FIDELITY UNION STREET TRUST II
N-30D, 1994-10-07
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FIDELITY
 
 
(registered trademark)
DAILY INCOME
TRUST
ANNUAL REPORT
AUGUST 31, 1994 
CONTENTS
 
 
PRESIDENT'S MESSAGE      3    Ned Johnson on investing                 
                              strategies.                              
 
PERFORMANCE              4    How the fund has done over time.         
 
FUND TALK                6    The manager's review of fund             
                              performance, strategy and outlook.       
 
INVESTMENT CHANGES       8    A summary of major shifts in the         
                              fund's investments over the past six     
                              months                                   
                              and one year.                            
 
INVESTMENTS              9    A complete list of the fund's            
                              investments with their market value.     
 
FINANCIAL STATEMENTS     16   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets, as well as financial             
                              highlights.                              
 
NOTES                    20   Notes to the financial statements.       
 
REPORT OF INDEPENDENT                                                  
ACCOUNTANTS              22   The auditor's opinion.                   
 
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL 
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED
FOR DISTRIBUTION TO 
PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE 
PROSPECTUS. 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. NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A
BANK. FOR MORE 
INFORMATION ON ANY FIDELITY FUND INCLUDING CHARGES AND EXPENSES, CALL
1-800-544-8888 
FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
PRESIDENT'S MESSAGE
 
 
 
DEAR SHAREHOLDER:
The year so far has been an unsettling time for many investors. For
example, after three years of a nearly perfect environment for stock market
investing, stock prices generally fell from February through June. Bond
prices have fallen as well. Investors disagree about whether these declines
represent only a short-term correction or signal the beginning of a longer
bear market. One can collect statistics to support either opinion, but of
course, nobody knows for sure what will happen in the months ahead.
We do know, however, that market declines are a normal part of investing.
We have historically seen corrections of 10% or more every two years.
That's why I thought this might be a good time to review three basic
investment principles that have proven helpful to successful investors in
every market cycle.
First, take a long-term approach when investing. If you can afford to leave
your money invested through the inevitable ups and downs of financial
markets, you will greatly reduce your vulnerability to any single decline.
Over time, for example, stock prices have gone up - and have significantly
outperformed other types of investments and stayed ahead of inflation.
Second, you can further manage risk by diversifying your investments. A
stock mutual fund is already diversified, because it invests in many
different companies. You can increase your diversification by investing in
a number of different stock funds, or in different investment categories,
such as bonds. You should also keep money you'll need in the near future in
a more stable investment.
Finally, it makes good sense to follow a regular investment plan, investing
a set amount of money at the same time each month or quarter. That way, you
can avoid getting caught up in the excitement of a rapidly-rising market -
and won't end up buying all your shares at market highs. This strategy
won't assure a profit or protect you from a loss in a declining market, but
it should help you lower the average cost of your purchases. For this to be
effective, you must continue to buy shares in both up and down markets.
If you have questions, please call us at 1-800-544-8888. We would be happy
to send you a Fidelity FundMatch kit, which can help you determine the mix
of investments that is right for you. You might also find it convenient to
set up a regular investment plan using the Fidelity Automatic Account
Builder.SM
We look forward to hearing from you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE
 
 
To measure a money market fund's performance, you can look at either total
return or yield. Total return reflects the change in a fund's share price
over a given period, as well as reinvestment of its dividends (or income).
Yield measures the income paid by a fund. Since a money market fund tries
to maintain a $1 share price, yield is an important measure of performance.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED AUGUST 31, 1994         PAST 1   PAST 5   PAST 10   
                                      YEAR     YEARS    YEARS     
 
Fidelity Daily Income Trust           3.23%    27.79%   82.61%    
 
Consumer Price Index                  2.90%    19.58%   42.58%    
 
Average All Taxable                                               
Money Market Fund                     3.11%    27.06%   80.90%    
 
CUMULATIVE TOTAL RETURNS reflect actual performance over a specific period
- - in this case, one year, five years, or 10 years. For example, if you
invested $1,000 in a fund that had a 5% return over the past year, you
would end up with $1,050. Comparing the fund's performance to the consumer
price index (CPI) helps show how your investment did compared to inflation.
To measure how the fund stacked up against its peers, you can compare its
return to the average taxable money market fund's total return. This
average currently reflects the performance of 696 taxable money market
funds tracked by CPI and IBC/Donoghue. (The periods covered by the
IBC/Donoghue numbers are the closest available match to those covered by
the fund.)
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED AUGUST 31, 1994         PAST 1   PAST 5   PAST 10   
                                      YEAR     YEARS    YEARS     
 
Fidelity Daily Income Trust           3.23%    5.03%    6.21%     
 
Consumer Price Index                  2.90%    3.64%    3.61%     
 
Average All Taxable                                               
Money Market Fund                     3.11%    4.91%    6.11%     
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had achieved that return
by performing at a constant rate each year.
YIELDS
 
<TABLE>
<CAPTION>
<S>                           <C>       <C>        <C>       <C>       <C>       
                              8/31/93   11/30/93   2/28/94   5/31/94   8/31/94   
 
                                                                                 
 
                              2.85%     2.84%      2.75%     3.62%     4.27%     
Fidelity Daily Income Trust                                                      
 
                                                                                 
 
Average All Taxable           2.64%     2.69%      2.79%     3.51%     4.08%     
Money Market Fund                                                                
 
                                                                                 
 
                              2.43%     2.35%      2.30%     2.34%     2.42%     
MMDA                                                                             
 
</TABLE>
 
 
Row: 1, Col: 1, Value: 2.85
Row: 1, Col: 2, Value: 2.64
Row: 1, Col: 3, Value: 2.45
Row: 2, Col: 1, Value: 2.84
Row: 2, Col: 2, Value: 2.69
Row: 2, Col: 3, Value: 2.38
Row: 3, Col: 1, Value: 2.75
Row: 3, Col: 2, Value: 2.79
Row: 3, Col: 3, Value: 2.32
Row: 4, Col: 1, Value: 3.62
Row: 4, Col: 2, Value: 3.51
Row: 4, Col: 3, Value: 2.38
Row: 5, Col: 1, Value: 4.27
Row: 5, Col: 2, Value: 4.08
Row: 5, Col: 3, Value: 2.45
5% -
4% -
3% -
2% -
1% -
0% 
Fidelity Daily 
Income Trust
Average 
All Taxable
Money Market 
Fund
MMDA
YIELD refers to the income paid by the fund over a given period. Yields for
money market funds are usually for seven-day periods, expressed as annual
percentage rates. A yield that assumes income earned is reinvested or
compounded is called an effective yield. The chart above shows the fund's
current seven-day yield at quarterly intervals over the past year. You can
compare these yields to those of the average taxable money market fund and
the average bank money market deposit account (MMDA). Figures for the
average general purpose money market fund are from IBC/Donoghue. The MMDA
average is supplied by BANK RATE MONITOR.(Trademark) (Both figures are
those available closest to month end.)
A MONEY MARKET FUND'S TOTAL RETURNS AND YIELDS WILL VARY, AND REFLECT PAST
RESULTS RATHER THAN PREDICT FUTURE PERFORMANCE.
 
