fund's assets. Each
fund pays a management fee to FMR. It also incurs other expenses for
services such as maintaining shareholder records and furnishing shareholder
statements and financial reports. A fund's expenses are factored into its
share price or dividends and are not charged directly to shareholder
accounts (see page ).
The following are projections based on historical expenses, and are
calculated as a percentage of average net assets. A portion of the
brokerage commissions that the funds paid was used to reduce fund expenses.
Without this reduction, the total fund operating expenses would have been
__% for Balanced and __% for Global Balanced.
BALANCED
Management fee                  %      
 
12b-1 fee                       None   
 
Other expenses                  %      
 
Total fund operating expenses   %      
 
GLOBAL BALANCED
Management fee                  %      
 
12b-1 fee                       None   
 
Other expenses                  %      
 
Total fund operating expenses   %      
 
EXAMPLES: Let's say, hypothetically, that each fund's annual return is 5%
and that its operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses if you
close your account after the number of years indicated:
BALANCED
After 1 year     $    
 
After 3 years    $    
 
After 5 years    $    
 
After 10 years   $    
 
GLOBAL BALANCED 
After 1 year     $    
 
After 3 years    $    
 
After 5 years    $    
 
After 10 years   $    
 
These examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.
FINANCIAL HIGHLIGHTS
The tables that follow are included in  each fund's Annual Report and have
been audited by Coopers & Lybrand, independent accountants. Their
reports on the financial statements and financial highlights are included
in the Annual Reports. The financial statements and financial highlights
are incorporated by reference into (are legally a part of)  the funds'
Statement of Additional Information.
[Financial Highlights to be filed by subsequent amendment.]
PERFORMANCE
Mutual fund performance is commonly measured as TOTAL RETURN. The total
returns that follow are based on historical fund results and do not reflect
the effect of taxes.
Each fund's fiscal year runs from August 1 through July 31. The tables
below show each fund's performance over past fiscal years compared to two
measures: investing in a broad selection of stocks (S&P 500), and not
investing at all (inflation, or CPI). To help you compare Balanced to other
funds, the chart on page __ displays calendar-year performance.
BALANCED
Fiscal periods     Past 1    Past 5    Life of   
ended             year      years     FundA      
July 31, 1994                                    
 
Average                                          
annual                                           
total return                                     
 
Cumulative                 
total return               
 
S&P 500               
 
Consumer                
Price                   
Index                   
 
A FROM NOVEMBER 6, 1986
GLOBAL BALANCED
Fiscal periods    Past1    Life of       
ended             year    FundB          
July 31, 1994                            
 
Average                    
annual                     
total return               
 
Cumulative                 
total return               
 
S&P 500               
 
Consumer                  
Price                     
Index                     
 
B FROM FEBRUARY 1, 1993
 
UNDERSTANDING
PERFORMANCE
Because these funds invest 
in stocks, their performance 
is related to that of the overall 
stock market. Historically, 
stock market performance 
has been characterized by 
volatility in the short run and 
growth in the long run. You 
can see these two 
characteristics reflected in the 
fund's performance; the 
year-by-year total returns on 
page __ show that short-term 
returns can vary widely, while 
the returns at left show 
long-term growth.
(checkmark)
EXAMPLE: Mountain charts illustrate the growth of a hypothetical investment
over time. The chart below shows the growth in value of a $10,000
investment made in Balanced on its start date through July 31, 1994. A
chart for Global Balanced will be included when the fund has more
performance history. 
BALANCED
 Fiscal years 1987 1990 1994
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: nil
Row: 9, Col: 1, Value: nil
Row: 10, Col: 1, Value: nil
Row: 11, Col: 1, Value: nil
Row: 12, Col: 1, Value: nil
Row: 13, Col: 1, Value: nil
Row: 14, Col: 1, Value: nil
Row: 15, Col: 1, Value: nil
Row: 16, Col: 1, Value: nil
Row: 17, Col: 1, Value: nil
Row: 18, Col: 1, Value: nil
Row: 19, Col: 1, Value: nil
Row: 20, Col: 1, Value: nil
Row: 21, Col: 1, Value: nil
Row: 22, Col: 1, Value: nil
Row: 23, Col: 1, Value: nil
Row: 24, Col: 1, Value: nil
Row: 25, Col: 1, Value: nil
Row: 26, Col: 1, Value: nil
Row: 27, Col: 1, Value: nil
Row: 28, Col: 1, Value: nil
Row: 29, Col: 1, Value: nil
Row: 30, Col: 1, Value: nil
Row: 31, Col: 1, Value: nil
Row: 32, Col: 1, Value: nil
Row: 33, Col: 1, Value: nil
Row: 34, Col: 1, Value: nil
Row: 35, Col: 1, Value: nil
Row: 36, Col: 1, Value: nil
Row: 37, Col: 1, Value: nil
Row: 38, Col: 1, Value: nil
Row: 39, Col: 1, Value: nil
Row: 40, Col: 1, Value: nil
Row: 41, Col: 1, Value: nil
Row: 42, Col: 1, Value: nil
Row: 43, Col: 1, Value: nil
Row: 44, Col: 1, Value: nil
Row: 45, Col: 1, Value: nil
Row: 46, Col: 1, Value: nil
Row: 47, Col: 1, Value: nil
Row: 48, Col: 1, Value: nil
Row: 49, Col: 1, Value: nil
Row: 50, Col: 1, Value: nil
Row: 51, Col: 1, Value: nil
Row: 52, Col: 1, Value: nil
Row: 53, Col: 1, Value: nil
Row: 54, Col: 1, Value: nil
Row: 55, Col: 1, Value: nil
Row: 56, Col: 1, Value: nil
Row: 57, Col: 1, Value: nil
Row: 58, Col: 1, Value: nil
Row: 59, Col: 1, Value: nil
Row: 60, Col: 1, Value: 0.0
Row: 61, Col: 1, Value: 0.0
Row: 62, Col: 1, Value: 0.0
Row: 63, Col: 1, Value: 0.0
Row: 64, Col: 1, Value: 0.0
Row: 65, Col: 1, Value: 0.0
Row: 66, Col: 1, Value: 0.0
Row: 67, Col: 1, Value: 0.0
Row: 68, Col: 1, Value: 0.0
Row: 69, Col: 1, Value: 0.0
Row: 70, Col: 1, Value: 0.0
Row: 71, Col: 1, Value: 0.0
Row: 72, Col: 1, Value: 0.0
Row: 73, Col: 1, Value: 0.0
Row: 74, Col: 1, Value: 0.0
Row: 75, Col: 1, Value: 0.0
Row: 76, Col: 1, Value: 0.0
Row: 77, Col: 1, Value: 0.0
Row: 78, Col: 1, Value: 0.0
Row: 79, Col: 1, Value: 0.0
Row: 80, Col: 1, Value: 0.0
Row: 81, Col: 1, Value: 0.0
Row: 82, Col: 1, Value: 0.0
Row: 83, Col: 1, Value: 0.0
Row: 84, Col: 1, Value: 0.0
Row: 85, Col: 1, Value: 0.0
Row: 86, Col: 1, Value: 0.0
Row: 87, Col: 1, Value: 0.0
Row: 88, Col: 1, Value: 0.0
Row: 89, Col: 1, Value: 0.0
Row: 90, Col: 1, Value: 0.0
Row: 91, Col: 1, Value: 0.0
Row: 92, Col: 1, Value: 0.0
Row: 93, Col: 1, Value: 0.0
Row: 94, Col: 1, Value: 0.0
Row: 95, Col: 1, Value: 0.0
Row: 96, Col: 1, Value: 0.0
Row: 97, Col: 1, Value: 0.0
Row: 98, Col: 1, Value: 0.0
Row: 99, Col: 1, Value: 0.0
Row: 100, Col: 1, Value: 0.0
Row: 101, Col: 1, Value: 0.0
Row: 102, Col: 1, Value: 0.0
Row: 103, Col: 1, Value: 0.0
Row: 104, Col: 1, Value: 0.0
Row: 105, Col: 1, Value: 0.0
Row: 106, Col: 1, Value: 0.0
Row: 107, Col: 1, Value: 0.0
Row: 108, Col: 1, Value: 0.0
Row: 109, Col: 1, Value: 0.0
Row: 110, Col: 1, Value: 0.0
Row: 111, Col: 1, Value: 0.0
Row: 112, Col: 1, Value: 0.0
Row: 113, Col: 1, Value: 0.0
Row: 114, Col: 1, Value: 0.0
Row: 115, Col: 1, Value: 0.0
Row: 116, Col: 1, Value: 0.0
Row: 117, Col: 1, Value: 0.0
Row: 118, Col: 1, Value: 0.0
Row: 119, Col: 1, Value: 0.0
Row: 120, Col: 1, Value: 0.0
$
$_____
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment in a fund over a given
period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated period of
time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate of return that,
if achieved annually, would have produced the same cumulative total return
if performance had been constant over the entire period. Average annual
total returns smooth out variations in performance; they are not the same
as actual year-by-year results. 
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. Yields are
calculated according to a standard that is required for all stock and bond
funds. Because this differs from other accounting methods, the quoted yield
may not equal the income actually paid to shareholders. This difference may
be significant for funds whose investments are denominated in foreign
currencies.
THE S&P 500(registered trademark) is the Standard & Poor's 500
Composite Stock Price Index, a widely recognized, unmanaged index of common
stock prices. THE EAFE INDEX, also known as the Morgan Stanley Capital
International Europe, Australia, Far East, is an unmanaged index of over
1,000 foreign stock prices. The S&P 500 and EAFE Index figures assume
reinvestment of all dividends paid by stocks included in the index. They do
not, however, include any allowance for the brokerage commissions or other
fees you would pay if you actually invested in those stocks.
THE CONSUMER PRICE INDEX is a widely recognized measure of inflation
calculated by the U.S. government.
THE COMPETITIVE FUNDS AVERAGES, which assume reinvestment of distributions,
are published by Lipper Analytical Services, Inc. Balanced compares its
performance to the Lipper Balanced Funds Average, and Global Balanced
compares to the Lipper Global Flexible Portfolio Funds Average. These
averages currently reflect the performance of over ___ and ___ mutual funds
with similar objectives, respectively.
BALANCED 
Calendar year total returns     1987 1988 1989 1990 1991 1992 
1993
Balanced    % % % % % % %
Competitive funds average    % % % % % % 
%
Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 1, Col: 2, Value: nil
Row: 2, Col: 1, Value: nil
Row: 2, Col: 2, Value: nil
Row: 3, Col: 1, Value: nil
Row: 3, Col: 2, Value: nil
Row: 4, Col: 1, Value: nil
Row: 4, Col: 2, Value: nil
Row: 5, Col: 1, Value: nil
Row: 5, Col: 2, Value: nil
Row: 6, Col: 1, Value: nil
Row: 6, Col: 2, Value: nil
Row: 7, Col: 1, Value: nil
Row: 7, Col: 2, Value: nil
Row: 8, Col: 1, Value: nil
Row: 8, Col: 2, Value: nil
Row: 9, Col: 1, Value: nil
Row: 9, Col: 2, Value: nil
Row: 10, Col: 1, Value: nil
Row: 10, Col: 2, Value: nil
 Balanced
 Competitive
funds 
average
GLOBAL BALANCED IS NOT INCLUDED IN THE CHART BECAUSE IT HAS NOT 
COMPLETED ONE FULL CALENDAR YEAR OF OPERATIONS.
Other illustrations of fund performance may show moving averages over
specified periods.
The funds' recent strategies, performance, and holdings are detailed twice
a year in financial reports, which are sent to all shareholders. For
current performance or a free annual report, call 1-800-544-8888.
TOTAL RETURNS AND YIELDS ARE BASED ON PAST RESULTS AND ARE NOT AN
INDICATION OF FUTURE PERFORMANCE.
THE FUNDS IN DETAIL
 
 
CHARTER 
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders' money
and invests it toward a specified goal. In technical terms, each fund is
currently a diversified fund of Fidelity Puritan Trust, an open-end
management investment company organized as a Massachusetts business trust
on October 1, 1984.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES, which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet throughout the year to oversee the funds' activities,
review contractual arrangements with companies that provide services to the
funds, and review performance. The majority of trustees are not otherwise
affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL MEETINGS AND MAIL PROXY MATERIALS. These
meetings may be called to elect or remove trustees, change fundamental
policies, approve a management contract, or for other purposes.
Shareholders not attending these meetings are encouraged to vote by proxy.
Fidelity will mail proxy materials in advance, including a voting card and
information about the proposals to be voted on. The number of votes you are
entitled to is based upon the dollar value of your investment.
FMR AND ITS AFFILIATES 
The funds are managed by FMR, which handles their business affairs and,
with the assistance of foreign affiliates, chooses the funds' investments.
Affiliates assist FMR with foreign securities:
(bullet)  Fidelity Management & Research (U.K.) Inc. (FMR U.K.), in
London, England,
(bullet)  Fidelity Management & Research Far East Inc. (FMR Far East),
in Tokyo, Japan,
(bullet)  Fidelity International Investment Advisors (FIIA), in Pembroke,
Bermuda,
(bullet)  Fidelity International Investment Advisors (U.K.) Limited (FIIAL
U.K.), in Kent, England, and
(bullet)  Fidelity Investment Japan Ltd. (FIJ), in Tokyo, Japan.
Robert Haber is manager and vice president of of Balanced and manager of
Global Balanced, which he has managed since June 1988 and February 1993,
respectively. Mr. Haber also manages Advisor Income & Growth. Mr. Haber
joined Fidelity in 1985. 
Fidelity Distributors Corporation (FDC) distributes and markets Fidelity's
funds and services. Fidelity Service Co. (FSC) performs transfer agent
servicing functions for the funds.
FMR Corp., or Fidelity International Limited (FIL), is the parent company
of these organizations. Through ownership of voting common stock, Edward C.
Johnson 3d (President and a trustee of the trusts), Johnson family members,
and various trusts for the benefit of the Johnson family form a controlling
group with respect to FMR Corp. This group also owns, directly or
indirectly, more than 25% of the voting common stock of FIL.
A broker-dealer may use a portion of the commissions paid by a fund to
reduce the fund's custodian or transfer agent fees. FMR may use its
broker-dealer affiliates and other firms that sell fund shares to carry out
a fund's transactions, provided that the fund receives brokerage services
and commission rates comparable to those of other broker-dealers. 
INVESTMENT PRINCIPLES AND RISKS
BALANCED seeks as much income as possible, consistent with preservation of
capital, by investing in a broadly diversified portfolio of high-yielding
securities, such as common stocks, preferred stocks, and bonds. The fund
may also consider the potential for growth of capital.
GLOBAL BALANCED seeks high current income, with regard for both the
preservation of capital and the potential for capital growth, by investing
in a broadly diversified portfolio of equity and fixed-income securities
issued anywhere in the world.
EACH FUND has the flexibility to pursue its objective through any type of
domestic or foreign security. FMR varies the proportions invested in each
type of security based on its interpretation of economic conditions and
underlying security values. However, each fund always invests at least 25%
of its total assets in fixed-income senior securities, including debt
securities and preferred stocks. Unlike Balanced, Global Balanced has the
ability to invest in lower-quality securities.
Both funds can invest significantly in foreign securities, but Global
Balanced normally invests in at least three different countries, one of
which may be the United States. When allocating investments among countries
and regions, FMR considers such factors as the potential for economic
growth, expected levels of inflation, government policies, and the outlook
for currency relationships.
Investing in foreign securities typically involves more risk than investing
in the U.S. market. General economic and political factors in the various
world markets can impact the value of your investment. Because many of the
funds' investments are denominated in foreign currencies, changes in the
value of foreign currencies can significantly affect a fund's share price.
Currencies have different yield, risk, and return characteristics, and FMR
may use a variety of techniques to increase or decrease a fund's exposure
to any currency.
The value of the funds' investments vary based on many factors. Stock
values fluctuate in response to the activities of individual companies and
general market and economic conditions. The value of bonds fluctuates based
on changes in interest rates and in the credit quality of the issuer. In
general, bond prices rise when interest rates fall, and vice versa. FMR may
use various investment techniques to hedge a fund's risks, but there is no
guarantee that these strategies will work as FMR intends. When you sell
your shares, they may be worth more or less than what you paid for them.  
FMR normally invests each fund's assets according to its investment
strategy. Each fund also reserves the right to invest without limitation in
investment-grade debt instruments, and preferred stocks for Global
Balanced, for temporary, defensive purposes.
SECURITIES AND INVESTMENT PRACTICES 
The following pages contain more detailed information about types of
instruments in which a fund may invest, and strategies FMR may employ in
pursuit of a fund's investment objective. A summary of risks and
restrictions associated with these instrument types and investment
practices is included as well. Policies and limitations are considered at
the time of purchase; the sale of instruments is not required in the event
of a subsequent change in circumstances. 
FMR may not buy all of these instruments or use all of these techniques to
the full extent permitted unless it believes that doing so will help the
funds achieve their goals. As a shareholder, you will receive financial
reports every six months detailing fund holdings and describing recent
investment activities. 
EQUITY SECURITIES may include common stocks, preferred stocks, convertible
securities, and warrants. Common stocks, the most familiar type, represent
an equity (ownership) interest in a corporation. Although equity securities
have a history of long-term growth in value, their prices fluctuate based
on changes in a company's financial condition and on overall market and
economic conditions. Smaller companies are especially sensitive to these
factors. 
RESTRICTIONS: With respect to 75% of total assets, a fund may not own more
than 10% of the outstanding voting securities of a single issuer.
DEBT SECURITIES. Bonds and other debt instruments are used by issuers to
borrow money from investors. The issuer pays the investor a fixed or
variable rate of interest, and must repay the amount borrowed at maturity.
Some debt securities, such as zero coupon bonds, do not pay current
interest, but are purchased at a discount from their face values. Debt
securities have varying degrees of quality and varying levels of
sensitivity to changes in interest rates. Longer-term bonds are generally
more sensitive to interest rate changes than short-term bonds.
Investment-grade debt securities are medium- and high-quality securities.
Some, however, may possess speculative characteristics and may be more
sensitive to economic changes and to changes in the financial condition of
issuers.
Lower-quality debt securities (sometimes called "junk bonds") are often
considered to be speculative and involve greater risk of default or price
changes due to changes in the issuer's creditworthiness. The market prices
of these securities may fluctuate more than higher-quality securities and
may decline significantly in periods of general economic difficulty.
The table on page __ provides a summary of ratings assigned to debt
holdings (not including money market instruments) in Global Balanced's
portfolio. These figures are dollar-weighted averages of month-end
portfolio holdings during fiscal 1994, and are presented as a percentage of
total investments. These percentages are historical and do not necessarily
indicate the fund's current or future debt holdings.
GLOBAL BALANCED
Fiscal 1994 Debt Holdings, by Rating MOODY'S STANDARD & 
POOR'S
 INVESTORS SERVICE, INC.  CORPORATION 
 Rating  Average A  Rating  Averag
eA 
INVESTMENT GRADE    
Highest quality Aaa  AAA 
High quality Aa % AA %
Upper-medium grade A  A 
Medium grade Baa % BBB %
LOWER QUALITY    
Moderately speculative Ba % BB %
Speculative B % B %
Highly speculative Caa % CCC %
Poor quality Ca % CC %
Lowest quality, no interest C  C 
In default, in arrears --  D %
  %  %
 A FOR SOME FOREIGN GOVERNMENT OBLIGATIONS, FMR ASSIGNS THE RATINGS OF THE 
SOVEREIGN CREDIT OF THE ISSUING GOVERNMENT. THE DOLLAR-WEIGHTED AVERAGE 
OF DEBT SECURITIES NOT RATED DIRECTLY OR INDIRECTLY BY MOODY'S OR S&P 
AMOUNTED TO __%. THIS MAY INCLUDE SECURITIES RATED BY OTHER NATIONALLY 
RECOGNIZED RATING SERVICES, AS WELL AS UNRATED SECURITIES. FMR HAS 
DETERMINED THAT UNRATED SECURITIES THAT ARE LOWER QUALITY ACCOUNT FOR __% 
OF THE FUND'S TOTAL INVESTMENTS. REFER TO THE FUNDS' STATEMENT OF
ADDITIONAL 
INFORMATION FOR A MORE COMPLETE DISCUSSION OF THESE RATINGS.
       
RESTRICTIONS: Balanced does not currently intend to invest in lower-quality
debt securities (those rated below Baa by Moody's or BBB by S&P, and
unrated securities judged by FMR to be of equivalent quality). Global
Balanced does not currently intend to invest in lower-quality corporate
debt securities, except that it may invest up to 5% of its assets in
lower-quality convertible securities, and that there is no quality
restriction on foreign government securities. 
FOREIGN SECURITIES and foreign currencies may involve additional risks.
These include currency fluctuations, risks relating to political or
economic conditions in the foreign country, and the potentially less
stringent investor protection and disclosure standards of foreign markets.
In addition to the political and economic factors that can affect foreign
securities, a governmental issuer may be unwilling to repay principal and
interest when due, and may require that the conditions for payment be
renegotiated. These factors could make foreign investments, especially
those in developing countries, more volatile.
ASSET-BACKED AND MORTGAGE SECURITIES may include pools of consumer loans or
mortgages, such as collateralized mortgage obligations and stripped
mortgage-backed securities. The value of these securities may be
significantly affected by changes in interest rates, the market's
perception of the issuers, and the creditworthiness of the parties
involved. These securities may also be subject to prepayment risk.
ADJUSTING INVESTMENT EXPOSURE. A fund can use various techniques to
increase or decrease its exposure to changing security prices, interest
rates, currency exchange rates, commodity prices, or other factors that
affect security values. These techniques may involve derivative
transactions such as buying and selling options and futures contracts,
entering into currency exchange contracts or swap agreements, purchasing
indexed securities, and selling securities short.
FMR can use these practices to adjust the risk and return characteristics
of a fund's portfolio of investments. If FMR judges market conditions
incorrectly or employs a strategy that does not correlate well with the
fund's investments, these techniques could result in a loss, regardless of
whether the intent was to reduce risk or increase return. These techniques
may increase the volatility of the fund and may involve a small investment
of cash relative to the magnitude of the risk assumed. In addition, these
techniques could result in a loss if the counterparty to the transaction
does not perform as promised. 
DIRECT DEBT. Loans and other direct debt instruments are interests in
amounts owed to another party by a company, government, or other borrower.
They have additional risks beyond conventional debt securities because they
may entail less legal protection for a fund, or there may be a requirement
that a fund supply additional cash to a borrower on demand.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a security at
one price and simultaneously agrees to sell it back at a higher price.
Delays or losses could result if the other party to the agreement defaults
or becomes insolvent. 
FOREIGN REPURCHASE AGREEMENTS may be less well secured than U.S. repurchase
agreements, and may be denominated in foreign currencies. They also may
involve greater risk of loss if the counterparty defaults. Some
counterparties in these transactions may be less creditworthy than those in
U.S. markets.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined by
FMR, under the supervision of the Board of Trustees, to be illiquid, which
means that they may be difficult to sell promptly at an acceptable price.
The sale of other securities, including illiquid securities, may be subject
to legal restrictions. Difficulty in selling securities may result in a
loss or may be costly to a fund. 
RESTRICTIONS: A fund may not purchase a security if, as a result, more than
10% of Balanced's assets or 15% of Global Balanced's assets would be
invested in illiquid securities. 
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce the
risks of investing. This may include limiting the amount of money invested
in any one issuer or, on a broader scale, in any one industry.
RESTRICTIONS:  With respect to 75% of total assets, a fund may not invest
more than 5% of its total assets in any one issuer. A fund may not invest
more than 25% of its total assets in any one industry.  These limitations
do not apply to U.S. government securities.
BORROWING. A fund may borrow from banks or from other funds advised by FMR,
or through reverse repurchase agreements. If a fund borrows money, its
share price may be subject to greater fluctuation until the borrowing is
paid off. If the fund makes additional investments while borrowings are
outstanding, this may be considered a form of leverage.
RESTRICTIONS: A fund may borrow only for temporary or emergency purposes,
but not in an amount exceeding 33% of its total assets.
LENDING. Lending securities to broker-dealers and institutions, including
FBSI, an affiliate of FMR, is a means of earning income. This practice
could result in a loss or a delay in recovering a fund's securities. A fund
may also lend money to other funds advised by FMR.
RESTRICTIONS: Loans, in the aggregate, may not exceed 33% of a fund's total
assets.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages are
fundamental, that is, subject to change only by shareholder approval. The
following paragraphs restate all those that are fundamental. All policies
stated throughout this prospectus, other than those identified in the
following paragraphs, can be changed without shareholder approval. 
BALANCED seeks as much income as possible, consistent with preservation of
capital, by investing in a broadly diversified portfolio of high-yielding
securities, including common stocks, preferred stocks, and bonds. While
emphasis on income is an important objective, this does not preclude growth
in capital. 
GLOBAL BALANCED seeks a high level of current income, with regard for both
the preservation of capital and the potential for capital growth.
EACH FUND, with respect to 75% of total assets, may not invest more than 5%
of its total assets in any one issuer and may not own more than 10% of the
outstanding voting securities of a single issuer. Each fund may not invest
more than 25% of its total assets in any one industry.  Each fund may
borrow only for temporary or emergency purposes, but not in an amount
exceeding 33% of its total assets. Loans, in the aggregate, may not exceed
33% of a fund's total assets.
BREAKDOWN OF EXPENSES 
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of a fund's assets are reflected in its share
price or dividends; they are neither billed directly to shareholders nor
deducted from shareholder accounts. 
Each fund pays a MANAGEMENT FEE to FMR for managing its investments and
business affairs. FMR in turn pays fees to affiliates who provide
assistance with these services. Each fund also pays OTHER EXPENSES, which
are explained on page .
FMR may, from time to time, agree to reimburse the funds for management
fees and other expenses above a specified limit. FMR retains the ability to
be repaid by a fund if expenses fall below the specified limit prior to the
end of the fiscal year. Reimbursement arrangements, which may be terminated
at any time without notice, can decrease a fund's expenses and boost its
performance.
MANAGEMENT FEE 
The management fee is calculated and paid to FMR every month. The fee is
calculated by adding a group fee rate to an individual fund fee rate, and
multiplying the result by the fund's average net assets. 
The group fee rate is based on the average net assets of all the mutual
funds advised by FMR. This rate cannot rise above .52%, and it drops as
total assets under management increase.
For  July 1994, the group fee rate was __%. The individual fund fee rate is
.20% for Balanced and .45% for Global Balanced. The total management fee
rate for fiscal 1994 was __% for Balanced and __% for Global Balanced. For
Global Balanced, these rates were higher than those of most other mutual
funds.
UNDERSTANDING THE
MANAGEMENT FEE
The management fee FMR 
receives is designed to be 
responsive to changes in 
FMR's total assets under 
management. Building this 
variable into the fee 
calculation assures 
shareholders that they will 
pay a lower rate as FMR's 
assets under management 
increase.
(checkmark)
FMR HAS SUB-ADVISORY AGREEMENTS with four affiliates: FMR U.K. and FMR Far
East for both funds, and, on behalf of Global Balanced, FIJ and FIIA. FIIA
in turn has a sub-advisory agreement with FIIAL U.K. FMR U.K. focuses on
issuers based in Europe. FMR Far East focuses on issuers based in Asia and
the Pacific Basin. FIJ focuses on issuers based in Japan and elsewhere
around the world. FIIA focuses on issuers based in Hong Kong, Australia,
New Zealand, and Southeast Asia (other than Japan). FIIAL U.K. focuses on
issuers based in the United Kingdom and Europe.
The sub-advisers are compensated for providing investment research and
advice. FMR pays FMR U.K. and FMR Far East fees equal to 110% and 105%,
respectively, of the costs of providing these services. FMR pays FIJ and
FIIA 30% of its management fee associated with investments for which the
sub-adviser provided investment advice. FIIA pays FIIAL U.K. a fee equal to
110% of the cost of providing these services.
The sub-advisers may also provide investment management services. In
return, FMR pays FMR U.K., FMR Far East, FIJ, and FIIA 50% of its
management fee rate with respect to a fund's investments that the
sub-adviser manages on a discretionary basis. FIIA pays FIIAL U.K. a fee
equal to 110% of the cost of providing these services.
OTHER EXPENSES 
While the management fee is a significant component of the funds' annual
operating costs, the funds have other expenses as well. 
The funds contract with FSC to perform many transaction and accounting
functions. These services include processing shareholder transactions,
valuing each fund's investments, and handling securities loans. In fiscal
1994, Balanced and Global Balanced paid FSC fees equal to __% and __%,
respectively, of average net assets. 
The funds also pay other expenses, such as legal, audit, and custodian
fees; proxy solicitation costs; and the compensation of trustees who are
not affiliated with Fidelity. 
Each fund has adopted a Distribution and Service Plan. These plans
recognize that FMR may use its resources, including management fees, to pay
expenses associated with the sale of fund shares. This may include payments
to third parties, such as banks or broker-dealers, that provide shareholder
support services or engage in the sale of the fund's shares. It is
important to note, however, that the funds do not pay FMR any separate fees
for this service.
For fiscal 1994, the portfolio turnover rates for Balanced and Global
Balanced were __% and __%, respectively. These rates vary from year to
year. High turnover rates increase transaction costs and may increase
taxable capital gains. FMR considers these effects when evaluating the
anticipated benefits of short-term investing.
YOUR ACCOUNT
 
 
DOING BUSINESS WITH FIDELITY
Fidelity Investments was established in 1946 to manage one of America's
first mutual funds. Today, Fidelity is the largest mutual fund company in
the country, and is known as an innovative provider of high-quality
financial services to individuals and institutions.
In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, Fidelity Brokerage Services,
Inc. (FBSI). Fidelity is also a leader in providing tax-sheltered
retirement plans for individuals investing on their own or through their
employer.
Fidelity is committed to providing investors with practical information to
make investment decisions. Based in Boston, Fidelity provides customers
with complete service 24 hours a day, 365 days a year, through a network of
telephone service centers around the country. 
To reach Fidelity for general information, call these numbers:
(bullet)  For mutual funds, 1-800-544-8888
(bullet)  For brokerage, 1-800-544-7272
If you would prefer to speak with a representative in person, Fidelity has
over 75 walk-in Investor Centers across the country.
TYPES OF ACCOUNTS
You may set up an account directly in a fund or, if you own or intend to
purchase individual securities as part of your total investment portfolio,
you may consider investing in a fund through a brokerage account. 
If you are investing through FBSI or another financial institution or
investment professional, refer to its program materials for any special
provisions regarding your investment in the fund.
The different ways to set up (register) your account with Fidelity are
listed at right.
The account guidelines that follow may not apply to certain retirement
accounts. If your employer offers a fund through a retirement program,
contact your employer for more information. Otherwise, call Fidelity
directly.
FIDELITY FACTS
Fidelity offers the broadest
selection of mutual funds
in the world.
(bullet) Number of Fidelity mutual 
funds: over ___
(bullet) Assets in Fidelity mutual 
funds: over $___ billion
(bullet) Number of shareholder 
accounts: over __ million
(bullet) Number of investment 
analysts and portfolio 
managers: over ___
(checkmark)
WAYS TO SET UP YOUR ACCOUNT
INDIVIDUAL OR JOINT TENANT
FOR YOUR GENERAL INVESTMENT NEEDS 
Individual accounts are owned by one person. Joint accounts can have two or
more owners (tenants).
RETIREMENT 
TO SHELTER YOUR RETIREMENT SAVINGS FROM TAXES 
 Retirement plans allow individuals to shelter investment income and
capital gains from current taxes. In addition, contributions to these
accounts may be tax deductible. Retirement accounts require special
applications and typically have lower minimums. 
(bullet) INDIVIDUAL RETIREMENT ACCOUNTS (IRAS) allow anyone of legal age
and under 70 with earned income to invest up to $2,000 per tax year.
Individuals can also invest in a spouse's IRA if the spouse has earned
income of less than $250.
(bullet) ROLLOVER IRAS retain special tax advantages for certain
distributions from employer-sponsored retirement plans. 
(bullet) KEOGH OR CORPORATE PROFIT SHARING AND MONEY PURCHASE PENSION PLANS
allow self-employed individuals or small business owners (and their
employees) to make tax-deductible contributions for themselves and any
eligible employees up to $30,000 per year. 
(bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS) provide small
business owners or those with self-employed income (and their eligible
employees) with many of the same advantages as a Keogh, but with fewer
administrative requirements. 
(bullet) 403(B) CUSTODIAL ACCOUNTS are available to employees of most
tax-exempt institutions, including schools, hospitals, and other charitable
organizations. 
(bullet) 401(K) PROGRAMS allow employees of corporations of all sizes to
contribute a percentage of their wages on a tax-deferred basis. These
accounts need to be established by the trustee of the plan.
GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA) 
TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS 
These custodial accounts provide a way to give money to a child and obtain
tax benefits. An individual can give up to $10,000 a year per child without
paying federal gift tax. Depending on state laws, you can set up a
custodial account under the Uniform Gifts to Minors Act (UGMA) or the
Uniform Transfers to Minors Act (UTMA).
TRUST 
FOR MONEY BEING INVESTED BY A TRUST 
The trust must be established before an account can be opened.
BUSINESS OR ORGANIZATION 
FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS, OR OTHER
GROUPS
Requires a special application.
HOW TO BUY SHARES
EACH FUND'S SHARE PRICE, called net asset value (NAV), is calculated every
business day. Each fund's shares are sold without a sales charge.
Shares are purchased at the next share price calculated after your
investment is received and accepted.  Share price is normally calculated at
4 p.m. Eastern time.
IF YOU ARE NEW TO FIDELITY, complete and sign an account application and
mail it along with your check. You may also open your account in person or
by wire as described on page . If there is no application accompanying this
prospectus, call 1-800-544-8888.
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(bullet)  Mail in an application with a check, or
(bullet)  Open your account by exchanging from another Fidelity fund.
IF YOU ARE INVESTING THROUGH A TAX-SHELTERED RETIREMENT PLAN, such as an
IRA, for the first time, you will need a special application. Retirement
investing also involves its own investment procedures. Call 1-800-544-8888
for more information and a retirement application.
If you buy shares by check or Fidelity Money Line(registered trademark),
and then sell those shares by any method other than by exchange to another
Fidelity fund, the payment may be delayed for up to seven business days to
ensure that your previous investment has cleared.
MINIMUM INVESTMENTS 
TO OPEN AN ACCOUNT  $2,500
For Fidelity retirement accounts  $500
TO ADD TO AN ACCOUNT  $250
For Fidelity retirement accounts $250
Through automatic investment plans $100
MINIMUM BALANCE $1,000
For Fidelity retirement accounts $500
 
<TABLE>
<CAPTION>
<S>                                   <C>                        <C>                         
                                      TO OPEN AN ACCOUNT         TO ADD TO AN ACCOUNT        
 
Phone 1-800-544-777 (phone_graphic)   Exchange from another      Exchange from another       
                                      Fidelity fund account      Fidelity fund account       
                                      with the same              with the same               
                                      registration, including    registration, including     
                                      name, address, and         name, address, and          
                                      taxpayer ID number.        taxpayer ID number.         
                                                                 Use Fidelity Money Line     
                                                                 to transfer from your       
                                                                 bank account. Call          
                                                                 before your first use to    
                                                                 verify that this service    
                                                                 is in place on your         
                                                                 account. Maximum            
                                                                 Money Line: $50,000.        
 
</TABLE>
 
Mail (mail_graphic)   Complete and sign the     Make your check            
                      application. Make your    payable to the complete    
                      check payable to the      name of the fund.          
                      complete name of the      Indicate your fund         
                      fund of your choice.      account number on          
                      Mail to the address       your check and mail to     
                      indicated on the          the address printed on     
                      application.              your account statement.    
                                                Exchange by mail: call     
                                                1-800-544-6666 for         
                                                instructions.              
 