COMPARING
PERFORMANCE
There are some important 
differences between a bank 
money market deposit 
account (MMDA) and a 
money market fund. First, the 
U.S. government neither 
insures nor guarantees a 
money market fund. In fact, 
there is no assurance that a 
money market fund will 
maintain a $1 share price. 
Second, a money market 
fund returns to its 
shareholders income earned 
by the fund's investments 
after expenses. This is in 
contrast to banks, which set 
their MMDA rates periodically 
based on current interest 
rates, competitors' rates, and 
internal criteria.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW
 
 
An interview with Burnell Stehman,
Portfolio Manager of 
Fidelity Daily Income Trust
Q. BURNIE, SHORT-TERM INTEREST RATES HAVE RISEN SHARPLY DURING THE PAST
YEAR. CAN YOU BRING US UP TO DATE?
A. Sure. A year ago, the federal funds rate - the rate banks charge each
other for overnight loans - was still targeted at 3%, and it stayed there
through January 1994. But on February 4, the Federal Reserve announced an
increase to 3.25%. Many market observers, myself included, were surprised
at the early timing of the Fed's move, but the goal was clear: to thwart
inflationary pressures before they became an issue. By the end of August,
the federal funds rate had reached 4.75%. So in less than a year we've seen
the Fed shift its aim 180 degrees: from an accommodative policy designed to
promote economic growth, which had been in place for five years; to one
that was neutral; to one approaching a restrictive stance, designed to slow
a resilient economy.
Q. HOW DID THAT AFFECT THE WAY YOU MANAGED THE FUND?
A. As long as rates were stable or falling, my goal was to lock in higher
rates for as long as possible. That's why the fund's average maturity was
an aggressive 70-plus days at the beginning of the period. In early
February, on the eve of the Fed's first increase, the fund's average
maturity had fallen into the mid-50s - still too long, in retrospect.
Shortly after the rate increase came through, I began selling some
longer-maturity issues and exchanging others in favor of shorter-term,
higher-yielding securities. The fund's average maturity quickly dropped to
between 35 and 45 days, where it stayed until August. After the fed
increase in August, I extended the fund somewhat beyond 45 days in order to
capture the potential higher returns of longer-term securities.
Q. WERE YOU HAPPY WITH THE FUND'S PERFORMANCE?
A. Yes, the fund's seven-day yield on August 31, 1994, was 4.27%, up
sharply from 2.85% a year ago. For the year, the fund's total return was
3.23%. That beat the 3.11% average total return for all taxable money
market funds during the same period, according to IBC/Donoghue.
Q. ARE RATES LIKELY TO CONTINUE RISING?
A. That's a strong possibility. The Fed's objective is sustained,
non-inflationary growth - a goal Fed officials seem to believe is
consistent with a 2.5% annual expansion in the nation's economy. However,
over the past two quarters, the economy has been expanding in excess of a 3
1/2% annual rate. Meanwhile, unemployment has fallen, capacity utilization
has risen to near record heights, and higher price indices forewarn of
increased inflation. As a result, I would not be surprised to see the Fed
push the federal funds rate beyond 5% by the end of the year, and probably
higher into 1995.
Q. WHAT DOES THAT MEAN IN TERMS OF YOUR INVESTMENT STRATEGY GOING FORWARD?
A. First, I'll likely maintain an average maturity in a range I would
describe as neutral to defensive: around 45 days or shorter. That gives me
the flexibility to respond to rising rates while still capturing a portion
of the higher yields to be had from longer-term securities. Second, I'll
continue to use variable rate instruments - currently about 30% of the fund
- - to keep pace with rising rates. Variables are shorter-term securities
with rates that reset in line with prevailing rates at daily, weekly or
monthly intervals.
 
FUND FACTS
GOAL: to provide current 
income with share price 
stability by investing in high 
quality, short-term securities
START DATE: May 31, 1974
SIZE: as of August 31, 1994, 
more than $2.1 billion
MANAGER: Burnell Stehman, 
since 1985; manager Fidelity 
Daily Income Trust, 1979 
- -1983; manager, several 
institutional money market 
funds; joined
Fidelity in 1979
(checkmark)
 
WORDS TO KNOW
BANKERS' ACCEPTANCE (BA): 
A short-term note whose 
payment is guaranteed by a 
bank.
CERTIFICATE OF DEPOSIT (CD): 
An interest-bearing deposit 
with a specific maturity. Large 
denomination CDs, like the 
fund buys, have negotiable 
interest rates and can be sold 
in the secondary market.
COMMERCIAL PAPER: A 
short-term note from a bank 
or corporation.
FEDERAL FUNDS RATE: The 
interest rate banks charge 
each other for overnight 
loans.
MATURITY: The time remaining 
before an issuer is scheduled 
to repay the principal amount 
on a debt security. When the 
fund's average maturity - 
weighted by dollar amount- 
is short, the fund manager 
believes interest rates will 
rise. When the average 
maturity is long, the fund 
manager is expecting rates to 
fall. When the average 
maturity is neutral, the fund 
manager wants to have the 
flexibility to respond to rising 
rates, while still capturing a 
portion of the higher yields 
available from issues with 
longer maturities.
TIME DEPOSIT (TD): An 
interest-bearing deposit with a 
specific maturity. Large 
denomination TDs, like the 
fund buys, differ from CDs in 
that they can't be sold in the 
secondary market.
INVESTMENT CHANGES
 
 
MATURITY DIVERSIFICATION
DAYS        % OF FUND ASSETS   % OF FUND ASSETS   % OF FUND ASSETS   
            8/31/94            2/28/94            8/31/93            
 
0 - 30       59                 54                 33                
 
31 - 90      25                 37                 37                
 
91 - 180     15                 8                  24                
 
181 - 397     1                  1                 6                 
 
WEIGHTED AVERAGE MATURITY
                              8/31/94   2/28/94   8/31/93   
 
Fidelity Daily Income Trust   42 days   40 days   67 days   
 
Average All Taxable                                         
Money Market Fund*            42 days   53 days   63 days   
 
ASSET ALLOCATION
AS OF AUGUST 31, 1994 AS OF FEBRUARY 28, 1994
 
Row: 1, Col: 1, Value: 40.0
Row: 1, Col: 2, Value: 39.0
Row: 1, Col: 3, Value: 20.0
Row: 1, Col: 4, Value: 2.0
Row: 1, Col: 1, Value: 69.0
Row: 1, Col: 2, Value: 19.0
Row: 1, Col: 3, Value: 11.0
Row: 1, Col: 4, Value: 2.0
Commercial
paper 40%
Bank CDs, BAs,
TDs, and notes 39%
Government
securities 20%
Other 1%
Commercial
paper 69%
Bank CDs, BAs,
TDs, and notes 19%
Government
securities 11%
Other 1%
* SOURCE: IBC/DONOGHUE'S MONEY FUND REPORT(registered trademark)
INVESTMENTS AUGUST 31, 1994
 
Showing Percentage of Total Value of Investments
 
 
BANKERS' ACCEPTANCES - 2.9%
 DUE ANNUALIZED YIELD AT PRINCIPAL AMOUNT VALUE (NOTE 1)
 DATE TIME OF PURCHASE (000S) (000S)
Bank of New York
 12/21/94 5.01% $ 10,000 $ 9,849
Chase Manhattan Bank
 9/13/94 4.50  5,000  4,993
Chemical Bank
 9/2/94 4.46  5,000  4,999
 10/7/94 4.63  11,503  11,450
CoreStates Bank of Delaware, N.A.
 11/2/94 4.79  5,000  4,959
 12/1/94 5.05  5,000  4,937
 12/9/94 5.05  5,000  4,932
Republic New York Corp.
 10/3/94 4.65  6,000  5,976
Trust Company Bank
 10/11/94 4.82  10,208  10,154
TOTAL BANKERS' ACCEPTANCES   62,249
CERTIFICATES OF DEPOSIT - 1.4%
 
NBD Bank, N.A.
 9/16/94 4.75  5,000  5,000
 9/22/94 4.60  20,000  20,001
Old Kent Bank & Trust Co.
 2/21/95 5.25  5,000  5,000
TOTAL CERTIFICATES OF DEPOSIT   30,001
COMMERCIAL PAPER - 40.4%
 