 
<TABLE>
<CAPTION>
<S>                        <C>                        <C>                          
In Person (hand_graphic)   Bring your application     Bring your check to a        
                           and check to a Fidelity    Fidelity Investor Center.    
                           Investor Center. Call      Call 1-800-544-9797 for      
                           1-800-544-9797 for the     the center nearest you.      
                           center nearest you.                                     
 
</TABLE>
 
Wire (wire_graphic)   Call 1-800-544-7777 to      Not available for       
                      set up your account         retirement accounts.    
                      and to arrange a wire       Wire to:                
                      transaction. Not            Bankers Trust           
                      available for retirement    Company,                
                      accounts.                   Bank Routing            
                      Wire within 24 hours to:    #021001033,             
                      Bankers Trust               Account #00163053.      
                      Company,                    Specify the complete    
                      Bank Routing                name of the fund and    
                      #021001033,                 include your account    
                      Account #00163053.          number and your         
                      Specify the complete        name.                   
                      name of the fund and                                
                      include your new                                    
                      account number and                                  
                      your name.                                          
 
 
<TABLE>
<CAPTION>
<S>                                 <C>              <C>                       
Automatically (automatic_graphic)   Not available.   Use Fidelity Automatic    
                                                     Account Builder. Sign     
                                                     up for this service       
                                                     when opening your         
                                                     account, or call          
                                                     1-800-544-6666 to add     
                                                     it.                       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
HOW TO SELL SHARES 
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares. Your shares will be sold at
the next share price calculated after your order is received and accepted.
Share price is normally calculated at 4 p.m. Eastern time. 
TO SELL SHARES IN A NON-RETIREMENT ACCOUNT, you may use any of the methods
described on these two pages. 
TO SELL SHARES IN A FIDELITY RETIREMENT ACCOUNT, your request must be made
in writing, except for exchanges to other Fidelity funds, which can be
requested by phone or in writing. Call 1-800-544-6666 for a retirement
distribution form. 
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least $1,000
worth of shares in the account to keep it open ($500 for retirement
accounts). 
TO SELL SHARES BY BANK WIRE OR FIDELITY MONEY LINE, you will need to sign
up for these services in advance. 
CERTAIN REQUESTS MUST INCLUDE A SIGNATURE GUARANTEE. It is designed to
protect you and Fidelity from fraud. Your request must be made in writing
and include a signature guarantee if any of the following situations apply: 
(bullet)  You wish to redeem more than $100,000 worth of shares, 
(bullet)  Your account registration has changed within the last 30 days,
(bullet)  The check is being mailed to a different address than the one on
your account (record address), 
(bullet)  The check is being made payable to someone other than the account
owner, or 
(bullet)  The redemption proceeds are being transferred to a Fidelity
account with a different registration. 
You should be able to obtain a signature guarantee from a bank, broker
(including Fidelity Investor Centers), dealer, credit union (if authorized
under state law), securities exchange or association, clearing agency, or
savings association. A notary public cannot provide a signature guarantee. 
SELLING SHARES IN WRITING 
Write a "letter of instruction" with: 
(bullet)  Your name, 
(bullet)  The fund's name, 
(bullet)  Your fund account number, 
(bullet)  The dollar amount or number of shares to be redeemed, and 
(bullet)  Any other applicable requirements listed in the table at right. 
Unless otherwise instructed, Fidelity will send a check to the record
address. Deliver your letter to a Fidelity Investor Center, or mail it to: 
Fidelity Investments
P.O. Box 660602
Dallas, TX  75266-0602 
      ACCOUNT TYPE   SPECIAL REQUIREMENTS   
 
 
<TABLE>
<CAPTION>
<S>                                              <C>                   <C>                                         
Phone 1-800-544-777 (phone_graphic)              All account types     (bullet)  Maximum check request:            
                                                 except retirement     $100,000.                                   
                                                                       (bullet)  For Money Line transfers to       
                                                 All account types     your bank account; minimum:                 
                                                                       $10; maximum: $100,000.                     
                                                                       (bullet)  You may exchange to other         
                                                                       Fidelity funds if both                      
                                                                       accounts are registered with                
                                                                       the same name(s), address,                  
                                                                       and taxpayer ID number.                     
 
Mail or in Person (mail_graphic)(hand_graphic)   Individual, Joint     (bullet)  The letter of instruction must    
                                                 Tenant,               be signed by all persons                    
                                                 Sole Proprietorship   required to sign for                        
                                                 , UGMA, UTMA          transactions, exactly as their              
                                                 Retirement account    names appear on the                         
                                                                       account.                                    
                                                                       (bullet)  The account owner should          
                                                 Trust                 complete a retirement                       
                                                                       distribution form. Call                     
                                                                       1-800-544-6666 to request                   
                                                                       one.                                        
                                                 Business or           (bullet)  The trustee must sign the         
                                                 Organization          letter indicating capacity as               
                                                                       trustee. If the trustee's name              
                                                                       is not in the account                       
                                                                       registration, provide a copy of             
                                                                       the trust document certified                
                                                 Executor,             within the last 60 days.                    
                                                 Administrator,        (bullet)  At least one person               
                                                 Conservator,          authorized by corporate                     
                                                 Guardian              resolution to act on the                    
                                                                       account must sign the letter.               
                                                                       (bullet)  Include a corporate               
                                                                       resolution with corporate seal              
                                                                       or a signature guarantee.                   
                                                                       (bullet)  Call 1-800-544-6666 for           
                                                                       instructions.                               
 
Wire (wire_graphic)                              All account types     (bullet)  You must sign up for the wire     
                                                 except retirement     feature before using it. To                 
                                                                       verify that it is in place, call            
                                                                       1-800-544-6666. Minimum                     
                                                                       wire: $5,000.                               
                                                                       (bullet)  Your wire redemption request      
                                                                       must be received by Fidelity                
                                                                       before 4 p.m. Eastern time                  
                                                                       for money to be wired on the                
                                                                       next business day.                          
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>   <C>   
(tdd_graphic) TDD - Service for the Deaf and Hearing Impaired: 1-800-544-0118               
 
</TABLE>
 
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your account.
INFORMATION SERVICES
FIDELITY'S TELEPHONE REPRESENTATIVES are available 24 hours a day, 365 days
a year. Whenever you call, you can speak with someone equipped to provide
the information or service you need.
24-HOUR SERVICE
ACCOUNT ASSISTANCE
1-800-544-6666
ACCOUNT BALANCES
1-800-544-7544
ACCOUNT TRANSACTIONS
1-800-544-7777
PRODUCT INFORMATION
1-800-544-8888
QUOTES
1-800-544-8544
RETIREMENT ACCOUNT 
ASSISTANCE
1-800-544-4774
 AUTOMATED SERVICE
(checkmark)
STATEMENTS AND REPORTS that Fidelity sends to you include the following:
(bullet)  Confirmation statements (after every transaction, except
reinvestments, that affects your account balance or your account
registration)
(bullet)  Account statements (quarterly)
(bullet)  Financial reports (every six months)
To reduce expenses, only one copy of most financial reports will be mailed
to your household, even if you have more than one account in the fund. Call
1-800-544-6666 if you need copies of financial reports or historical
account information.
TRANSACTION SERVICES 
EXCHANGE PRIVILEGE. You may sell your fund shares and buy shares of other
Fidelity funds by telephone or in writing.
Note that exchanges out of a fund are limited to four per calendar year,
and that they may have tax consequences for you. For details on policies
and restrictions governing exchanges, including circumstances under which a
shareholder's exchange privilege may be suspended or revoked, see page .
SYSTEMATIC WITHDRAWAL PLANS let you set up periodic redemptions from your
account.
FIDELITY MONEY LINE(Registered trademark) enables you to transfer money by
phone between your bank account and your fund account. Most transfers are
complete within three business days of your call.
REGULAR INVESTMENT PLANS
One easy way to pursue your financial goals is to invest money regularly.
Fidelity offers convenient services that let you transfer money into your
fund account, or between fund accounts, automatically. While regular
investment plans do not guarantee a profit and will not protect you against
loss in a declining market, they can be an excellent way to invest for
retirement, a home, educational expenses, and other long-term financial
goals. Certain restrictions apply for retirement accounts. Call
1-800-544-6666 for more information.
REGULAR INVESTMENT PLANS               
 
FIDELITY AUTOMATIC ACCOUNT BUILDERSM                                  
TO MOVE MONEY FROM YOUR BANK ACCOUNT TO A FIDELITY FUND               
 
MINIMUM   FREQUENCY     SETTING UP OR CHANGING                            
$100      Monthly or    (bullet)  For a new account, complete the         
          quarterly     appropriate section on the fund                   
                        application.                                      
                        (bullet)  For existing accounts, call             
                        1-800-544-6666 for an application.                
                        (bullet)  To change the amount or frequency of    
                        your investment, call 1-800-544-6666 at           
                        least three business days prior to your           
                        next scheduled investment date.                   
 
 
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<CAPTION>
<S>                                                                                 <C>   <C>   
DIRECT DEPOSIT                                                                                  
TO SEND ALL OR A PORTION OF YOUR PAYCHECK OR GOVERNMENT CHECK TO A FIDELITY FUNDA               
 
</TABLE>
 
MINIMUM   FREQUENCY    SETTING UP OR CHANGING                             
$100      Every pay    (bullet)  Check the appropriate box on the fund    
          period       application, or call 1-800-544-6666 for an         
                       authorization form.                                
                       (bullet)  Changes require a new authorization      
                       form.                                              
 
 
<TABLE>
<CAPTION>
<S>                                                                        <C>   <C>   
FIDELITY AUTOMATIC EXCHANGE SERVICE                                                    
TO MOVE MONEY FROM A FIDELITY MONEY MARKET FUND TO ANOTHER FIDELITY FUND               
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>       <C>              <C>                                                  
MINIMUM   FREQUENCY        SETTING UP OR CHANGING                               
$100      Monthly,         (bullet)  To establish, call 1-800-544-6666 after    
          bimonthly,       both accounts are opened.                            
          quarterly, or    (bullet)  To change the amount or frequency of       
          annually         your investment, call 1-800-544-6666.                
 
</TABLE>
 
A BECAUSE THEIR SHARE PRICES FLUCTUATE, THESE FUNDS MAY NOT BE APPROPRIATE
CHOICES FOR DIRECT DEPOSIT OF YOUR ENTIRE CHECK.
SHAREHOLDER AND ACCOUNT POLICIES
 
 
DIVIDENDS, CAPITAL GAINS, AND TAXES 
Each fund distributes substantially all of its net income and capital gains
to shareholders each year. Normally, dividends are distributed in March,
June, September, and December. Capital gains are distributed in September
and December.
DISTRIBUTION OPTIONS 
When you open an account, specify on your application how you want to
receive your distributions. If the option you prefer is not listed on the
application, call 1-800-544-6666 for instructions. Each fund offers four
options: 
9. REINVESTMENT OPTION. Your dividend and capital gain distributions will
be automatically reinvested in additional shares of the fund. If you do not
indicate a choice on your application, you will be assigned this option. 
10. INCOME-EARNED OPTION. Your capital gain distributions will be
automatically reinvested, but you will be sent a check for each dividend
distribution.
11. CASH OPTION. You will be sent a check for your dividend and capital
gain distributions. 
12. DIRECTED DIVIDENDS(Registered trademark) OPTION. Your dividend and
capital gain distributions will be automatically invested in another
identically registered Fidelity fund.
FOR RETIREMENT ACCOUNTS, all distributions are automatically reinvested.
When you are over 59 years old, you can receive distributions in cash. 
When a fund deducts a distribution from its NAV, the reinvestment price is
the fund's NAV at the close of business that day. Cash distribution checks
will be mailed within seven days.
UNDERSTANDING
DISTRIBUTIONS
As a fund shareholder, you 
are entitled to your share of 
the fund's net income and 
gains on its investments. The 
fund passes its earnings 
along to its investors as 
DISTRIBUTIONS.
Each fund earns dividends 
from stocks and interest from 
bond, money market, and 
other investments. These are 
passed along as DIVIDEND 
DISTRIBUTIONS. The fund 
realizes capital gains 
whenever it sells securities 
for a higher price than it paid 
for them. These are passed 
along as CAPITAL GAIN 
DISTRIBUTIONS.
(checkmark)
TAXES 
As with any investment, you should consider how your investment in a fund
will be taxed. If your account is not a tax-deferred retirement account,
you should be aware of these tax implications. 
TAXES ON DISTRIBUTIONS. Distributions are subject to federal income tax,
and may also be subject to state or local taxes. If you live outside the
United States, your distributions could also be taxed by the country in
which you reside. Your distributions are taxable when they are paid,
whether you take them in cash or reinvest them. However, distributions
declared in December and paid in January are taxable as if they were paid
on December 31. 
For federal tax purposes, each fund's income and short-term capital gain
distributions are taxed as dividends; long-term capital gain distributions
are taxed as long-term capital gains. Every January, Fidelity will send you
and the IRS a statement showing the taxable distributions paid to you in
the previous year.
TAXES ON TRANSACTIONS. Your redemptions - including exchanges to other
Fidelity funds - are subject to capital gains tax. A capital gain or loss
is the difference between the cost of your shares and the price you receive
when you sell them. 
Whenever you sell shares of a fund, Fidelity will send you a confirmation
statement showing how many shares you sold and at what price. You will also
receive a consolidated transaction statement every January. However, it is
up to you or your tax preparer to determine whether this sale resulted in a
capital gain and, if so, the amount of tax to be paid. Be sure to keep your
regular account statements; the information they contain will be essential
in calculating the amount of your capital gains. 
"BUYING A DIVIDEND." If you buy shares just before a fund deducts a
distribution from its NAV, you will pay the full price for the shares and
then receive a portion of the price back in the form of a taxable
distribution.
CURRENCY CONSIDERATIONS. If a fund's dividends exceed its taxable income in
any year, which is sometimes the result of currency-related losses, all or
a portion of the fund's dividends may be treated as a return of capital to
shareholders for tax purposes. To minimize the risk of a return of capital,
the funds may adjust their dividends to take currency fluctuations into
account, which may cause the dividends to vary. Any return of capital will
reduce the cost basis of your shares, which will result in a higher
reported capital gain or a lower reported capital loss when you sell your
shares. The statement you receive in January will specify if any
distributions included a return of capital.
EFFECT OF FOREIGN TAXES. A fund sometimes pays withholding or other taxes
to foreign governments during the year. These taxes reduce the fund's
dividends, but are included in the taxable income reported on your tax
statement. You may be able to claim an offsetting tax credit or itemized
deduction for foreign taxes paid by the fund. Your tax statement will
generally show the amount of foreign tax for which a credit or deduction
may be available.
There are tax requirements that all funds must follow in order to avoid
federal taxation. In its effort to adhere to these requirements, a fund may
have to limit its investment activity in some types of instruments.
TRANSACTION DETAILS 
THE FUNDS ARE OPEN FOR BUSINESS each day the New York Stock Exchange (NYSE)
is open. Fidelity normally calculates each fund's NAV as of the close of
business of the NYSE, normally 4 p.m. Eastern time.
EACH FUND'S NAV is the value of a single share. The NAV is computed by
adding the value of the fund's investments, cash, and other assets,
subtracting its liabilities, and then dividing the result by the number of
shares outstanding. 
Each fund's assets are valued primarily on the basis of market quotations.
If quotations are not readily available, assets are valued by a method that
the Board of Trustees believes accurately reflects fair value. Foreign
securities are valued on the basis of quotations from the primary market in
which they are traded, and are translated from the local currency into U.S.
dollars using current exchange rates.
EACH FUND'S OFFERING PRICE (price to buy one share) and REDEMPTION PRICE
(price to sell one share) are its NAV. 
WHEN YOU SIGN YOUR ACCOUNT APPLICATION, you will be asked to certify that
your Social Security or taxpayer identification number is correct and that
you are not subject to 31% backup withholding for failing to report income
to the IRS. If you violate IRS regulations, the IRS can require a fund to
withhold 31% of your taxable distributions and redemptions. 
YOU MAY INITIATE MANY TRANSACTIONS BY TELEPHONE. Note that Fidelity will
not be responsible for any losses resulting from unauthorized transactions
if it follows reasonable procedures designed to verify the identity of the
caller. Fidelity will request personalized security codes or other
information, and may also record calls. You should verify the accuracy of
your confirmation statements immediately after you receive them. If you do
not want the ability to redeem and exchange by telephone, call Fidelity for
instructions.
IF YOU ARE UNABLE TO REACH FIDELITY BY PHONE (for example, during periods
of unusual market activity), consider placing your order by mail or by
visiting a Fidelity Investor Center. 
EACH FUND RESERVES THE RIGHT TO SUSPEND THE OFFERING OF SHARES for a period
of time. Each fund also reserves the right to reject any specific purchase
order, including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they would
disrupt management of a fund. 
WHEN YOU PLACE AN ORDER TO BUY SHARES, your order will be processed at the
next offering price calculated after your order is received and accepted.
Note the following: 
(bullet)  All of your purchases must be made in U.S. dollars and checks
must be drawn on U.S. banks. 
(bullet)  Fidelity does not accept cash. 
(bullet)  When making a purchase with more than one check, each check must
have a value of at least $50. 
(bullet)  Each fund reserves the right to limit the number of checks
processed at one time.
(bullet)  If your check does not clear, your purchase will be cancelled and
you could be liable for any losses or fees a fund or its transfer agent has
incurred. 
TO AVOID THE COLLECTION PERIOD associated with check and Money Line
purchases, consider buying shares by bank wire, U.S. Postal money order,
U.S. Treasury check, Federal Reserve check, or direct deposit instead. 
YOU MAY BUY OR SELL SHARES OF THE FUNDS THROUGH A BROKER, who may charge
you a fee for this service. If you invest through a broker or other
institution, read its program materials for any additional service features
or fees that may apply. 
CERTAIN FINANCIAL INSTITUTIONS that have entered into sales agreements with
FDC may enter confirmed purchase orders on behalf of customers by phone,
with payment to follow no later than the time when a fund is priced on the
following business day. If payment is not received by that time, the
financial institution could be held liable for resulting fees or losses.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at the
next NAV calculated after your request is received and accepted. Note the
following: 
(bullet)  Normally, redemption proceeds will be mailed to you on the next
business day, but if making immediate payment could adversely affect a
fund, it may take up to seven days to pay you. 
(bullet)  Fidelity Money Line redemptions generally will be credited to
your bank account on the second or third business day after your phone
call.
(bullet)  Each fund may hold payment on redemptions until it is reasonably
satisfied that investments made by check or Fidelity Money Line have been
collected, which can take up to seven business days.
(bullet)  Redemptions may be suspended or payment dates postponed when the
NYSE is closed (other than weekends or holidays), when trading on the NYSE
is restricted, or as permitted by the SEC.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000, you will be given 30 days'
notice to reestablish the minimum balance. If you do not increase your
balance, Fidelity reserves the right to close your account and send the
proceeds to you. Your shares will be redeemed at the NAV on the day your
account is closed. 
FIDELITY MAY CHARGE A FEE FOR SPECIAL SERVICES, such as providing
historical account documents, that are beyond the normal scope of its
services. 
FDC may, at its own expense, provide promotional incentives to qualified
recipients who support the sale of shares of the funds without
reimbursement from the funds. Qualified recipients are securities dealers
who have sold fund shares or others, including banks and other financial
institutions, under special arrangements in connection with FDC's sales
activities. In some instances, these incentives may be offered only to
certain institutions whose representatives provide services in connection
with the sale or expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder, you have the privilege of exchanging shares of a fund for
shares of other Fidelity funds. However, you should note the following:
(bullet)  The fund you are exchanging into must be registered for sale in
your state.
(bullet)  You may only exchange between accounts that are registered in the
same name, address, and taxpayer identification number.
(bullet)  Before exchanging into a fund, read its prospectus.
(bullet)  If you exchange into a fund with a sales charge, you pay the
percentage-point difference between that fund's sales charge and any sales
charge you have previously paid in connection with the shares you are
exchanging. For example, if you had already paid a sales charge of 2% on
your shares and you exchange them into a fund with a 3% sales charge, you
would pay an additional 1% sales charge.
(bullet)  Exchanges may have tax consequences for you.
(bullet)  Because excessive trading can hurt fund performance and
shareholders, each fund reserves the right to temporarily or permanently
terminate the exchange privilege of any investor who makes more than [four]
exchanges out of the fund per calendar year. Accounts under common
ownership or control, including accounts with the same taxpayer
identification number, will be counted together for purposes of the four
exchange limit.
(bullet)  The exchange limit may be modified for accounts in certain
institutional retirement plans to conform to plan exchange limits and
Department of Labor regulations. See your plan materials for further
information.
(bullet)  Each fund reserves the right to refuse exchange purchases by any
person or group if, in FMR's judgment, the fund would be unable to invest
the money effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
(bullet)  Your exchanges may be restricted or refused if a fund receives or
anticipates simultaneous orders affecting significant portions of the
fund's assets. In particular, a pattern of exchanges that coincide with a
"market timing" strategy may be disruptive to a fund.
Although the funds will attempt to give you prior notice whenever they are
reasonably able to do so, they may impose these restrictions at any time.
The funds reserve the right to terminate or modify the exchange privilege
in the future. 
OTHER FUNDS MAY HAVE DIFFERENT EXCHANGE RESTRICTIONS, and may impose
administrative fees of up to $7.50 and redemption fees of up to 1.50% on
exchanges. Check each fund's prospectus for details.
 
 
FIDELITY BALANCED FUND
FIDELITY GLOBAL BALANCED FUND
FUNDS OF FIDELITY PURITAN TRUST
STATEMENT OF ADDITIONAL INFORMATION
   SEPTEMBER 23, 1994    
This Statement is not a prospectus but should be read in conjunction with
the funds' current Prospectus (dated September 2   3    , 1994). Please
retain this document for future reference.    The     funds   '    
financial statements and financial highlights, included in the Annual
Report   s     for the fiscal year ended July 31, 1994   ,     are
incorporated herein by reference. To obtain an additional copy of the
Prospectus or    an     Annual Report, please call Fidelity Distributors
Corporation at 1-800-544-8888.
TABLE OF CONTENTS PAGE
Investment Policies and Limitations 
Special Considerations Affecting Europe 
Special Considerations Affecting the Pacific Basin 
   Special Considerations Affecting Canada     
Special Considerations Affecting Latin America 
   Special Considerations Affecting Africa     
Portfolio Transactions 
Valuation of Portfolio Securities 
Performance 
Additional Purchase and Redemption Information 
Distributions and Taxes 
FMR 
Trustees and Officers 
Management Contracts 
Distribution and Service Plan   s     
Contracts With Companies Affiliated With FMR 
Description of the Trust 
Financial Statements 
Appendix 
INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISERS
Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
Fidelity Management & Research (Far East) Inc. (FMR Far East)
Fidelity Investments Japan Ltd. (FIJ) (Global Balanced Fund only)
Fidelity International Investment Advisors (FIIA) (Global Balanced Fund
only) 
Fidelity International Investment Advisors (U.K.) Limited (FIIAL U.K.)
(Global Balanced Fund only)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT
Fidelity Service Co. (FSC)
BAL/GBL-ptb-994
INVESTMENT POLICIES AND LIMITATIONS
The following policies and limitations supplement those set forth in the
Prospectus. Unless otherwise noted, whenever an investment policy or
limitation states a maximum percentage of a fund's assets that may be
invested in any security or other asset, or sets forth a policy regarding
quality standards, such standard or percentage limitation will be
determined immediately after and as a result of the fund's acquisition of
such security or other asset. Accordingly, any subsequent change in values,
net assets, or other circumstances will not be considered when determining
whether the investment complies with the fund's investment policies and
limitations.
Each fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940) of the fund.
   However, except for the fundamental investment limitations set forth
below, the investment policies and limitations described in this Statement
of Additional Information are not fundamental and may be changed without
shareholder approval.    
INVESTMENT LIMITATIONS OF BALANCED FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
   (1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed by the
U.S. government or any its agencies or instrumentalities) if, as a result,
(a) more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;    
   (2) issue senior securities, except as permitted under the Investment
Company Act of 1940;    
   (3)     borrow money, except that the fund may borrow money for
temporary or emergency purposes (not for leveraging or investment) in an
amount not exceeding 33 1/3% of its total assets (including the amount
borrowed) less liabilities (other than borrowings). Any borrowings that
come to exceed this amount will be reduced within    three        days (not
including Sundays and holidays)     to the extent necessary to comply with
the 33 1/3% limitation;
   (4)     underwrite securities issued by others, except to the extent
that the fund may be deemed to be an underwriter in the disposition of
restricted securities;
   (5)     purchase any security if, as a result, more than 25% of its
total assets would be invested in the securities of companies having their
principal business activities in the same industry, (this limitation does
not apply to securities issued or guaranteed by the United States
government or its agencies or instrumentalities);
(6) purchase or sell real estate    unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from investing in securities or other instruments backed by real
estate or securities of companies engaged in the real estate business)    ;
   (7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or    
   (8)     lend any security or make any other loan if, as a result, more
than 33 1/3% of    its     total assets would be lent to other parties,
   but this limitation does not apply to purchases of debt securities or to
repurchase agreements.    
   (9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the same
fundamental investment objectives, policies, and limitations as the
fund.    
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
   (i) The fund does not currently intend to sell securities short, unless
it owns or has the right to obtain securities equivalent in kind and amount
to the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.    
   (ii) The fund does not currently intend to purchase securities on
margin, except that the fund may obtain such short-term credits as are
necessary for the clearance of transactions, and provided that margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.    
   (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 fund will not purchase any security while borrowings
representing more than 5% of its total assets are outstanding. The fund
will not borrow from other funds advised by FMR or its affiliates if total
outstanding borrowings immediately after such borrowing would exceed 15% of
the fund's total assets.
   (iv)     The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to legal
or contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
   (v)     The fund does not currently intend to invest in    interests    
of real estate investment trusts that are not readily marketable, or to
invest in    interest    s of real estate limited partnerships that are not
listed on the New York Stock Exchange or the American Stock Exchange or
traded on the NASDAQ National Market System.
   (vi)     The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% 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.)
   (vii)     The fund does not currently intend to (a) purchase securities
of other investment companies, except    i    n the open market where no
commission except the ordinary broker's commission is paid, or (b) purchase
or retain securities issued by other open-end investment companies.
Limitations (a) and (b) do not apply to securities received as dividends,
through offers of exchange, or as a result of a reorganization,
consolidation, or merger.
   (viii    ) The fund does not currently intend to purchase warrants,
valued at the lower of cost or market, in excess of 5% of the fund's net
assets. Included in that amount, but not to exceed 2% of the fund's net
assets, may be warrants that are not listed on the New York Stock Exchange
or the American Stock Exchange. Warrants acquired by the fund in units or
attached to securities are not subject to these restrictions.
   (ix)     The fund does not currently intend to invest in oil, gas, or
other mineral exploration or development programs or leases.
   (x) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company with
substantially the same fundamental investment objectives, policies, and
limitations as the fund.    
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page 9.
INVESTMENT LIMITATIONS OF GLOBAL BALANCED FUND
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET FORTH
IN THEIR ENTIRETY. THE FUND MAY NOT:
(1) with respect to 75% of the fund's total assets, purchase the securities
of any issuer (other than securities issued or guaranteed by the U.S.
government or any of its agencies or instrumentalities) if, as a result,
(a) more than 5% of the fund's total assets would be invested in the
securities of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings). Any borrowings that come to exceed
this amount will be reduced within three days (not including Sundays and
holidays) to the extent necessary to comply with the 33 1/3% limitation;
(4) underwrite securities issued by others, except to the extent that the
fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities;
(5) purchase the securities of any issuer (other than securities issued or
guaranteed by the U.S. government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose principal
business activities are in the same industry;
(6) purchase or sell real estate unless acquired as a result of ownership
of securities or other instruments (but this shall not prevent the fund
from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business); 
(7) purchase or sell physical commodities unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities); or
(8) lend any security or make any other loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this
limitation does not apply to purchases of debt securities or to repurchase
agreements. 
   (9) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the same
fundamental investment objectives, policies, and limitations as the
fund.    
THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.
(i) The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount to
the securities sold short, and provided that transactions in futures
contracts and options are not deemed to constitute selling securities
short.
(ii) The fund does not currently intend to purchase securities on margin,
except that the fund may obtain such short-term credits as are necessary
for the clearance of transactions, and provided that margin payments in
connection with futures contracts and options on futures contracts shall
not constitute purchasing securities on margin.
(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 fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding. The fund will not borrow from other funds
advised by FMR or its affiliates if total outstanding borrowings
immediately after such borrowing would exceed 15% of the fund's total
assets.
(iv) The fund does not currently intend to purchase any security if, as a
result, more than 15% of its net assets would be invested in securities
that are deemed to be illiquid because they are subject to legal or
contractual restrictions on resale or because they cannot be sold or
disposed of in the ordinary course of business at approximately the prices
at which they are valued.
(v) The fund does not currently intend to invest in    interest    s of
real estate investment trusts that are not readily marketable, or to invest
in    interest    s of real estate limited partnerships that are not listed
on the New York Stock Exchange or the American Stock Exchange or traded on
the NASDAQ National Market System.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 5% 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.)
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply to securities received as dividends, through offers of
exchange, or as a result of a reorganization, consolidation, or merger.
(viii) The fund does not currently intend to purchase the securities of any
issuer (other than securities issued or guaranteed by domestic or foreign
governments or political subdivisions thereof) if, as a result, more than
5% of its total assets would be invested in the securities of business
enterprises that, including predecessors, have a record of less than three
years of continuous operation.
(ix) The fund does not currently intend to purchase warrants, valued at the
lower of cost or market, in excess of 10% of the fund's net assets.
Included in that amount, but not to exceed 2% of net assets, are warrants
whose underlying securities are not traded on principal domestic or foreign
exchanges. Warrants acquired by the fund in units or attached to securities
are not subject to these restrictions.
(x) The fund does not currently intend to invest in oil, gas, or other
mineral exploration or development programs or leases.
   (xi) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company with
substantially the same fundamental investment objectives, policies, and
limitations as the fund.    
For the fund's limitations on futures and options transactions, see the
section entitled "Limitations on Futures and Options Transactions"
beginning on page 9.
       AFFILIATED BANK TRANSACTIONS.    A fund may engage in transactions
with financial institutions that are, or may be considered to be,
"affiliated persons" of the fund under the Investment Company Act of 1940.
These transactions may include repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50 largest
U.S. banks (measured by deposits); municipal securities; U.S. government
securities with affiliated financial institutions that are primary dealers
in these securities; short-term currency transactions; and short-term
borrowings. In accordance with exemptive orders issued by the Securities
and Exchange Commission, the Board of Trustees has established and
periodically reviews procedures applicable to transactions involving
affiliated financial institutions.    
FUNDS' RIGHTS AS A SHAREHOLDER. The funds do not intend to direct or
administer the day-to-day operations of any company. Each fund, however,
may exercise its rights as a shareholder and may communicate its views on
important matters of policy to management, the Board of Directors, and
shareholders of a company when FMR determines that such matters could have
a significant effect on the value of the fund's investment in the company.
The activities that the fund may engage in, either individually or in
conjunction with others, may include, among others, supporting or opposing
proposed changes in a company's corporate structure or business activities;
seeking changes in a company's directors or management; seeking changes in
company's direction or policies; seeking the sale or reorganization of the
company or a portion of its assets; or supporting or opposing third party
takeover efforts. This area of corporate activity is increasingly prone to
litigation and it is possible that either fund could be involved in
lawsuits related to such activities. FMR will monitor such activities with
a view to mitigating, to the extent possible, the risk of litigation
against a fund and the risk of actual liability if a fund is involved in
litigation. No guarantee can be made, however, that litigation against a
fund will not be undertaken or liabilities incurred.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed of in
the ordinary course of business at approximately the prices at which they
are valued. Under the supervision of the Board of Trustees, FMR determines
the liquidity of the funds' investments and, through reports from FMR, the
Board monitors investments in illiquid instruments. In determining the
liquidity of a fund's investments, FMR may consider various factors,
including (1) the frequency of trades and quotations, (2) the number of
dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for
trades (including the ability to assign or offset a fund's rights and
obligations relating to the investment). 
   Investments currently considered by a fund to be illiquid include
repurchase agreements not entitling the holder to payment of principal and
interest within seven days, over-the-counter options, and non-government
stripped fixed-rate mortgage-backed securities. Also, FMR may determine
some restricted securities, government-stripped fixed-rate mortgage-backed
securities, loans and other direct debt instruments, emerging markets
securities, and swap agreements to be illiquid. However, with respect to
over-the-counter options a fund writes, all or a portion of the value of
the underlying instrument may be illiquid depending on the assets held to
cover the option and the nature and terms of any agreement a fund may have
to close out the option before expiration.     
   In the absence of market quotations, illiquid investments are priced at
fair value as determined in good faith by a committee appointed by the
Board of Trustees. If through a change in values, net assets, or other
circumstances, Global Balanced Fund were in a position where more than 15%
of its net assets were invested in illiquid securities, or Balanced Fund
were in a position where more than 10% of its net assets were invested in
illiquid securities, that fund would seek to take appropriate steps to
protect liquidity.    
RESTRICTED SECURITIES generally can be sold in privately negotiated
transactions, pursuant to an exemption from registration under the
Securities Act of 1933, or in a registered public offering. Where
registration is required, a fund may be obligated to pay all or part of the
registration expense and a considerable period may elapse between the time
it decides to seek registration and the time a fund may be permitted to
sell a security under an effective registration statement. If, during such
a period, adverse market conditions were to develop, a fund might obtain a
less favorable price than prevailed when it decided to seek registration of
the security.
LOANS AND OTHER DIRECT DEBT INSTRUMENTS. Direct debt instruments are
interests in amounts owed by a corporate, governmental, or other borrower
to lenders or lending syndicates (loans and loan participations), to
suppliers of goods or services (trade claims or other receivables), or to
other parties. Direct debt instruments are subject to each fund's policies
regarding the quality of debt securities.
Purchasers of loans and other forms of direct indebtedness depend primarily
upon the creditworthiness of the borrower for payment of principal and
interest. Direct debt instruments may not be rated by any nationally
recognized rating service. If a fund does not receive scheduled interest or
principal payments on such indebtedness, the fund's share price and yield
could be adversely affected. Loans that are fully secured offer a fund more
protections than an unsecured loan in the event of non-payment of scheduled
interest or principal. However, there is no assurance that the liquidation
of collateral from a secured loan would satisfy the borrower's obligation,
or that the collateral could be liquidated. Indebtedness of borrowers whose
creditworthiness is poor involves substantially greater risks, and may be
highly speculative. Borrowers that are in bankruptcy or restructuring may
never pay off their indebtedness, or may pay only a small fraction of the
amount owed. Direct indebtedness of developing countries also involves a
risk that the governmental entities responsible for the repayment of the
debt may be unable, or unwilling, to pay interest and    repay
    principal when due.
Investments in loans through direct assignment of a financial institution's
interests with respect to a loan may involve additional risks to a fund.
For example, if a loan is foreclosed,    the     fund could become part
owner of any collateral, and would bear the costs and liabilities
associated with owning and disposing of the collateral. In addition, it is
conceivable that under emerging legal theories of lender liability, a fund
could be held liable as a co-lender. Direct debt instruments may also
involve a risk of insolvency of the lending bank or other intermediary.
Direct debt instruments that are not in the form of securities may offer
less legal protection to a fund in the event of fraud or misrepresentation.
In the absence of definitive regulatory guidance,    e    a   ch     fund
relies on FMR's research in an attempt to avoid situations where fraud or
misrepresentation could adversely affect    the     fund.
A loan is often administered by a bank or other financial institution that
acts as agent for all holders. The agent administers the terms of the loan,
as specified in the loan agreement. Unless, under the terms of the loan or
other indebtedness, a fund has direct recourse against the borrower, it may
have to rely on the agent to apply appropriate credit remedies against a
borrower. If assets held by the agent for the benefit of a fund were
determined to be subject to the claims of the agent's general creditors,
the fund might incur certain costs and delays in realizing payment on the
loan or loan participation and could suffer a loss of principal or
interest.
Direct indebtedness purchased by    each     fund may include letters of
credit, revolving credit facilities, or other standby financing commitments
obligating a fund to pay additional cash on demand. These commitments may
have the effect of requiring a fund to increase its investment in a
borrower at a time when it would not otherwise have done so, even if the
borrower's condition makes it unlikely that the amount will ever be repaid.
Each fund will set aside appropriate liquid assets in a segregated
custodial account to cover its potential obligations under standby
financing commitments.
Each fund limits the amount of total assets that it will invest in any one
issuer or in issuers within the same industry (see limitations    (1) and
(5) for each fund    ). For purposes of these limitations, a fund generally
will treat the borrower as the "issuer" of indebtedness held by    th    e
fund. In the case of loan participations where a bank or other lending
institution serves as financial intermediary between a fund and the
borrower, if the participation does not shift to a fund the direct
debtor-creditor relationship with the borrower, SEC interpretations require
the fund, in appropriate circumstances, to treat both the lending bank or
other lending institution and the borrower as "issuers" for these purposes.
Treating a financial intermediary as an issuer of indebtedness may restrict
a fund's ability to invest in indebtedness related to a single financial
intermediary, or a group of intermediaries engaged in the same industry,
even if the underlying borrowers represent many different companies and
industries.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund purchases a
security and simultaneously commits to resell that security to the seller
at an agreed upon price on an agreed upon date within a number of days from
the date of purchase. The resale price reflects the purchase price plus an
agreed upon incremental amount which is unrelated to the coupon rate or
maturity of the purchased security. A repurchase agreement involves the
obligation of the seller to pay the agreed upon price, which obligation is
in effect secured by the value (at least equal to the amount of the agreed
upon resale price and marked to market daily) of the underlying security.
Each fund may engage in a repurchase agreement with respect to any security
in which it is authorized to invest. While it does not presently appear
possible to eliminate all risks from these transactions (particularly the
possibility of a decline in the market value of the underlying securities,
as well as delays and costs to a fund in connection with bankruptcy
proceedings), it is each fund's current policy to limit repurchase
agreement transactions to those parties whose creditworthiness has been
reviewed and found satisfactory by FMR. 
Each fund may invest in repurchase agreements with foreign parties, or in
repurchase agreements based on securities denominated in foreign
currencies. Legal structures in foreign countries, including bankruptcy
laws, may offer less protection to an investor such as the funds, and
foreign repurchase agreements generally involve greater risks than
repurchase agreements in the U.S.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a fund
sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time. While a reverse repurchase agreement is
outstanding, a fund will maintain appropriate liquid assets in a segregated
custodial account to cover its obligation under the agreement. Each fund
will enter into reverse repurchase agreements only with parties whose
creditworthiness has been found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of a fund's assets and may be
viewed as a form of leverage.
       FOREIGN REPURCHASE AGREEMENTS.    Foreign repurchase agreements may
include agreements to purchase and sell foreign securities in exchange for
fixed U.S. dollar amounts, or in exchange for specified amounts of foreign
currency. Unlike typical U.S. repurchase agreements, foreign repurchase
agreements may not be fully collateralized at all times. The value of the
security purchased by a fund may be more or less than the price at which
the counterparty has agreed to repurchase the security. In the event of a
default by the counterparty, the fund may suffer a loss if the value of the
security purchased is less than the agreed-upon repurchase price, or if the
fund is unable to successfully assert a claim to the collateral under
foreign laws. As a result, foreign repurchase agreements may involve higher
credit risks than repurchase agreements in U.S. markets, as well as risks
associated with currency fluctuations. In addition, as with other emerging
market investments, repurchase agreements with counterparties located in
emerging markets or relating to emerging markets may involve issuers or
counterparties with lower credit ratings than typical U.S. repurchase
agreements.    
       INTERFUND BORROWING PROGRAM.    The funds have received permission
from the SEC to lend money to and borrow money from other funds advised by
FMR or its affiliates. Interfund loans and borrowings normally will extend
overnight, but can have a maximum duration of seven days. Loans may be
called on one day's notice. The funds will lend through the program only
when the returns are higher than those available at the same time from
other short-term instruments (such as repurchase agreements), and will
borrow through the program only when the costs are equal to or lower than
the cost of bank loans. The funds may have to borrow from a bank at a
higher interest rate if an interfund loan is called or not renewed. Any
delay in repayment to a lending fund could result in a lost investment
opportunity or additional borrowing costs.    
SECURITIES LENDING. Each fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI). FBSI is a member of the New York Stock Exchange and
a subsidiary of FMR Corp.
Securities lending allows a fund to retain ownership of the securities
loaned and, at the same time, to earn additional income. Since there may be
delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing. Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
FMR understands that it is the current view of the SEC Staff that a fund
may engage in loan transactions only under the following conditions: (1)
the fund must receive 100% collateral in the form of cash or cash
equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of
the collateral; (3) after giving notice, the fund must be able to terminate
the loan at any time; (4) the fund must receive reasonable interest on the
loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) the fund may pay only reasonable
custodian fees in connection with the loan; and (6) the Board of Trustees
must be able to vote proxies on the securities loaned, either by
terminating the loan or by entering into an alternative arrangement with
the borrower.
Cash received through loan transactions may be invested in any security in
which a fund is authorized to invest. Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
SWAP AGREEMENTS. Swap agreements can be individually negotiated and
structured to include exposure to a variety of different types of
investments or market factors. Depending on their structure, swap
agreements may increase or decrease a fund's exposure to long- or
short-term interest rates (in the U.S. or abroad), foreign currency values,
mortgage securities, corporate borrowing rates, or other factors such as
security prices or inflation rates. Swap agreements can take many different
forms and are known by a variety of names. A fund is not limited to any
particular form of swap agreement if FMR determines it is consistent with
the fund's investment objective and policies.
In a typical cap or floor agreement, one party agrees to make payments only
under specified circumstances, usually in return for payment of a fee by
the other party. For example, the buyer of an interest rate cap obtains the
right to receive payments to the extent that a specified interest rate
exceeds an agreed-upon level, while the seller of an interest rate floor is
obligated to make payments to the extent that a specified interest rate
falls below an agreed-upon level. An interest rate collar combines elements
of buying a cap and selling a floor.
Swap agreements will tend to shift a fund's investment exposure from one
type of investment to another. For example, if    the     fund agreed to
exchange payments in dollars for payments in foreign currency, the swap
agreement would tend to decrease the fund's exposure to U.S. interest rates
and increase its exposure to foreign currency and interest rates. Caps and
floors have an effect similar to buying or writing options. Depending on
how they are used, swap agreements may increase or decrease the overall
volatility of a fund's investments and its share price and yield.
The most significant factor in the performance of swap agreements is the
change in the specific interest rate, currency, or other factors that
determine the amounts of payments due to and from a fund. If a swap
agreement calls for payments by    the     fund, the fund must be prepared
to make such payments when due. In addition, if the counterparty's
creditworthiness declined, the value of a swap agreement would be likely to
decline, potentially resulting in losses. Each fund expects to be able to
eliminate its exposure under swap agreements either by assignment or other
disposition, or by entering into an offsetting swap agreement with the same
party or a similarly creditworthy party.
Each fund will maintain appropriate liquid assets in a segregated custodial
account to cover its current obligations under swap agreements. If a fund
enters into a swap agreement on a net basis, it will segregate assets with
a daily value at least equal to the excess, if any, of the fund's accrued
obligations under the swap agreement over the accrued amount the fund is
entitled to receive under the agreement. If a fund enters into a swap
agreement on other than a net basis, it will segregate assets with a value
equal to the full amount of the fund's accrued obligations under the
agreement.
INDEXED SECURITIES. Each fund may purchase securities whose prices are
indexed to the prices of other securities, securities indices, currencies,
precious metals or other commodities, or other financial indicators.
Indexed securities typically, but not always, are debt securities or
deposits whose value at maturity or coupon rate is determined by reference
to a specific instrument or statistic. Gold-indexed securities, for
example, typically provide for a maturity value that depends on the price
of gold, resulting in a security whose price tends to rise and fall
together with gold prices. Currency-indexed securities typically are
short-term to intermediate-term debt securities whose maturity values or
interest rates are determined by reference to the values of one or more
specified foreign currencies, and may offer higher yields than U.S.
dollar-denominated securities of equivalent issuers. Currency-indexed
securities may be positively or negatively indexed; that is, their maturity
value may increase when the specified currency value increases, resulting
in a security that performs similarly to a foreign-denominated instrument,
or their maturity value may decline when foreign currencies increase,
resulting in a security whose price characteristics are similar to a put on
the underlying currency. Currency-indexed securities may also have prices
that depend on the values of a number of different foreign currencies
relative to each other.
The performance of indexed securities depends to a great extent on the
performance of the security, currency, or other instrument to which they
are indexed, and may also be influenced by interest rate changes in the
U.S. and abroad. At the same time, indexed securities are subject to the
credit risks associated with the issuer of the security, and their values
may decline substantially if the issuer's creditworthiness deteriorates.
Recent issuers of indexed securities have included banks, corporations, and
certain U.S. government agencies. Indexed securities may be more volatile
than the underlying instruments.
WARRANTS. Warrants are securities that give a fund the right to purchase
equity securities from the issuer at a specific price (the strike price)
for a limited period of time. The strike price of warrants typically is
much lower than the current market price of the underlying securities, yet
they are subject to similar price fluctuations. As a result, warrants may
be more volatile investments than the underlying securities and may offer
greater potential for capital appreciation as well as capital loss.
Warrants do not entitle a holder to dividends or voting rights with respect
to the underlying securities and do not represent any rights in the assets
of the issuing company. Also, the value of the warrant does not necessarily
change with the value of the underlying securities and a warrant ceases to
have value if it is not exercised prior to the expiration date. These
factors can make warrants more speculative than other types of investments. 
LOWER-   QUALITY     DEBT SECURITIES.    While the market for high-yield
corporate debt securities has been in existence for many years and has
weathered previous economic downturns, the 1980s brought a dramatic
increase in the use of such securities to fund highly leveraged corporate
acquisitions and restructurings. Past experience may not provide an
accurate indication of the future performance of the high-yield bond
market, especially during periods of economic recession. In fact, from 1989
to 1991, the percentage of lower-quality securities that defaulted rose
significantly above prior levels, although the default rate decreased in
1992 and 1993.    
The market for lower-   quality     debt securities may be thinner and less
active than that for higher-   quality     debt securities, which can
adversely affect the prices at which the former are sold. If market
quotations are not available, lower-   quality     debt securities will be
valued in accordance with procedures established by the Board of Trustees,
including the use of outside pricing services. Judgment plays a greater
role in valuing high-yield corporate debt securities than is the case for
securities for which more external sources for quotations and last-sale
information are available. Adverse publicity and changing investor
perceptions may affect the ability of outside pricing services to value
lower-   quality     debt securities and the fund's ability to sell these
securities.
Since the risk of default is higher for lower-   quality     debt
securities, FMR's research and credit analysis are an especially important
part of managing securities of this type held by the fund. In considering
investments for the fund, FMR will attempt to identify those issuers of
high-yielding securities whose financial condition is adequate to meet
future obligations, has improved, or is expected to improve in the future.
FMR's analysis focuses on relative values based on such factors as interest
or dividend coverage, asset coverage, earnings prospects, and the
experience and managerial strength of the issuer.
The fund may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise to exercise its rights as a security holder
to seek to protect the interests of security holders if it determines this
to be in the best interest of the fund's shareholders.
   SOVEREIGN DEBT OBLIGATIONS. Each fund may purchase sovereign debt
instruments issued or guaranteed by foreign governments or their agencies,
including debt of Latin American nations or other developing countries.
Sovereign debt may be in the form of conventional securities or other types
of debt instruments such as loans or loan participations. Sovereign debt of
developing countries may involve a high degree of risk, and may be in
default or present the risk of default. Governmental entities responsible
for repayment of the debt may be unable or unwilling to repay principal and
interest when due, and may require renegotiation or rescheduling of debt
payments. In addition, prospects for repayment of principal and interest
may depend on political as well as economic factors. Although some
sovereign debt, such as Brady Bonds, is collateralized by U.S. government
securities, repayment of principal and interest is not guaranteed by the
U.S. government.    
FOREIGN SECURITIES. Investing in securities issued by companies or other
issuers whose principal activities are outside    of     the United States
may involve significant risks not present in U.S. investments. The value of
securities denominated in foreign currencies, and of dividends and interest
paid with respect to such securities, will fluctuate based on the relative
strength of the U.S. dollar. In addition, there is generally less publicly
available information about foreign issuers, particularly those not subject
to the disclosure and reporting requirements of the U.S. securities laws.
Foreign issuers are generally not bound by uniform accounting, auditing,
and financial reporting requirements and standards of practice comparable
to those applicable to U.S. issuers. Investments in foreign securities also
involve the risk of possible adverse changes in investment or exchange
control regulations, expropriation or confiscatory taxation, limitation on
the removal of funds or other assets of a fund, political or financial
instability or diplomatic and other developments which could affect such
investments. Further, economies of particular countries or areas of the
world may differ favorably or unfavorably from the economy of the
U   .    S   .    
It is anticipated that in most cases the best available market for foreign
securities will be on exchanges or in over-the-counter markets located
outside of the U   .    S. Foreign    stock     markets, while growing in
volume and sophistication, are generally not as developed as those in the
United States, and securities of some foreign issuers (particularly those
located in developing countries) may be less liquid and more volatile than
securities of comparable U.S. issuers. Foreign security trading practices,
including those involving securities settlement where fund assets may be
released prior to receipt of payment, may expose a fund to increased risk
in the event of a failed trade or the insolvency of a foreign
broker-dealer. In addition, foreign brokerage commissions and other fees
are generally higher than    on     securities traded in the
U   .    S   .     and may be non-negotiable. In general, there is less
overall government   al     supervision and regulation of securities
exchanges, brokers, and listed companies than in the U   .S    .
The funds may invest in foreign securities that impose restrictions on
transfer within the United States or to United States persons. Although
securities subject to such transfer restrictions may be marketable abroad,
they may be less liquid than foreign securities of the same class that are
not subject to such restrictions.
   American Depository Receipts and European Depository Receipts (ADRs and
EDRs) are certificates evidencing ownership of shares of a foreign-based
issuer held in trust by a bank or similar financial institution. Designed
for use in the U.S. and European securities markets, respectively, ADRs and
EDRs are alternatives to the purchase of the underlying securities in their
national markets and currencies.    
FOREIGN CURRENCY TRANSACTIONS. The funds may conduct foreign currency
transactions on a spot (i.e., cash) basis, or by entering into forward
contracts to purchase or sell foreign currencies at a future date and
price. The funds will convert currency on a spot basis from time to time,
and investors should be aware of the costs of currency conversion. Although
foreign exchange dealers generally do not charge a fee for conversion, they
do realize a profit based on the difference between the prices at which
they are buying and selling various currencies. Thus, a dealer may offer to
sell a foreign currency to a fund at one rate, while offering a lesser rate
of exchange should the fund desire to resell that currency to the dealer.
Forward contracts are generally traded in an interbank market conducted
directly between currency traders (usually large commercial banks) and
their customers. The parties to a forward contract may agree to offset or
terminate the contract before its maturity, or may hold the contract to
maturity and complete the contemplated currency exchange.
Each fund may use currency forward contracts for any purpose consistent
with its investment objective. The following discussion summarizes    the
principal     currency management strategies involving forward contracts
that could be used by    each     fund.    The     fund   s     may also
use    swap agreements, indexed securities, and     options and futures
contracts relating to foreign currencies for the same purposes.
When a fund agrees to buy or sell a security denominated in a foreign
currency, it may desire to "lock in" the U.S. dollar price of the security.
By entering into a forward contract for the purchase or sale, for a fixed
amount of U.S. dollars, of the amount of foreign currency involved in the
underlying security transaction, the fund will be able to protect itself
against an adverse change in foreign currency values between the date the
security is purchased or sold and the date on which payment is made or
received. This technique is sometimes referred to as a "settlement hedge"
or "transaction hedge."    The     fund   s     may also enter into forward
contracts to purchase or sell a foreign currency in anticipation of future
purchases or sales of securities denominated in foreign currency, even if
the specific investments have not yet been selected by FMR.
   The     fund   s     may also use forward contracts to hedge against a
decline in the value of existing investments denominated in foreign
currency. For example, if a fund owned securities denominated in pounds
sterling, the fund could enter into a forward contract to sell pounds
sterling in return for U.S. dollars to hedge against possible declines in
the pound's value. Such a hedge, sometimes referred to as a "position
hedge," would tend to offset both positive and negative currency
fluctuations, but would not offset changes in security values caused by
other factors. A fund could also hedge the position by selling another
currency expected to perform similarly to the pound sterling - for example,
by entering into a forward contract to sell Deutsche Marks or European
Currency Units in return for U.S. dollars. This type of hedge, sometimes
referred to as a "proxy hedge," could offer advantages in terms of cost,
yield or efficiency, but generally will not hedge currency exposure as
effectively as a simple hedge into U.S. dollars. Proxy hedges may result in
losses to a fund if the currency used to hedge does not perform similarly
to the currency in which the hedged securities are denominated.
Each fund may enter into forward contracts to shift its investment exposure
from one currency into another currency that is expected to perform better
relative to the U.S. dollar.    This may include shifting exposure from
U.S. dollars to a foreign currency, or from one currency to another foreign
currency.     For example, if a fund held investments denominated in
Deutsche   m    arks, the fund could enter into forward contracts to sell
Deutsche   m    arks and purchase Swiss Francs. This type of strategy,
sometimes known as a "cross-hedge," will tend to reduce or eliminate
exposure to the currency that is sold, and increase exposure to the
currency that is purchased, much as if the fund had sold a security
denominated in one currency and purchased an equivalent security
denominated in another. Cross-hedges protect against losses resulting from
a decline in the hedged currency, but will cause the fund to assume the
risk of fluctuations in the value of the currency it purchases.
Under certain conditions, SEC guidelines require mutual funds to set aside
appropriate liquid assets in a segregated custodial account to cover
currency forward contracts. As required by SEC guidelines,    the    
fund   s     will segregate assets to cover currency forward contracts, if
any, whose purpose is essentially speculative. The funds will not segregate
assets to cover forward contracts entered into for hedging purposes,
including settlement hedges, position hedges, and proxy hedges.
Successful use of    currency management strategies     will depend on
FMR's skill in analyzing and predicting currency values.    Currency
management strategies     may substantially change a fund's investment
exposure to changes in currency exchange rates, and could result in losses
to the fund if currencies do not perform as FMR anticipates. For example,
if a currency's value rose at a time when FMR had hedged a fund by selling
that currency in exchange for dollars, the fund would be unable to
participate in the currency's appreciation. If FMR hedges currency exposure
through proxy hedges, a fund could realize currency losses from the hedge
and the security position at the same time if the two currencies do not
move in tandem. Similarly, if FMR increases a fund's exposure to a foreign
currency, and that currency's value declines, the fund will realize a loss.
There is no assurance that FMR's use of    currency management
strategie    s will be advantageous to the funds or that    it     will
hedge at an appropriate time.
LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS. Each fund has filed a
notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets. The funds intend to comply with    Rule 4.5 under the
Commodity Exchange Act    , which limits the extent to which the funds can
commit assets to initial margin deposits and option premiums. 
In addition, each fund will not (a) sell futures contracts, purchase put
options, or write call options if, as a result, more than 25% of the fund's
total assets would be hedged with futures and options under normal
conditions; (b) purchase futures contracts or write put options if, as a
result, the fund's total obligations upon settlement or exercise of
purchased futures contracts and written put options would exceed 25% of its
total assets; or (c) purchase call options if, as a result, the current
value of option premiums for call options purchased by the fund would
exceed 5% of the fund's total assets. These limitations do not apply to
options attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
The above limitations on the funds' investments in futures contracts and
options, and the funds' policies regarding futures contracts and options
discussed elsewhere in this Statement of Additional Information, may be
changed as regulatory agencies permit.
FUTURES CONTRACTS. When a fund purchases a futures contract, it agrees to
purchase a specified underlying instrument at a specified future date. When
a fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date. The price at which the purchase and
sale will take place is fixed when the fund enters into the contract. Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Standard & Poor's 500 Composite Stock
Price Index (S&P 500). Futures can be held until their delivery dates,
or can be closed out before then if a liquid secondary market is available.
The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument. Therefore, purchasing futures
contracts will tend to increase a fund's exposure to positive and negative
price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly. When a fund sells a futures
contract, by contrast, the value of its futures position will tend to move
in a direction contrary to the market. Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
FUTURES MARGIN PAYMENTS. The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date. However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into. Initial margin deposits are typically equal to a percentage of the
contract's value. If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis. The party that has a gain may
be entitled to receive all or a portion of this amount. Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of a fund's investment limitations. In the event of the
bankruptcy of an FCM that holds margin on behalf of a fund, the fund may be
entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund. 
PURCHASING PUT AND CALL OPTIONS. By purchasing a put option, a fund obtains
the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price. In return for this right, the fund pays
the current market price for the option (known as the option premium).
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts. The fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option. If the option is allowed to expire,
the fund will lose the entire premium it paid. If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price. A fund may also terminate a put option position by closing it out in
the secondary market at its current price, if a liquid secondary market
exists.
The buyer of a typical put option can expect to realize a gain if security
prices fall substantially. However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price. A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall. At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
WRITING PUT AND CALL OPTIONS. When a fund writes a put option, it takes the
opposite side of the transaction from the option's purchaser. In return for
receipt of the premium, the fund assumes the obligation to pay the strike
price for the option's underlying instrument if the other party to the
option chooses to exercise it. When writing an option on a futures
contract, the fund will be required to make margin payments to an FCM as
described above for futures contracts. A fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price. If the secondary
market is not liquid for a put option the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received. If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price. If security prices fall, the put writer would
expect to suffer a loss. This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
Writing a call option obligates a fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option. The characteristics of writing call options are similar to those of
writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall. Through receipt of the option
premium, a call writer mitigates the effects of a price decline. At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
COMBINED POSITIONS. A fund may purchase and write options in combination
with each other, or in combination with futures or forward contracts, to
adjust the risk and return characteristics of the overall position. For
example, a fund may purchase a put option and write a call option on the
same underlying instrument, in order to construct a combined position whose
risk and return characteristics are similar to selling a futures contract.
Another possible combined position would involve writing a call option at
one strike price and buying a call option at a lower price, in order to
reduce the risk of the written call option in the event of a substantial
price increase. Because combined options positions involve multiple trades,
they result in higher transaction costs and may be more difficult to open
and close out.
CORRELATION OF PRICE CHANGES. Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match a fund's current or
anticipated investments exactly. The funds may invest in options and
futures contracts based on securities with different issuers, maturities,
or other characteristics from the securities in which they typically
invest, which involves a risk that the options or futures position will not
track the performance of a fund's investments. 
Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match a fund's
investments well. Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way. Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts. A fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases. If price
changes in a fund's options or futures positions are poorly correlated with
its other investments, the positions may fail to produce anticipated gains
or result in losses that are not offset by gains in other investments. 
LIQUIDITY OF OPTIONS AND FUTURES CONTRACTS. There is no assurance a liquid
secondary market will exist for any particular options or futures contract
at any particular time. Options may have relatively low trading volume and
liquidity if their strike prices are not close to the underlying
instrument's current price. In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day. On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for a fund to
enter into new positions or close out existing positions. If the secondary
market for a contract is not liquid because of price fluctuation limits or
otherwise, it could prevent prompt liquidation of unfavorable positions,
and potentially could require a fund to continue to hold a position until
delivery or expiration regardless of changes in its value. As a result, a
fund's access to other assets held to cover its options or futures
positions could also be impaired.
OTC OPTIONS. Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size and
strike price, the terms of over-the-counter options (options not traded on
exchanges) generally are established through negotiation with the other
party to the option contract. While this type of arrangement allows the
funds greater flexibility to tailor an option to their needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded. 
OPTIONS AND FUTURES RELATING TO FOREIGN CURRENCIES. Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date. Most currency futures
contracts call for payment or delivery in U.S. dollars. The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract. The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency. 
The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above. The
funds may purchase and sell currency futures and may purchase and write
currency options to increase or decrease their exposure to different
foreign currencies. A fund may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts.
Currency futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the value of
a fund's investments. A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect a
fund against a price decline resulting from deterioration in the issuer's
creditworthiness. Because the value of a fund's foreign-denominated
investments changes in response to many factors other than exchange rates,
it may not be possible to match the amount of currency options and futures
to the value of the fund's investments exactly over time.
ASSET COVERAGE FOR FUTURES AND OPTIONS POSITIONS. The funds will comply
with guidelines established by the Securities and Exchange Commission with
respect to coverage of options and futures strategies by mutual funds, and
if the guidelines so require will set aside appropriate liquid assets in a
segregated custodial account in the amount prescribed. Securities held in a
segregated account cannot be sold while the futures or option strategy is
outstanding, unless they are replaced with other suitable assets. As a
result, there is a possibility that segregation of a large percentage of a
fund's assets could impede portfolio management or the fund's ability to
meet redemption requests or other current obligations.
SHORT SALES. Each fund may enter into short sales with respect to stocks
underlying its convertible security holdings. For example, if FMR
anticipates a decline in the price of the stock underlying a convertible
security a fund holds, it may sell the stock short. If the stock price
subsequently declines, the proceeds of the short sale could be expected to
offset all or a portion of the effect of the stock's decline on the value
of the convertible security. Each fund currently intends to hedge no more
than 15% of its total assets with short sales on equity securities
underlying its convertible security holdings under normal circumstances.
When a fund enters into a short sale, it will be required to set aside
securities equivalent in kind and amount to those sold short (or securities
convertible or exchangeable into such securities) and will be required to
hold them aside while the short sale is outstanding. A fund will incur
transaction costs, including interest expense, in connection with opening,
maintaining, and closing short sales.
SPECIAL CONSIDERATIONS AFFECTING EUROPE 
   New developments surrounding the creation of a unified common market in
Europe have helped to reduce physical and economic barriers promoting the
free flow of goods and services throughout Western Europe. These new
developments could make this new unified market one of the largest in the
world. However, encouraging signs of stronger growth in North America
contrasted with marked deterioration in economic performance in Europe,
where recessionary tendencies persisted through much of 1993. The sharp
slowing of growth in Europe reflects a range of adverse factors, including
tight monetary conditions, inadequate progress toward inflation convergence
and budgetary consolidation in many countries, and the attendant weakness
of consumer and business confidence. More generally, the turbulence in
foreign exchange markets since the middle of 1992 and an escalation of
tensions over trade have contributed to increased uncertainty in many
countries.    
   The economic situation also remains difficult for Eastern European
countries in transition from central planning, following what has already
been a sizable decline in output. The contraction now appears to be
bottoming out in parts of central Europe, where some countries are
projected to register positive growth in 1994. But key aspects of the
reform and stabilization efforts have not yet been fully implemented, and
there remain risks of policy slippages. In the Russian Federation and most
other countries of the former Soviet Union, economic conditions are of
particular concern because of economic instability due to political unrest
and armed conflicts in many regions.     
   Notwithstanding the continued economic difficulties in many countries,
recent positive developments offer hope for a cooperative growth strategy
in the near term, which could also permit a strengthening of global
economic performance over the medium term. Many developing countries are
reaping the fruits of sustained reform and stabilization efforts. Efforts
to enhance assistance to countries affected by the transition to
market-based trading systems occurring in central Europe and the former
Soviet Union, and to low-income countries to support strengthened
stabilization and restructuring efforts, are moving forward. In Europe,
exchange market tensions have eased, and interest rates have been falling
and should continue to do so as evidence accumulates of the waning of
inflationary pressures.    
   The European Community (EC) consists of Belgium, Denmark, France,
Germany, Greece, Ireland, Italy, Luxembourg, Netherlands, Portugal, Spain,
and the United Kingdom (the member states). In 1986, the member states of
the EC signed the "Single European Act," an agreement committing these
countries to the establishment of a market among themselves, unimpeded by
internal barriers or hindrances to the free movement of goods, persons,
services, or capital. To meet this goal, a series of directives have been
issued to the member states. Compliance with these directives is designed
to eliminate three principal categories of barriers: 1) physical frontiers,
such as customs posts and border controls; 2) technical barriers (which
include restrictions operating within national territories) such as
regulations and norms for goods and services (product standards);
discrimination against foreign bids (bids by other EC members) on public
purchases; or restrictions on foreign requests to establish subsidiaries;
and (3) fiscal frontiers, notably the need to levy value-added taxes,
tariffs, or excises on goods or services imported from other EC states.    
   The ultimate goal of this project is to achieve a large unified domestic
European market in which available resources would be more efficiently
allocated through the elimination of the above-mentioned barriers and the
added costs associated with those barriers. Elimination of these barriers
would simplify product distribution networks, allow economies of scale to
be more readily achieved, and free the flow of capital and other resources.
The Maastricht Treaty on economic and monetary union (EMU) attempts to
provide its members with a stable monetary framework consistent with the
EC's broad economic goals. But until the EMU takes effect, which is
intended to occur between 1997 and 1999, the community will face the need
to reinforce monetary cooperation in order to reduce the risk of a
recurrence of tensions between domestic and external policy objectives.    
   The total European market, as represented by both EC and non-EC
countries, consists of over 328 million consumers, making it larger
currently than either the United States or Japanese markets. European
businesses compete nationally and internationally in a wide range of
industries including: telecommunications and information services, roads
and transportation, building materials, food and beverages, broadcast and
media, financial services, electronics, and textiles. Actual and
anticipated actions on the part of member states to conform to the unified
Europe directives has prompted interest and activity not only by European
firms, but also by foreign entities anxious to establish a presence in
Europe that will result from these changes. Indications of the effect of
this response to a unified Europe can be seen in the areas of mergers and
acquisitions, corporate expansion and development, GNP growth, and national
stock market activity.    
   The early experience of the former centrally planned economies has
already demonstrated the crucially important link between structural
reforms, macroeconomic stabilization, and successful economic
transformation. Among the central European countries, the Czech Republic,
Hungary, and Poland have made the greatest progress in structural reform;
inflationary pressures there have abated following price liberalization,
and output has begun to recover. These achievements will be difficult to
sustain, however, in the absence of strong efforts to contain the large
fiscal deficits that have accompanied the considerable losses of output and
tax revenue since the start of the reform process.    
   In the Baltic countries there are encouraging signs that reforms are
taking hold and are being supported by strong stabilization efforts. In
most other countries of the former Soviet Union, in contrast, inadequate
stabilization efforts now threaten to lead to hyper-inflation, which could
derail the reform process. Inflation, which had abated following the
immediate impact of price liberalization in early 1992, surged to extremely
high levels in late 1992 and early 1993. The main reason for this
development has been excessive credit expansion to the government and to
state enterprises. The transformation process is being seriously hampered
by the widespread subsidization of inefficient enterprises and the
resulting misallocation of resources. The lack of effective economic and
monetary cooperation among the countries of the former Soviet Union
exacerbates other problems by severely constraining trade flows and
impeding inflation control. Partly as a result of these difficulties, some
countries have decided that the introduction of separate currencies offers
the best scope for avoiding hyper-inflation and for improving economic
conditions. This development can facilitate the implementations of stronger
stabilization programs. Economic conditions appear to have improved for
some of the transition economies of central Europe during the past year.
Following three successive years of output declines, there        are
preliminary indications of a turnaround in the former Czech and Slovak
Federal Republic, Hungary and Poland; growth in private sector activity and
strong exports, especially to Western Europe, now appear to have contained
the fall in output. Most central European countries in transition, however,
are expected to achieve positive real growth in 1994 as market reforms
deepen. The strength of the projected output gains will depend crucially on
the ability of the reforming countries to contain fiscal deficits and
inflation and on their continued access to, and success in, export markets.
Economic conditions in the former Soviet Union have continued to
deteriorate. Real GDP in Russia is estimated to have fallen 19 percent in
1992, after a 9 percent decline in 1991. In many other countries of the
region, output losses have been even larger. These declines reflect the
adjustment difficulties during the early stages of the transition, high
rates of inflation, the compression of imports, disruption in trade among
the countries of the former Soviet Union, and uncertainties about the
reform process itself. Large-scale subsidies are delaying industrial
restructuring and are exacerbating the fiscal situation. A reversal of
these adverse factors is not anticipated in the near term, and output is
expected to decline further in most of these countries. A number of their
governments, including those of Hungary, and Poland, are currently
implementing or considering reforms directed at political and economic
liberalization, including efforts to foster multi-party political systems,
decentralize economic planning, and move toward free market economies. At
present, no Eastern European country has a developed stock market, but
Poland, Hungary and the Czech Republic have small securities markets in
operation. Ethnic and civil conflict currently rage throughout the former
Yugoslavia. The outcome is uncertain.     
   Both the EC and Japan, among others, have made overtures to establish
trading arrangements and assist in the economic development of the Eastern
European nations. In the rest of Europe, monetary policy and financial
market developments have been dominated by the currency turmoil that began
in September 1992. At the same time, conditions are improving for
significant reductions of official interest rates in Europe, which should
help to contain recessionary forces and ensure that recovery takes hold by
1994. There is also an urgent need for positive steps to resist
protectionist pressures, especially by bringing the multilateral trade
negotiations under the Uruguay Round of the General Agreement on Trade and
Tariffs (GATT) to a successful conclusion. Determined action to alleviate
short-term difficulties and to achieve key medium-term objectives would
unquestionably strengthen consumer and business confidence.  Interest rates
generally have declined somewhat with the easing of tensions in the
Exchange Rate Mechanism (ERM), but for most countries tight monetary
conditions remain an obstacle to stronger growth and a threat to exchange
market stability. However, in the long-term, reunification could prove to
be an engine for domestic and international growth.    
   The conditions that have given rise to these developments are
changeable, and there is no assurance that reforms will continue or that
their goals will be achieved.    
REAL GDP ANNUAL RATE OF GROWTH
OCTOBER 1993
Denmark           0.0%    
 
France            1.3     
 
Germany           1.2     
 
Italy             2.9     
 
Netherlands       3.6     
 
Spain             0.1     
 
Switzerland       (1.1)   
 
United Kingdom    1.1     
 
   Source: International Monetary Fund
(Figures are quoted based on each country's domestic currency.)    
 