AT&T Capital Corp.
 9/29/94 4.75  17,000  16,938
AVCO Financial Services, Inc.
 9/9/94 4.71  15,000  14,984
 10/14/94 4.80  10,000  9,943
Associates Corp. of North America
 9/20/94 4.46  20,000  19,953
 9/23/94 4.53  15,000  14,959
 10/31/94 4.84  25,000  24,800
 11/14/94 4.91  12,000  11,880
COMMERCIAL PAPER - CONTINUED
 DUE ANNUALIZED YIELD AT PRINCIPAL AMOUNT VALUE (NOTE 1)
 DATE TIME OF PURCHASE (000S) (000S)
BellAtlantic Financial Services
 9/19/94 4.58% $ 6,000 $ 5,986
CIESCO, L.P.
 9/15/94 4.64  15,000  14,973
 10/4/94 4.80  10,000  9,956
 10/14/94 4.81  15,000  14,915
CIT Group Holdings, Inc.
 9/9/94 4.45  10,000  9,990
 9/15/94 4.48  10,000  9,983
 9/28/94 4.57  25,000  24,915
Citizen Utilities Company
 11/18/94 4.84  16,500  16,329
Commercial Credit Co.
 10/31/94 4.68  15,000  14,884
CoreStates Capital Corp.
 9/15/94 4.53  10,000  9,982
Eastman Kodak
 9/12/94 4.86  3,000  2,995
Eaton Corp.
 10/5/94 4.61  5,000  4,978
 10/17/94 4.89  5,000  4,969
Exxon Asset Management Co.
 9/14/94 4.53  11,000  10,982
 9/19/94 4.53  5,000  4,989
 10/7/94 4.83  10,000  9,952
Ford Motor Credit Corp.
 9/7/94 4.42  10,000  9,993
 9/26/94 4.75  30,000  29,903
 11/16/94 4.88  20,000  19,797
GTE Corp.
 9/6/94 4.81  4,000  3,997
General Electric Capital Corp.
 9/8/94 4.34  15,000  14,987
 9/8/94 4.34  5,000  4,996
 12/9/94 5.05  25,000  24,660
 1/17/95 5.13  25,000  24,519
 1/19/95 5.13  20,000  19,610
General Electric Corp.
 9/12/94 4.71  35,000  34,950
General Motors Acceptance Corp.
 9/6/94 4.58  35,000  34,978
 10/24/94 4.89  15,000  14,893
 10/27/94 4.81  14,000  13,896
Golden Peanut Company
 9/7/94 4.45  15,000  14,989
Goldman Sachs Group, L.P. (The)
 9/6/94 4.71  10,000  9,994
COMMERCIAL PAPER - CONTINUED
 DUE ANNUALIZED YIELD AT PRINCIPAL AMOUNT VALUE (NOTE 1)
 DATE TIME OF PURCHASE (000S) (000S)
Household Finance Corp.
 11/10/94 4.86% $ 10,000 $ 9,907
 11/21/94 4.96  10,000  9,890
IBM Corp.
 9/12/94 4.53  3,000  2,996
 9/13/94 4.76  5,000  4,992
 10/25/94 4.88  25,000  24,819
ITT Financial
 10/24/94 4.89  10,000  9,929
 10/25/94 4.89  10,000  9,927
John Deere Capital Corp.
 9/13/94 4.47  10,000  9,985
Merck & Co., Inc.
 9/16/94 4.61  19,250  19,214
Merrill Lynch & Co., Inc.
 9/12/94 4.69  10,000  9,986
Morgan Stanley Group, Inc.
 9/1/94 4.69  20,000  20,000
NationsBank Corp.
 11/22/94 4.91  25,000  24,724
New Center Asset Trust
 11/21/94 4.94  10,000  9,890
PHH Corp.
 9/8/94 4.50  15,000  14,987
Penney (JC) Funding Corp.
 9/9/94 4.63  1,745  1,743
Philip Morris Cos., Inc.
 9/15/94 4.53  8,681  8,666
 11/10/94 4.81  20,000  19,815
Prudential Funding Corp.
 12/2/94 5.00  20,000  19,750
Republic New York Corp.
 9/7/94 4.69  25,000  24,981
Sears Roebuck Acceptance Corp.
 10/18/94 4.92  10,000  9,936
Student Loan Corp.
 11/2/94 4.85  15,000  14,876
Textron, Inc.
 9/1/94 4.59  1,000  1,000
 9/6/94 4.55  3,500  3,498
 9/19/94 4.92  5,000  4,988
Unocal Corp.
 9/7/94 4.54  2,000  1,998
 9/14/94 4.89  7,000  6,988
TOTAL COMMERCIAL PAPER   859,882
FEDERAL AGENCIES - 19.8%
 DUE ANNUALIZED YIELD AT PRINCIPAL AMOUNT VALUE (NOTE 1)
 DATE TIME OF PURCHASE (000S) (000S)
FEDERAL FARM CREDIT BANK - DISCOUNT NOTES - 2.5%
 10/18/94 4.45% $ 25,000 $ 24,858
 1/4/95 5.00  4,195  4,124
 1/9/95 5.15  25,000  24,547
   53,529
FEDERAL HOME LOAN BANK - DISCOUNT NOTES - 1.2%
 1/17/95 5.02  25,000  24,529
FEDERAL HOME LOAN MORTGAGE CORP. - DISCOUNT NOTES - 1.6%
 9/14/94 4.50  20,000  19,967
 10/24/94 4.68  15,000  14,898
   34,865
FEDERAL NATIONAL MORTGAGE ASSOC. - AGENCY COUPONS - 4.2%
 9/1/94 5.35 (a)  25,000  25,000
 9/1/94 4.64  25,000  25,000
 9/1/94 4.03  40,000  40,000
   90,000
FEDERAL NATIONAL MORTGAGE ASSOC. - DISCOUNT NOTES - 10.3%
 9/26/94 4.15  5,000  4,986
 10/26/94 4.45  25,000  24,834
 10/27/94 4.50  15,000  14,897
 11/16/94 4.91  30,000  29,693
 12/16/94 4.98  25,000  24,641
 1/4/95 5.04  10,000  9,829
 1/18/95 5.03  25,000  24,527
 2/3/95 5.01  40,855  39,993
 2/13/95 5.16  6,220  6,076
 2/16/95 5.07  25,000  24,423
 3/1/95 5.12  15,000  14,623
   218,522
TOTAL FEDERAL AGENCIES   421,445
BANK NOTES - 14.2%
 DUE ANNUALIZED YIELD AT PRINCIPAL AMOUNT VALUE (NOTE 1)
 DATE TIME OF PURCHASE (000S) (000S)
Bank of New York
 9/1/94 5.46% (a) $ 15,000 $ 14,996
Bank One - Dayton
 9/1/94 5.46 (a)  7,000  7,000
Bank One Milwaukee
 9/1/94 4.49 (a)  15,000  14,992
Boatmen's National Bank of St. Louis
 9/1/94 4.86 (a)  25,000  24,995
Bank of New York, Delaware
 9/6/94 4.57 (a)  30,000  30,000
Comerica Bank-Detroit
 9/1/94 5.47 (a)  15,000  14,995
Fifth Third Bank, Cincinnati
 9/21/94 4.76  15,000  15,000
First National Bank of Boston
 9/27/94 4.60  10,000  10,000
 9/30/94 4.65  3,000  3,000
Fleet Bank of Massachusetts
 9/6/94 4.75  10,000  10,000
Huntington National Bank
 9/1/94 4.85 (a)  23,000  22,981
Key Bank of New York
 9/1/94 4.86 (a)  20,000  19,981
NBD Bank, N.A.
 11/17/94 4.91  25,000  24,999
PNC Bank, N.A.
 9/7/94 4.90 (a)  35,000  34,952
Society National Bank
 9/1/94 4.94 (a)  13,000  12,989
 9/1/94 5.47 (a)  30,000  29,991
 9/1/94 4.83 (a)  10,000  9,992
TOTAL BANK NOTES   300,863
MASTER NOTES (A) - 4.1%
 