   NATIONAL INDICES (WITHOUT DIVIDENDS) OCTOBER 1993
GROWTH IN U.S. DOLLARS
EUROPE    
            6 months   12 months   5 years   
 
Greece      10.45      24.86       14.74     
 
Portugal    22.39      27.11       -1.69     
 
Turkey      50.18      156.34      35.59     
 
Source: Morgan Stanley 
   NATIONAL INDICES (WITHOUT DIVIDENDS) OCTOBER 1993
GROWTH IN LOCAL CURRENCY
EUROPE    
            6 months   12 months   5 years   
 
Greece      23.04      49.41       26.64     
 
Portugal    43.86      59.07       1.55      
 
Turkey      101.04     322.29      104.04    
 
   Source: Morgan Stanley     
   SPECIAL CONSIDERATIONS AFFECTING JAPAN, THE PACIFIC BASIN, AND SOUTHEAST
ASIA    
   Many Asian countries may be subject to a greater degree of social,
political and economic instability than is the case in the United States
and Western European countries. Such instability may result from (i)
authoritarian governments or military involvement in political and economic
decision-making; (ii) popular unrest associated with demands for improved
political, economic and social conditions; (iii) internal insurgencies;
(iv) hostile relations with neighboring countries; and (v) ethnic,
religious and racial disaffection.    
   The economies of most of the Asian countries are heavily dependent upon
international trade and are accordingly affected by protective trade
barriers and the economic conditions of their trading partners,
principally, the United States, Japan, China and the European Community.
The enactment by the United States or other principal trading partners of
protectionist trade legislation, reduction of foreign investment in the
local economies and general declines in the international securities
markets could have a significant adverse effect upon the securities markets
of the Asian countries.     
   Thailand has one of the fastest-growing stock markets in the world. The
manufacturing sector is becoming increasingly sophisticated and is
benefiting from export-oriented investing. The manufacturing and service
sectors continue to account for the bulk of Thailand's economic growth. The
agricultural sector continues to become less important. The government has
followed fairly sound fiscal and monetary policies, aided by increased tax
receipts from a fast moving economy. The government also continues to move
ahead with new projects - especially telecommunications, roads and port
facilities - needed to refurbish the country's overtaxed infrastructure.
Nonetheless, political unrest coupled with the shooting of antigovernment
demonstrators in May 1992 has caused many international businesses to
question Thailand's political stability.    
   Hong Kong's impending return to Chinese dominion in 1997 has not
initially had a positive effect on its economic growth which was vigorous
in the 1980s. Although China has committed by treaty to preserve the
economic and social freedoms enjoyed in Hong Kong for 50 years after
regaining control of Hong Kong, the continuation of the current form of the
economic system in Hong Kong after the reversion will depend on the actions
of the government of China. Business confidence in Hong Kong, therefore,
can be significantly affected by such developments, which in turn can
affect markets and business performance. In preparation for 1997, Hong Kong
has continued to develop trade with China, where it is the largest foreign
investor, while also maintaining its long-standing export relationship with
the United States. Spending on infrastructure improvements is a significant
priority of the colonial government while the private sector continues to
diversify abroad based on its position as an established international
trade center in the Far East.    
   In terms of GDP, industrial standards and level of education, South
Korea is second only to Japan in Asia. It enjoys the benefits of a
diversified economy with well-developed sectors in electronics,
automobiles, textiles and shoe manufacture, steel and shipbuilding among
others. The driving force behind the economy's dynamic growth has been the
planned development of an export-oriented economy in a vigorously
entrepreneurial society. Real GDP grew about 4.3% in 1993. Labor unrest was
noticeably calmer, unemployment averaged a low of 2.3%, and investment was
strong. Inflation rates, however, are beginning to challenge South Korea's
strong economic performance. Both Koreas joined the United Nations
separately in late 1991, creating another forum for negotiation and joint
cooperation. Reunification of North Korea and South Korea could have a
detrimental effect on the economy of South Korea.     
   Indonesia is a mixed economy with many socialist institutions and
central planning but with a recent emphasis on deregulation and private
enterprise. Like Thailand, Indonesia has extensive natural wealth, yet with
a large and rapidly increasing population, it remains a poor country.
Indonesia's dependence on commodity exports makes it vulnerable to a fall
in world commodity prices.     
   Malaysia has one of the fastest-growing economies in the Asian-Pacific
region. Malaysia has become the world's third-largest producer of
semiconductor devices (after the U.S. and Japan) and the world's largest
exporter of semiconductor devices. More remarkable is the country's ability
to achieve rapid economic growth with relative price stability (2%
inflation over the past five years) as the government followed prudent
fiscal/monetary policies. Malaysia's high export dependence level leaves it
vulnerable to a recession in the Organization for Economic Cooperation and
Development countries or a fall in world commodity prices.    
   Singapore has an open entrepreneurial economy with strong service and
manufacturing sectors and excellent international trading links derived
from its history. During the 1970s and the early 1980s, the economy
expanded rapidly, achieving an average        annual growth rate of 9%. Per
capita GDP is among the highest in Asia. Singapore holds a position as a
major oil refining and services center.    
   Japan currently has the second-largest GDP in the world. The Japanese
economy has grown substantially over the last three decades. Its growth
rate averaged over 5% in the 1970s and 1980s. However, in 1992, the growth
rate in Japan slowed to 0.6% and their budget showed a deficit of 1 1/2%
percent of GDP. Despite small rallies and market gains, Japan has been
plagued with economic sluggishness. Economic conditions have weakened
considerably in Japan since October 1992. The boom in Japan's equity and
property markets during the expansion of the late 1980's supported high
rates of investment and consumer spending on durable goods, but both of
these components of demand have now retreated sharply following the decline
in asset prices. Profits have fallen sharply, the previously tight labor
market conditions have eased considerably, and consumer confidence is low.
The banking sector has experienced a sharp rise in non-performing loans,
and strains in the financial system are likely to continue. The decline in
interest rates and the two large fiscal stimulus packages should help to
contain the recessionary forces, but substantial uncertainties remain. The
general government position has deteriorated as a result of weakening
economic growth, as well as stimulative measures taken recently to support
economic activity and to restore financial stability.    
   Although Japan's economic growth has declined significantly since 1990,
many Japanese companies seem capable of rebounding due to increased
investments, smaller borrowings, increased product development and
continued government support. Growth is expected to recover in 1994.
Japan's economic growth in the early 1980's was due in part to government
borrowings. Japan is heavily dependent upon international trade and,
accordingly, has been and may continue to be adversely affected by trade
barriers, and other protectionist or retaliatory measures of, as well as
economic conditions in, the U.S. and other countries with which they trade.
Industry, the most important sector of the economy, is heavily dependent on
imported raw materials and fuels. Japan's major industries are in the
engineering, electrical, textile, chemical, automobile, fishing, and
telecommunication fields. Japan imports iron ore, copper, and many forest
products. Only 19% of its land is suitable for cultivation. Japan's
agricultural economy is subsidized and protected. It is about 50%
self-sufficient in food production. Even though Japan produces a minute
rice surplus, it is dependent upon large imports of wheat, sorghum, and
soybeans from other countries. Japan's high volume of exports such as
automobiles, machine tools, and semiconductors have caused trade tensions
with other countries, particularly the United States. Attempts to approve
trading agreements between the countries may reduce the friction caused by
the current trade imbalance.     
   Australia has a prosperous Western-style capitalist economy, with a per
capita GDP comparable to levels in industrialized Western European
countries. It is rich in natural resources and is the world's largest
exporter of beef and wool, second-largest for mutton, and is among the top
wheat exporters. Australia is also a major exporter of minerals, metals and
fossil fuels. Due to the nature of its exports, a downturn in world
commodity prices can have a big impact on its economy.      
   EMERGING MARKETS: ASIA
MARKET CAPITALIZATION IN U.S. DOLLARS
OCTOBER 1993    
              Billions:   
 
India         29.25       
 
Indonesia     10.85       
 
Korea         70.61       
 
Malaysia      87.76       
 
Pakistan      4.74        
 
Philippines   14.28       
 
Sri Lanka     .79         
 
Taiwan        52.34       
 
Thailand      48.82       
 
   Source: Morgan Stanley     
   NATIONAL INDICES (WITHOUT DIVIDENDS) OCTOBER 1993
GROWTH IN U.S. DOLLARS
ASIA    
              6 months   12 months   5 years   
 
India         30.20      n/a         n/a       
 
Indonesia     42.45      39.03       26.80     
 
Israel        6.50       n/a         n/a       
 
Jordan        7.41       34.15       4.70      
 
Korea         .30        19.89       -4.08     
 
Malaysia      42.47      67.80       23.91     
 
Pakistan      29.19      n/a         n/a       
 
Philippines   32.73      47.36       24.44     
 
Sri Lanka     57.91      n/a         n/a       
 
Taiwan        -13.43     5.81        -8.48     
 
Thailand      41.73      42.95       24.47     
 
   Source: Morgan Stanley     
   NATIONAL INDICES (WITHOUT DIVIDENDS) OCTOBER 1993
GROWTH IN LOCAL CURRENCY
ASIA    
              6 months   12 months   5 years   
 
India         30.32      n/a         n/a       
 
Indonesia     43.96      42.84       32.09     
 
Israel        12.52      n/a         n/a       
 
Jordan        9.92       36.89       13.63     
 
Korea         1.79       23.82       -1.33     
 
Malaysia      41.95      70.92       22.83     
 
Pakistan      45.39      n/a         n/a       
 
Philippines   46.90      74.26       32.75     
 
Sri Lanka     62.12      n/a         n/a       
 
Taiwan        -10.24     12.01       -9.56     
 
Thailand      42.47      42.83       24.48     
 
   Source: Morgan Stanley     
   ASIAN STOCK MARKET RETURNS (OCTOBER 1993)    
              Average annual stock market    Stock market returns            
              return (Local currency %)       (Local currency%)              
              1989-1992                      11 months to November 30,1993   
 
China         n/a                            n/a                             
 
Hong Kong     17.9                           64.6                            
 
India         36.9                           27.6                            
 
Indonesia     4.0                            80.5                            
 
Japan         (14.2)                         5.6                             
 
Korea         (9.0)                          19.7                            
 
Malaysia      12.2                           67.8                            
 
Philippines   25.4                           86.9                            
 
Singapore     7.1                            32.2                            
 
Taiwan        (11.2)                         32.0                            
 
Thailand      22.5                           53.6                            
 
   Source: Morgan Stanley     
   REAL GDP (OCTOBER 1993)    
              Average Real GDP                         
              Growth for the Period   Nominal GDP      
              1980-1992               1992             
 
              %                       (US$ billions)   
 
China         9.7                     435              
 
Hong Kong     6.8                     96               
 
India         5.3                     266              
 
Indonesia     5.6                     126              
 
Japan         4.0                     3,670            
 
Korea         9.2                     297              
 
Malaysia      5.9                     55               
 
Philippines   1.0                     52               
 
Singapore     6.5                     46               
 
Taiwan        7.6                     207              
 
Thailand      7.9                     104              
 
   Source: Morgan Stanley     
   SPECIAL CONSIDERATIONS AFFECTING CANADA    
   Canada occupies the northern part of North America and is the
second-largest country in the world (3.97 million square miles in area)
extending from the Atlantic Ocean to the Pacific. The companies in which
the fund may invest may include those involved in the energy industry,
industrial materials (chemicals, base metals, timber and paper) and
agricultural materials (grain cereals). The securities of companies in the
energy industry are subject to changes in value and dividend yield which
depend, to a large extent, on the price and supply of energy fuels. Rapid
price and supply fluctuations may be caused by events relating to
international politics, energy conservation and the success of exploration
products. Canada is one the world's leading industrial countries, as well
as a major exporter of agricultural products. Canada is rich in natural
resources such as zinc, uranium, nickel, gold, silver, aluminum, iron and
copper. Forest covers over 44% of land area, making Canada a leading world
producer of newsprint. The economy of Canada is strongly influenced by the
activities of companies and industries involved in the production and
processing of natural resources. Canada is a major producer of
hydroelectricity, oil and gas. The business activities of companies in the
energy field may include the production, generation, transmission,
marketing, control or measurement of energy or energy fuels. Economic
prospects are changing due to recent government attempts to reduce
restrictions against foreign investment.    
   Canadian securities are not considered by FMR to have the same level of
risk as other nation's securities. Canadian and U.S. companies are
generally subject to similar auditing and accounting procedures, and
similar government supervision and regulation. Canadian markets are more
liquid than many other foreign markets and share similar characteristics
with U.S. markets. The political system is more stable than in some other
foreign countries, and the Canadian dollar is generally less volatile
relative to the U.S. dollar.    
   Many factors affect and could have an adverse impact on the financial
condition of Canada, including social, environmental and economic
conditions; factors which are not within the control of Canada. In Canada,
where recovery is not yet as firmly established as in the United States,
interest rates have been coming down after a sharp rise associated with
exchange market developments in the fall of 1992. In light of the cyclical
situation, there should be room for a further easing of interest rates
without jeopardizing the progress made toward price stability. Continued
perseverance in reducing the structural budget deficit also is required.
FMR is unable to predict what effect, if any, such factors would have on
instruments held in the fund's portfolio.    
   Beginning in January 1989, the U.S. - Canada Free Trade Agreement will
be phased in over a period of 10 years. This agreement will remove tariffs
on U.S. technology and Canadian agricultural products in addition to
removing trade barriers affecting other important sectors of each country's
economy. Canada, the U.S. and Mexico will implement the North American Free
Trade Agreement, beginning in 1994. This cooperation is expected to lend to
increased trade and to reduce barriers.    
   The majority of new equity issues or initial public offerings in Canada
are through underwritten offerings. The Fund may elect to participate in
these issues.    
   SPECIAL CONSIDERATIONS AFFECTING LATIN AMERICA    
   Latin America is a region rich in natural resources such as oil, copper,
tin, silver, iron ore, forestry, fishing, livestock, and agriculture. The
region has a large population (roughly 300 million) representing a large
domestic market. Economic growth was strong in the 1960s and 1970s, but
slowed dramatically in the 1980s as a result of poor economic policies,
higher international interest rates and the denial of access to new foreign
capital. Capital flight has proven a persistent problem and external debt
has been forcibly rescheduled. Political turmoil, high inflation, capital
repatriation restrictions and nationalization have further exacerbated
conditions.    
   Changes in political leadership, the implementation of market-oriented
economic policies, such as privatization, trade reform and fiscal and
monetary reform are among the recent steps taken to renew economic growth.
External debt is being restructured and flight capital (domestic capital
that has left the home country) has begun to return. Inflation control
efforts have also been implemented. A free trade zone has been established
in various areas around the region, the most notable being a free zone
between Mexico, the U.S., and Canada. Latin American equity markets can be
extremely volatile and in the past have shown little correlation with the
U.S. market. Currencies are typically weak, but most are now relatively
free floating, and it is not unusual for the currencies to undergo wide
fluctuations in value over short periods of time due to changes in the
market.    
   Mexico's economy is a mixture of state-owned industrial plants (notably
oil), private manufacturing and services, and both large-scale and
traditional agriculture. In the 1980s, Mexico experienced severe economic
difficulties: the nation accumulated large external debts as world
petroleum prices fell; rapid population growth outstripped the domestic
food supply; and inflation, unemployment, and pressures to emigrate became
more acute. Growth in national output however, appears to be recovering,
rising from 1.4% in 1988 to 3.9% in 1990. The U.S. is Mexico's major
trading partner, accounting for two-thirds of its exports and imports. In
fact, the U.S. now exports more goods to Mexico than to Japan. After
petroleum, border assembly plants and tourism are the largest earners of
foreign exchange. The government, in consultation with international
economic agencies, is implementing programs to stabilize the economy and
foster growth. Mexico, the U.S. and Canada will implement the North
American Free Trade Agreement, beginning in 1994. This cooperation is
expected to lead to increased trade and reduced barriers.    
   Brazil entered the 1990s with declining real growth, runaway inflation,
an unserviceable foreign debt of $122 billion, and a lack of policy
direction. A major long-run strength is Brazil's natural resources. Iron
ore, bauxite, tin, gold, and forestry products make up some of Brazil's
basic natural resource base, which includes some of the largest mineral
reserves in the world. A vibrant private sector is marred by an inefficient
public sector. The government has embarked on an ambitious reform program
that seeks to modernize and reinvigorate the economy by stabilizing prices,
deregulating the economy, and opening it to increased foreign competition. 
In terms of population, Brazil is the sixth-largest in the world with about
155 million people and represents a huge domestic market.    
   Chile, like Brazil, is endowed with considerable mining resources, in
particular copper. Economic reform has been ongoing in Chile for at least
15 years, but political democracy has only recently returned to Chile.
Privatization of the public sector beginning in the early 1980s has
bolstered the equity market. A well organized pension system has created a
long-term domestic investor base.    
   Argentina is strong in wheat production and other foodstuffs and
livestock ranching. A well-educated and skilled population boasts one of
the highest literacy rates in the region. The country has been ravaged by
decades of extremely high inflation and political instability. Recent
attempts by the present political regime to slow inflation and rationalize
government spending appear to be meeting with some success. Privatization
is ongoing and should reduce the amount of external debt outstanding.     
   Venezuela has substantial oil reserves. External debt is being
renegotiated, and the government is implementing economic reform in order
to reduce the size of the public sector. Internal gasoline prices, which
are one-third those of international prices, are being increased in order
to reduce subsidies. Plans for privatization and exchange and interest rate
liberalization are examples of recently introduced reforms.    
   EMERGING MARKETS: LATIN AMERICA
MARKET CAPITALIZATION IN U.S. DOLLARS
OCTOBER 1993    
            Billions:   
 
Argentina   24.99       
 
Brazil      48.62       
 
Chile       22.77       
 
Colombia    4.89        
 
Mexico      89.46       
 
Peru        3.00        
 
Venezuela   4.83        
 
   Source: Morgan Stanley     
   NATIONAL INDICES (WITHOUT DIVIDENDS) OCTOBER 1993
GROWTH IN U.S. DOLLARS
LATIN AMERICA    
            6 months   12 months   5 years   
 
Argentina   38.32      57.19       43.89     
 
Brazil      34.75      59.55       17.76     
 
Chile       22.52      5.29        39.10     
 
Colombia    28.01      n/a         n/a       
 
Mexico      19.14      23.46       55.30     
 
Peru        49.87      n/a         n/a       
 
Venezuela   -2.97      n/a         n/a       
 
   Source: Morgan Stanley     
   NATIONAL INDICES (WITHOUT DIVIDENDS) OCTOBER 1993
GROWTH IN LOCAL CURRENCY
LATIN AMERICA    
            6 months   12 months   5 years   
 
Argentina   38.54      58.79       427.44    
 
Brazil      626.43     3354.77     1434.40   
 
Chile       24.74      16.14       54.05     
 
Colombia    35.13      n/a         n/a       
 
Mexico      19.87      23.74       65.40     
 
Peru        66.63      n/a         n/a       
 
Venezuela   13.46      n/a         n/a       
 
   Source: Morgan Stanley     
   SPECIAL CONSIDERATIONS AFFECTING AFRICA    
   Africa is a continent of roughly 50 countries with a total population of
approximately 840 million people. Literacy rates (the percentage of people
who are over 15 years of age and who can read and write) are relatively
low, ranging from 20% to 60%. The primary industries include crude oil,
natural gas, manganese ore, phosphate, bauxite, copper, iron, diamond,
cotton, coffee, cocoa, timber, tobacco, sugar, tourism, and cattle.    
   Many of the countries are fraught with political instability. However,
there has been a trend over the past five years toward democratization.
Many countries are moving from a military style, Marxist, or single party
government to a multi-party system. Still, there remain many countries that
do not have a stable political process. Other countries have been enmeshed
in civil wars and border clashes.    
   Economically, the Northern Rim countries (including Morocco, Egypt, and
Algeria) and Nigeria, Zimbabwe, and South Africa are the wealthier
countries on the continent due to their strong ties with the European
nations. The market capitalization of these countries has been growing
recently as more international companies invest in Africa and as local
companies start to list on the exchanges. However, religious strife has
been a significant source of instability.    
   On the other end of the economic spectrum are countries, such as
Burkina, Madagascar, and Malawi, that are considered to be among the
poorest or least developed in the world. These countries are generally
landlocked or have poor natural r    e   sources. The economies of many
African countries are heavily dependent on international oil prices. Of all
the African industries, oil has been the most lucrative, accounting for 40%
to 60% of many countries' Gross Domestic Product. However, general decline
in oil prices has had an adverse impact on many economies.    
PORTFOLIO TRANSACTIONS
All orders for the purchase or sale of portfolio securities are placed on
behalf of each fund by FMR pursuant to authority contained in the
management contract. Since FMR has granted investment management authority
to the sub-advisers (see the section entitled "Management
Contracts"   ),     the sub-advisers are authorized to place orders for the
purchase and sale of portfolio securities, and will do so in accordance
with the policies described below. FMR is also responsible for the
placement of transaction orders for other investment companies and accounts
for which it or its affiliates act as investment adviser. In selecting
broker-dealers, subject to applicable limitations of the federal securities
laws, FMR considers various relevant factors, including, but not limited
to: the size and type of the transaction; the nature and character of the
markets for the security to be purchased or sold; the execution efficiency,
settlement capability, and financial condition of the broker-dealer firm;
the broker-dealer's execution services rendered on a continuing basis; the
reasonableness of any commissions   ; and arrangements for payment of fund
expenses    . Commissions for foreign investments traded on foreign
exchanges generally will be higher than for U.S. investments and may not be
subject to negotiation.
The funds may execute portfolio transactions with broker-dealers who
provide research and execution services to the funds or other accounts over
which FMR or its affiliates exercise investment discretion. Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; the availability of
securities or the purchasers or sellers of securities; furnishing analyses
and reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy, and performance of accounts; and effecting
securities transactions and performing functions incidental thereto (such
as clearance and settlement). The selection of such broker-dealers
generally is made by FMR (to the extent possible consistent with execution
considerations) in accordance with a ranking of broker-dealers determined
periodically by FMR's investment staff based upon the quality of research
and execution services provided.
The receipt of research from broker-dealers that execute transactions on
behalf of the funds may be useful to FMR in rendering investment management
services to the funds or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the funds. The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid the
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services. In order to cause
each fund to pay such higher commissions, FMR must determine in good faith
that such commissions are reasonable in relation to the value of the
brokerage and research services provided by such executing broker-dealers,
viewed in terms of a particular transaction or FMR's overall
responsibilities to the funds and its other clients. In reaching this
determination, FMR will not attempt to place a specific dollar value on the
brokerage and research services provided, or to determine what portion of
the compensation should be related to those services.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the funds or shares of other Fidelity
funds to the extent permitted by law. FMR may use research services
provided by and place agency transactions with Fidelity Brokerage Services,
Inc. (FBSI) and Fidelity Brokerage Services, Ltd. (FBSL), subsidiaries of
FMR Corp., if the commissions are fair, reasonable, and comparable to
commissions charged by non-affiliated, qualified brokerage firms for
similar services.    Prior to September 4, 1992, FBSL operated under the
name Fidelity Portfolio Services, Ltd. (FPAL) as a wholly owned subsidiary
of Fidelity International Limited (FIL). Edward C. Johnson 3d is Chairman
of FIL. Mr. Johnson 3d, Johnson family members, and various trusts for the
benefit of the Johnson family own, directly or indirectly, more than 25% of
the voting common stock of FIL.    
FMR may allocate brokerage transactions to broker-dealers who have entered
into arrangements with FMR under which the broker-dealer allocates a
portion of the commissions paid by each fund toward payment of the fund's
expenses, such as transfer agent fees or custodian fees. The transaction
quality must, however, be comparable to those of other qualified
broker-dealers.
Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage   , unless certain
requirements are satisfied.     Pursuant to such requirements, the Board of
Trustees has authorized FBSI to execute portfolio transactions on national
securities exchanges in accordance with approved procedures and applicable
SEC rules.
   Each fund's Trustees periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio transactions
on behalf of the funds and review the commissions paid by each fund over
representative periods of time to determine if they are reasonable in
relation to the benefits to the fund.    
For the fiscal periods ended July 31, 1994 and 1993,  the funds' portfolio
turnover rates    for Balanced Fund     were    ___% and 162    %,
respectively, and    ___% and 172    % (annualized, from February 1, 1993
(commencement of operations   )    ), respectively, for Global Balanced. 
For fiscal    1994    , 1993, and 1992, Balanced Fund paid brokerage
commissions of    $________    , $5,771,000, and $1,161,000, respectively.
For fiscal    1994     and 1993, Global Balanced paid brokerage commissions
of    $________     and $177,000, respectively. During fiscal    1994,
$________ or approximately__    % for Balanced Fund, and $   ________ or
approximately __    % for Global Balanced, of these commissions were paid
to brokerage firms that provided research services, although the provision
of such services was not necessarily a factor in the placement of all of
this business with such firms. Each fund pays both commissions and spreads
in connection with the placement of portfolio transactions; FBSI is paid on
a commission basis. During fiscal    1994    , 1993, and 1992, Balanced
Fund paid brokerage commissions of    $_______,     $1,455,000, and
$503,000, respectively, to FBSI. During fiscal    1994     and 1993, Global
Balanced paid brokerage commissions of    $_______     and $11,000,
respectively, to FBSI. During fiscal    1994, this amounted to
approximately __% (Balanced Fund) and __% (Global Balanced)     of the
aggregate brokerage commissions paid by each fund for transactions
involving approximately    __% (Balanced Fund) and __% (Global
Balanced)     of the aggregate dollar amount of transactions in which each
fund paid brokerage commissions. The difference between the percentage of
brokerage commissions paid to and the percentage of the dollar amount of
transactions effected through FBSI is a result of the low commission rates
charged by FBSI.
During fiscal 199   4 and 1993    ,    Balanced Fund     paid brokerage
commissions of $________ and $________   , respectively,        and Global
Balanced paid $_______ and $________, repectively,     to FBSL. During
fiscal 199   4    , this amounted to approximately ___%    and ___%     of
the aggregate brokerage commissions paid by    Balanced Fund and Global
Balanced, respectively    , for transactions involving approximately ___%
   and ___%     of the dollar amount of transactions in which    the    
fund   s     paid brokerage commissions. During fiscal 199   2    ,
   Balanced Fund     paid brokerage commissions of $__ to FPSL.
From time to time the Trustees will review whether the recapture for the
benefit of the funds of some portion of the brokerage commissions or
similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. Each fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at present no
other recapture arrangements are in effect. The Trustees intend to continue
to review whether recapture opportunities are available and are legally
permissible and, if so, to determine in the exercise of their business
judgment whether it would be advisable for    each     fund to seek such
recapture.
Although the Trustees and officers of each fund are substantially the same
as those of other funds managed by FMR, investment decisions for each fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates. It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds    and
accounts     are managed by the same investment adviser, particularly when
the same security is suitable for the investment objective of more than one
fund    or account.    
When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance   
with procedures believed to be appropriate and equitable for each fund    .
In some cases this system could have a detrimental effect on the price or
value of the security as far as each fund is concerned. In other cases,
however, the ability of the funds to participate in volume transactions
will produce better executions and prices for the funds. It is the current
opinion of the Trustees that the desirability of retaining FMR as
investment adviser to each fund outweighs any disadvantages that may be
said to exist from exposure to simultaneous transactions.
VALUATION OF PORTFOLIO SECURITIES
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade.    Most e    quity securities for
which the primary market is the U.S. are valued at last sale price or, if
no sale has occurred, at the closing bid price.    Most e    quity
securities for which the primary market is outside the U.S. are valued
using the official closing price or the last sale price in the principal
market where they are traded. If the last sale price (on the local
exchange) is unavailable, the last evaluated quote or last bid price is
normally used. Short-term securities are valued either at amortized cost or
at original cost plus accrued interest, both of which approximate current
value.    Convertible securities and f    ixed-income securities are valued
primarily by a pricing service that uses a vendor security valuation matrix
which incorporates both dealer-supplied valuations and electronic data
processing techniques. This twofold approach is believed to more accurately
reflect fair value because it takes into account appropriate factors such
as institutional trading in similar groups of securities, yield, quality,
coupon rate, maturity, type of issue, trading characteristics, and other
market data, without exclusive reliance upon quoted, exchange, or over-the
counter prices. Use of pricing services has been approved by the Board of
Trustees.
Securities and other assets for which there is no readily available market
are valued in good faith by a committee appointed by the Board of Trustees.
The procedures set forth above need not be used to determine the value of
the securities owned by a fund if, in the opinion of a committee appointed
by the Board of Trustees, some other method (e.g., closing over-the-counter
bid prices in the case of debt instruments traded on an exchange) would
more accurately reflect the fair market value of such securities.
Generally, the valuation of foreign and domestic equity securities, as well
as corporate bonds, U.S. government securities, money market instruments,
and repurchase agreements, is substantially completed each day at the close
of the NYSE. The values of any such securities held by a fund are
determined as of such time for the purpose of computing the fund's net
asset value. Foreign security prices are furnished by independent brokers
or quotation services which express the value of securities in their local
currency. FSC gathers all exchange rates daily at the close of the NYSE
using the last quoted price on the local currency and then translates the
value of foreign securities from their local currency into U.S. dollars.
Any changes in the value of forward contracts due to exchange rate
fluctuations and days to maturity are included in the calculation of net
asset value. If an extraordinary event that is expected to materially
affect the value of a portfolio security occurs after the close of an
exchange on which that security is traded, then the security will be valued
as determined in good faith by a committee appointed by the Board of
Trustees.
PERFORMANCE
The funds may quote performance in various ways. All performance
information supplied by the funds in advertising is historical and is not
intended to indicate future returns. Each fund's share price, yield, and
total return fluctuate in response to market conditions and other factors,
and the value of fund shares when redeemed may be more or less than their
original cost.
YIELD CALCULATIONS. Yields for a fund are computed by dividing the fund's
interest and dividend income for a given 30-day or one-month period, net of
expenses, by the average number of shares entitled to receive distributions
during the period, dividing this figure by the fund's NAV in order to
arrive at an annual percentage rate. Income is calculated for purposes of
yield quotations in accordance with standardized methods applicable to all
stock and bond funds. Dividends from equity investments are treated as if
they were accrued on a daily basis, solely for the purposes of yield
calculations. In general, interest income is reduced with respect to bonds
trading at a premium over their par value by subtracting a portion of the
premium from income on a daily basis, and is increased with respect to
bonds trading at a discount by adding a portion of the discount to daily
income. For the fund's investments denominated in foreign currencies,
income and expenses are calculated first in their respective currencies,
and are then converted to U.S. dollars, either when they are actually
converted or at the end of the 30-day or one month period, whichever is
earlier. Capital gains and losses generally are excluded from the
calculation as are gains and losses from currency exchange rate
fluctuations.
Income calculated for the purposes of calculating a fund's yield differs
from income as determined for other accounting purposes. Because of the
different accounting methods used, and because of the compounding of income
assumed in yield calculations, a fund's yield may not equal its
distribution rate, the income paid to your account, or the income reported
in the fund's financial statements.
   In calculating the fund's yield, the fund may from time to time use a
portfolio security's coupon rate instead of its yield to maturity in order
to reflect the risk premium on that security. This practice will have the
effect of reducing the fund's yield.    
   Yield information may be useful in reviewing a fund's performance and in
providing a basis for comparison with other investment alternatives.
However, each fund's yield fluctuates, unlike investments that pay a fixed
interest rate over a stated period of time. When comparing investment
alternatives, investors should also note the quality and maturity of the
portfolio securities of respective investment companies they have chosen to
consider.    
   Investors should recognize that in periods of declining interest rates a
fund's yield will tend to be somewhat higher than prevailing market rates,
and in periods of rising interest rates the fund's yield will tend to be
somewhat lower. Also, when interest rates are falling, the inflow of net
new money to a fund from the continuous sale of its shares will likely be
invested in instruments producing lower yields than the balance of the
fund's holdings, thereby reducing the fund's current yield. In periods of
rising interest rates, the opposite can be expected to occur.    
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect all
aspects of a fund's return, including the effect of reinvesting dividends
and capital gain distributions, and any change in the fund's NAV over a
stated period. Average annual total returns are calculated by determining
the growth or decline in value of a hypothetical historical investment in a
fund over a stated period, and then calculating the annually compounded
percentage rate that would have produced the same result if the rate of
growth or decline in value had been constant over the period. For example,
a cumulative total return of 100% over ten years would produce an average
annual return of 7.18%, which is the steady annual rate of return that
would equal 100% growth on a compounded basis in ten years. While average
annual returns are a convenient means of comparing investment alternatives,
investors should realize that a fund's performance is not constant over
time, but changes from year to year, and that average annual returns
represent averaged figures as opposed to the actual year-to-year
performance of the fund.
In addition to average annual total returns, a fund may quote unaveraged or
cumulative total returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative total
returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a series of
redemptions, over any time period. Total returns may be broken down into
their components of income and capital (including capital gains and changes
in share price) in order to illustrate the relationship of these factors
and their contributions to total return. Total returns may be quoted on a
before-tax or after-tax basis. Total returns, yields, and other performance
information may be quoted numerically or in a table, graph, or similar
illustration.
NET ASSET VALUE. Charts and graphs using a fund's net asset values,
adjusted net asset values, and benchmark indices may be used to exhibit
performance. An adjusted NAV includes any distributions paid by a fund and
reflects all elements of its return. Unless otherwise indicated, a fund's
adjusted NAVs are not adjusted for sales charges, if any.
MOVING AVERAGES. The fund may illustrate performance using moving averages.
A long-term moving average is the average of each week's adjusted closing
NAV for a specified period. A short-term moving average is the average of
each day's adjusted closing NAV for a specified period. Moving Average
Activity Indicators combine adjusted closing NAVs from the last business
day of each week with moving averages for a specified period to produce
indicators showing when an NAV has crossed, stayed above, or stayed below
its moving average.    On July 31, 1994, the 13-week and 39-week long-term
moving averages were __% and __%, respectively, for Balanced Fund, and __%
and __%, repsectively, for Global Balanced    .
HISTORICAL FUND RESULTS. The following table shows the funds' total returns
for periods ended July 31, 1994. 
                  Average Annual Total Returns   Cumulative Total Returns   
 
 
<TABLE>
<CAPTION>
<S>               <C>    <C>     <C>            <C>    <C>     <C>            
                  One    Five                   One    Five                   
                  Year   Years   Life of Fund   Year   Years   Life of Fund   
 
Balanced Fund                    *                             *              
 
Global Balanced          n/a     **                    n/a     **             
 
</TABLE>
 
* From November 6, 1986 (commencement of operations).
** From February 1, 1993 (commencement of operations).
 The following tables show the income and capital elements of each fund's
cumulative total return. The tables compare each fund's return to the
record of the Standard and Poor's Composite Stock Price Index (S&P
500(Registered trademark)), the Dow Jones Industrial Average (DJIA), the
cost of living (measured by the Consumer Price Index, or CPI)   , and, for
Global Balanced, the Morgan Stanley Capital International Europe,
Australia, Far East Index (EAFE),     over the same period. The CPI
information is as of the month end closest to the initial investment date
for each fund. The S&P 500 and the DJIA comparisons are provided to
show how each fund's total return compared to the record of a broad average
of common stock prices and a narrower set of stocks of major industrial
companies, respectively, over the same period. Each fund has the ability to
invest in securities not included in either index, and its investment
portfolio may or may not be similar in composition to the indices. Figures
for the S&P 500 and DJIA are based on the prices of unmanaged groups of
stocks and, unlike the funds' returns, do not include the effect of paying
brokerage commissions and other costs of investing. 
BALANCED FUND. During the period from November 6, 1986 (commencement of
operations) to July 31,    1994    , a hypothetical $10,000 investment in
Fidelity Balanced Fund would have grown to $   ______    , assuming all
distributions were reinvested. This was a period of fluctuating interest
rates, bond prices, and stock prices and the figures below should not be
considered representative of the dividend income or capital gain or loss
that could be realized from an investment in the fund today.
      FIDELITY BALANCED FUND   INDICES   
 
 
<TABLE>
<CAPTION>
<S>          <C>        <C>          <C>            <C>     <C>   <C>   <C>       
             Value of   Value of     Value of                                     
 
              Initial   Reinvested   Reinvested                                   
 
Year Ended   $10,000    Income       Capital Gain   Total               Cost of   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>       <C>          <C>             <C>             <C>     <C>      <C>    <C>       
July 31   Investment   Distributions   Distributions   Value            DJIA   Living*   
                                                               S&                    
                                                               P                         
 
</TABLE>
 
1994           $        $       $       $        $         $        $        
 
1993           13,840   6,940   1,745   22,526   $22,682   23,396   13,092   
 
1992           12,790   5,379   1,053   19,223   20,857    21,775   12,738   
 
1991           12,150   4,245   360     16,755   18,490    18,840   12,348   
 
1990           11,110   2,975   329     14,415   16,397    17,442   11,822   
 
1989           11,870   1,914   80      13,863   15,397    15,382   11,278   
 
1988           10,550   951     71      11,571   11,672    11,863   10,743   
 
1987(dagger)   11,000   204     0       11,204   13,220    13,847   10,317   
 
(dagger) From November 6, 1986 (commencement of operations).
* From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 made on November
6, 1986, the net amount invested in fund 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
$   ____    . If distributions had not been reinvested, the amount of
distributions earned from the fund over time would have been smaller, and
the cash payments for the period would have come to $   _____     for
income dividends and $   ____     for capital gain distributions. Tax
consequences of different investments have not been factored into the above
figures.    During the period November 6, 1986 to March 31, 1990, the fund
imposed a 2% sales charge which is no longer in effect and is not reflected
in the figures above.    
GLOBAL BALANCED. During the period from February 1, 1993 (commencement of
operations) to July 31, 199   4    , a hypothetical $10,000 investment in
Fidelity Global Balanced Fund would have grown to $   ______    , assuming
all distributions were reinvested. This was a period of fluctuating
interest rates, bond prices, and stock prices and the figures below should
not be considered representative of the dividend income or capital gain or
loss that could be realized from an investment in the fund today.
      FIDELITY GLOBAL BALANCED FUND   INDICES   
 
 
<TABLE>
<CAPTION>
<S>          <C>        <C>          <C>            <C>     <C>   <C>   <C>       <C>       
             Value of   Value of     Value of                                               
 
              Initial   Reinvested   Reinvested                                             
 
Year Ended   $10,000    Income       Capital Gain   Total                         Cost of   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>         <C>          <C>             <C>             <C>     <C>      <C>    <C>           <C>       
  July 31   Investment   Distributions   Distributions   Value            DJIA      EAFE       Living*   
                                                                 S&                                  
                                                                 P                                       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>            <C>       <C>   <C>   <C>       <C>       <C>       <C>        <C>       
1994           $         $     $    $         $         $            $       $         
 
1993(dagger)   $11,980   $85   $0   $12,065   $10,359   $10,850      $       $10,126   
 
</TABLE>
 
(dagger) From February 1, 1993 (commencement of operations).
* From month-end closest to initial investment date.
Explanatory Notes: With an initial investment of $10,000 made on February
1, 1993, the net amount invested in fund 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
$   ______    . If distributions had not been reinvested, the amount of
distributions earned from the fund over time would have been smaller, and
the cash payments for the period would have come to $   ___     for income
dividends and $   ___     for capital gains distributions. Tax consequences
(with the exception of foreign tax withholdings) of different investments
have not been factored into the above figures.
The yield of the S&P 500 for the fiscal year ended July 31, 1994 was
   ____    %, calculated by dividing the dollar value of dividends paid by
the S&P 500 stocks during the period by the average value of the
S&P 500 on July 31, 199   4    . The S&P 500 yield is calculated
differently from the fund's yield; among other things, the fund's yield
calculation treats dividends as accrued in anticipation of payment, rather
than recording them when paid.
INTERNATIONAL INDICES, MARKET CAPITALIZATION, AND NATIONAL STOCK MARKET
RETURN
The following tables show the total market capitalization of certain
countries according to the Morgan Stanley Capital International Indices
database, the total market capitalization of Latin American countries
according to the International Finance Corporation Emerging Markets
database, and the performance of national stock markets as measured in U.S.
dollars by the Morgan Stanley Capital International stock market indices
for the twelve months ended October 31, 1993.  Of course, these results are
not indicative of future stock market performance or the funds'
performance.  Market conditions during the periods measured fluctuated
widely.  Brokerage commissions and other fees are not factored into the
values of the indices.
MARKET CAPITALIZATION.  Companies outside the U.S. now make up nearly
two-thirds of the world's stock market capitalization.  According to Morgan
Stanley Capital International, the size of the markets as measured in U.S.
dollars grew from $____ billion in 19__ to $____ billion in 199_.
The following table measures the total market capitalization of certain
countries according to the Morgan Stanley Capital International Indices
database.  The value of the markets are measured in billions of U.S.
dollars as of    June 30, 1994    .
TOTAL MARKET CAPITALIZATION
Australia   $     Japan                $     
 
Austria           Netherlands                
 
Belgium           Norway                     
 
Canada            Singapore/Malaysia         
 
Denmark           Spain                      
 
France            Sweden                     
 
Germany           Switzerland                
 
Hong Kong         United Kingdom             
 
Italy             United States              
 
The following table measures the total market capitalization of Latin
American countries according to the International Finance Corporation
Emerging Markets database.  The value of the markets is measured in
billions of U.S. dollars as of    June 30, 1994    .
TOTAL MARKET CAPITALIZATION - LATIN AMERICA
Argentina             $         
 
Brazil                          
 
Chile                           
 
Colombia                        
 
Mexico                          
 
Venezuela                       
 
                                
 
Total Latin America   $______   
 
NATIONAL STOCK MARKET PERFORMANCE.  Certain national stock markets have
outperformed the U.S. stock market.  The first table below represents the
performance of national stock markets as measured in U.S. dollars by the
Morgan Stanley Capital International stock market indices for the twelve
months ended    June 30, 1994    .  The second table shows the same
performance as measured in local currency.  Each table measures total
return based on the period's change in price, dividends paid on stocks in
the index, and the effect of reinvesting dividends net of any applicable
foreign taxes.  These are unmanaged indices composed of a sampling of
selected companies representing an approximation of the market structure of
the designated country.
STOCK MARKET PERFORMANCE (CUMULATIVE TOTAL RETURNS)
MEASURED IN U.S. DOLLARS
Australia   $     Japan                $     
 
Austria           Netherlands                
 
Belgium           Norway                     
 
Canada            Singapore/Malaysia         
 
Denmark           Spain                      
 
France            Sweden                     
 
Germany           Switzerland                
 
Hong Kong         United Kingdom             
 
Italy             United States              
 
STOCK MARKET PERFORMANCE (CUMULATIVE TOTAL RETURNS)
MEASURED IN LOCAL CURRENCY
Australia   $     Japan                $     
 
Austria           Netherlands                
 
Belgium           Norway                     
 
Canada            Singapore/Malaysia         
 
Denmark           Spain                      
 
France            Sweden                     
 
Germany           Switzerland                
 
Hong Kong         United Kingdom             
 
Italy             United States              
 
The following table shows the average annualized stock market returns
measured in U.S. dollars as of    June 30, 1994    . 
STOCK MARKET PERFORMANCE
 Five Years Ended Ten Years Ended
    June 30, 1994 June 30, 1994    
      Germany                      
 
      Hong Kong                    
 
      Japan                        
 
      Spain                        
 
      United Kingdom               
 
      United States                
 
A fund's performance may be compared to the performance of other mutual
funds in general, or to the performance of particular types of mutual
funds.  These comparisons may be expressed as mutual fund rankings prepared
by Lipper Analytical Services, Inc. (Lipper), an independent service
located in Summit, New Jersey that monitors the performance of mutual
funds. Lipper generally ranks funds on the basis of total return, assuming
reinvestment of distributions, but does not take sales charges or
redemption fees into consideration, and is prepared without regard to tax
consequences. In addition to the mutual fund rankings, a fund's performance
may be compared to    stock, bond, and money market     mutual fund
performance indices prepared by Lipper    or other organizations.    
   When comparing these indices, it is important to remember the risk and
return characteristics of each type of investment. For example, while stock
mutual funds may offer higher potential returns, they also carry the
greatest degree of share price volatility. Likewise, money market funds may
offer greater stability of principal, but generally do not offer the higher
potential returns from stock mutual funds.    
From time to time, a fund's performance may also be compared to other
mutual funds tracked by financial or business publications and periodicals.
For example, the fund may quote Morningstar, Inc. in its advertising
materials. Morningstar, Inc. is a mutual fund rating service that rates
mutual funds on the basis of risk-adjusted performance. Rankings that
compare the performance of Fidelity funds to one another in appropriate
categories over specific periods of time may also be quoted in advertising.
   A fund may be compared in advertising to Certificates of Deposit (CDs)
or other investments issued by banks or other depository institutions.
Mutual funds differ from bank investments in several respects. For example,
a fund may offer greater liquidity or higher potential returns than CDs, a
fund does not guarantee your principal or your return, and fund shares are
not FDIC insured.    
Fidelity may provide information designed to help individuals understand
their investment goals and explore various financial strategies.    Such
information may include materials that describe general principles of
investing, such as asset allocation, diversification, risk tolerance, and
goal setting; questionnaires designed to help create a personal financial
profile; a worksheet used to project savings needs based on assumed rates
of inflation and hypothetical rates of return; and action plans offering
investment alternatives. Materials may also include discussions of
Fidelity's asset allocation funds and other Fidelity funds, products, and
services.    
Ibbotson Associates of Chicago, Illinois (Ibbotson) provides historical
returns of the capital markets in the United States, including common
stocks, small capitalization stocks, long-term corporate bonds,
intermediate-term government bonds, long-term government bonds, Treasury
bills, the U.S. rate of inflation (based on the CPI), and combinations of
various capital markets. The performance of these capital markets is based
on the returns of different indices. 
Fidelity funds may use the performance of these capital markets in order to
demonstrate general risk-versus-reward investment scenarios. Performance
comparisons may also include the value of a hypothetical investment in any
of these capital markets. The risks associated with the security types in
any capital market may or may not correspond directly to those of the
funds. Ibbotson calculates total returns in the same method as the funds.
The funds may also compare performance to that of other compilations or
indices that may be developed and made available in the future. 
In advertising materials, Fidelity may reference or discuss its products
and services, which may include: other Fidelity funds; retirement
investing; brokerage products and services; the effects of periodic
investment plans and dollar cost averaging; saving for college; charitable
giving; and the Fidelity credit card. In addition, Fidelity may quote or
reprint financial or business publications and periodicals, including model
portfolios or allocations, as they relate to fund management,    portfolio
composition,     investment philosophy, investment techniques,    the
desirability of owning a particular mutual fund,     and Fidelity services
and products. Fidelity may also reprint, and use as advertising and sales
literature, articles from Fidelity Focus, a quarterly magazine provided
free of charge to Fidelity fund shareholders.
A fund may present its fund number, Quotron(trademark) number, and CUSIP
number, and discuss or quote its current portfolio manager.
VOLATILITY. A fund may quote various measures of volatility and benchmark
correlation in advertising. In addition, the fund may compare these
measures to those of other funds. Measures of volatility seek to compare
the fund's historical share price fluctuations or total returns to those of
a benchmark. Measures of benchmark correlation indicate how valid a
comparative benchmark may be. All measures of volatility and correlation
are calculated using averages of historical data.    In advertising, a fund
may also discuss or illustrate examples of interest rate sensitivity.    
MOMENTUM INDICATORS indicate a fund's price movements over specific periods
of time. Each point on the momentum indicator represents the fund's
percentage change in price movements over that period.
A fund may advertise examples of the effects of periodic investment plans,
including the principle of dollar cost averaging. In such a program, an
investor invests a fixed dollar amount in a fund at periodic intervals,
thereby purchasing fewer shares when prices are high and more shares when
prices are low. While such a strategy does not assure a profit or guard
against loss in a declining market, the investor's average cost per share
can be lower than if fixed numbers of shares are purchased at the same
intervals. In evaluating such a plan, investors should consider their
ability to continue purchasing shares during periods of low price levels.
A fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which may
produce superior after-tax returns over time. For example, a $1,000
investment earning a taxable return of 10% annually would have an after-tax
value of $1,949 after ten years, assuming tax was deducted from the return
each year at a 31% rate. An equivalent tax-deferred investment would have
an after-tax value of $2,100 after ten years, assuming tax was deducted at
a 31% rate from the tax-deferred earnings at the end of the ten-year
period.
   As of July 31, 1994, FMR advised over $__ billion in tax-free fund
assets, $__ billion in money market fund assets, $___ billion in equity
fund assets, $__ billion in international fund assets, and $___ billion in
Spartan fund assets.  The funds may reference the growth and variety of
money market mutual funds and the adviser's innovation and participation in
the industry.  The equity funds under management figure represents the
largest amount of equity fund assets under management by a mutual fund
investment adviser in the United States, making FMR America's leading
equity (stock) fund manager.  FMR, its subsidiaries, and affiliates
maintain a worldwide information and communications network for the purpose
of researching and managing investments abroad, with over __ employees in
over __ foreign countries.    
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Each fund is open for business and its net asset value per share (NAV) is
calculated each day the New York Stock Exchange (NYSE) is open for trading.
The NYSE has designated the following holiday closings for    1994:
    Washington's Birthday (observed), Good Friday, Memorial Day (observed),
Independence Day (observed), Labor Day, Thanksgiving Day, and Christmas Day
(observed). Although FMR expects the same holiday schedule   , with the
addition of New Year's Day,     to be observed in the future, the NYSE may
modify its holiday schedule at any time. 
FSC normally determines each fund's NAV as of the close of the NYSE
(normally 4:00 p.m. Eastern time). However, NAV may be calculated earlier
if trading on the NYSE is restricted or as permitted by the SEC. To the
extent that portfolio securities are traded in other markets on days when
the NYSE is closed, each fund's NAV may be affected on days when investors
do not have access to the fund to purchase or redeem shares.    In
addition, trading in some of a fund's portfolio's securities may not occur
on days when the fund is open for business.    
If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are valued in
computing a fund's NAV. Shareholders receiving securities or other property
on redemption may realize either a gain or loss for tax purposes, and will
incur any costs of sale, as well as the associated inconveniences.
Pursuant to Rule 11a-3 under the    Investment Company Act of 1940 (the
    1940 Act   )    ,    each fund is     required to give shareholders at
least 60 days' notice prior to terminating or modifying its exchange
privilege. Under the Rule, the 60-day notification requirement may be
waived if (i) the only effect of a modification would be to reduce or
eliminate an administrative fee, redemption fee, or deferred sales charge
ordinarily payable at the time of an exchange, or (ii) the fund suspends
the redemption of shares to be exchanged as permitted under the 1940 Act
or    the rules and regulations thereunder,     or the fund to be acquired
suspends the sale of its shares because it is unable to invest amounts
effectively in accordance with its investment objective and policies. 
In the Prospectus, each fund has notified shareholders that it reserves the
right at any time, without prior notice, to refuse exchange purchases by
any person or group if, in FMR's judgment, the fund would be unable to
invest effectively in accordance with its investment objective and
policies, or would otherwise potentially be adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and the
U.S. Postal Service cannot deliver your checks, or if your checks remain
uncashed for six months, Fidelity may reinvest your distributions at the
then-current NAV. All subsequent distributions will then be reinvested
until you provide Fidelity with alternate instructions.
DIVIDENDS. A portion of Balanced Fund's income may qualify for the
dividends-received deduction available to corporate shareholders to the
extent that the fund's income is derived from qualifying dividends. Because
Global Balanced Fund invests significantly in foreign securities, corporate
shareholders should not expect a significant portion of dividends from the
fund to qualify for the dividends-received deduction. Each fund will notify
corporate shareholders annually of the percentage of fund dividends that
qualify for the dividends-received deduction.
Gains (losses) attributable to foreign currency fluctuations are generally
taxable as ordinary income, and will increase (decrease) dividend
distributions. As a consequence, FMR may adjust a fund's income
distributions to reflect the effect of currency fluctuations. If, at the
close of its fiscal year, more than 50% of a fund's total assets are
invested in securities of foreign issuers, it will elect to pass through
foreign taxes paid, and thereby allow shareholders to take a credit or
deduction on their individual tax returns.
CAPITAL GAIN DISTRIBUTIONS. Long-term capital gains earned by a 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 long-term capital gain
distribution on shares of a fund and such shares are held for six months or
less and are sold at a loss, the portion of the loss equal to the amount of
the long-term capital gain distribution will be considered a long-term loss
for tax purposes.
Short-term capital gains distributed by the funds are taxable to
shareholders as dividends, not as capital gains. Distributions from the
short-term capital gains do not qualify for the dividends-received
deduction.
FOREIGN TAXES. Foreign governments may withhold taxes on dividends and
interest paid with respect to foreign securities typically at a rate
between 10% and 35%. The funds intend to elect to pass-through foreign
taxes paid in order for a shareholder to take a credit or deduction if, at
the close of its fiscal year, more than 50% of a fund's total assets are
invested in securities of foreign issuers. 
TAX STATUS OF THE FUNDS. Each fund intends to qualify each year as a
"regulated investment company" for tax purposes so that it will not be
liable for federal tax at the fund level on income and capital gains
distributed to shareholders. In order to qualify as a regulated investment
company and avoid being subject to federal income or excise taxes, each
fund intends to distribute substantially all of its net investment income
and net realized capital gains within each calendar year as well as on a
fiscal year basis. The funds intend to comply with other tax rules
applicable to regulated investment companies, including a requirement that
capital gains from the sale of securities held for less than three months
constitute less than 30% of a fund's gross income for each fiscal year.
Gains from forward currency contracts, futures contracts, and options are
included in this 30% limitation, which may limit a fund's investments in
such instruments.
If a fund purchases shares in certain foreign investment entities, defined
as passive foreign investment companies (PFIC's) in the Internal Revenue
Code, it may be subject to U.S. federal income tax on a portion of any
excess distribution or gain from the disposition of such shares. Interest
charges may also be imposed on the fund with respect to deferred taxes
arising from such distributions or gains. Each fund is treated as a
separate entity from the other funds of Fidelity Puritan Trust for tax
purposes.
OTHER TAX INFORMATION. The information above is only a summary of some of
the tax consequences generally affecting the funds and their shareholders,
and no attempt has been made to discuss individual tax consequences. In
addition to federal income taxes, shareholders may be subject to state and
local taxes on distributions received from a fund. Investors should consult
their tax advisors to determine whether either fund is suitable to their
particular tax situation.
FMR
FMR is a wholly owned subsidiary of FMR Corp., a parent company organized
in 1972. At present, the principal operating activities of FMR Corp. are
those conducted by three of its divisions as follows: FSC, which is the
transfer and shareholder servicing agent for certain of the funds advised
by FMR; Fidelity Investments Institutional Operations Company, which
performs shareholder servicing functions for certain institutional
customers; and Fidelity Investments Retail Marketing Company, which
provides marketing services to various companies within the Fidelity
organization.
Several affiliates of FMR are also engaged in the investment advisory
business. Fidelity Management Trust Company provides trustee, investment
advisory, and administrative services to retirement plans and corporate
employee benefit accounts. FMR U.K. and FMR Far East, both wholly owned
subsidiaries of FMR formed in 1986, supply investment research, and may
supply portfolio management services, to FMR in connection with certain
funds advised by FMR. Analysts employed by FMR, FMR U.K., and FMR Far East
research and visit thousands of domestic and foreign companies each year.
FMR Texas Inc., a wholly owned subsidiary of FMR formed in 1989, supplies
portfolio management and research services in connection with certain money
market funds advised by FMR.
TRUSTEES AND OFFICERS
The Trustees and executive officers of the trust are listed below. Except
as indicated, each individual has held the office shown or other offices in
the same company for the last five years. All persons named as Trustees
also serve in similar capacities for other funds advised by FMR. Unless
otherwise noted, the business address of each Trustee and officer is 82
Devonshire Street, Boston, Massachusetts 02109, which is also the address
of FMR. Those Trustees who are "interested persons" (as defined in the
Investment Company Act of 1940) by virtue of their affiliation with either
the trust or FMR are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d, Tr ustee and President, is Chairman, Chief Executive
Officer and a Director of FMR Corp.; a Director and Chairman of the Board
and of the Executive Committee of FMR; Chairman and a Director of FMR Texas
Inc. (1989), Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD, Trustee and Senior Vice President, is President of FMR;
and President and a Director of FMR Texas Inc. (1989), Fidelity Management
& Research (U.K.) Inc., and Fidelity Management & Research (Far
East) Inc.
RALPH F. COX, 200 Rivercrest Drive, Fort Worth, TX, Trustee (1991), is a
consultant to Western Mining Corporation (1994). Prior to February 1994, he
was President of Greenhill Petroleum Corporation (petroleum exploration and
production, 1990). Until March 1990, Mr. Cox was President and Chief
Operating Officer of Union Pacific Resources Company (exploration and
production). He is a Director of Sanifill Corporation (non-hazardous waste,
1993) and CH2M Hill Companies (engineering). In addition, he served on the
Board of Directors of the Norton Company (manufacturer of industrial
devices, 1983-1990) and continues to serve on the Board of Directors of the
Texas State Chamber of Commerce, and is a member of advisory boards of
Texas A&M University and the University of Texas at Austin.
PHYLLIS BURKE DAVIS, P.O. Box 264, Bridgehampton, NY, Trustee (1992). Prior
to her retirement in September 1991, Mrs. Davis was the Senior Vice
President of Corporate Affairs of Avon Products, Inc. She is currently a
Director of BellSouth Corporation (telecommunications), Eaton Corporation
(manufacturing, 1991), and the TJX Companies, Inc. (retail stores, 1990),
and previously served as a Director of Hallmark Cards, Inc. (1985-1991) and
Nabisco Brands, Inc. In addition, she serves as a Director of the New York
City Chapter of the National Multiple Sclerosis Society, and is a member of
the Advisory Council of the International Executive Service Corps. and the
President's Advisory Council of The University of Vermont School of
Business Administration.
RICHARD J. FLYNN, 77 Fiske Hill, Sturbridge, MA, Trustee, is a financial
consultant. Prior to September 1986, Mr. Flynn was Vice Chairman and a
Director of the Norton Company (manufacturer of industrial devices). He is
currently a Director of Mechanics Bank and a Trustee of College of the Holy
Cross and Old Sturbridge Village, Inc.
E. BRADLEY JONES, 3881-2 Lander Road, Chagrin Falls, OH, Trustee (1990).
Prior to his retirement in 1984, Mr. Jones was Chairman and Chief Executive
Officer of LTV Steel Company. Prior to May 1990, he was Director of
National City Corporation (a bank holding company) and National City Bank
of Cleveland. He is a Director of TRW Inc. (original equipment and
replacement products), Cleveland-Cliffs Inc (mining), NACCO Industries,
Inc. (mining and marketing), Consolidated Rail Corporation, Birmingham
Steel Corporation, Hyster-Yale Materials Handling, Inc. (1989), and RPM,
Inc. (manufacturer of chemical products, 1990). In addition, he serves as a
Trustee of First Union Real Estate Investments, Chairman of the Board of
Trustees and a member of the Executive Committee of the Cleveland Clinic
Foundation, a Trustee and a member of the Executive Committee of University
School (Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK, 680 Steamboat Road, Apartment #1-North, Greenwich, CT,
Trustee, is a Professor at Columbia University Graduate School of Business
and a financial consultant. Prior to 1987, he was Chairman of the Financial
Accounting Standards Board. Mr. Kirk is a Director of General Re
Corporation (reinsurance) and Valuation Research Corp. (appraisals and
valuations, 1993). In addition, he serves as Vice Chairman of the Board of
Directors of the National Arts Stabilization Fund and Vice Chairman of the
Board of Trustees of the Greenwich Hospital Association.
*PETER S. LYNCH, Trustee (1990) is Vice Chairman of FMR (1992). Prior to
his retirement on May 31, 1990, he was a Director of FMR (1989) and
Executive Vice President of FMR (a position he held until March 31, 1991);
Vice President of Fidelity Magellan Fund and FMR Growth Group Leader; and
Managing Director of FMR Corp. Mr. Lynch was also Vice President of
Fidelity Investments Corporate Services (1991-1992). He is a Director of
W.R. Grace & Co. (chemicals, 1989) and Morrison Knudsen Corporation
(engineering and construction). In addition, he serves as a Trustee of
Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield
(1989) and Society for the Preservation of New England Antiquities, and as
an Overseer of the Museum of Fine Arts of Boston (1990).
GERALD C. McDONOUGH, 135 Aspenwood Drive, Cleveland, OH, Trustee (1989), is
Chairman of G.M. Management Group (strategic advisory services). Prior to
his retirement in July 1988, he was Chairman and Chief Executive Officer of
Leaseway Transportation Corp. (physical distribution services). Mr.
McDonough is a Director of ACME-Cleveland Corp. (metal working,
telecommunications and electronic products), Brush-Wellman Inc. (metal
refining), York International Corp. (air conditioning and refrigeration,
1989), Commercial Intertech Corp. (water treatment equipment, 1992), and
Associated Estates Realty Corporation (a real estate investment trust,
1993). 
EDWARD H. MALONE, 5601 Turtle Bay Drive #2104, Naples, FL, Trustee. Prior
to his retirement in 1985, Mr. Malone was Chairman, General Electric
Investment Corporation and a Vice President of General Electric Company. He
is a Director of Allegheny Power Systems, Inc. (electric utility), General
Re Corporation (reinsurance) and Mattel Inc. (toy manufacturer). In
addition, he serves as a Trustee of Corporate Property Investors, the EPS
Foundation at Trinity College, the Naples Philharmonic Center for the Arts,
and Rensselaer Polytechnic Institute, and he is a member of the Advisory
Boards of Butler Capital Corporation Funds and Warburg, Pincus Partnership
Funds.
MARVIN L. MANN, 55 Railroad Avenue, Greenwich, CT, Trustee (1993) is
Chairman of the Board, President, and Chief Executive Officer of Lexmark
International, Inc. (office machines, 1991). Prior to 1991, he held the
positions of Vice President of International Business Machines Corporation
("IBM") and President and General Manager of various IBM divisions and
subsidiaries. Mr. Mann is a Director of M.A. Hanna Company (chemicals,
1993) and Infomart (marketing services, 1991), a Trammell Crow Co. In
addition, he serves as the Campaign Vice Chairman of the Tri-State United
Way (1993) and is a member of the University of Alabama President's Cabinet
(1990).
THOMAS R. WILLIAMS, 21st Floor, 191 Peachtree Street, N.E., Atlanta, GA,
Trustee, is President of The Wales Group, Inc. (management and financial
advisory services). Prior to retiring in 1987, Mr. Williams served as
Chairman of the Board of First Wachovia Corporation (bank holding company),
and Chairman and Chief Executive Officer of The First National Bank of
Atlanta and First Atlanta Corporation (bank holding company). He is
currently a Director of BellSouth Corporation (telecommunications),
ConAgra, Inc. (agricultural products), Fisher Business Systems, Inc.
(computer software), Georgia Power Company (electric utility), Gerber Alley
& Associates, Inc. (computer software), National Life Insurance Company
of Vermont, American Software, Inc. (1989), and AppleSouth, Inc.
(restaurants, 1992).
GARY L. FRENCH, Treasurer (1991). Prior to becoming Treasurer of the
Fidelity funds, Mr. French was Senior Vice President, Fund Accounting -
Fidelity Accounting & Custody Services Co. (1991); Vice President, Fund
Accounting - Fidelity Accounting & Custody Services Co. (1990); and
Senior Vice President, Chief Financial and Operations Officer - Huntington
Advisers, Inc. (1985-1990).
ARTHUR S. LORING, Secretary, is Senior Vice President and General Counsel
of FMR, Vice President-Legal of FMR Corp., and Vice President and Clerk of
FDC.
ROBERT H. MORRISON, Manager, Security Transactions, is an employee of FMR.
ROBERT J. HABER, is Vice President of Balanced Fund (1989), and an employee
of FMR.
Under a retirement program that became effective on November 1, 1989,
Trustees, upon reaching age 72, become eligible to participate in a defined
benefit retirement program under which they receive payments during their
lifetime from the fund based on their basic trustee fees and length of
service. Currently, Messrs. Robert L. Johnson, William R. Spaulding,
Bertram H. Witham, and David L. Yunich participate in the program. 
As of July 31, 199   4, the Trustees and officers of the funds owned, in
the aggregate, less than ___    % of each fund's outstanding shares.
MANAGEMENT CONTRACTS
Each fund employs FMR to furnish investment advisory and other services.
Under its management contract with each fund, FMR acts as investment
adviser and, subject to the supervision of the Board of Trustees, directs
the investments of each fund in accordance with its investment objective,
policies, and limitations. FMR also provides each fund with all necessary
office facilities and personnel for servicing the fund's investments, and
compensates all officers of the trust, all Trustees who are "interested
persons" of the trust or FMR, and all personnel of the trust or FMR
performing services relating to research, statistical, and investment
activities. 
In addition, FMR or its affiliates, subject to the supervision of the Board
of Trustees, provide the management and administrative services necessary
for the operation of each fund. These services include providing facilities
for maintaining each fund's organization; supervising relations with
custodians, transfer and pricing agents, accountants, underwriters, and
other persons dealing with the funds; preparing all general shareholder
communications and conducting shareholder relations; maintaining each
fund's records and the registration of each fund's shares under federal and
state law; developing management and shareholder services for each fund;
and furnishing reports, evaluations, and analyses on a variety of subjects
to the Board of Trustees.
In addition to the management fee payable to FMR and the fees payable to
FSC, each fund pays all of its expenses, without limitation, that are not
assumed by those parties. Each fund pays for typesetting, printing, and
mailing proxy material to shareholders, legal expenses, and the fees of the
custodian, auditor, and non-interested Trustees. Although each fund's
management contract provides that the fund will pay for typesetting,
printing, and mailing prospectuses, statements of additional information,
notices, and reports to existing shareholders, pursuant to the trust's
transfer agent agreement with FSC, FSC bears the cost of providing these
services to existing shareholders. Other expenses paid by each fund include
interest, taxes, brokerage commissions, each fund's proportionate share of
insurance premiums and Investment Company Institute dues, and the costs of
registering shares under federal and state securities laws. Each fund is
also liable for such nonrecurring expenses as may arise, including costs of
any litigation to which the fund may be a party and any obligation it may
have to indemnify the trust's officers and Trustees with respect to
litigation.
FMR is    each fund's manager pursuant to management contracts dated August
1, 1994, which were approved by each respective fund's shareholders on July
13, 1994.     For the services of FMR under the contracts, each fund pays
FMR a monthly management fee composed of the sum of two elements: a group
fee rate and an individual fund fee rate.
The group fee rate is based on the monthly average net assets of all of the
registered investment companies with which FMR has management contracts and
is calculated on a cumulative basis pursuant to the graduated fee rate
schedule shown on the left of the following    table    . On the right, the
effective fee rate schedule shows the results of cumulatively applying the
annualized rates at varying asset levels. For example, the effective annual
group fee rate at $   ___     billion of group net assets -- their
approximate level for July    1994 -- was .____    %, which is the weighted
average of the respective fee rates for each level of group net assets up
to    $___     billion.
    GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES
   Average Group   Annualized   Group Net   Effective Annual Fee   
 Assets             Rate         Assets     Rate                   
 
0 - $ 3 billion   .520%      $ 0.5 billion          .5200    %   
 
3 -   6           .490        25                    .4238        
 
6 -  9            .460        50                    .3823        
 
9 -  12           .430        75                    .3626        
 
12 -  15          .400        100                   .3512        
 
15 -  18          .385        125                   .3430        
 
18 -  21          .370        150                   .3371        
 
21 -  24          .360        175                   .3325        
 
24 -  30          .350        200                   .3284        
 
30 -  36          .345        225                   .3253        
 
36 -  42          .340        250                   .3223        
 
42 -  48          .335        275                   .3198        
 
48 -  66          .325        300                   .3175        
 
66 -  84          .320        325                   .3153        
 
84 -  102         .315        350                   .3133        
 
102 -  138        .310                                           
 
138 -  174        .305                                           
 
174 -  228        .300                                           
 
228 -  282        .295                                           
 
282 -  336        .290                                           
 
Over 336          .285                                           
 
The individual fund fee rates for Balanced Fund and Global Balanced Fund
are .20% and .45%, respectively. Based on the average net assets of funds
advised by FMR for July 199   4    , each fund's annual management fee rate
would be calculated as follows:
Group Fee Rate   Individual Fund Fee Rate   Management Fee Rate   
 
Balanced Fund          .____%   +     .20%    =     .____%    
 
                                                              
 
Global Balanced Fund   .____%   +     .45%    =     .____%    
 
One twelfth (1/12) of the annual management fee rate is then applied to the
respective fund's average net assets for the current month, giving a dollar
amount which is the fee for that month.
   The schedule shown above was voluntarily adopted by FMR on November 1,
1993 until shareholders could meet to approve the current contract. Prior
to November 1, 1993, each fund's group fee rate was based on a schedule of
breakpoints ending at .300% for average group assets in excess of $174
billion, which was voluntarily adopted by FMR on January 1, 1992. Prior to
January 1, 1992, Balanced Fund's group fee ratewas based on a schedule with
breakpoints ending at .310% for average group assets in excess of $102
billion. FMR had voluntarily adopted the shorter schedule on August 1,
1988. WIth the exception of changing the group fee rate schedule, the terms
of each fund's current contract are identical to those of its prior
contract.     
During the fiscal years ended July 31,    1994,     1993, and 1992, FMR
received fees of    $________,     $11,430,000, and $4,601,223,
respectively, for its services as investment adviser to Balanced Fund.
These fees were equivalent to    .__    %, .54%, and .55%, respectively, of
the average net assets of the fund for each of these periods. During the
fiscal periods ended July 31,    1994     and1993, FMR received fees of   
$_______ and     $136,784 for its services as investment adviser to Global
Balanced Fund, which were equivalent to    __% and     .77% of the fund's
average net assets for the period.
To comply with the California Code of Regulations, FMR will reimburse a
fund if and to the extent that the fund's aggregate annual operating
expenses exceed specified percentages of its average net assets. The
applicable percentages are 2 1/2% of the first $30 million, 2% of the next
$70 million, and 1 1/2% of average net assets in excess of $100 million.
When calculating each fund's expenses for purposes of this regulation, each
fund may exclude interest, taxes, brokerage commissions, and extraordinary
expenses, as well as a portion of its distribution plan expenses (Global
Balanced) and custodian fees attributable to investments in foreign
securities.
SUB-ADVISERS.    On behalf of each fund, FMR has entered into sub-advisory
agreements with FMR U.K. and FMR Far East. On behalf of Global Balanced
Fund, FMR has also entered into sub-advisory agreements with FIJ and FIIA.
FIIA, in turn, has entered into a sub-advisory agreement with FIIAL U.K.
Pursuant to the sub-advisory agreements, FMR may receive investment advice
and research services outside the United States from the sub-advisers. FMR
may also grant the sub-advisers investment management authority as well as
the authority to buy and sell securities if FMR believes it would be
beneficial to the funds.    
Currently, FMR U.K., FMR Far East, FIJ, FIIA and FIIAL U.K. each focus on
issuers in countries other than the United States such as those in Europe,
Asia, and the Pacific Basin. 
FMR U.K. and FMR Far East are wholly owned subsidiaries of FMR. FIJ and
FIIA are wholly owned subsidiaries of Fidelity International Limited (FIL),
a Bermuda company formed in 1968 which primarily provides investment
advisory services to non-U.S. investment companies and institutional
investors investing in securities throughout the world. Edward C. Johnson
3d, Johnson family members, and various trusts for the benefit of the
Johnson family owns, directly or indirectly, more than 25% of the voting
common stock of FIL.    FIJ was organized in Japan in 1986. FIIA was
organized in Bermuda in 1983. FIIAL U.K. was organized in the United
Kingdom in 1984, and is a wholly owned subsidiary of Fidelity International
Management Holdings Limited, an indirect wholly owned subsidiary of
FIL.     
Under the sub-advisory agreements FMR pays the fees of FMR U.K., FMR Far
East, FIJ, and FIIA. FIIA, in turn, pays the fees of FIIAL U.K. For
providing non-discretionary investment advice and research services, the
sub-advisers are compensated as follows:
(bullet)  FMR pays FMR U.K. and FMR Far East fees equal to 110% and 105%,
respectively, of FMR U.K.'s and FMR Far East's costs incurred in connection
with providing investment advice and research services.
(bullet)  FMR pays FIIA and FIJ fees equal to 30% of FMR's monthly
management fee with respect to the average net assets held by the fund for
which the sub-adviser has provided FMR with investment advice and research
services. 
(bullet)  FIIA pays FIIAL U.K. a fee equal to 110% of FIIAL U.K.'s costs
incurred in connection with providing investment advice and research
services. 
For providing discretionary investment management and executing portfolio
transactions, the sub-advisers are compensated as follows: 
(bullet)  FMR pays FMR U.K., FMR Far East, FIJ, and FIIA a fee equal to 50%
of its monthly management fee with respect to the fund's average net assets
managed by the sub-adviser on a discretionary basis.
(bullet)  FIIA pays FIIAL U.K. a fee equal to 110% of FIIAL U.K.'s costs
incurred in connection with providing discretionary investment management
services.
For providing investment advice and research services, the fees paid to the
sub-advisers for fiscal 1994, 1993, and 1992 are set forth below.
BALANCED FUND
                                            
 
      FMR U.K.               FMR Far East   
 
      1994   $                     $   
 
      1993   $                     $   
 
      1992   $                     $   
 
GLOBAL BALANCED FUND
                                                                      
 
      FMR U.K.               FMR Far East   FIJ   FIIA   FIIAL U.K.   
 