J.P. Morgan Securities
 9/1/94 5.11  37,000  37,000
 9/1/94 5.13  17,000  17,000
Morgan Stanley Group, Inc. (c)
 9/1/94 5.08  15,000  15,000
Norwest Corp.
 9/1/94 4.82  18,000  18,000
TOTAL MASTER NOTES   87,000
MEDIUM-TERM NOTES - 10.5%
 DUE ANNUALIZED YIELD AT PRINCIPAL AMOUNT VALUE (NOTE 1)
 DATE TIME OF PURCHASE (000S) (000S)
Beneficial Corporation
 9/15/94 4.82% (a) $ 35,000 $ 34,991
Ford Motor Credit Corporation
 9/23/94 4.69 (a)  10,000  10,001
General Motors Acceptance Corp.
 11/7/94 4.86 (a)  20,000  20,000
Goldman Sachs Group, L.P. (The) (b)
 9/1/94 4.48 (a)   20,000  20,000
 9/9/94 4.78 (a)   8,000  8,000
 12/13/94 4.97  15,000  14,875
 12/16/94 4.91 (a)   20,000  20,000
Merrill Lynch & Co., Inc.
 9/1/94 4.83  10,000  10,000
Norwest Corp.
 9/15/94 4.54 (a)  23,000  23,000
PHH Corp.
 9/1/94 5.44 (a)  21,000  21,000
 9/21/94 4.83 (a)  12,000  11,995
PepsiCo.
 9/1/94 4.97 (a)  25,000  25,000
U.S.L. Capital, Inc.
 9/16/94 4.51 (a)  5,000  5,007
TOTAL MEDIUM-TERM NOTES   223,869
SHORT-TERM NOTES (A) - 5.4%
 
Commonwealth Life Insurance Company
 9/1/94 4.66  15,000  15,000
SMM Trust Company (1993-D) (c)
 10/28/94 4.84   5,000  5,000
SMM Trust Company (1994-A) (c)
 9/18/94 4.57   85,000  85,000
 9/18/94 4.68  5,000  4,997
SMM Trust Company (1994-E) (c)
 10/13/94 4.73  1,000  1,000
 10/13/94 4.64  3,000  3,000
TOTAL SHORT-TERM NOTES   113,997
REPURCHASE AGREEMENTS - 1.3%
 MATURITY AMOUNT VALUE (NOTE 1)
 (000S) (000S)
With First Boston Corporation:
 At 4.80%, dated 8/23/94 due 10/4/94:
  U.S. Government Obligations
  (principal amount $25,887)
  0% to 10%, 3/1/01 to 6/1/28  $ 25,140 $ 25,000
 In a joint trading account
  (U.S. Government Obligations)
  dated 8/31/94, due 9/1/94
  (Note 2) At 4.89%   1,833  1,833
TOTAL REPURCHASE AGREEMENTS   26,833
TOTAL INVESTMENTS  $ 2,126,139
Total Cost for Income Tax Purposes  $ 2,126,139
 
 
 
LEGEND
(a) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. The due date on these types of
securities reflects the next interest rate reset date or when applicable,
the final maturity date.
(b) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $62,875,000 or 3.0% of net
assets.
(c) Restricted securities - Investment in securities not registered under
the Securities Act of 1933 (see Note 2 of Notes to Financial Statements).
Additional information on each holding is as follows:
  ACQUISITION
 ACQUISITION AMOUNT
SECURITY DATE (000'S)
Morgan Stanley Group, Inc.
  2/1/94 $ 15,000
SMM Trust Company:
(1994-A)  3/18/94 $ 85,000
(1994-A)  6/28/94 $ 4,996
(1994-E)  5/23/94 $ 999
(1994-E)  4/13/94 $ 3,000
(1993-D)  4/28/93 $ 5,000
INCOME TAX INFORMATION
At August 31, 1994, the fund had a capital loss carryforward of
approximately $881,000 of which $345,000 and $536,000 will expire on August
31, 2001 and 2002, respectively
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                          <C>     <C>           
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) AUGUST 31, 1994                                                                     
 
1.ASSETS                                                                                                     2.      3.            
 
4.Investment in securities, at value (including                                                             5.      $ 2,126,139   
repurchase agreements of $26,833) - See                                                                                            
accompanying                                                                                                             
schedule                                                                                                                 
 
6.Cash                                                                                                       7.       2,676        
                                                                                                                                   
 
8.Interest receivable                                                                                        9.       4,705        
 
10. 11.TOTAL ASSETS                                                                                          12.      2,133,520    
 
13.LIABILITIES                                                                                              14.     15.           
 
16.Dividends payable                                                                                         $ 244   17.           
 
18.Accrued management fee                                                                                    544    19.           
 
20.Other payables and accrued expenses                                                                  508    21.           
 
22. 23.TOTAL LIABILITIES                                                                                      24.      1,296        
 
25.26.NET ASSETS                                                                                     27.     $ 2,132,224   
 
28.Net Assets consist of:                                                                                29.     30.           
 
31.Paid in capital                                                                                       32.     $ 2,132,478   
 
33.Accumulated net realized gain (loss) on investments                                                 34.      (254)        
 
35.36.NET ASSETS, for 2,132,478 shares outstanding                                                       37.     $ 2,132,224   
 
38.39.NET ASSET VALUE, offering price and redemption                                                     40.      $1.00        
price per share ($2,132,224 (divided by)shares)                          
 
</TABLE>
 
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED AUGUST 31, 1994                         
 
41.42.INTEREST INCOME                              43.       $ 79,516   
 
44.EXPENSES                                        45.       46.        
 
47.Management fee                                  $ 6,361   48.        
 
49.Transfer agent fees                              5,064    50.        
 
51.Accounting fees and expenses                     210      52.        
 
53.Non-interested trustees' compensation            13       54.        
 
55.Custodian fees and expenses                      63       56.        
 
57.Registration fees                                67                  
 
58.Audit                                            52       59.        
                                                                        
 
60. 61.TOTAL EXPENSES                              62.        11,830    
 
63.64.NET INTEREST INCOME                          65.        67,686    
 
66.67.NET REALIZED GAIN (LOSS) ON INVESTMENTS      68.        (536)     
                                                                        
 
69.70.NET INCREASE IN NET ASSETS RESULTING FROM    71.       $ 67,150   
OPERATIONS                                                              
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                       <C>                      <C>            
AMOUNTS IN THOUSANDS                                      YEARS ENDED AUGUST 31,                  
 
                                                          1994                     1993           
 
72.INCREASE (DECREASE) IN NET ASSETS                                                              
 
73.Operations                                             $ 67,686                 $ 65,143       
Net interest income                                                                               
 
74. Net realized gain (loss)                               (536)                    (345)         
 
75. 76.NET INCREASE (DECREASE) IN NET ASSETS               67,150                   64,798        
RESULTING FROM OPERATIONS                                                                         
 
77.Dividends to shareholders from net interest income      (67,686)                 (65,143)      
 
78.Share transactions at net asset value of $1.00 per      6,210,672                6,188,836     
share                                                                                             
Proceeds from sales of shares                                                                     
 
79. Reinvestment of dividends from net interest income     66,153                   63,070        
 
80. Cost of shares redeemed                                (6,240,368)              (6,656,948)   
 
81. Net increase (decrease) in net assets resulting        36,457                   (405,042)     
from                                                                                              
share transactions                                                                                
 
82.  83.TOTAL INCREASE (DECREASE) IN NET ASSETS            35,921                   (405,387)     
 
84.NET ASSETS                                             85.                      86.            
 
87. Beginning of period                                    2,096,303                2,501,690     
 
88. End of period                                         $ 2,132,224              $ 2,096,303    
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                           <C>                      <C>       <C>       <C>       <C>           <C>          
89.                           YEARS ENDED AUGUST 31,                                 EIGHT MONTH   YEAR         
                                                                                     S             ENDED        
                                                                                     ENDED         DECEMBER 3   
                                                                                     AUGUST 31,    1,           
 
90.                           1994                     1993      1992      1991      1990          1989         
 
91.SELECTED PER-SHARE DATA                                                                                      
 
92.Net asset                  $ 1.000                  $ 1.000   $ 1.000   $ 1.000   $ 1.000       $ 1.000      
value, beginning                                                                                                
of period                                                                                                       
 
93.Income from                 .032                     .028      .042      .064      .051          .087        
Investment                                                                                                      
Operations                                                                                                      
Net interest                                                                                                    
 income                                                                                                         
 
94.Less                        (.032)                   (.028)    (.042)    (.064)    (.051)        (.087)      
Distributions                                                                                                   
From net interest                                                                                               
income                                                                                                          
 
95.Net asset                  $ 1.000                  $ 1.000   $ 1.000   $ 1.000   $ 1.000       $ 1.000      
value,                                                                                                          
end of period                                                                                                   
 
96.TOTAL RETURN B              3.23                     2.83      4.32      6.64      5.22%         8.97%       
                              %                        %         %         %                                    
 
97.RATIOS AND SUPPLEMENTAL                                                                                      
DATA                                                                                                            
 
98.Net assets,                $ 2,132                  $ 2,096   $ 2,502   $ 2,802   $ 2,981A      $ 2,923      
end of period                                                                                                   
(in millions)                                                                                                   
 
99.Ratio of                    .56                      .57       .55       .60       .63%A         .64%        
expenses                      %                        %         %         %                                    
to average net                                                                                                  
assets                                                                                                          
 
100.Ratio of net               3.18                     2.83      4.22      6.47      7.69%A        8.68%       
interest                      %                        %         %         %                                    
income to average                                                                                               
net assets                                                                                                      
 
</TABLE>
 
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED. 
NOTES TO FINANCIAL STATEMENTS
For the period ended August 31, 1994
 
 
1. SIGNIFICANT ACCOUNTING 
POLICIES.
Fidelity Daily Income Trust (the fund) is a fund of Fidelity Union Street
Trust II (the trust) and is authorized to issue an unlimited number of
shares. The trust is registered under the Investment Company Act of 1940,
as amended (the 1940 Act), as an open-end management investment company
organized as a Delaware trust. The following summarizes the significant
accounting policies of the fund:
SECURITY VALUATION. As permitted under Rule 2a-7 of the 1940 Act, and
certain conditions therein, securities are valued initially at cost and
thereafter assume a constant amortization to maturity of any discount or
premium.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INTEREST INCOME. Interest income, which includes amortization of premium
and accretion of original issue discount, is accrued as earned. 
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Dividends are declared daily and paid
monthly from net interest income.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The fund's investment
adviser, Fidelity Management & Research Company (FMR), is responsible for
determining that the value of these underlying securities remains at least
equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other affiliated
entities of FMR, may transfer uninvested cash balances into one or more
joint trading accounts. These balances are invested in one or more
repurchase agreements that mature in 60 days or less from the date of
purchase, and are collateralized by U.S. Treasury or Federal Agency
obligations.
RESTRICTED SECURITIES. The fund is permitted to invest in privately placed
restricted securities. These securities may be resold in transactions
exempt from registration or to the public if the securities are registered.
Disposal of these securities may involve time- consuming negotiations and
expense, and prompt sale at an acceptable price may be difficult. At the
end of the period, restricted securities (excluding 144A issues) amounted
to $113,997,000 or 
5.3% of net assets for the fund.
3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a fee
computed daily and paid monthly, based on the level of the fund's average
net assets and gross income earned each month. The portion of the fee based
on average net assets is graduated ranging from an annual rate of .10% of
average net assets up to $2 billion to an annual rate of .05% of average
net assets in excess of $6 billion. The portion of the fee based on gross
income is equal to 4% of the gross income earned by the fund each month
(exclusive of gains realized from the sale of investments) provided the
amount of such fee, at a minimum, amounts to an annual rate of .20% and, at
a maximum, does not exceed an annual rate of .40% of the fund's average net
assets. For the period, the management fee was equivalent to an annualized
rate of .30% of average net assets.
SUB-ADVISER FEE. As the fund's investment sub-adviser, FMR Texas Inc., a
wholly owned subsidiary of FMR, receives a fee from FMR of 50% of the
management fee payable to FMR. The fee is paid prior to any voluntary
expense reimbursements which may be in effect, and after reducing the fee
for any payments by FMR pursuant to the fund's Distribution and Service
Plan.
TRANSFER AGENT FEE. Fidelity Service Co. (FSC), an affiliate of FMR, is the
fund's transfer, dividend disbursing and shareholder servicing agent. FSC
receives fees based on the type, size, number of accounts and the number of
transactions made by shareholders. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements.
ACCOUNTING FEE. FSC maintains the fund's accounting records. The fee is
based on the level of average net assets for the month plus out-of-pocket
expenses.
Shareholders participating in the Fidelity Ultra Service Account(registered
trademark) Program (the Program) pay a $5.00 monthly fee to Fidelity
Brokerage Services, Inc. (FBSI), an affiliate of FMR, for performing
services associated with the Program. For the period, fees paid to FBSI by
shareholders participating in the Program amounted to $1,681,031.
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees and Shareholders of 
Fidelity Union Street Trust II:
Fidelity Daily Income Trust:
We have audited the accompanying statement of assets and liabilities of
Fidelity Union Street Trust II: Fidelity Daily Income Trust, including the
schedule of portfolio investments, as of August 31, 1994, and the related
statement of operations for the year then ended, the statement of changes
in net assets for each of the two years in the period then ended, and the
financial highlights for each of the four years in the period then ended,
the eight month period ended August 31, 1990 and the year ended December
31, 1989. These financial statements and financial highlights are the
responsibility of the fund's management. Our responsibility is to express
an opinion on these financial statements and financial highlights based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of August 31, 1994 by correspondence with the custodian
and brokers . An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Union Street Trust II: Fidelity Daily Income Trust as of August
31, 1994, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then
ended, and the financial highlights for each of the four years in the
period then ended, the eight month period ended August 31, 1990 and the
year ended December 31, 1989, in conformity with generally accepted
accounting principles.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
September 21, 1994
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER 
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN).  The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call --
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND
QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
 For quotes on funds you own.
1.
 For an individual fund quote.
2.
 For the ten most frequently 
requested Fidelity fund quotes.
3.
 For quotes on Fidelity Select 
Portfolios.(registered trademark)
4.
 To change your Personal 
Identification Number (PIN).
5.
 To speak with a Fidelity 
representative. 
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND
ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
 For balances on funds you own.
1.
 For your most recent fund activity
(purchases, redemptions, and 
dividends).
2.
 To change your Personal 
Identification Number (PIN).
3.
 To speak with a Fidelity 
representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL 
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT 
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT 
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN 
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL 
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS 
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES.
INVESTMENT ADVISER
(registered trademark)
Fidelity Management & Research 
 Company
Boston, MA
SUB-ADVISER
FMR Texas Inc.
Irving, TX
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Burnell R. Stehman, Vice President
Fred L. Henning, Jr., Vice President
Thomas D. Maher, Assistant
Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
Arthur S. Loring, Secretary
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox*
Phyllis Burke Davis*
Richard J. Flynn*
Edward C. Johnson 3d
E. Bradley Jones*
Donald J. Kirk*
Peter S. Lynch
Edward H. Malone*
Marvin L. Mann*
Gerald C. McDonough*
Thomas R. Williams*
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
Bank of New York, N.A.
New York, NY
FIDELITY'S TAXABLE
MONEY MARKET FUNDS
Fidelity Cash Reserves
Fidelity Daily Income Trust
Fidelity U.S. Government Reserves
Spartan(registered trademark) Money Market Fund
Spartan U.S. Government
Money Market Fund
Spartan U.S. Treasury
Money Market Fund
THE FIDELITY 
TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances  1-800-544-7544
Exchanges/Redemptions  1-800-544-7777
Mutual Fund Quotes   1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774  (8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
 (9 a.m. - 9 p.m. Eastern time)
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE
 
SPARTAN
 
 
(registered trademark)
(registered trademark)
MUNICIPAL
MONEY
FUND
ANNUAL REPORT
AUGUST 31, 1994 
CONTENTS
 
 
PRESIDENT'S MESSAGE      3    Ned Johnson on investing                 
                              strategies.                              
 