      1994    $                     $         $   $   $   
 
      1993*   $                     $         $   $   $   
 
* From February, 1, 1993 (commencement of operations).
   For providing discretionary investment management and executing
portfolio transactions, the fees paid to the sub-advisers for fiscal 1994,
1993, and 1992 are set forth below.     
   GLOBAL BALANCED FUND    
 
<TABLE>
<CAPTION>
<S>       <C>               <C>       <C>       <C>                   <C>          <C>           <C>                 
                                                                                                                     
 
             FMR U.K.                              FMR Far East          FIJ          FIIA          FIIAL U.K.       
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                  <C>        <C>       <C>       <C>       <C>        <C>       <C>        <C>        <C>        
         1994           $                                        $                    $          $          $       
 
         1993*          $                                        $                    $          $          $       
 
</TABLE>
 
   * From February, 1, 1993 (commencement of operations).    
DISTRIBUTION AND SERVICE PLAN   S    
   Each fund     has adopted a distribution and service plan (the
   plan    ) under Rule 12b-1 of the Investment Company Act of 1940 (the
Rule). The Rule provides in substance that a mutual fund may not engage
directly or indirectly in financing any activity that is primarily intended
to result in the sale of shares of the fund except pursuant to a
   plan     adopted by the fund under the Rule.    Each     fund's Board of
Trustees    approved     the    plan     to allow    a     fund and FMR to
incur certain expenses that might be considered to constitute indirect
payment by the fund of distribution expenses. Under the    plan    , if the
payment to FMR of management fees should be deemed to be indirect financing
by    a     fund of the distribution of its shares, such payment is
authorized by the    plan    .    Balanced Fund's plan was approved by
shareholders on July 13, 1994. Global Balanced's plan was approved by FMR,
then the sole shareholder of the fund, on January 26, 1993.    
The    plan     specifically recognizes that FMR, either directly or
through FDC, may use its management fee revenue, past profits, or other
resources, without limitation, to pay promotional and administrative
expenses in connection with the offer and sale of shares of a fund. In
addition, the    plan     provides that FMR may use its resources,
including management fee revenues, to make payments to third parties that
provide assistance in selling shares of a fund, or to third parties,
including banks, that render shareholder support services. The Trustees
have not authorized such payments to date.
As required by the Rule, the Trustees carefully considered all pertinent
factors relating to the implementation of the    plan     prior to its
approval, and have determined that there is a reasonable likelihood that
the    plan     will benefit the fund and its shareholders. In particular,
the Trustees noted that the    plan     does not authorize payments by the
fund other than those made to FMR under its management contract with the
fund. To the extent that the    plan     gives FMR and FDC greater
flexibility in connection with the distribution of shares of the fund,
additional sales of the fund's shares may result. Additionally, certain
shareholder support services may be provided more effectively under the
   plan     by local entities with whom shareholders have other
relationships.
The Glass-Steagall Act generally prohibits federally and state chartered or
supervised banks from engaging in the business of underwriting, selling, or
distributing securities. Although the scope of this prohibition under the
Glass-Steagall Act has not been clearly defined by the courts or
appropriate regulatory agencies, FDC believes that the Glass-Steagall Act
should not preclude a bank from performing shareholder support services, or
servicing and recordkeeping functions. FDC intends to engage banks only to
perform such functions. However, changes in federal or state statutes and
regulations pertaining to the permissible activities of banks and their
affiliates or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions, if
any, would be necessary to continue to provide efficient and effective
shareholder services. In such event, changes in the operation of the fund
might occur, including possible termination of any automatic investment or
redemption or other services then provided by the bank. It is not expected
that shareholders would suffer any adverse financial consequences as a
result of any of these occurrences. The fund may execute portfolio
transactions with and purchase securities issued by depository institutions
that receive payments under the    plan    . No preference will be shown in
the selection of investments for the instruments of such depository
institutions. In addition, state securities laws on this issue may differ
from the interpretations expressed herein, and banks and other financial
institutions may be required to register as dealers pursuant to state law.
CONTRACTS WITH COMPANIES AFFILIATED WITH FMR
FSC is transfer, dividend disbursing, and shareholders' servicing agent for
the funds. Under the trust's contract with FSC, each fund pays an annual
fee of $   26.03     per basic retail account with a balance of $5,000 or
more, $   15.31     per basic retail account with a balance of less than
$5,000, and a supplemental activity charge of $   2.25 for standing order
transactions     and $   6.11     for monetary transactions. These fees and
charges are subject to annual cost escalation based on postal rate changes
and changes in wage and price levels as measured by the National Consumer
Price Index for Urban Areas. With respect to certain institutional client
master accounts, each fund pays FSC a per-account fee of $95, and monetary
transaction charges of $20 or $17.50, depending on the nature of services
provided. With respect to certain broker-dealer master accounts, each fund
pays FSC a per-account fee of $30, and a charge of $6 for monetary
transactions. Fees for certain institutional retirement plan accounts are
based on the net assets of all such accounts in a fund.
Under the contract, FSC pays out-of-pocket expenses associated with
providing transfer agent services. In addition, FSC bears the expense of
typesetting, printing, and mailing prospectuses, statements of additional
information, and all other reports, notices, and statements to
shareholders, with the exception of proxy statements. 
The table below shows the transfer agent fees paid to FSC    for the
    fiscal    periods     ended July 31, 1   994, 1993, and 1992.    
   Transfer Agent Fees    
          1994             1993             1992             
 
 
<TABLE>
<CAPTION>
<S>                    <C>   <C>       <C>          <C>       <C>          <C>       
Balanced Fund          $             $6,136,000             $2,519,000             
 
Global Balanced Fund   $             $62,000*               n/a                    
 
</TABLE>
 
* From February, 1, 1993 (commencement of operations).
The trust's contract with FSC also provides that FSC will perform the
calculations necessary to determine each fund's net asset value per share
and dividends, and maintain the funds' accounting records. The fee rates in
effect are based on a fund's average net assets, specifically, .06% for the
first $500 million of average net assets and .03% for average net assets in
excess of $500 million. The fee is limited to a minimum of $45,000 and a
maximum of $750,000 per year.
The table below shows the fees paid to FSC for pricing and bookkeeping
services, including related out-of-pocket expenses during each fund's last
three fiscal years:
   Pricing and Bookkeeping Fees    
          199   4                 1993             1992   
 
Balanced Fund          $             $713,000             $407,000   
 
Global Balanced Fund   $             $23,000*             n/a        
 
* From February, 1, 1993 (commencement of operations).
   FSC also receives fees for adminstering each fund's securities lending
program. Securities lending fees are based on the number and duration of
individual securities loans. The table below shows the securities landing
fees paid to FSC during each fund's last three fiscal periods.    
   Securities Lending Fees    
             1994                    1993                    1992       
 
 
<TABLE>
<CAPTION>
<S>                           <C>        <C>       <C>         <C>       <C>          
   Balanced Fund                 $                    $                     $         
 
   Global Balanced Fund          $                    $*                    n/a       
 
</TABLE>
 
   * From February, 1, 1993 (commencement of operations).    
Each fund has a distribution agreement with FDC, a Massachusetts
corporation organized on July 18, 1960. FDC is a broker-dealer registered
under the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. The distribution agreements call
for FDC to use all reasonable efforts, consistent with its other business,
to secure purchasers for shares of each fund, which are continuously
offered at net asset value. Promotional and administrative expenses in
connection with the offer and sale of shares are paid by FMR.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Fidelity Balanced Fund and Fidelity Global Balanced
Fund are funds of Fidelity Puritan Trust, an open-end management investment
company originally organized as a Delaware corporation and currently
organized as a Massachusetts business trust. The original Delaware
corporation was organized on December 12, 1946 and commenced operations on
January 17, 1947. On October 15, 1954, its domicile was changed to
Massachusetts, and on October 1, 1984 it was reorganized as a Massachusetts
business trust, at which time its name was changed from Fidelity Puritan
Fund, Inc. to Fidelity Puritan Fund. On January 1, 1987, the trust's name
was changed from Fidelity Puritan Fund to Fidelity Puritan Trust.
Currently, there are four funds of the trust: Fidelity Global Balanced
Fund, Fidelity Balanced Fund, Fidelity Low-Priced Stock Fund, and Fidelity
Puritan Fund. The Declaration of Trust permits the Trustees to create
additional funds.
In the event that FMR ceases to be the investment adviser to the trust or a
fund, the right of the trust or fund to use the identifying name "Fidelity"
may be withdrawn. There is a remote possibility that one portfolio might
become liable for any misstatement in its Prospectus or Statement of
Additional Information about another fund.
The assets of the trust received for the issue or sale of shares of each
fund and all income, earnings, profits, and proceeds thereof, subject only
to the rights of creditors, are especially allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets of
each fund are segregated on the books of account, and are to be charged
with the liabilities with respect to such fund and with a share of the
general expenses of the trust. Expenses with respect to the trust are to be
allocated in proportion to the asset value of the respective funds, except
where allocations of direct expense can otherwise be fairly made. The
officers of the trust, subject to the general supervision of the Board of
Trustees, have the power to determine which expenses are allocable to a
given fund, or which are general or allocable to all of the funds. In the
event of the dissolution or liquidation of the trust, shareholders of each
fund are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE LIABILITY.  The trust is an entity of the type
commonly known as a "Massachusetts business trust." Under Massachusetts
law, shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust. The Declaration of
Trust provides that the trust shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
trust or the Trustees include a provision limiting the obligations created
thereby to the trust and its assets. The Declaration of Trust provides for
indemnification out of each fund's property of any shareholder held
personally liable for the obligations of the fund. The Declaration of Trust
also provides that each fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the fund
and satisfy any judgment thereon. Thus, the risk of a shareholder incurring
financial loss on account of shareholder liability is limited to
circumstances in which a fund itself would be unable to meet its
obligations. FMR believes that, in view of the above, the risk of personal
liability to shareholders is remote.
The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects a Trustee
against any liability to which    t    he   y     would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of their office.
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest.    As a shareholder, you receive one vote for each dollar value
of net asset value per share you own.     The shares have no preemptive or
conversion rights; the voting and dividend rights, the right of redemption,
and the privilege of exchange are described in the Prospectus. Shares are
fully paid and nonassessable, except as set forth under the heading
"Shareholder and Trustee Liability" above. Shareholders representing 10% or
more of the trust or a fund may, as set forth in the Declaration of Trust,
call meetings of the trust or a fund for any purpose related to the trust
or fund, as the case may be, including, in the case of a meeting of the
entire trust, the purpose of voting on removal of one or more Trustees. The
trust or any fund may be terminated upon the sale of its assets to another
open-end management investment company, or upon liquidation and
distribution of its assets, if approved by vote of the holders of a
majority of the trust or the fund as determined by the current value of
each shareholder's investment in the fund or trust. If not so terminated,
the trust and its funds will continue indefinitely.    Each fund may invest
all of its assets in another investment company.    
CUSTODIAN. Brown Brothers Harriman & Co., 40 Water Street, Boston,
Massachusetts, is custodian of the assets of each fund. The custodian is
responsible for the safekeeping of the funds' assets and the appointment of
subcustodian banks and clearing agencies. The custodian takes no part in
determining the investment policies of a fund or in deciding which
securities are purchased or sold by the funds. The funds may, however,
invest in obligations of the custodian and may purchase securities from or
sell securities to the custodian.
FMR, its officers and directors, its affiliated companies, and the trust's
Trustees may from time to time have transactions with various banks,
including banks serving as custodians for certain of the funds advised by
FMR. The Boston branch of the fund's custodian leases its office space from
an affiliate of FMR at a lease payment which, when entered into, was
consistent with prevailing market rates. Transactions that have occurred to
date include mortgages and personal and general business loans. In the
judgment of FMR, the terms and conditions of those transactions were not
influenced by existing or potential custodial or other fund relationships.
AUDITOR.    Coopers & Lybrand    , One Post Office Square, Boston,
Massachusetts serves as the trust's independent accountant. The auditor
examines financial statements for the funds and provides other audit, tax,
and related services.
FINANCIAL STATEMENTS
   Each fund's financial statements and financial highlights for the fiscal
year ended July 31, 1994 are included in each fund's Annual Report, which
is a separate report supplied with this Statement of Additional
Information. Each fund's financial statements and financial highlights are
incorporated herein by reference.    
APPENDIX
DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC.'S CORPORATE BOND RATINGS:
AAA - Bonds rated Aaa are judged to be of the best quality. They carry the
smallest degree of investment risk and are generally referred to as "gilt
edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective
elements are likely to change, such changes as can be visualized are most
unlikely to impair the fundamentally strong position of such issues.
AA - Bonds rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than
in Aaa securities.
A - Bonds rated A possess many favorable investment attributes and are to
be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.
BAA - Bonds rated Baa are considered as medium-grade obligations, i.e.,
they are neither highly protected nor poorly secured. Interest payments and
principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any
great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
   BA - Bonds rated Ba are judged to have speculative elements. Their
future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during both good and bad times over the future. Uncertainty of
position characterizes bonds in this class.    
   B - Bonds rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or maintenance of
other terms of the contract over any long period of time may be small.    
   CAA - Bonds rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to
principal or interest.    
   CA - Bonds rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked
short-comings.    
   C - Bonds rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining
any real investment standing.    
Moody's applies numerical modifiers, 1, 2, and 3, in each generic rating
classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and
the modifier 3 indicates that the issue ranks in the lower end of its
generic rating category.
DESCRIPTION OF STANDARD & POOR'S CORPORATION'S CORPORATE BOND RATINGS:
AAA - Debt rated AAA has the highest rating assigned by Standard &
Poor's to a debt obligation. Capacity to pay interest and repay principal
is extremely strong.
AA - Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the highest-rated issues only in small degree.
A - Debt rated A has a strong capacity to pay interest and repay principal,
although it is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions.
BBB - Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate
protection parameters, adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay
interest and repay principal for debt in this category than in higher-rated
categories.
   BB - Debt rate BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to inadequate capacity to meet timely interest and principal
payments.    
   B - Debt rated B has a greater vulnerability to default but currently
has the capacity to meet interest payments and principal repayments.
Adverse business, financial, or economic conditions will likely impair
capacity or willingness to pay interest and repay principal. The B rating
category is also used for debt subordinated to senior debt that is assigned
an actual or implied BB- rating.    
   CCC - Debt rated CCC has a currently identifiable vulnerability to
default, and is dependent upon favorable business, financial, and economic
conditions to meet timely payment of interest and repayment of principal.
In the event of adverse business, financial, or economic conditions, it is
not likely to have the capacity to pay interest and repay principal.    
   CC - Debt rated CC is typically applied to debt subordinated to senior
debt which is assigned an actual or implied CCC debt rating.    
   C - The rating C is typically applied to debt subordinated to senior
debt which is assigned an actual or implied CCC- debt rating. The C rating
may be used to cover a situation where a bankruptcy petition has been filed
but debt service payments are continued.    
   CI - The rating CI is reserved for income bonds on which no interest is
being paid.    
   D - Debt rated D is in payment default. The D rating category is used
when interest payments or principal payments are not made on the date due
even if the applicable grace period has not expired, unless S&P
believes that such payments will be made during such grace period. The D
rating will also be used upon the filing of a bankruptcy petition if debt
service payments are jeopardized.    
The ratings from AA to CCC may be modified by the addition of a plus or
minus to show relative standing within the major rating categories.
PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits
  (a)  Not applicable.
  (b) Exhibits:
 1. Declaration of Trust dated October 1, 1984 is incorporated herein by
reference to Exhibit 1 of Post-Effective Amendment No. 76 of Registration
Statement No. 2-11884.
(a) Supplement to Declaration of Trust dated January 14, 1985 is
incorporated herein by reference to Exhibit 1(a) to Post-Effective
Amendment No. 95.
(b) Supplement to Declaration of Trust dated December 17, 1986 is
incorporated herein by reference to Exhibit 1(b) to Post-Effective
Amendment No. 95.
(c) Supplement to Declaration of Trust dated January 16, 1987 is
incorporated herein by reference to Exhibit 1(b) to Post-Effective
Amendment No. 84.
(d) Supplement to Declaration of Trust dated January 4, 1988 is
incorporated herein by reference to Exhibit 1(a) to Post-Effective
Amendment No. 84.
(e) Supplement to Declaration of Trust dated August 1, 1989 is incorporated
herein by reference to Exhibit 1(c) to Post-Effective Amendment No. 91.
 2. Bylaws of Registrant are incorporated herein by reference to Exhibit 2
to Post-Effective Amendment No. 76.
(a) Supplement to Bylaws of Registrant dated August 1, 1989 is incorporated
herein by reference to Exhibit 2(a) to Post-Effective Amendment No. 90.
 3. Not applicable.
 4. Not applicable.
 5. (a) Management Contract between Fidelity Puritan Fund and Fidelity
Management & Research Company dated January 1, 1993 is filed herein as
Exhibit 5(b).
(b) Management Contract between Fidelity Balanced Fund and Fidelity
Management & Research Company, dated September 29, 1989, is
incorporated herein by reference to Exhibit 5(b) to Post-Effective
Amendment No. 94.
(c) Management Contract between Fidelity Low-Priced Stock Fund and Fidelity
Management & Research Company, dated December 1, 1990, is incorporated
herein by reference to Exhibit 5(c) to Post-Effective Amendment No. 98.
(d) Management Contract between Fidelity Global Balanced Fund and Fidelity
Management & Research Company is incorporated herein by reference to
Exhibit 5(e) in Post-Effective Amendment No. 104.
(e) Sub-Advisory Agreement for Fidelity Puritan Fund between Fidelity
Management & Research (Far East) Inc. and Fidelity Management &
Research Company, dated August 1, 1989, is incorporated herein by reference
to Exhibit 5(d) to Post-Effective Amendment No. 94.
(f) Sub-Advisory Agreement for Fidelity Balanced Fund between Fidelity
Management & Research (Far East) Inc. and Fidelity Management &
Research Company, dated August 1, 1989, is incorporated herein by reference
to Exhibit 5(e) to Post-Effective Amendment No. 94.
(g) Sub-Advisory Agreement for Fidelity Low-Priced Stock Fund between
Fidelity Management & Research (Far East) Inc. and Fidelity Management
& Research Company, dated December 1, 1990, is incorporated herein by
reference to Exhibit 5(f) to Post-Effective Amendment No. 98.
(h) Sub-Advisory Agreement for Fidelity Puritan Fund between Fidelity
Management & Research (U.K.) Inc. and Fidelity Management &
Research Company, dated August 1, 1989, is incorporated herein by reference
to Exhibit 5(g) to Post-Effective Amendment No. 94.
(i) Sub-Advisory Agreement for Fidelity Balanced Fund between Fidelity
Management & Research (U.K.) Inc. and Fidelity Management &
Research Company, dated August 1, 1989, is incorporated herein by reference
to Exhibit 5(h) to Post-Effective Amendment No. 94.
(j) Sub-Advisory Agreement for Fidelity Low-Priced Stock Fund between
Fidelity Management & Research (U.K.) Inc. and Fidelity Management
& Research Company, dated December 1, 1990, is incorporated herein by
reference to Exhibit 5(i) to Post-Effective Amendment No. 98.
(k) Sub-Advisory Agreement for Fidelity Global Balanced Fund between
Fidelity Management & Research (U.K.) Inc. and Fidelity Management
& Research Company dated January 14, 1993 is filed herein as Exhibit
5(l).
(l) Sub-Advisory Agreement for Fidelity Global Balanced Fund between
Fidelity Management & Research (Far East) Inc. and Fidelity Management
& Research Company dated January 14, 1993 is filed herein as Exhibit
5(m).
(m) Sub-Advisory Agreement for Fidelity Global Balanced Fund between
Fidelity International Investment Advisors and Fidelity Management &
Research Company is incorporated herein by reference to Exhibit 5(n) to
Post-Effective Amendment No. 104.
(n) Sub-Advisory Agreement for Fidelity Global Balanced Fund between
Fidelity International Investment Advisors (U.K.) Limited and Fidelity
International Investment Advisors is incorporated herein by reference to
Exhibit 5(o) to Post-Effective Amendment No. 104.
(o) Form of Sub-Advisory Agreement for Fidelity Global Balanced Fund
between Fidelity Investments Japan Ltd. and Fidelity Management &
Research Company was filed as Exhibit 5(p) to Post-Effective Amendment No.
104.
 6. (a) General Distribution Agreement between Registrant on behalf of
Fidelity Puritan Fund and Fidelity Distributors Corporation, dated April 1,
1987, is incorporated herein by reference to Exhibit 6(a) to Post-Effective
Amendment No. 95.
(b) General Distribution Agreement between Registrant on behalf of Fidelity
Balanced Fund and Fidelity Distributors Corporation, dated April 1, 1987,
is incorporated herein by reference to Exhibit 6(b) to Post-Effective
Amendment No. 95.
(c) Amendment to General Distribution Agreements between Registrant on
behalf of Fidelity Puritan Fund and Fidelity Balanced Fund, respectively,
and Fidelity Distributors Corporation, dated January 1, 1988 is
incorporated herein by reference to Exhibit 6(c) to Post-Effective
Amendment No. 95.
(d) General Distribution Agreement between Fidelity Low-Priced Stock Fund
and Fidelity Distributors Corporation dated December 14, 1989 is
incorporated herein by reference to Exhibit 6(d) to Post-Effective
Amendment No. 95.
(e) General Distribution Agreement between Registrant on behalf of Fidelity
Global Balanced Fund, and Fidelity Distributors Corporation dated January
14, 1994 is filed herein as Exhibit 6(e) to Post-Effective Amendment No.
104.
7. Retirement Plan for Non-Interested Persons, Trustees, Directors or
General Partners, effective November 1, 1989, is incorporated by reference
to Exhibit 7.
 8. (a) Custodian Agreement, dated as of July 18, 1991, between Fidelity
Puritan Trust and the Chase Manhattan Bank, N.A. (currently, with respect
to Fidelity Puritan Fund) is incorporated by reference to Exhibit 8(a) to
Post-Effective Amendment No. 101.
(b) Custodian Agreement, dated as of July 23, 1987, between Fidelity
Puritan Trust and Brown Brothers Harriman & Co. (currently, with
respect to Fidelity Balanced Fund and Fidelity Low-Priced Stock Fund) is
incorporated herein by reference to Exhibit 8(b) to Post-Effective
Amendment No. 95.
(c) Appendix A to Custodian Agreement between Fidelity Puritan Trust and
Brown Brothers Harriman & Co., dated as of December 27, 1989, is
incorporated herein by reference to Exhibit 8(c) to Post-Effective
Amendment No. 95.
(d) Form of Appendix A to the Custodian Agreement between Fidelity Puritan
Trust and Brown Brothers Harriman & Co. was filed as Exhibit 8(d) to
Post-Effective Amendment No. 104.
 9. (a) Amended Service Agreement between Fidelity Puritan Trust, FMR
Corp., and Fidelity Service Co., dated June 1, 1989 is incorporated herein
by reference to Exhibit 9(a) to Post-Effective Amendment No. 92.
(b) Schedules A (transfer, dividend disbursing and shareholders' service);
B (pricing and bookkeeping); and C (securities lending transactions) dated
June 1, 1989 pertaining to Fidelity Puritan Fund are incorporated herein by
reference to Exhibit 9(b) to Post-Effective Amendment No. 92.
(c) Schedules A (transfer, dividend disbursing and shareholders' service);
B (pricing and bookkeeping); and C (securities lending transactions) dated
June 1, 1989 pertaining to Fidelity Balanced Fund are incorporated herein
by reference to Exhibit 9(c) to Post-Effective Amendment No. 92.
(d) Schedules A (transfer, dividend disbursing and shareholders' service);
B (pricing and bookkeeping); and C (securities lending transactions) dated 
December 14, 1989 pertaining to Fidelity Low-Priced Stock Fund are
incorporated herein by reference to Exhibit 9(d) to Post-Effective
Amendment No. 94.
(e) Form of Schedules A (transfer, dividend disbursing and shareholders'
service); B (pricing and bookkeeping); and C (securities lending
transactions) pertaining to Fidelity Global Balanced Fund were filed as
Exhibit 9(e) to Post-Effective Amendment No. 104.
 10.  Not applicable.
 11.  Not applicable.
 12.  Not applicable.
 13.  Not applicable.
 14. (a) Fidelity Individual Retirement Account Custodial Agreement and
Disclosure Statement, as currently in effect, was filed as Exhibit 14(a) to
Post-Effective Amendment No. 98.
(b) Fidelity 403(b)(7) Custodial Account Agreement, as currently in effect,
was filed as Exhibit 14(b) to Post-Effective Amendment No. 98.
(c) Fidelity Defined Contribution Retirement Plan and Trust Agreement, as
currently in effect, was filed as Exhibit 14(c) to Post-Effective Amendment
No. 98.
(d) Fidelity Defined Benefit Pension Plan and Trust, as currently in
effect, was filed as Exhibit 14(d) to Post-Effective Amendment No. 98.
(e) Fidelity Master Plan For Savings and Investments, as currently in
effect, was filed as Exhibit 14(e) to Post-Effective Amendment No. 98.
(f) Fidelity Investment 401(a) Prototype Plan For Tax-Exempt Employers, as
currently in effect, was filed as Exhibit 14(f) to Post-Effective Amendment
No. 98.
(g) Fidelity Group Individual Retirement Account Custodial Agreement and
Disclosure Statement, as currently in effect, was filed as Exhibit 14(g) to
Post-Effective Amendment No. 98.
15. Distribution and Service Plan between Fidelity Global Balanced Fund and
Fidelity Distributors Corporation is incorporated herein by reference to
Exhibit 15 to Post-Effective Amendment No. 104.
16.          (a) A schedule for computation of performance quotations is
incorporated by reference to Exhibit 16 to Post-Effective Amendment No. 87.
 
  (b) A Schedule for computation of long-term moving averages for  Fidelity 
Low-Priced Stock Fund is      filed herein as Exhibit 16.
Item 25. Persons Controlled By or Under Common Control with Registrant
 The Board of Trustees of Fidelity Puritan Trust is the same as the boards
of other funds advised by FMR, each of which has Fidelity Management &
Research Company as its investment adviser. In addition, the officers of
these funds are substantially identical.  Nonetheless, the Registrant takes
the position that it is not under common control with these other funds
since the power residing in the respective boards and officers arises as
the result of an official position with the respective funds.
 
Item 26. Number of Holders of Securities  May 31, 1994
Title of Class:  Shares of Beneficial Interest
Name of Series   Number of Record Holders   
 
Fidelity Puritan Fund            917,072   
 
Fidelity Balanced Fund           636,491   
 
Fidelity Low-Priced Stock Fund   186,135   
 
Fidelity Global Balanced Fund    43,327    
 
Item 27. Indemnification
 Article XI, Section 2 of the Declaration of Trust sets forth the
reasonable and fair means for determining whether indemnification shall be
provided to any past or present Trustee or officer.  It states that the
Registrant shall indemnify any present or past Trustee or officer to the
fullest extent permitted by law against liability and all expenses
reasonably incurred by him in connection with any claim, action, suit or
proceeding in which he is involved by virtue of his service as a trustee,
an officer, or both.  Additionally, amounts paid or incurred in settlement
of such matters are covered by this indemnification.  Indemnification will
not be provided in certain circumstances, however.  These include instances
of willful misfeasance, bad faith, gross negligence, and reckless disregard
of the duties involved in the conduct of the particular office involved.
Item 28. Business and Other Connections of Investment Adviser
 (1)  FIDELITY MANAGEMENT & RESEARCH COMPANY
 FMR serves as investment adviser to a number of other investment
companies.  The directors and officers of the Adviser have held, during the
past two fiscal years, the following positions of a substantial nature.
 
<TABLE>
<CAPTION>
<S>                      <C>                                                                    
Edward C. Johnson 3d     Chairman of the Executive Committee of FMR; President and              
                         Chief Executive Officer of FMR Corp.; Chairman of the Board            
                         and a Director of FMR, FMR Corp., FMR Texas Inc., Fidelity             
                         Management & Research (U.K.) Inc. and Fidelity                     
                         Management & Research (Far East) Inc.; President and               
                         Trustee of funds advised by FMR;                                       
 
                                                                                                
 
J. Gary Burkhead         President of FMR; Managing Director of FMR Corp.; President            
                         and a Director of FMR Texas Inc. Fidelity Management &             
                         Research (U.K.) Inc. and Fidelity Management & Research            
                         (Far East) Inc.; Senior Vice President and Trustee of funds advised    
                         by FMR.                                                                
 
                                                                                                
 
Peter S. Lynch           Vice Chairman of FMR (1992).                                           
 
                                                                                                
 
David Breazzano          Vice President of FMR (1993) and of a fund advised by FMR.             
 
                                                                                                
 
Stephan Campbell         Vice President of FMR (1993).                                          
 
                                                                                                
 
Rufus C. Cushman, Jr.    Vice President of FMR and of funds advised by FMR; Corporate           
                         Preferred Group Leader.                                                
 
                                                                                                
 
Will Danoff              Vice President of FMR (1993) and of a fund advised by FMR.             
 
                                                                                                
 
Scott DeSano             Vice President of FMR (1993).                                          
 
                                                                                                
 
Penelope Dobkin          Vice President of FMR and of a fund advised by FMR.                    
 
                                                                                                
 
Larry Domash             Vice President of FMR (1993).                                          
 
                                                                                                
 
George Domolky           Vice President of FMR (1993) and of a fund advsied by FMR.             
 
                                                                                                
 
Charles F. Dornbush      Senior Vice President of FMR; Chief Financial Officer of the           
                         Fidelity funds; Treasurer of FMR Texas Inc., Fidelity Management       
                         & Research (U.K.) Inc., and Fidelity Management &              
                         Research (Far East) Inc.                                               
 
                                                                                                
 
Robert K. Duby           Vice President of FMR.                                                 
 
                                                                                                
 
Margaret L. Eagle        Vice President of FMR and of a fund advised by FMR.                    
 
                                                                                                
 
Kathryn L. Eklund        Vice President of FMR.                                                 
 
                                                                                                
 
Richard B. Fentin        Senior Vice President of FMR (1993) and of a fund advised by           
                         FMR.                                                                   
 
                                                                                                
 
Daniel R. Frank          Vice President of FMR and of funds advised by FMR.                     
 
                                                                                                
 
Michael S. Gray          Vice President of FMR and of funds advised by FMR.                     
 
                                                                                                
 
Barry A. Greenfield      Vice President of FMR and of funds advised by FMR.                     
 
                                                                                                
 
William J. Hayes         Senior Vice President of FMR; Income/Growth Group Leader and           
                         International Group Leader.                                            
 
                                                                                                
 
Robert Haber             Vice President of FMR and of funds advised by FMR.                     
 
                                                                                                
 
Daniel Harmetz           Vice President of FMR and of a fund advised by FMR.                    
 
                                                                                                
 
Ellen S. Heller          Vice President of FMR.                                                 
 
                                                                                                
 
John Hickling            Vice President of FMR (1993) and of funds advised by FMR.              
 
                                                                                                
 
Robert F. Hill           Vice President of FMR; and Director of Technical Research.             
 
                                                                                                
 
Stephan Jonas            Vice President of FMR (1993).                                          
 
                                                                                                
 
David B. Jones           Vice President of FMR (1993).                                          
 
                                                                                                
 
Steven Kaye              Vice President of FMR (1993) and of a fund advised by FMR.             
 
                                                                                                
 
Frank Knox               Vice President of FMR (1993).                                          
 
                                                                                                
 
Robert A. Lawrence       Senior Vice President of FMR (1993); and High Income Group             
                         Leader.                                                                
 
                                                                                                
 
Alan Leifer              Vice President of FMR and of a fund advised by FMR.                    
 
                                                                                                
 
Harris Leviton           Vice President of FMR (1993) and of a fund advsied by FMR.             
 
                                                                                                
 
Bradford E. Lewis        Vice President of FMR and of funds advised by FMR.                     
 
                                                                                                
 
Robert H. Morrison       Vice President of FMR and Director of Equity Trading.                  
 
                                                                                                
 
David Murphy             Vice President of FMR and of funds advised by FMR.                     
 
                                                                                                
 
Jacques Perold           Vice President of FMR.                                                 
 
                                                                                                
 
Brian Posner             Vice President of FMR (1993) and of a fund advsied by FMR.             
 
                                                                                                
 
Anne Punzak              Vice President of FMR and of funds advised by FMR.                     
 
                                                                                                
 
Richard A. Spillane      Vice President of FMR and of funds advised by FMR; and                 
                         Director of Equity Research.                                           
 
                                                                                                
 
Robert E. Stansky        Senior Vice President of FMR (1993) and of funds advised by            
                         FMR.                                                                   
 
                                                                                                
 
Thomas Steffanci         Senior Vice President of FMR (1993); and Fixed-Income Division         
                         Head.                                                                  
 
                                                                                                
 
Gary L. Swayze           Vice President of FMR and of funds advised by FMR; and                 
                         Tax-Free Fixed-Income Group Leader.                                    
 
                                                                                                
 
Donald Taylor            Vice President of FMR (1993) and of funds advised by FMR.              
 
                                                                                                
 
Beth F. Terrana          Senior Vice President of FMR (1993) and of funds advised by            
                         FMR.                                                                   
 
                                                                                                
 
Joel Tillinghast         Vice President of FMR (1993) and of a fund advised by FMR.             
 
                                                                                                
 
Robert Tucket            Vice President of FMR (1993).                                          
 
                                                                                                
 
George A. Vanderheiden   Senior Vice President of FMR; Vice President of funds advised by       
                         FMR; and Growth Group Leader.                                          
 
                                                                                                
 
Jeffrey Vinik            Senior Vice President of FMR (1993) and of a fund advised by           
                         FMR.                                                                   
 
                                                                                                
 
Guy E. Wickwire          Vice President of FMR and of funds advised by FMR.                     
 
                                                                                                
 
Arthur S. Loring         Senior Vice President (1993), Clerk and General Counsel of FMR;        
                         Vice President, Legal of FMR Corp.; and Secretary of funds             
                         advised by FMR.                                                        
 
</TABLE>
 
(2)  FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. (FMR U.K.)
 FMR U.K. provides investment advisory services to Fidelity Management
& Research Company and Fidelity Management Trust Company.  The
directors and officers of the Sub-Adviser have held the following positions
of a substantial nature during the past two fiscal years.
 
<TABLE>
<CAPTION>
<S>                    <C>                                                                   
Edward C. Johnson 3d   Chairman and Director of FMR U.K.; Chairman of the Executive          
                       Committee of FMR; Chief Executive Officer of FMR Corp.;               
                       Chairman of the Board and a Director of FMR, FMR Corp., FMR           
                       Texas Inc., and Fidelity Management & Research (Far East)         
                       Inc.; President and Trustee of funds advised by FMR.                  
 
                                                                                             
 
J. Gary Burkhead       President and Director of FMR U.K.; President of FMR; Managing        
                       Director of FMR Corp.; President and a Director of FMR Texas Inc.     
                       and Fidelity Management & Research (Far East) Inc.; Senior        
                       Vice President and Trustee of funds advised by FMR.                   
 
                                                                                             
 
Richard C. Habermann   Senior Vice President of FMR U.K.; Senior Vice President of           
                       Fidelity Management & Research (Far East) Inc.; Director of       
                       Worldwide Research of FMR.                                            
 
                                                                                             
 
Charles F. Dornbush    Treasurer of FMR U.K.; Treasurer of Fidelity Management &         
                       Research (Far East) Inc.; Treasurer of FMR Texas Inc.; Senior Vice    
                       President and Chief Financial Officer of the Fidelity funds.          
 
                                                                                             
 
David Weinstein        Clerk of FMR U.K.; Clerk of Fidelity Management & Research        
                       (Far East) Inc.; Secretary of FMR Texas Inc.                          
 
</TABLE>
 
 
(3)  FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC. (FMR Far East)
 FMR Far East provides investment advisory services to Fidelity Management
& Research Company and Fidelity Management Trust Company.  The
directors and officers of the Sub-Adviser have held the following positions
of a substantial nature during the past two fiscal years.
 
<TABLE>
<CAPTION>
<S>                    <C>                                                                   
Edward C. Johnson 3d   Chairman and Director of FMR Far East; Chairman of the Executive      
                       Committee of FMR; Chief Executive Officer of FMR Corp.;               
                       Chairman of the Board and a Director of FMR, FMR Corp., FMR           
                       Texas Inc. and Fidelity Management & Research (U.K.) Inc.;        
                       President and Trustee of funds advised by FMR.                        
 
                                                                                             
 
J. Gary Burkhead       President and Director of FMR Far East; President of FMR; Managing    
                       Director of FMR Corp.; President and a Director of FMR Texas Inc.     
                       and Fidelity Management & Research (U.K.) Inc.; Senior Vice       
                       President and Trustee of funds advised by FMR.                        
 
                                                                                             
 
Richard C. Habermann   Senior Vice President of FMR Far East; Senior Vice President of       
                       Fidelity Management & Research (U.K.) Inc.; Director of           
                       Worldwide Research of FMR.                                            
 
                                                                                             
 
William R. Ebsworth    Vice President of FMR Far East.                                       
 
                                                                                             
 
Bill Wilder            Vice President of FMR Far East (1993).                                
 
                                                                                             
 
Charles F. Dornbush    Treasurer of FMR Far East; Treasurer of Fidelity Management &     
                       Research (U.K.) Inc.; Treasurer of FMR Texas Inc.; Senior Vice        
                       President and Chief Financial Officer of the Fidelity funds.          
 
                                                                                             
 
David C. Weinstein     Clerk of FMR Far East; Clerk of Fidelity Management &             
                       Research (U.K.) Inc.; Secretary of FMR Texas Inc.                     
 
</TABLE>
 
 
(4)  FIDELITY INTERNATIONAL INVESTMENT ADVISORS 
       Pembroke Hall, 42 Crow Lane, Pembroke, Bermuda
 The directors and officers of Fidelity International Investment Advisors
(FIIA) have held, during the past two fiscal years, the following positions
of a substantial nature.
 
<TABLE>
<CAPTION>
<S>                     <C>                                                                      
Anthony Bolton          Director of FIIA and FIIAL (U.K.); Director of Fidelity International    
                        Management Holdings Limited.                                             
 
                                                                                                 
 
Martin P. Cambridge     Director of FIIA and FIIAL (U.K.); Chief Financial Officer of            
                        Fidelity International Ltd. and Fidelity Investment Services Ltd.        
 
                                                                                                 
 
Kirk Caza               Vice President of FIIA.                                                  
 
                                                                                                 
 
Charles T. M. Collis    Director and Secretary of FIIA; Partner in Conyers, Dill &           
                        Pearman, Hamilton, Bermuda; Secretary to many companies in the           
                        Fidelity international group of companies.                               
 
                                                                                                 
 
Stephen A. DeSilva      Treasurer of FIIA and Fidelity International Limited.                    
 
                                                                                                 
 
Geoffrey J. Mansfield   Director of FIIA.                                                        
 
                                                                                                 
 
Frank Mutch             Assistant Secretary of FIIA.                                             
 
                                                                                                 
 
David J. Saul           President, Director, and Controller of FIIA; Director of Fidelity        
                        International Limited.                                                   
 
                                                                                                 
 
Michael Sommerville     Vice President of FIIA; Vice President of Fidelity International         
                        Limited.                                                                 
 
                                                                                                 
 
Toshiaki Wakabayashi    Director of FIIA.                                                        
 
</TABLE>
 
(5)  FIDELITY INTERNATIONAL INVESTMENT ADVISORS (U.K.) LIMITED
      27-28 Lovat Lane, London, England
 The directors and officers of Fidelity International Investment Advisors
(U.K.) Limited (FIIAL (U.K.)) have held, during the past two fiscal years,
the following positions of a substantial nature.
 
<TABLE>
<CAPTION>
<S>                   <C>                                                                      
Anthony Bolton        Director of FIIAL (U.K.) and FIIA; Director of Fidelity International    
                      Management Holdings Limited.                                             
 
                                                                                               
 
Martin P. Cambridge   Director and Secretary of FIIAL (U.K.) and FIIA; Chief Financial         
                      Officer of Fidelity International Ltd. and Fidelity Investment           
                      Services Ltd.                                                            
 
                                                                                               
 
C. Bruce Johnstone    Director of FIIAL (U.K.).                                                
 
</TABLE>
 
(6) FIDELITY INVESTMENTS JAPAN LIMITED
    Hibiya Park Building, 1-8-1 Yuraku-cho, Chiyoda-Ku, Tokyo, Japan
 The directors and officers of Fidelity Investments Japan Limited have
held, during the past two fiscal years, the following positions of a
substantial nature.
 
<TABLE>
<CAPTION>
<S>                    <C>                                                                
Edward C. Johnson 3d   Chairman and Director of FMR Far East; Chairman of the             
                       Executive Committee of FMR; Chief Executive Officer of             
                       FMR Corp.; Chairman of the Board and a Director of FMR,            
                       FMR Corp., FMR Texas Inc. (1989) and Fidelity Management           
                       & Research (U.K.) Inc.; President and  Trustee of funds        
                       advised by FMR.                                                    
 
                                                                                          
 
Glen R. Moreno         President of Fidelity International Limited;  Chairman of          
                       Fidelity International Management Holdings Limited.                
 
                                                                                          
 
Yasuo Kuramoto         Vice Chairman of Fidelity Investments Japan Limited (1988),        
                       Chairman of Fidelity International Investment Advisors (Japan)     
                       Limited (1991).                                                    
 
                                                                                          
 
Yasukazu Akamatsu                                                                         
 
                                                                                          
 
Masaharu Izumi                                                                            
 
                                                                                          
 
Hiroshi Yamashita                                                                         
 
                                                                                          
 
Kozo Tango                                                                                
 
                                                                                          
 
Yoshiharu Okazaki      President of Fidelity International Investment Advisors (Japan)    
                       Limited (1992), Director of Fidelity Investments Japan Limited     
                       (1989), Managing Director of Fidelity International                
                       Management Holding Limited (1988-1992)                             
 
                                                                                          
 
Takashi Kato                                                                              
 
                                                                                          
 
Nobuhide Kamiyama                                                                         
 
                                                                                          
 
Arthur M. Jesson                                                                          
 
                                                                                          
 
Noboru Kawai                                                                              
 
                                                                                          
 
Shinobu Kasaya                                                                            
 
</TABLE>
 
Item 29. Principal Underwriters
(a) Fidelity Distributors Corporation (FDC) acts as distributor for most
funds advised by FMR and the following other funds:
CrestFunds, Inc.
The Victory Funds
ARK Funds
(b)                                                                  
 
Name and Principal   Positions and Offices   Positions and Offices   
 
Business Address*    With Underwriter        With Registrant         
 
Edward C. Johnson 3d   Director                   Trustee and President   
 
Nita B. Kincaid        Director                   None                    
 
W. Humphrey Bogart     Director                   None                    
 
Kurt A. Lange          President and Treasurer    None                    
 
William Adair          Senior Vice President      None                    
 
Thomas W. Littauer     Senior Vice President      None                    
 
Arthur S. Loring       Vice President and Clerk   Secretary               
 
* 82 Devonshire Street, Boston, MA
 (c) Not applicable.
Item 30. Location of Accounts and Records
 All accounts, books, and other documents required to be maintained by
Section 31a of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company or Fidelity
Service Co., 82 Devonshire Street, Boston, MA 02109, or the funds'
respective custodian Brown Brothers Harriman & Co., 40 Water Street,
Boston, MA, and the Chase Manhattan Bank, 1211 Avenue of  the Americas, New
York, NY.
Item 31.  Management Services
 Not applicable
Item 32. Undertakings
The Registrant undertakes for the fund: (1) to call a meeting of
shareholders for the purpose of voting upon the question of removal of a
trustee or trustees, when requested to do so by record holders of not less
than 10% of its outstanding shares; and (2) to assist in communications
with other shareholders pursuant to Section 16(c)(1) and (2), whenever
shareholders meeting the qualifications set forth in Section 16(c) seek the
opportunity to communicate with other shareholders with a view toward
requesting a meeting.  
 
The Registrant on behalf of Fidelity Balanced Fund, Fidelity Global
Balanced Fund, Fidelity Low-Priced Stock Fund, and Fidelity Puritan Fund,
provided the information required by Item 5A is contained in the annual
report, underakes to furnish to each person to whom a prospectus has been
delivered, upon their request and without charge, a copy of the
Registrant's latest annual report to shareholders.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this
Post-Effective Amendment No. 108 to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Boston, and Commonwealth of Massachusetts, on the 5th day of July, 1994.
 
      FIDELITY PURITAN TRUST
      By /s/Edward C. Johnson 3d (dagger)
        Edward C. Johnson 3d, President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
 
     (Signature)    (Title)   (Date)   
 
 
<TABLE>
<CAPTION>
<S>                               <C>                             <C>            
/s/Edward C. Johnson 3d(dagger)   President and Trustee           July 5, 1994   
 
    Edward C. Johnson 3d          (Principal Executive Officer)                  
 
                                                                                 
 
</TABLE>
 
/s/Gary L. French      Treasurer   July 5, 1994   
 
    Gary L. French               
 
/s/J. Gary Burkhead     Trustee   July 5, 1994   
 
    J. Gary Burkhead               
 
                                                          
/s/Ralph F. Cox             *    Trustee   July 5, 1994   
 
    Ralph F. Cox               
 
                                                        
/s/Richard J. Flynn        *   Trustee   July 5, 1994   
 
    Richard J. Flynn               
 
                                                        
/s/E. Bradley Jones        *   Trustee   July 5, 1994   
 
    E. Bradley Jones               
 
                                                          
/s/Donald J. Kirk            *   Trustee   July 5, 1994   
 
   Donald J. Kirk               
 
                                                           
/s/Peter S. Lynch             *   Trustee   July 5, 1994   
 
   Peter S. Lynch               
 
                                                      
/s/Edward H. Malone      *   Trustee   July 5, 1994   
 
   Edward H. Malone               
 
/s/Gerald C. McDonough*   Trustee   July 5, 1994   
 
    Gerald C. McDonough               
 
/s/Thomas R. Williams    *   Trustee   July 5, 1994   
 
   Thomas R. Williams               
 
(dagger) Signatures affixed by J. Gary Burkhead pursuant to a power of
attorney dated October 20, 1993 and filed herewith.
* Signature affixed by Robert C. Hacker pursuant to a power of attorney
dated October 20, 1993 and filed herewith.
POWER OF ATTORNEY
 We, the undersigned Directors, Trustees or General Partners, as the case
may be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                   <C>                                               
Fidelity Advisor Series I             Fidelity Institutional Trust                      
Fidelity Advisor Series II            Fidelity Investment Trust                         
Fidelity Advisor Series III           Fidelity Magellan Fund                            
Fidelity Advisor Series IV            Fidelity Massachusetts Municipal Trust            
Fidelity Advisor Series V             Fidelity Money Market Trust                       
Fidelity Advisor Series VI            Fidelity Mt. Vernon Street Trust                  
Fidelity Advisor Series VII           Fidelity Municipal Trust                          
Fidelity Advisor Series VIII          Fidelity New York Municipal Trust                 
Fidelity California Municipal Trust   Fidelity Puritan Trust                            
Fidelity Capital Trust                Fidelity School Street Trust                      
Fidelity Charles Street Trust         Fidelity Securities Fund                          
Fidelity Commonwealth Trust           Fidelity Select Portfolios                        
Fidelity Congress Street Fund         Fidelity Sterling Performance Portfolio, L.P.     
Fidelity Contrafund                   Fidelity Summer Street Trust                      
Fidelity Corporate Trust              Fidelity Trend Fund                               
Fidelity Court Street Trust           Fidelity U.S. Investments-Bond Fund, L.P.         
Fidelity Destiny Portfolios           Fidelity U.S. Investments-Government Securities   
Fidelity Deutsche Mark Performance       Fund, L.P.                                     
  Portfolio, L.P.                     Fidelity Union Street Trust                       
Fidelity Devonshire Trust             Fidelity Yen Performance Portfolio, L.P.          
Fidelity Exchange Fund                Spartan U.S. Treasury Money Market                
Fidelity Financial Trust                 Fund                                           
Fidelity Fixed-Income Trust           Variable Insurance Products Fund                  
Fidelity Government Securities Fund   Variable Insurance Products Fund II               
Fidelity Hastings Street Trust                                                          
Fidelity Income Fund                                                                    
 
</TABLE>
 
plus any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individuals serve as Board Members (collectively, the "Funds"), hereby
severally constitute and appoint Arthur J. Brown, Arthur C. Delibert,
Robert C. Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A.
Xupolos, each of them singly, our true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to sign
for us and in our names in the appropriate capacities, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
our names and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes may do
or cause to be done by virtue hereof.
 WITNESS our hands on this twentieth day of October, 1993.
                                                   
 
/s/Edward C. Johnson 3d   /s/Peter S. Lynch        
 
Edward C. Johnson 3d      Peter S. Lynch           
 
                                                   
 
                                                   
 
/s/J. Gary Burkhead       /s/Edward H. Malone      
 
J. Gary Burkhead          Edward H. Malone         
 
                                                   
 
                                                   
 
/s/Richard J. Flynn       /s/Gerald C. McDonough   
 
Richard J. Flynn          Gerald C. McDonough      
 
                                                   
 
                                                   
 
/s/E. Bradley Jones       /s/Thomas R. Williams    
 
E. Bradley Jones          Thomas R. Williams       
 
                                                   
 
                                                   
 
/s/Donald J. Kirk                                  
 
Donald J. Kirk                                     
 
POWER OF ATTORNEY
 I, the undersigned President and Director, Trustee or General Partner, as
the case may be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                   <C>                                               
Fidelity Advisor Series I             Fidelity Institutional Trust                      
Fidelity Advisor Series II            Fidelity Investment Trust                         
Fidelity Advisor Series III           Fidelity Magellan Fund                            
Fidelity Advisor Series IV            Fidelity Massachusetts Municipal Trust            
Fidelity Advisor Series V             Fidelity Money Market Trust                       
Fidelity Advisor Series VI            Fidelity Mt. Vernon Street Trust                  
Fidelity Advisor Series VII           Fidelity Municipal Trust                          
Fidelity Advisor Series VIII          Fidelity New York Municipal Trust                 
Fidelity California Municipal Trust   Fidelity Puritan Trust                            
Fidelity Capital Trust                Fidelity School Street Trust                      
Fidelity Charles Street Trust         Fidelity Securities Fund                          
Fidelity Commonwealth Trust           Fidelity Select Portfolios                        
Fidelity Congress Street Fund         Fidelity Sterling Performance Portfolio, L.P.     
Fidelity Contrafund                   Fidelity Summer Street Trust                      
Fidelity Corporate Trust              Fidelity Trend Fund                               
Fidelity Court Street Trust           Fidelity U.S. Investments-Bond Fund, L.P.         
Fidelity Destiny Portfolios           Fidelity U.S. Investments-Government Securities   
Fidelity Deutsche Mark Performance       Fund, L.P.                                     
  Portfolio, L.P.                     Fidelity Union Street Trust                       
Fidelity Devonshire Trust             Fidelity Yen Performance Portfolio, L.P.          
Fidelity Exchange Fund                Spartan U.S. Treasury Money Market                
Fidelity Financial Trust                 Fund                                           
Fidelity Fixed-Income Trust           Variable Insurance Products Fund                  
Fidelity Government Securities Fund   Variable Insurance Products Fund II               
Fidelity Hastings Street Trust                                                          
Fidelity Income Fund                                                                    
 
</TABLE>
 
plus any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individual serves as President and Board Member (collectively, the
"Funds"), hereby severally constitute and appoint J. Gary Burkhead, my true
and lawful attorney-in-fact, with full power of substitution, and with full
power to sign for me and in my name in the appropriate capacity, all
Pre-Effective Amendments to any Registration Statements of the Funds, any
and all subsequent Post-Effective Amendments to said Registration
Statements, any Registration Statements on Form N-14, and any supplements
or other instruments in connection therewith, and generally to do all such
things in my name and behalf in connection therewith as said
attorney-in-fact deem necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and Investment Company Act of
1940, and all related requirements of the Securities and Exchange
Commission.  I hereby ratify and confirm all that said attorneys-in-fact or
their substitutes may do or cause to be done by virtue hereof.
 WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d   October 20, 1993   
 
Edward C. Johnson 3d                         
 
 
POWER OF ATTORNEY
 I, the undersigned Director, Trustee or General Partner, as the case may
be, of the following investment companies:
 
<TABLE>
<CAPTION>
<S>                                   <C>                                                
Fidelity Advisor Series I             Fidelity Magellan Fund                             
Fidelity Advisor Series III           Fidelity Massachusetts Municipal Trust             
Fidelity Advisor Series IV            Fidelity Money Market Trust                        
Fidelity Advisor Series VI            Fidelity Mt. Vernon Street Trust                   
Fidelity Advisor Series VIII          Fidelity New York Municipal Trust                  
Fidelity California Municipal Trust   Fidelity Puritan Trust                             
Fidelity Capital Trust                Fidelity School Street Trust                       
Fidelity Charles Street Trust         Fidelity Select Portfolios                         
Fidelity Commonwealth Trust           Fidelity Sterling Performance Portfolio, L.P.      
Fidelity Congress Street Fund         Fidelity Summer Street Trust                       
Fidelity Contrafund                   Fidelity Trend Fund                                
Fidelity Deutsche Mark Performance    Fidelity Union Street Trust                        
  Portfolio, L.P.                     Fidelity U.S. Investments-Bond Fund, L.P.          
Fidelity Devonshire Trust             Fidelity U.S. Investments-Government Securities    
Fidelity Financial Trust                 Fund, L.P.                                      
Fidelity Fixed-Income Trust           Fidelity Yen Performance Portfolio, L.P.           
Fidelity Government Securities Fund   Spartan U.S. Treasury Money Market                 
Fidelity Hastings Street Trust          Fund                                             
Fidelity Income Fund                  Variable Insurance Products Fund                   
Fidelity Institutional Trust          Variable Insurance Products Fund II                
Fidelity Investment Trust                                                                
 
</TABLE>
 
plus any other investment company for which Fidelity Management &
Research Company acts as investment adviser and for which the undersigned
individual serves as a Board Member (collectively, the "Funds"), hereby
severally constitute and appoint Arthur J. Brown, Arthur C. Delibert,
Robert C. Hacker, Richard M. Phillips, Dana L. Platt and Stephanie A.
Xupolos, each of them singly, my true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to sign
for me and in my name in the appropriate capacity, all Pre-Effective
Amendments to any Registration Statements of the Funds, any and all
subsequent Post-Effective Amendments to said Registration Statements, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such things in
my name and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the Securities
Act of 1933 and Investment Company Act of 1940, and all related
requirements of the Securities and Exchange Commission, hereby ratifying
and confirming all that said attorneys-in-fact or their substitutes may do
or cause to be done by virtue hereof.
 WITNESS my hand on the date set forth below.
/s/Ralph F. Cox   October 20, 1993   
 
Ralph F. Cox                         
 
 

 
 
 
MANAGEMENT CONTRACT
between
FIDELITY PURITAN TRUST:
Fidelity Puritan Fund
and
FIDELITY MANAGEMENT & RESEARCH COMPANY
 AMENDMENT made this 1st day of January 1, 1993, by and between Fidelity
Puritan Trust, a Massachusetts business trust which may issue one or more
series of shares of beneficial interest (hereinafter called the "Fund"), on
behalf of Fidelity Puritan Fund (hereinafter called the "Portfolio"), and
Fidelity Management & Research Company, a Massachusetts corporation
(hereinafter called the "Adviser").
 Required authorization and approval by shareholders and Trustees having
been obtained, the Fund, on behalf of the Portfolio, and Fidelity
Management & Research Company hereby consent, pursuant to Paragraph 6
of the existing Management Contract dated September 29, 1989, to a
modification of said Contract in the manner set forth below.  The Amended
Management Contract shall, when executed by duly authorized officers of the
Fund and the Adviser, take effect on the later of January 1, 1993 or the
first day of the month following approval.
 1. (a) Investment Advisory Services.  The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the supervision
of the Fund's Board of Trustees, direct the investments of the Portfolio in
accordance with the investment objective, policies and limitations as
provided in the Portfolio's Prospectus or other governing instruments, as
amended from time to time, the Investment Company Act of 1940 and rules
thereunder, as amended from time to time (the "1940 Act"), and such other
limitations as the Portfolio may impose by notice in writing to the
Adviser.  The Adviser shall also furnish for the use of the Portfolio
office space and all necessary office facilities, equipment and personnel
for servicing the investments of the Portfolio; and shall pay the salaries
and fees of all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all personnel of
the Fund or the Adviser performing services relating to research,
statistical and investment activities.  The Adviser is authorized, in its
discretion and without prior consultation with the Portfolio, to buy, sell,
lend and otherwise trade in any stocks, bonds and other securities and
investment instruments on behalf of the Portfolio.  The investment policies
and all other actions of the Portfolio are and shall at all times be
subject to the control and direction of the Fund's Board of Trustees.
  (b) Management Services.  The Adviser shall perform (or arrange for the
performance by its affiliates of) the management and administrative
services necessary for the operation of the Fund.  The Adviser shall,
subject to the supervision of the Board of Trustees, perform various
services for the Portfolio, including but not limited to: (i) providing the
Portfolio with office space, equipment and facilities (which may be its
own) for maintaining its organization; (ii) on behalf of the Portfolio,
supervising relations with, and monitoring the performance of custodians,
depositories, transfer and pricing agents, accountants, attorneys,
underwriters, brokers and dealers, insurers and other persons in any
capacity deemed to be necessary or desirable; (iii) preparing all general
shareholder communications, including shareholder reports; (iv) conducting
shareholder relations; (v) maintaining the Fund's existence and its
records; (vi) during such times as shares are publicly offered, maintaining
the registration and qualification of the Portfolio's shares under federal
and state law; and (vii) investigating the development of and developing
and implementing, if appropriate, management and shareholder services
designed to enhance the value or convenience of the Portfolio as an
investment vehicle.
   The Adviser shall also furnish such reports, evaluations, information or
analyses to the Fund as the Fund's Board of Trustees may request from time
to time or as the Adviser may deem to be desirable.  The Adviser shall make
recommendations to the Fund's Board of Trustees with respect to Fund
policies, and shall carry out such policies as are adopted by the Trustees. 
The Adviser shall, subject to review by the Board of Trustees, furnish such
other services as the Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Contract.
  (c) The Adviser, at its own expense, shall place all orders for the
purchase and sale of portfolio securities for the Portfolio's account with
brokers or dealers selected by the Adviser, which may include brokers or
dealers affiliated with the Adviser.  The Adviser shall use its best
efforts to seek to execute portfolio transactions at prices which are
advantageous to the Portfolio and at commission rates which are reasonable
in relation to the benefits received.  In selecting brokers or dealers
qualified to execute a particular transaction, brokers or dealers may be
selected who also provide brokerage and research services (as those terms
are defined in Section 28(e) of the Securities Exchange Act of 1934) to the
Portfolio and/or the other accounts over which the Adviser or its
affiliates exercise investment discretion.  The Adviser is authorized to
pay a broker or dealer who provides such brokerage and research services a
commission for executing a portfolio transaction for the Portfolio which is
in excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if the Adviser determines in good
faith that such amount of commission is reasonable in relation to the value
of the brokerage and research services provided by such broker or dealer. 
This determination may be viewed in terms of either that particular
transaction or the overall responsibilities which the Adviser and its
affiliates have with respect to accounts over which they exercise
investment discretion.  The Trustees of the Fund shall periodically review
the commissions paid by the Portfolio to determine if the commissions paid
over representative periods of time were reasonable in relation to the
benefits to the Portfolio.
   The Adviser shall, in acting hereunder, be an independent contractor. 
The Adviser shall not be an agent of the Portfolio.
 2. It is understood that the Trustees, officers and shareholders of the
Fund are or may be or become interested in the Adviser as directors,
officers or otherwise and that directors, officers and stockholders of the
Adviser are or may be or become similarly interested in the Fund, and that
the Adviser may be or become interested in the Fund as a shareholder or
otherwise.
 3. The Adviser will be compensated on the following basis for the services
and facilities to be furnished hereunder.  The Adviser shall receive a
monthly management fee, payable as soon as practicable after the last day
of each month, which shall be computed as follows:
  The fee rate shall be composed of two elements.
(i)  Group Fee Rate.  The Group fee rate shall be based upon the monthly
average of the net assets of the registered investment companies having
Advisory and Service or Management Contracts with the Adviser (computed in
the manner set forth in the charter of each investment company) determined
as of the close of business on each business day throughout the month.  The
Group fee rate shall be determined on a cumulative basis pursuant to the
following schedule:
 AVERAGE NET ASSETS             ANNUALIZED FEE RATE (FOR EACH LEVEL)
 $0 - $3 billion .520%
  3 - 6  .490
 6 - 9  . .460
 9 -  12  . 430
 12 - 15  . 400
 15 -  18  . 385
 18 -  21  . 370
 21 -  24  . 360
 24 -  30  . 350
 30 -  36  . 345
 36 -  42  . 340
 42 -  48  . 335
 48 -  66  . 325
 66 -  84  . 320
 84 -  102  .315
 102 - 138   .310 
138 - 174 .  .305 
Over  174   . 300  
 
  (ii)  Individual Fund Fee Rate.  The Individual Fund fee rate shall be
.20%.
 
  The sum of the cumulative Group fee rate, calculated as described above
to the nearest millionth, and the Individual Fund fee rate shall constitute
the annual fee rate.
  One-twelfth of the annual fee rate shall be applied to the average of the
net assets of the Portfolio (computed in the manner set forth in Paragraph
10 of the Declaration of Trust of the Fund) determined as of the close of
business on each business day throughout the month.
  In case of termination of this Contract during any month, the fee for
that month shall be reduced proportionately on the basis of the number of
business days during which it is in effect, and the fee computed upon the
average net assets for the business days it is so in effect for that month.
 4. It is understood that the Portfolio will pay all its expenses other
than those expressly stated to be payable by the Adviser hereunder, which
expenses payable by the Portfolio shall include, without limitation, (i)
interest and taxes; (ii) brokerage commissions and other costs in
connection with the purchase or sale of securities and other investment
instruments; (iii) fees and expenses of the Fund's Trustees other than
those who are "interested persons" of the Fund or the Adviser; (iv) legal
and audit expenses; (v) custodian, registrar and transfer agent fees and
expenses; (vi) fees and expenses related to the registration and
qualification of the Fund and the Portfolio's shares for distribution under
state and federal securities laws; (vii) expenses of printing and mailing
reports and notices and proxy material to shareholders of the Portfolio;
(viii) all other expenses incidental to holding meetings of the Portfolio's
shareholders, including proxy solicitations therefor; (ix) a pro rata
share, based on relative net assets of the Portfolio and other registered
investment companies having Advisory and Service or Management Contracts
with the Adviser, of 50% of insurance premiums for fidelity and other
coverage; (x) its proportionate share of association membership dues; (xi)
expenses of typesetting for printing Prospectuses and Statements of
Additional Information and supplements thereto; (xii) expenses of printing
and mailing Prospectuses and Statements of Additional Information and
supplements thereto sent to existing shareholders; and (xiii) such
non-recurring or extraordinary expenses as may arise, including those
relating to actions, suits or proceedings to which the Portfolio is a party
and the legal obligation which the Portfolio may have to indemnify the
Fund's Trustees and officers with respect thereto.
 5. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and engage
in other activities, provided, however, that such other services and
activities do not, during the term of this Contract, interfere, in a
material manner, with the Adviser's ability to meet all of its obligations
with respect to rendering services to the Portfolio hereunder.  In the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties hereunder on the part of the Adviser,
the Adviser shall not be subject to liability to the Portfolio or to any
shareholder of the Portfolio for any act or omission in the course of, or
connected with, rendering services hereunder or for any losses that may be
sustained in the purchase, holding or sale of any security.
 6. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 6, this Contract shall continue in force until July 31, 1993
and indefinitely thereafter, but only so long as the continuance after such
date shall be specifically approved at least annually by vote of the
Trustees of the Fund or by vote of a majority of the outstanding voting
securities of the Portfolio.
  (b) This Contract may be modified by mutual consent, such consent on the
part of the Fund to be authorized by vote of a majority of the outstanding
voting securities of the Portfolio.
  (c) In addition to the requirements of sub-paragraphs (a) and (b) of this
paragraph 6, the terms of any continuance or modification of this Contract
must have been approved by the vote of a majority of those Trustees of the
Fund who are not parties to the Contract or interested persons of any such
party, cast in person at a meeting called for the purpose of voting on such
approval.
  (d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment of
any penalty, by action of its Trustees or Board of Directors, as the case
may be, or with respect to the Portfolio by vote of a majority of the
outstanding voting securities of the Portfolio.  This Contract shall
terminate automatically in the event of its assignment.
 7. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Declaration of Trust and
agrees that the obligations assumed by the Fund pursuant to this Contract
shall be limited in all cases to the Portfolio and its assets, and the
Adviser shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Portfolio or any other Portfolios of
the Fund.  In addition, the Adviser shall not seek satisfaction of any such
obligations from the Trustees or any individual Trustee.  The Adviser
understands that the rights and obligations of any Portfolio under the
Declaration of Trust are separate and distinct from those of any and all
other Portfolios.
 The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have the
respective meanings specified in the 1940 Act, as now in effect or as
hereafter amended, and subject to such orders as may be granted by the
Securities and Exchange Commission.
 IN WITNESS WHEREOF the parties have caused this instrument to be signed in
their behalf by their respective officers thereunto duly authorized all as
of the date written above.
    Fidelity Puritan Trust
    on behalf of
    Fidelity Puritan Fund
    ______________________
    Senior Vice President
    Fidelity Management & Research Company
    ______________________
    President

 
 
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC.
AND
FIDELITY PURITAN TRUST ON BEHALF OF FIDELITY GLOBAL BALANCED FUND
 AGREEMENT made this 14th day of January, 1993, by and between Fidelity
Management & Research Company, a Massachusetts corporation with
principal offices at 82 Devonshire Street, Boston, Massachusetts
(hereinafter called the "Advisor"); Fidelity Management & Research
(U.K.) Inc. (hereinafter called the "Sub-Advisor"); and Fidelity Puritan
Trust, a Massachusetts business trust which may issue one or more series of
shares of beneficial interest  (hereinafter called the "Trust") on behalf
of Fidelity Global Balanced Fund (hereinafter called the "Portfolio"). 
 WHEREAS the Trust and the Advisor have entered into a Management Contract
on behalf of the Portfolio, pursuant to which the Advisor is to act as
investment manager of the Portfolio; and
 WHEREAS the Sub-Advisor and its subsidiaries and other affiliated persons
have personnel in various locations throughout the world and have been
formed in part for the purpose of researching and compiling information and
recommendations with respect to the economies of various countries, and
securities of issuers located in such countries, and providing investment
advisory services in connection therewith;  
 NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agree as
follows:
 1.  Duties:  The Advisor may, in its discretion, appoint the Sub-Advisor
to perform one or more of the following services with respect to all or a
portion of the investments of the Portfolio.  The services and the portion
of the investments of the Portfolio to be advised or managed by the
Sub-Advisor shall be as agreed upon from time to time by the Advisor and
the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all
personnel of the Sub-Advisor performing services for the Portfolio relating
to research, statistical and investment activities.
 (a) INVESTMENT ADVICE:  If and to the extent requested by the Advisor, the
Sub-Advisor shall provide investment advice to the Portfolio and the
Advisor with respect to all or a portion of the investments of the
Portfolio, and in connection with such advice shall furnish the Portfolio
and the Advisor such factual information, research reports and investment
recommendations as the Advisor may reasonably require.  Such information
may include written and oral reports and analyses.
 (b) INVESTMENT MANAGEMENT:  If and to the extent requested by the Advisor,
the Sub-Advisor shall, subject to the supervision of the Advisor, manage
all or a portion of the investments of the Portfolio in accordance with the
investment objective, policies and limitations provided in the Portfolio's
Prospectus or other governing instruments, as amended from time to time,
the Investment Company Act of 1940 (the "1940 Act") and rules thereunder,
as amended from time to time, and such other limitations as the Trust or
Advisor may impose with respect to the Portfolio by notice to the
Sub-Advisor.  With respect to the portion of the investments of the
Portfolio under its management, the Sub-Advisor is authorized to make
investment decisions on behalf of the Portfolio with regard to any stock,
bond, other security or investment instrument, and to place orders for the
purchase and sale of such securities through such broker-dealers as the
Sub-Advisor may select.  The Sub-Advisor may also be authorized, but only
to the extent such duties are delegated in writing by the Advisor, to
provide additional investment management services to the Portfolio,
including but not limited to services such as managing foreign currency
investments, purchasing and selling or writing futures and options
contracts, borrowing money or lending securities on behalf of the
Portfolio.  All investment management and any other activities of the
Sub-Advisor shall at all times be subject to the control and direction of
the Advisor and the Trust's Board of Trustees.
 (c) SUBSIDIARIES AND AFFILIATES:  The Sub-Advisor may perform any or all
of the services contemplated by this Agreement directly or through such of
its subsidiaries or other affiliated persons as the Sub-Advisor shall
determine; provided, however, that performance of such services through
such subsidiaries or other affiliated persons shall have been approved by
the Trust to the extent required pursuant to the 1940 Act and rules
thereunder.
 