PERFORMANCE              4    How the fund has done over time.         
 
FUND TALK                6    The manager's review of fund             
                              performance, strategy and outlook.       
 
INVESTMENT CHANGES       8    A summary of major shifts in the         
                              fund's investments over the past six     
                              months                                   
                              and one year.                            
 
INVESTMENTS              9    A complete list of the fund's            
                              investments with their market value.     
 
FINANCIAL STATEMENTS     27   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets, as well as financial             
                              highlights.                              
 
NOTES                    31   Notes to the financial statements.       
 
REPORT OF INDEPENDENT                                                  
ACCOUNTANTS              33   The auditor's opinion.                   
 
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL 
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED
FOR DISTRIBUTION TO 
PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE 
PROSPECTUS. 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. NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A
BANK. FOR MORE 
INFORMATION ON ANY FIDELITY FUND INCLUDING CHARGES AND EXPENSES, CALL
1-800-544-8888 
FOR A FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
PRESIDENT'S MESSAGE
 
 
 
DEAR SHAREHOLDER:
The year so far has been an unsettling time for many investors. For
example, after three years of a nearly perfect environment for stock market
investing, stock prices generally fell from February through June. Bond
prices have fallen as well. Investors disagree about whether these declines
represent only a short-term correction or signal the beginning of a longer
bear market. One can collect statistics to support either opinion, but of
course, nobody knows for sure what will happen in the months ahead.
We do know, however, that market declines are a normal part of investing.
We have historically seen corrections of 10% or more every two years.
That's why I thought this might be a good time to review three basic
investment principles that have proven helpful to successful investors in
every market cycle.
First, take a long-term approach when investing. If you can afford to leave
your money invested through the inevitable ups and downs of financial
markets, you will greatly reduce your vulnerability to any single decline.
Over time, for example, stock prices have gone up - and have significantly
outperformed other types of investments and stayed ahead of inflation.
Second, you can further manage risk by diversifying your investments. A
stock mutual fund is already diversified, because it invests in many
different companies. You can increase your diversification by investing in
a number of different stock funds, or in different investment categories,
such as bonds. You should also keep money you'll need in the near future in
a more stable investment.
Finally, it makes good sense to follow a regular investment plan, investing
a set amount of money at the same time each month or quarter. That way, you
can avoid getting caught up in the excitement of a rapidly-rising market -
and won't end up buying all your shares at market highs. This strategy
won't assure a profit or protect you from a loss in a declining market, but
it should help you lower the average cost of your purchases. For this to be
effective, you must continue to buy shares in both up and down markets.
If you have questions, please call us at 1-800-544-8888. We would be happy
to send you a Fidelity FundMatch kit, which can help you determine the mix
of investments that is right for you. You might also find it convenient to
set up a regular investment plan using the Fidelity Automatic Account
Builder.SM
We look forward to hearing from you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE
 
 
To measure a money market fund's performance, you can look at either total
return or yield. Total return reflects the change in a fund's share price
over a given period, reinvestment of its dividends (or income), and the
effect of the fund's $5 account closeout fee. Yield measures the income
paid by a fund. Since a money market fund tries to maintain a $1 share
price, yield is an important measure of performance. If Fidelity had not
reimbursed certain fund expenses during the periods shown, the total
returns would have been lower.
CUMULATIVE TOTAL RETURNS
PERIODS ENDED AUGUST 31, 1994                  PAST 1   LIFE OF   
                                               YEAR     FUND      
 
Spartan Municipal Money                        2.50%    12.64%    
 
Consumer Price Index                           2.90%    11.36%    
 
Average All Tax-Free Money Market Fund         2.06%    10.01%    
 
CUMULATIVE TOTAL RETURNS reflect actual performance over a specific period
- - in this case, one year or since the fund started on January 14, 1991. For
example, if you invested $1,000 in a fund that had a 5% return over the
past year, you would end up with $1,050. Comparing the fund's performance
to the consumer price index (CPI) helps show how your investment did
compared to inflation. To measure how the fund stacked up against its
peers, you can compare its return to the average all tax-free money market
fund's total return. This average currently reflects the performance of 369
tax-free money market funds tracked by IBC/Donoghue. (The periods covered
by the CPI and IBC/Donoghue numbers are the closest available match to
those covered by the fund.)
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED AUGUST 31, 1994                  PAST 1   LIFE OF   
                                               YEAR     FUND      
 
Spartan Municipal Money                        2.50%    3.33%     
 
Consumer Price Index                           2.90%    2.98%     
 
Average All Tax-Free Money Market Fund         2.06%    2.70%     
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had achieved that return
by performing at a constant rate each year.
YIELDS
 
<TABLE>
<CAPTION>
<S>                            <C>       <C>        <C>       <C>       <C>       
                               8/31/93   11/30/93   2/28/94   5/31/94   8/31/94   
 
                                                                                  
 
Spartan Municipal              2.49%     2.41%      2.40%     2.73%     2.94%     
Money Fund                                                                        
 
                                                                                  
 
If Fidelity had not reimburs   2.31%     2.23%      2.22%     2.55%     2.84%     
ed                                                                                
certain fund expenses                                                             
 
                                                                                  
 
Average All Tax-Free           2.00%     1.94%      1.97%     2.35%     2.59%     
Money Market Fund                                                                 
 
                                                                                  
 
Spartan Municipal Money        3.89%     3.77%      3.75%     4.27%     4.59%     
Fund - Tax-equivalent                                                             
 
                                                                                  
 
If Fidelity had not reimburs   3.61%     3.48%      3.47%     3.98%     4.44%     
ed                                                                                
certain fund expenses                                                             
 
                                                                                  
 
Average All Taxable            2.64%     2.69%      2.79%     3.51%     4.08%     
Money Market Fund                                                                 
 
                                                                                  
 
</TABLE>
 
YIELD refers to the income paid by the fund over a given period. Yields for
money market funds are usually for seven-day periods, expressed as annual
percentage rates. A yield that assumes income earned is reinvested or
compounded is called an effective yield. The chart above shows the fund's
current seven-day yield at quarterly intervals over the past year. If the
adviser had not reimbursed certain portfolio expenses during the periods
shown, the yields would have been lower. You can compare these yields to
the average tax-free money market fund. Or you can look at the fund's
tax-equivalent yield, which assumes you're in the 36% tax bracket. The
tax-equivalent figures are useful in seeing how the fund stacked up against
the average taxable money market fund as tracked 
by IBC/Donoghue.
A MONEY MARKET FUND'S TOTAL RETURNS AND YIELDS WILL VARY, AND REFLECT PAST
RESULTS RATHER THAN PREDICT FUTURE PERFORMANCE.
 