 2.  Information to be Provided to the Trust and the Advisor:  The
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust and the Advisor as the Trust's Board of Trustees or
the Advisor may reasonably request from time to time, or as the Sub-Advisor
may deem to be desirable. 
 3.  Brokerage:  In connection with the services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor shall
place all orders for the purchase and sale of portfolio securities for the
Portfolio's account with brokers or dealers selected by the Sub-Advisor,
which may include brokers or dealers affiliated with the Advisor or
Sub-Advisor.  The Sub-Advisor shall use its best efforts to seek to execute
portfolio transactions at prices which are advantageous to the Portfolio
and at commission rates which are reasonable in relation to the benefits
received.  In selecting brokers or dealers qualified to execute a
particular transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of l934) to the Portfolio and/or to
the other accounts over which the Sub-Advisor or Advisor exercise
investment discretion.  The Sub-Advisor is authorized to pay a broker or
dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in excess of
the amount of commission another broker or dealer would have charged for
effecting that transaction if the Sub-Advisor determines in good faith that
such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer.  This
determination may be viewed in terms of either that particular transaction
or the overall responsibilities which the Sub-Advisor has with respect to
accounts over which it exercises investment discretion.  The Trustees of
the Trust shall periodically review the commissions paid by the Portfolio
to determine if the commissions paid over representative periods of time
were reasonable in relation to the benefits to the Portfolio.
 4.  Compensation:  The Advisor shall compensate the Sub-Advisor on the
following basis for the services to be furnished hereunder.
 (a) INVESTMENT ADVISORY FEE:  For services provided under subparagraph (a)
of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor
a monthly Sub-Advisory Fee.  The Sub-Advisory Fee shall be equal to 110% of
the Sub-Advisor's costs incurred in connection with rendering the services
referred to in subparagraph (a) of paragraph 1 of this Agreement.   The
Sub-Advisory Fee shall not be reduced to reflect expense reimbursements or
fee waivers by the Advisor, if any, in effect from time to time.
 (b) INVESTMENT MANAGEMENT FEE:  For services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Advisor agrees to pay the
Sub-Advisor a monthly Investment Management Fee.  The Investment Management
Fee shall be equal to: (i) 50% of the monthly management fee rate
(including performance adjustments, if any) that the Portfolio is obligated
to pay the Advisor under its Management Contract with the Advisor,
multiplied by: (ii) the fraction equal to the net assets of the Portfolio
as to which the Sub-Advisor shall have provided investment management
services divided by the net assets of the Portfolio for that month.  If in
any fiscal year the aggregate expenses of the Portfolio exceed any
applicable expense limitation imposed by any state or federal securities
laws or regulations, and the Advisor waives all or a portion of its
management fee or reimburses the Portfolio for expenses to the extent
required to satisfy such limitation, the Investment Management Fee paid to
the Sub-Advisor will be reduced by 50% of the amount of such waivers or
reimbursements multiplied by the fraction determined in (ii).  If the
Sub-Advisor reduces its fees to reflect such waivers or reimbursements and
the Advisor subsequently recovers all or any portion of such waivers or
reimbursements, then the Sub-Advisor shall be entitled to receive from the
Advisor a proportionate share of the amount recovered.  To the extent that
waivers and reimbursements by the Advisor required by such limitations are
in excess of the Advisor's management fee, the Investment Management Fee
paid to the Sub-Advisor will be reduced to zero for that month, but in no
event shall the Sub-Advisor be required to reimburse the Advisor for all or
a portion of such excess reimbursements.
 (c) PROVISION OF MULTIPLE SERVICES:  If the Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph (1) for
the same portion of the investments of the Portfolio for the same period,
the fees paid to the Sub-Advisor with respect to such investments shall be
calculated exclusively under subparagraph (b) of this paragraph 4.
 5.  Expenses: It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Sub-Advisor
hereunder or by the Advisor under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include, without
limitation, (i) interest and taxes; (ii) brokerage commissions and other
costs in connection with the purchase or sale of securities and other
investment instruments; (iii) fees and expenses of the Trust's Trustees
other than those who are "interested persons" of the Trust, the Sub-Advisor
or the Advisor; (iv) legal and audit expenses; (v) custodian, registrar and
transfer agent fees and expenses; (vi) fees and expenses related to the
registration and qualification of the Trust and the Portfolio's shares for
distribution under state and federal securities laws; (vii) expenses of
printing and mailing reports and notices and proxy material to shareholders
of the Portfolio; (viii) all other expenses incidental to holding meetings
of the Portfolio's shareholders, including proxy solicitations therefore;
(ix) a pro rata share, based on relative net assets of the Portfolio and
other registered investment companies having Advisory and Service or
Management Contracts with the Advisor, of 50% of insurance premiums for
fidelity and other coverage; (x) its proportionate share of association
membership dues; (xi) expenses of typesetting for printing Prospectuses and
Statements of Additional Information and supplements thereto; (xii)
expenses of printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders; and
(xiii) such non-recurring or extraordinary expenses as may arise, including
those relating to actions, suits or proceedings to which the Portfolio is a
party and the legal obligation which the Portfolio may have to indemnify
the Trust's Trustees and officers with respect thereto.
 6.  Interested Persons:  It is understood that Trustees, officers, and
shareholders of the Trust are or may be or become interested in the Advisor
or the Sub-Advisor as directors, officers or otherwise and that directors,
officers and stockholders of the Advisor or the Sub-Advisor are or may be
or become similarly interested in the Trust, and that the Advisor or the
Sub-Advisor may be or become interested in the Trust as a shareholder or
otherwise.
 7.  Services to Other Companies or Accounts:  The services of the
Sub-Advisor to the Advisor are not to be deemed to be exclusive, the
Sub-Advisor being free to render services to others and engage in other
activities, provided, however, that such other services and activities do
not, during the term of this Agreement, interfere, in a material manner,
with the Sub-Advisor's ability to meet all of its obligations hereunder. 
The Sub-Advisor shall for all purposes be an independent contractor and not
an agent or employee of the Advisor or the Trust. 
 8.  Standard of Care: In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties hereunder
on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to
liability to the Advisor, the Trust or to any shareholder of the Portfolio
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the purchase,
holding or sale of any security.
 9.  Duration and Termination of Agreement; Amendments: 
 (a)  Subject to prior termination as provided in subparagraph (d) of this
paragraph 9, this Agreement shall continue in force until July 31, 1994 and
indefinitely thereafter, but only so long as the continuance after such
period shall be specifically approved at least annually by vote of the
Trust's Board of Trustees or by vote of a majority of the outstanding
voting securities of the Portfolio.
 (b) This Agreement may be modified by mutual consent of the Advisor, the
Sub-Advisor and the Portfolio, such consent on the part of the Portfolio to
be authorized by vote of a majority of the outstanding voting securities of
the Portfolio.
 (c) In addition to the requirements of subparagraphs (a) and (b) of this
paragraph 9, the terms of any continuance or modification of this Agreement
must have been approved by the vote of a majority of those Trustees of the
Trust who are not parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on
such approval.
 (d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time
on sixty (60) days' prior written notice to the other parties, terminate
this Agreement, without payment of any penalty, by action of its Board of
Trustees or Directors, or with respect to the Portfolio by vote of a
majority of its outstanding voting securities.  This Agreement shall
terminate automatically in the event of its assignment.
 10.  Limitation of Liability:  The Sub-Advisor is hereby expressly put on
notice of the limitation of shareholder liability as set forth in the
Declaration of Trust or other organizational document of the Trust and
agrees that any obligations of the Trust or the Portfolio arising in
connection with this Agreement shall be limited in all cases to the
Portfolio and its assets, and the Sub-Advisor shall not seek satisfaction
of any such obligation from the shareholders or any shareholder of the
Portfolio.  Nor shall the Sub-Advisor seek satisfaction of any such
obligation from the Trustees or any individual Trustee.
   11. Governing Law:  This Agreement shall be governed by, and construed
in accordance with, the laws of the Commonwealth of Massachusetts, without
giving effect to the choice of laws provisions thereof. 
 The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons,"
when used herein, shall have the respective meanings specified in the 1940
Act as now in effect or as hereafter amended.
 
 IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as of
the date written above.
FIDELITY MANAGEMENT & RESEARCH (U.K.) INC. 
BY: /s/ Charles F. Dornbush
 Treasurer 
FIDELITY MANAGEMENT & RESEARCH COMPANY
BY: /s/ J. Gary Burkhead
 Vice President
FIDELITY PURITAN TRUST ON BEHALF OF 
FIDELITY GLOBAL BALANCED FUND
BY: /s/ J. Gary Burkhead 
 Senior Vice President
 

 
 
SUB-ADVISORY AGREEMENT
BETWEEN
FIDELITY MANAGEMENT & RESEARCH COMPANY
AND
FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC.
AND
FIDELITY PURITAN TRUST ON BEHALF OF FIDELITY GLOBAL BALANCED FUND
 AGREEMENT made this 14th day of January, 1993, by and between Fidelity
Management & Research Company, a Massachusetts corporation with
principal offices at 82 Devonshire Street, Boston, Massachusetts
(hereinafter called the "Advisor"); Fidelity Management & Research (Far
East) Inc. (hereinafter called the "Sub-Advisor"); and Fidelity Puritan
Trust, a Massachusetts business trust which may issue one or more series of
shares of beneficial interest (hereinafter called the "Trust") on behalf of
Fidelity Global Balanced Fund (hereinafter called the "Portfolio"). 
 WHEREAS the Trust and the Advisor have entered into a Management Contract
on behalf of the Portfolio, pursuant to which the Advisor is to act as
investment manager of the Portfolio; and
 WHEREAS the Sub-Advisor and its subsidiaries and other affiliated persons
have personnel in various locations throughout the world and have been
formed in part for the purpose of researching and compiling information and
recommendations with respect to the economies of various countries, and
securities of issuers located in such countries, and providing investment
advisory services in connection therewith;  
 NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Trust, the Advisor and the Sub-Advisor agree as
follows:
 1.  Duties:  The Advisor may, in its discretion, appoint the Sub-Advisor
to perform one or more of the following services with respect to all or a
portion of the investments of the Portfolio.  The services and the portion
of the investments of the Portfolio to be advised or managed by the
Sub-Advisor shall be as agreed upon from time to time by the Advisor and
the Sub-Advisor. The Sub-Advisor shall pay the salaries and fees of all
personnel of the Sub-Advisor performing services for the Portfolio relating
to research, statistical and investment activities.
 (a) INVESTMENT ADVICE:  If and to the extent requested by the Advisor, the
Sub-Advisor shall provide investment advice to the Portfolio and the
Advisor with respect to all or a portion of the investments of the
Portfolio, and in connection with such advice shall furnish the Portfolio
and the Advisor such factual information, research reports and investment
recommendations as the Advisor may reasonably require.  Such information
may include written and oral reports and analyses.
 (b) INVESTMENT MANAGEMENT:  If and to the extent requested by the Advisor,
the Sub-Advisor shall, subject to the supervision of the Advisor, manage
all or a portion of the investments of the Portfolio in accordance with the
investment objective, policies and limitations provided in the Portfolio's
Prospectus or other governing instruments, as amended from time to time,
the Investment Company Act of 1940 (the "1940 Act") and rules thereunder,
as amended from time to time, and such other limitations as the Trust or
Advisor may impose with respect to the Portfolio by notice to the
Sub-Advisor.  With respect to the portion of the investments of the
Portfolio under its management, the Sub-Advisor is authorized to make
investment decisions on behalf of the Portfolio with regard to any stock,
bond, other security or investment instrument, and to place orders for the
purchase and sale of such securities through such broker-dealers as the
Sub-Advisor may select.  The Sub-Advisor may also be authorized, but only
to the extent such duties are delegated in writing by the Advisor, to
provide additional investment management services to the Portfolio,
including but not limited to services such as managing foreign currency
investments, purchasing and selling or writing futures and options
contracts, borrowing money, or lending securities on behalf of the
Portfolio.  All investment management and any other activities of the
Sub-Advisor shall at all times be subject to the control and direction of
the Advisor and the Trust's Board of Trustees.
 (c) SUBSIDIARIES AND AFFILIATES:  The Sub-Advisor may perform any or all
of the services contemplated by this Agreement directly or through such of
its subsidiaries or other affiliated persons as the Sub-Advisor shall
determine; provided, however, that performance of such services through
such subsidiaries or other affiliated persons shall have been approved by
the Trust to the extent required pursuant to the 1940 Act and rules
thereunder.
 
 2.  Information to be Provided to the Trust and the Advisor:  The
Sub-Advisor shall furnish such reports, evaluations, information or
analyses to the Trust and the Advisor as the Trust's Board of Trustees or
the Advisor may reasonably request from time to time, or as the Sub-Advisor
may deem to be desirable. 
 3.  Brokerage:  In connection with the services provided under
subparagraph (b) of paragraph 1 of this Agreement, the Sub-Advisor shall
place all orders for the purchase and sale of portfolio securities for the
Portfolio's account with brokers or dealers selected by the Sub-Advisor,
which may include brokers or dealers affiliated with the Advisor or
Sub-Advisor.  The Sub-Advisor shall use its best efforts to seek to execute
portfolio transactions at prices which are advantageous to the Portfolio
and at commission rates which are reasonable in relation to the benefits
received.  In selecting brokers or dealers qualified to execute a
particular transaction, brokers or dealers may be selected who also provide
brokerage and research services (as those terms are defined in Section
28(e) of the Securities Exchange Act of l934) to the Portfolio and/or  to
the other accounts over which the Sub-Advisor or Advisor exercise
investment discretion.  The Sub-Advisor is authorized to pay a broker or
dealer who provides such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in excess of
the amount of commission another broker or dealer would have charged for
effecting that transaction if the Sub-Advisor determines in good faith that
such amount of commission is reasonable in relation to the value of the
brokerage and research services provided by such broker or dealer.  This
determination may be viewed in terms of either that particular transaction
or the overall responsibilities which the Sub-Advisor has with respect to
accounts over which it exercises investment discretion.  The Trustees of
the Trust shall periodically review the commissions paid by the Portfolio
to determine if the commissions paid over representative periods of time
were reasonable in relation to the benefits to the Portfolio.
 4.  Compensation:  The Advisor shall compensate the Sub-Advisor on the
following basis for the services to be furnished hereunder.
 (a) INVESTMENT ADVISORY FEE:  For services provided under subparagraph (a)
of paragraph 1 of this Agreement, the Advisor agrees to pay the Sub-Advisor
a monthly Sub-Advisory Fee.  The Sub-Advisory Fee shall be equal to 105% of
the Sub-Advisor's costs incurred in connection with rendering the services
referred to in subparagraph (a) of paragraph 1 of this Agreement.   The
Sub-Advisory Fee shall not be reduced to reflect expense reimbursements or
fee waivers by the Advisor, if any, in effect from time to time.
 (b) INVESTMENT MANAGEMENT FEE:  For services provided under subparagraph
(b) of paragraph 1 of this Agreement, the Advisor agrees to pay the
Sub-Advisor a monthly Investment Management Fee.  The Investment Management
Fee shall be equal to: (i) 50% of the monthly management fee rate
(including performance adjustments, if any) that the Portfolio is obligated
to pay the Advisor under its Management Contract with the Advisor,
multiplied by: (ii) the fraction equal to the net assets of the Portfolio
as to which the Sub-Advisor shall have provided investment management
services divided by the net assets of the Portfolio for that month.  If in
any fiscal year the aggregate expenses of the Portfolio exceed any
applicable expense limitation imposed by any state or federal securities
laws or regulations, and the Advisor waives all or a portion of its
management fee or reimburses the Portfolio for expenses to the extent
required to satisfy such limitation, the Investment Management Fee paid to
the Sub-Advisor will be reduced by 50% of the amount of such waivers or
reimbursements multiplied by the fraction determined in (ii).  If the
Sub-Advisor reduces its fees to reflect such waivers or reimbursements and
the Advisor subsequently recovers all or any portion of such waivers and
reimbursements, then the Sub-Advisor shall be entitled to receive from the
Advisor a proportionate share of the amount recovered.  To the extent that
waivers and reimbursements by the Advisor required by such limitations are
in excess of the Advisor's management fee, the Investment Management Fee
paid to the Sub-Advisor will be reduced to zero for that month, but in no
event shall the Sub-Advisor be required to reimburse the Advisor for all or
a portion of such excess reimbursements.
 (c) PROVISION OF MULTIPLE SERVICES:  If the Sub-Advisor shall have
provided both investment advisory services under subparagraph (a) and
investment management services under subparagraph (b) of paragraph 1 for
the same portion of the investments of the Portfolio for the same period,
the fees paid to the Sub-Advisor with respect to such investments shall be
calculated exclusively under subparagraph (b) of this paragraph 4.
 5.  Expenses: It is understood that the Portfolio will pay all of its
expenses other than those expressly stated to be payable by the Sub-Advisor
hereunder or by the Advisor under the Management Contract with the
Portfolio, which expenses payable by the Portfolio shall include, without
limitation, (i) interest and taxes; (ii) brokerage commissions and other
costs in connection with the purchase or sale of securities and other
investment instruments; (iii) fees and expenses of the Trust's Trustees
other than those who are "interested persons" of the Trust, the Sub-Advisor
or the Advisor; (iv) legal and audit expenses; (v) custodian, registrar and
transfer agent fees and expenses; (vi) fees and expenses related to the
registration and qualification of the Trust and the Portfolio's shares for
distribution under state and federal securities laws; (vii) expenses of
printing and mailing reports and notices and proxy material to shareholders
of the Portfolio; (viii) all other expenses incidental to holding meetings
of the Portfolio's shareholders, including proxy solicitations therefore;
(ix) a pro rata share, based on relative net assets of the Portfolio and
other registered investment companies having Advisory and Service or
Management Contracts with the Advisor, of 50% of insurance premiums for
fidelity and other coverage; (x) its proportionate share of association
membership dues; (xi) expenses of typesetting for printing Prospectuses and
Statements of Additional Information and supplements thereto; (xii)
expenses of printing and mailing Prospectuses and Statements of Additional
Information and supplements thereto sent to existing shareholders; and
(xiii) such non-recurring or extraordinary expenses as may arise, including
those relating to actions, suits or proceedings to which the Portfolio is a
party and the legal obligation which the Portfolio may have to indemnify
the Trust's Trustees and officers with respect thereto.
 6.  Interested Persons:  It is understood that Trustees, officers, and
shareholders of the Trust are or may be or become interested in the Advisor
or the Sub-Advisor as directors, officers or otherwise and that directors,
officers and stockholders of the Advisor or the Sub-Advisor are or may be
or become similarly interested in the Trust, and that the Advisor or the
Sub-Advisor may be or become interested in the Trust as a shareholder or
otherwise.
 7.  Services to Other Companies or Accounts:  The services of the
Sub-Advisor to the Advisor are not to be deemed to be exclusive, the
Sub-Advisor being free to render services to others and engage in other
activities, provided, however, that such other services and activities do
not, during the term of this Agreement, interfere, in a material manner,
with the Sub-Advisor's ability to meet all of its obligations hereunder. 
The Sub-Advisor shall for all purposes be an independent contractor and not
an agent or employee of the Advisor or the Trust. 
 8.  Standard of Care: In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties hereunder
on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to
liability to the Advisor, the Trust or to any shareholder of the Portfolio
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the purchase,
holding or sale of any security.
 9.  Duration and Termination of Agreement; Amendments: 
 (a) Subject to prior termination as provided in subparagraph (d) of this
paragraph 9, this Agreement shall continue in force until July 31, 1994 and
indefinitely thereafter, but only so long as the continuance after such
period shall be specifically approved at least annually by vote of the
Trust's Board of Trustees or by vote of a majority of the outstanding
voting securities of the Portfolio.
 (b) This Agreement may be modified by mutual consent of the Advisor, the
Sub-Advisor and the Portfolio, such consent on the part of the Portfolio to
be authorized by vote of a majority of the outstanding voting securities of
the Portfolio.
 (c) In addition to the requirements of subparagraphs (a) and (b) of this
paragraph 9, the terms of any continuance or modification of this Agreement
must have been approved by the vote of a majority of those Trustees of the
Trust who are not parties to this Agreement or interested persons of any
such party, cast in person at a meeting called for the purpose of voting on
such approval.
 (d) Either the Advisor, the Sub-Advisor or the Portfolio may, at any time
on sixty (60) days' prior written notice to the other parties, terminate
this Agreement, without payment of any penalty, by action of its Board of
Trustees or Directors, or with respect to the Portfolio by vote of a
majority of its outstanding voting securities.  This Agreement shall
terminate automatically in the event of its assignment.
 10.  Limitation of Liability:  The Sub-Advisor is hereby expressly put on
notice of the limitation of shareholder liability as set forth in the
Declaration of Trust or other organizational document of the Trust and
agrees that any obligations of the Trust or the Portfolio arising in
connection with this Agreement shall be limited in all cases to the
Portfolio and its assets, and the Sub-Advisor shall not seek satisfaction
of any such obligation from the shareholders or any shareholder of the
Portfolio.  Nor shall the Sub-Advisor seek satisfaction of any such
obligation from the Trustees or any individual Trustee.
   11. Governing Law:  This Agreement shall be governed by, and construed
in accordance with, the laws of the Commonwealth of Massachusetts, without
giving effect to the choice of laws provisions thereof. 
 The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons,"
when used herein, shall have the respective meanings specified in the 1940
Act as now in effect or as hereafter amended.
 
 IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as of
the date written above.
FIDELITY MANAGEMENT & RESEARCH (FAR EAST) INC. 
BY: /s/ Charles F. Dornbush
 Treasurer 
FIDELITY MANAGEMENT & RESEARCH COMPANY
BY: /s/ J. Gary Burkhead
 Vice President
FIDELITY PURITAN TRUST ON BEHALF OF 
FIDELITY GLOBAL BALANCED FUND
BY: /s/ J. Gary Burkhead 
 Senior Vice President
 

 
 
Exhibit 6e
 
 
 
GENERAL DISTRIBUTION AGREEMENT
between
FIDELITY PURITAN TRUST
and
FIDELITY DISTRIBUTORS CORPORATION
 Agreement made this 14th day of January, 1993, between Fidelity Puritan
Trust, a Massachusetts business trust having its principal place of
business in Boston, Massachusetts and which may issue one or more series of
beneficial interest ("Issuer"), with respect to shares of Fidelity Global
Balanced Fund, a series of the Issuer, and Fidelity Distributors
Corporation, a Massachusetts corporation having its principal place of
business in Boston, Massachusetts ("Distributors").
 In consideration of the mutual promises and undertakings herein contained,
the parties agree as follows:
1. Sale of Shares - The Issuer grants to Distributors the right to sell
shares on behalf of the Issuer during the term of this Agreement and
subject to the registration requirements of the Securities Act of 1933, as
amended ("1933 Act"), and of the laws governing the sale of securities in
the various states ("Blue Sky Laws") under the following terms and
conditions: Distributors (i) shall have the right to sell, as agent on
behalf of the Issuer, shares authorized for issue and registered under the
1933 Act, and (ii) may sell shares under offers of exchange, if available,
between and among the funds advised by Fidelity Management & Research
Company ("FMR").
2. Sale of Shares by the Issuer - The rights granted to Distributors shall
be nonexclusive in that the Issuer reserves the right to sell its shares to
investors on applications received and accepted by the Issuer.  Further,
the Issuer reserves the right to issue shares in connection with the merger
or consolidation, or acquisition by the Issuer through purchase or
otherwise, with any other investment company, trust, or personal holding
company.
3. Shares Covered by this Agreement - This Agreement shall apply to
unissued shares of the Issuer, shares of the Issuer held in its treasury in
the event that in the discretion of the Issuer treasury shares shall be
sold, and shares of the Issuer repurchased for resale.
4. Public Offering Price - Except as otherwise noted in the Issuer's
current Prospectus and/or Statement of Additional Information, all shares
sold to investors by Distributors or the Issuer will be sold at the public
offering price.  The public offering price for all accepted subscriptions
will be the net asset value per share, as determined in the manner
described in the Issuer's current Prospectus and/or Statement of Additional
Information, plus a sales charge (if any) described in the Issuer's current
Prospectus and/or Statement of Additional Information.  The Issuer shall in
all cases receive the net asset value per share on all sales.  If a sales
charge is in effect, Distributors shall have the right subject to such
rules or regulations of the Securities and Exchange Commission as may then
be in effect pursuant to Section 22 of the Investment Company Act of 1940
to pay a portion of the sales charge to dealers who have sold shares of the
Issuer.  If a fee in connection with shareholder redemptions is in effect,
the Issuer shall collect the fee on behalf of Distributors and, unless
otherwise agreed upon by the Issuer and Distributors, Distributors shall be
entitled to receive all of such fees.
5. Suspension of Sales - If and whenever the determination of net asset
value is suspended and until such suspension is terminated, no further
orders for shares shall be processed by Distributors except such
unconditional orders as may have been placed with Distributors before it
had knowledge of the suspension.  In addition, the Issuer reserves the
right to suspend sales and Distributors' authority to process orders for
shares on behalf of the Issuer if, in the judgment of the Issuer, it is in
the best interests of the Issuer to do so.  Suspension will continue for
such period as may be determined by the Issuer.
6. Solicitation of Sales - In consideration of these rights granted to
Distributors, Distributors agrees to use all reasonable efforts, consistent
with its other business, to secure purchasers for shares of the Issuer. 
This shall not prevent Distributors from entering into like arrangements
(including arrangements involving the payment of underwriting commissions)
with other issuers.  This does not obligate Distributors to register as a
broker or dealer under the Blue Sky Laws of any jurisdiction in which it is
not now registered or to maintain its registration in any jurisdiction in
which it is now registered.  If a sales charge is in effect, Distributors
shall have the right to enter into sales agreements with dealers of its
choice for the sale of shares of the Issuer to the public at the public
offering price only and fix in such agreements the portion of the sales
charge which may be retained by dealers, provided that the Issuer shall
approve the form of the dealer agreement and the dealer discounts set forth
therein and shall evidence such approval by filing said form of dealer
agreement and amendments thereto as an exhibit to its currently effective
Registration Statement under the 1933 Act.
7. Authorized Representations - Distributors is not authorized by the
Issuer to give any information or to make any representations other than
those contained in the appropriate registration statements or Prospectuses
and Statements of Additional Information filed with the Securities and
Exchange Commission under the 1933 Act (as these registration statements,
Prospectuses and Statements of Additional Information may be amended from
time to time), or contained in shareholder reports or other material that
may be prepared by or on behalf of the Issuer for Distributors' use.  This
shall not be construed to prevent Distributors from preparing and
distributing sales literature or other material as it may deem appropriate.
8. Portfolio Securities - Portfolio securities of the Issuer may be bought
or sold by or through Distributors, and Distributors may participate
directly or indirectly in brokerage commissions or "spreads" for
transactions in portfolio securities of the Issuer.  
9. Registration of Shares - The Issuer agrees that it will take all action
necessary to register shares under the 1933 Act (subject to the necessary
approval of its shareholders) so that there will be available for sale the
number of shares Distributors may reasonably be expected to sell.  The
Issuer shall make available to Distributors such number of copies of its
currently effective Prospectus and Statement of Additional Information as
Distributors may reasonably request.  The Issuer shall furnish to
Distributors copies of all information, financial statements and other
papers which Distributors may reasonably request for use in connection with
the distribution of shares of the Issuer.
10. Expenses - The Issuer shall pay all fees and expenses (a) in connection
with the preparation, setting in type and filing of any registration
statement, Prospectus and Statement of Additional Information under the
1933 Act and amendments for the issue of its shares, (b) in connection with
the registration and qualification of shares for sale in the various states
in which the Board of Trustees of the Issuer shall determine it advisable
to qualify such shares for sale (including registering the Issuer as a
broker or dealer or any officer of the Issuer as agent or salesman in any
state), (c) of preparing, setting in type, printing and mailing any report
or other communication to shareholders of the Issuer in their capacity as
such, and (d) of preparing, setting in type, printing and mailing
Prospectuses, Statements of Additional Information and any supplements
thereto sent to existing shareholders.  
 As provided in the Distribution and Service Plan adopted by the Issuer, it
is recognized by the Issuer that FMR may reimburse Distributors for any
direct expenses incurred in the distribution of shares of the Issuer from
any source available to it, including advisory and service or management
fees paid to it by the Issuer.
11. Indemnification - The Issuer agrees to indemnify and hold harmless
Distributors and each of its directors and officers and each person, if
any, who controls Distributors within the meaning of Section 15 of the 1933
Act against any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
claim, damages, or expense and reasonable counsel fees incurred in
connection therewith) arising by reason of any person acquiring any shares,
based upon the ground that the registration statement, Prospectus,
Statement of Additional Information, shareholder reports or other
information filed or made public by the Issuer (as from time to time
amended) included an untrue statement of a material fact or omitted to
state a material fact required to be stated or necessary in order to make
the statements not misleading under the 1933 Act, or any other statute or
the common law.  However, the Issuer does not agree to indemnify
Distributors or hold it harmless to the extent that the statement or
omission was made in reliance upon, and in conformity with, information
furnished to the Issuer by or on behalf of Distributors.  In no case (i) is
the indemnity of the Issuer in favor of Distributors or any person
indemnified to be deemed to protect Distributors or any person against any
liability to the Issuer or its security holders to which Distributors or
such person would otherwise be subject by reason of willful misfeasance,
bad faith or gross negligence in the performance of its duties or by reason
of its reckless disregard of its obligations and duties under this
Agreement, or (ii) is the Issuer to be liable under its indemnity agreement
contained in this paragraph with respect to any claim made against
Distributors or any person indemnified unless Distributors or person, as
the case may be, shall have notified the Issuer in writing of the claim
within a reasonable time after the summons or other first written
notification giving information of the nature of the claim shall have been
served upon Distributors or any such person (or after Distributors or such
person shall have received notice of service on any designated agent). 
However, failure to notify the Issuer of any claim shall not relieve the
Issuer from any liability which it may have to Distributors or any person
against whom such action is brought otherwise than on account of its
indemnity agreement contained in this paragraph.  The Issuer shall be
entitled to participate at its own expense in the defense, or, if it so
elects, to assume the defense of any suit brought to enforce any claims,
but if the Issuer elects to assume the defense, the defense shall be
conducted by counsel chosen by it and satisfactory to Distributors or
person or persons, defendant or defendants in the suit.  In the event the
Issuer elects to assume the defense of any suit and retain counsel,
Distributors, officers or directors or controlling person or persons,
defendant or defendants in the suit, shall bear the fees and expenses of
any additional counsel retained by them.  If the Issuer does not elect to
assume the defense of any suit, it will reimburse Distributors, officers or
directors or controlling person or persons, defendant or defendants in the
suit, for the reasonable fees and expenses of any counsel retained by them. 
The Issuer agrees to notify Distributors promptly of the commencement of
any litigation or proceedings against it or any of its officers or trustees
in connection with the issuance or sale of any of the shares.
 Distributors also covenants and agrees that it will indemnify and hold
harmless the Issuer and each of its Board members and officers and each
person, if any, who controls the Issuer within the meaning of Section 15 of
the 1933 Act, against any loss, liability, damages, claim or expense
(including the reasonable cost of investigating or defending any alleged
loss, liability, damages, claim or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person acquiring
any shares, based upon the 1933 Act or any other statute or common law,
alleging any wrongful act of Distributors or any of its employees or
alleging that the registration statement, Prospectus, Statement of
Additional Information, shareholder reports or other information filed or
made public by the Issuer (as from time to time amended) included an untrue
statement of a material fact or omitted to state a material fact required
to be stated or necessary in order to make the statements not misleading,
insofar as the statement or omission was made in reliance upon, and in
conformity with information furnished to the Issuer by or on behalf of
Distributors.  In no case (i) is the indemnity of Distributors in favor of
the Issuer or any person indemnified to be deemed to protect the Issuer or
any person against any liability to which the Issuer or such person would
otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement, or (ii) is
Distributors to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against the Issuer or any person
indemnified unless the Issuer or person, as the case may be, shall have
notified Distributors in writing of the claim within a reasonable time
after the summons or other first written notification giving information of
the nature of the claim shall have been served upon the Issuer or any such
person (or after the Issuer or such person shall have received notice of
service on any designated agent).  However, failure to notify Distributors
of any claim shall not relieve Distributors from any liability which it may
have to the Issuer or any person against whom the action is brought
otherwise than on account of its indemnity agreement contained in this
paragraph.  In the case of any notice to Distributors, it shall be entitled
to participate, at its own expense, in the defense or, if it so elects, to
assume the defense of any suit brought to enforce the claim, but if
Distributors elects to assume the defense, the defense shall be conducted
by counsel chosen by it and satisfactory to the Issuer, to its officers and
Board and to any controlling person or persons, defendant or defendants in
the suit.  In the event that Distributors elects to assume the defense of
any suit and retain counsel, the Issuer or controlling persons, defendant
or defendants in the suit, shall bear the fees and expense of any
additional counsel retained by them.  If Distributors does not elect to
assume the defense of any suit, it will reimburse the Issuer, officers and
Board or controlling person or persons, defendant or defendants in the
suit, for the reasonable fees and expenses of any counsel retained by them. 
Distributors agrees to notify the Issuer promptly of the commencement of
any litigation or proceedings against it in connection with the issue and
sale of any of the shares.
12. Effective Date - This agreement shall be effective upon its execution,
and unless terminated as provided, shall continue in force until January
31, 1993 and thereafter from year to year, provided continuance is approved
annually by the vote of a majority of the Board members of the Issuer, and
by the vote of those Board members of the Issuer who are not "interested
persons" of the Issuer and, if a plan under Rule 12b-1 under the Investment
Company Act of 1940 is in effect, by the vote of those Board members of the
Issuer who are not "interested persons" of the Issuer and who are not
parties to the Distribution and Service Plan or this Agreement and have no
financial interest in the operation of the Distribution and Service Plan or
in any agreements related to the Distribution and Service Plan, cast in
person at a meeting called for the purpose of voting on the approval.  This
Agreement shall automatically terminate in the event of its assignment.  As
used in this paragraph, the terms "assignment" and "interested persons"
shall have the respective meanings specified in the Investment Company Act
of 1940 as now in effect or as hereafter amended.  In addition to
termination by failure to approve continuance or by assignment, this
Agreement may at any time be terminated by either party upon not less than
sixty days' prior written notice to the other party.
13. Notice - Any notice required or permitted to be given by either party
to the other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the other
party at the last address furnished by the other party to the party giving
notice: if to the Issuer, at 82 Devonshire Street, Boston, Massachusetts,
and if to Distributors, at 82 Devonshire Street, Boston, Massachusetts.
14. Limitation of Liability - Distributors is expressly put on notice of
the limitation of shareholder liability as set forth in the Declaration of
Trust or other organizational document of the Issuer and agrees that the
obligations assumed by the Issuer under this contract shall be limited in
all cases to the Issuer and its assets.  Distributors shall not seek
satisfaction of any such obligation from the shareholders or any
shareholder of the Issuer.  Nor shall Distributors seek satisfaction of any
such obligation from the Trustees or any individual Trustee of the Issuer. 
Distributors understands that the rights and obligations of each series of
shares of the Issuer under the Issuer's Declaration of Trust or other
organizational document are separate and distinct from those of any and all
other series.
15. This agreement shall be governed by, and construed in accordance with,
the laws of the Commonwealth of Massachusetts, without giving effect to the
choice of laws provisions thereof.
 IN WITNESS WHEREOF, the Issuer has executed this instrument in its name
and behalf, and its seal affixed, by one of its officers duly authorized,
and Distributors has executed this instrument in its name and behalf by one
of its officers duly authorized, as of the day and year first above
written.
      FIDELITY PURITAN TRUST
     By /s/ J. Gary Burkhead
 
      FIDELITY DISTRIBUTORS CORPORATION
     By /s/ Kurt A. Lange
    



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