COMPARING
PERFORMANCE
Yields on tax-free investments 
are usually lower than yields 
on taxable investments. 
However, a straight 
comparison between the two 
may be misleading because it 
ignores the way taxes reduce 
taxable returns. Tax-equivalent 
yield - the yield you'd have to 
earn on a similar taxable 
investment to match the 
tax-free yield - makes the 
comparison more meaningful. 
Keep in mind that the U.S. 
government neither insures nor 
guarantees a money market 
fund. In fact, there is no 
assurance that a money fund 
will maintain a $1 share price.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW
 
 
An interview with Sarah Zenoble,
Portfolio Manager of Spartan 
Municipal Money Fund
Q. SARAH, OVER THE PAST SIX MONTHS, THE FEDERAL RESERVE BOARD HAS RAISED
THE FEDERAL FUNDS RATE - THE RATE BANKS CHARGE EACH OTHER FOR OVERNIGHT
LOANS - FROM 3.00% TO 4.75%. HOW HAS THE INCREASE IN SHORT-TERM RATES
AFFECTED 
THE FUND?
A. Some investors may have expected the fund's yield to increase more
quickly in response to the Fed's rise, but initially there was not a
dramatic rise in its yield. That's because yields on variable rate demand
notes (VRDNs) remained very low. VRDNs, or tender bonds that can be
redeemed on short notice, make up nearly 60% of the fund's investments.
Q. WHY DID THE FUND OWN VRDNS IF THEIR YIELDS WEREN'T ATTRACTIVE?
A. VRDNs are good investments when interest rates are rising because the
rate they pay adjusts weekly with prevailing rates. VRDNs are also
attractive because, as I noted, they can be redeemed on short notice,
typically one or seven days. These two features help insulate the prices of
these instruments from rising rates. Because of these characteristics,
VRDNs were in demand during the past six months, and, as a result, their
yields were low. In general, I held VRDNs because they let me better
position the fund to take advantage of higher rates resulting from the
Fed's tightening and increased municipal supply. This is important because
in a rising rate environment the fund aims to maintain securities that have
relatively short maturities. This way it has the flexibility to reinvest
fairly quickly in other securities that may offer higher interest rates.
Q. HOW DID THE FED'S INCREASE OF SHORT-TERM INTEREST RATES AFFECT THE
FUND'S STRATEGY?
A. I began shortening the fund's average maturity early in the year and
continued to allow its average maturity to decline as the Fed hiked rates.
On February 1 - before the Fed's first hike - the fund's average maturity
was 52 days, compared to its low point at the end of June of 30 days. I
added fixed-rate investments with slightly longer maturities in August when
yields rose sharply in response to seasonal municipal supply. These
securities were so inexpensive at that time that they were attractive even
in the rising rate environment. By making these purchases, I allowed the
fund to earn higher yields without significantly lengthening the fund's
average maturity. Throughout the period, I generally tried to keep a
relatively stable VRDN position.
Q. HOW DID THE FUND PERFORM?
A. The fund turned in a solid performance. Its seven-day yield on August
31, 1994, was 2.94%, compared to 2.49% 12 months ago. The current yield
translates into a taxable equivalent yield of 4.59% for investors in the
36% federal tax bracket. The fund's total return for the year ended August
31, 1994, was 2.50%. That beat the average all tax-free money market fund's
total return of 2.06% during the same period, according to IBC/Donoghue. 
Q. WHERE DO YOU THINK INTEREST RATES WILL GO OVER THE NEXT SIX MONTHS? 
A. At this point, the economy seems to have a pretty fair amount of
momentum. And, while the Fed has acted decisively to raise rates, I think
we're entering a phase in the economy where it will take a significantly
larger increase in rates to slow the economy down. As a result, I believe
the Fed will have to act before year-end to raise interest rates again. In
response, I expect to maintain a shorter average maturity - between 40- to
55-days - in 
anticipation of higher interest rates.
 
FUND FACTS
GOAL: tax-free income with 
share price stability by 
investing in high-quality, 
short-term municipal securities
START DATE: January 14, 1991
SIZE: as of August 31, 1994, 
more than 2.2 billion
MANAGER: Sarah Zenoble, 
since January 1992; manager, 
Fidelity Tax-Exempt Money 
Market Trust, since October 
1988, and various institutional 
tax-free money market funds; 
joined Fidelity in 1987
(checkmark)
 
MONEY MARKETS AND 
DERIVATIVES:
The word "derivatives" covers 
a wide range of financial 
agreements, of varying 
degrees of complexity, that 
have market values based on 
security or market indices. All 
"derivative" securities in 
Fidelity's money market funds 
are designed to have the price 
characteristics of typical 
money market securities. 
During the recent Federal 
Reserve Board interest rate 
increases, all Fidelity money 
market holdings performed as 
designed and the funds 
maintained a stable share 
price of $1.00.
The more complex of these 
instruments, such as floating 
rate notes with unusual and 
complex floating rate 
formulas, frequently have too 
much price volatility to be 
appropriate investments for 
money market funds. Many of 
them do not offer the degree 
of price stability Fidelity 
believes is required in order 
for its funds to maintain a 
stable $1.00 share price. 
Therefore, despite their 
frequent higher yields at the 
time they are sold, Fidelity 
money market funds have not 
purchased these volatile 
securities. While this may 
sometimes have caused 
Fidelity money market funds 
to have lower gross yields 
than certain other funds, 
Fidelity believes its investors 
value prudence as well as 
performance.
INVESTMENT CHANGES
 
 
MATURITY DIVERSIFICATION
DAYS        % OF FUND ASSETS   % OF FUND ASSETS   % OF FUND ASSETS   
            8/31/94            2/28/94            8/31/93            
 
0 - 30       66                 61                 66                
 
31 - 90      22                 13                 7                 
 
91 - 180     3                  20                 1                 
 
181 - 397    9                  6                  26                
 
WEIGHTED AVERAGE MATURITY
                       8/31/94   2/28/94   8/31/93   
 
Spartan Municipal                                    
Money Market Fund      48 days   50 days   87 days   
 
Average All Tax-Free                                 
Money Market Fund*     56 days   55 days   67 days   
 
ASSET ALLOCATION
AS OF AUGUST 31, 1994 AS OF FEBRUARY 28, 1994
 
Row: 1, Col: 1, Value: 57.0
Row: 1, Col: 2, Value: 26.0
Row: 1, Col: 3, Value: 4.0
Row: 1, Col: 4, Value: 13.0
Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 1, Value: 53.0
Row: 1, Col: 2, Value: 14.0
Row: 1, Col: 3, Value: 18.0
Row: 1, Col: 4, Value: 15.0
Row: 1, Col: 5, Value: 0.0
Variable rate 
demand notes 
(VRDNs) 57%
Commercial
paper 26%
Tender bonds 4%
Municipal 
notes 13%
Other -
Variable rate 
demand notes 
(VRDNs) 53%
Commercial
paper 14%
Tender bonds 18%
Municipal 
notes 15%
Other -
* SOURCE: IBC/DONOGHUE'S MONEY FUND REPORT(registered trademark)
INVESTMENTS AUGUST 31, 1994
 
Showing Percentage of Total Value of Investments
 
 
MUNICIPAL SECURITIES (A) - 100%
  PRINCIPAL AMOUNT VALUE (NOTE 1)
  (000S) (000S)
ALABAMA - 1.7%
Ashland Ind. Dev. Board Rev. (Wellborn Cabinet Inc. Proj.) 
Series 1991 A, 3.25%, LOC Amsouth Bank, VRDN (b)  $ 1,780 $ 1,780
Athens Ind. Dev. Board Rev. (TRIS USA Inc. Proj.) 
Series 1990, 3.80%, LOC Tokai Bank Ltd., VRDN (b)   3,500  3,500
Colbert County Ind. Dev. Board (Golden Poultry Co., Inc. 
Proj.) Series 1990, 3.25%, LOC Trust Company of 
Georgia, VRDN (b)   5,200  5,200
Columbiana Ind. Dev. Board Rev. (NFA Corp. Proj.) 
Series 1992 A, 3.25%, LOC Amsouth Bank, 
VRDN (b)   7,400  7,400
Eufaula Ind. Dev. Board (Columbus Mills Inc. Proj.) 
Series 1993, 3.25% LOC Trust Co. Georgia, 
VRDN (b)   3,000  3,000
Florence Ind. Dev. Board. Rev. (Robert J. Bevis Proj.) 
Series 1990, 3.25%, LOC Third Nat'l. Bank of 
Nashville, VRDN (b)   2,930  2,930
Geneva Ind. Dev. Board Rev. (Russell Corp. Proj.) 
Series 1992, 3.25%, LOC Trust Co. of Georgia, 
VRDN (b)   3,000  3,000
Guntersville Ind. Dev. Board Ind. Dev. Rev. (Kappler Proj.) 
Series 1988, 3.50%, LOC Nat'l. Bank of Canada, 
VRDN (b)   1,500  1,500
Phenix City Envir. Impt. Rev. Bonds (Mead Coated Board 
Proj.) Series 1988: (b)
  3.20% tender 10/12/94, LOC ABN-AMRO Bank   3,525  3,525
  3.20% tender 10/13/94, LOC ABN-AMRO Bank   5,500  5,500
Rainsville Ind. Dev. Board. Rev. (Kappler Proj.) 
Series 1988, 3.50%, LOC Nat'l. Bank of Canada, 
VRDN (b)   800  800
Talladega Ind. Poll. Cont. Dev. (Wehadkee Yarn Mills Proj.) 
Series 1990, 3.25%, LOC Trust Co. Bank of Georgia, 
VRDN (b)   1,235  1,235
   39,370
ARIZONA - 0.7%
Flagstaff Ind. Dev. Auth. Rev. Bonds (Citizens Utilities Co.), 
2.95% tender 10/11/94 (b)   2,100  2,100
Mohave County Ind. Dev. Auth. Ind. Dev. Rev. Bonds 
(Citizens Utilities Co.) Series 1993 E: (b)
  3% tender 10/6/94   2,500  2,500
  3.40% tender 11/7/94   5,200  5,200
Yavapai County Ind. Dev. Auth. Ind. Dev. Rev. Bonds
(Citizens Utilities Co.) Series 1993, 3% tender 
10/6/94 (b)   5,700  5,700
   15,500
MUNICIPAL SECURITIES (A) - CONTINUED
  PRINCIPAL AMOUNT VALUE (NOTE 1)
  (000S) (000S)
ARKANSAS - 1.3%
Arkansas Student Loan Auth. Rev. Bonds, VRDN: (b)
 Series B-2, 3.30%, (Liquidity Facility Bayerische 
 Landesbank)  $ 13,745 $ 13,745
 Series B-3, 3.30%, (Liquidity Facility Bayerische 
 Landesbank)   1,000  1,000
Blythville Ind. Dev. Rev. (Arkansas Steel Processing Proj.) 
Series 1992, 3.50%, LOC Credit Agricole, VRDN (b)   9,500  9,500
Harrison Ind. Dev. Rev. (Rock-Tenn Converting Co. Proj.) 
Series 1993, 3.25%, LOC Trust Co. of Georgia, 
VRDN (b)   2,500  2,500
Magnolia Ind. Dev. Rev. (American Fuel Cell & Coated 
Fabric Co.) 3.30%, LOC Barclays Bank, VRDN (b)   3,350  3,350
   30,095
CALIFORNIA - 5.4%
California Gen. Oblig. Adj. Rate RAN Series 1994-95 B, 
3.24% 6/28/95   20,000  20,000
California Poll. Cont. Fin. Auth. Rfdg. Rev. Bonds (Pacific Gas
& Elec. Co.) Series 1988 B, 2.80% tender 9/7/94, 
LOC Sumitomo Bank (b)   3,500  3,500
California TRAN (Cash Reserve Prog. Auth.) 
Series A, 4.50% 7/5/95   43,000  43,261
Long Beach Harbor Dept., Series A, 3.20% 
10/19/94, CP (b)   7,500  7,500
Orange County Apt. Dev. Rev.:
 Bonds (Irvine Co.) Issue 1, Series 1985, 3% tender 9/13/94, 
 LOC Dai-Ichi Kangyo Bank   5,300  5,300
 (Hidden Hills) Issue U, Series C, 3.90%, 
 LOC Tokai Bank, VRDN   1,000  1,000
 (Niguel Summit I) Issue 1985 U, Series A, 3.90%, 
 LOC Tokai Bank, VRDN   11,400  11,400
Sacramento County Hsg. Auth. Multi-Family Hsg. Rev. Rfdg. 
(Bradshaw Courte Apts.) Series 88 B, 3.55%, 
LOC Tokai Bank Ltd., VRDN   2,800  2,800
San Bernadino County Multi Family Hsg. Rev., 
(Brookside Meadows Proj.) Series A, 3.70%, 
LOC Tokai Bank, VRDN   5,500  5,500
San Francisco City and County Multi-Family Redev. Agcy. Rev. 
(St. Francis Place Proj.) Series 1989 A, 3.60%, 
LOC Mitsubishi Trust & Banking, VRDN   13,300  13,300
Tustin, Orange County Impt. Rev. Bonds, Assessment Dist. #86-2:
 3.50% tender 9/2/94, LOC Tokai Bank   2,000  2,000
 3.50% tender 9/6/94, LOC Tokai Bank   3,000  3,000
 3.50% tender 9/7/94, LOC Tokai Bank   5,050  5,050
   123,611
MUNICIPAL SECURITIES (A) - CONTINUED
  PRINCIPAL AMOUNT VALUE (NOTE 1)
  (000S) (000S)
COLORADO - 6.0%
Colorado State Gen. Fund TRAN, 4.50% 6/27/95  $ 6,000 $ 6,028
Denver City & County Arpt. Sys. Rev., VRDN: (b)
 Series 1992 D, 3.30%, LOC Morgan Guaranty 
 Trust Co.   21,000  21,000
 Series 1992 E, 3.50%, LOC Bank of Tokyo   5,000  5,000
 Series 1992 G, 3.30%, LOC Credit Local DeFrance   8,500  8,500
Denver City & County Arpt. Sys. Subordinate Rev. Bonds: (b)
 Series 1990 B:
  2.95% tender 9/8/94, LOC Sumitomo Bank   3,320  3,320
  3.45% tender 10/12/94, LOC Sumitomo Bank   8,780  8,780
  3.60% tender 11/14/94, LOC Sumitomo Bank   8,000  8,000
 Series 1990 C, 3.45% tender 10/12/94, 
 LOC Sumitomo Bank   20,000  20,000
 Series 1990 D:
  3.40% tender 10/14/94, LOC Sumitomo Bank   8,000  8,000
  3.60% tender 11/8/94, LOC Sumitomo Bank   2,670  2,670
 Series 1990 E, 3.60% tender 10/27/94, 
 LOC Sanwa Bank   24,600  24,600
Denver County Urban Renewal Auth. Tax Increment Rev. Bonds 
(Urban Renewal Proj.) Series 1989 A, 3.15% tender 
9/8/94 (b)   10,530  10,530
Jefferson County School Dist. Participating VRDN,
Series 1985 C, 3.35%, (Liquidity Facility Bankers 
Trust) (c)   3,025  3,025
Monte Vista Ltd. Oblig. Swr. Rev., Series 1992, 3.40%, 
LOC Wachovia Bank & Trust, VRDN (b)   2,850  2,850
Wheat Ridge County Ind. Dev. Rev. (Adolph Coors Co. Proj.), 
Series 1993, 3.35%, LOC Wachovia Bank Georgia, 
VRDN (b)   4,000  4,000
   136,303
DELAWARE - 0.5%
Delaware Econ. Dev. Auth. Exmpt. Facs. Rev. 
(Delmarva Pwr. & Lt. Co. Proj.) Series 1987, 3.05%, 
VRDN (b)   1,000  1,000
Delaware Hsg. Auth. Participating VRDN, Series PA-39, 3.35%, 
(Liquidity Facility Merrill Lynch) (c)   10,800  10,800
   11,800
DISTRICT OF COLUMBIA - 0.5%
Dist. of Columbia Hsg. Fin. Auth. Multi-Family Hsg. Rev. Rfdg. 
(Mount Vernon Plaza Apts.) 3.35%, LOC Bank One, 
VRDN (b)   11,350  11,350
MUNICIPAL SECURITIES (A) - CONTINUED
  PRINCIPAL AMOUNT VALUE (NOTE 1)
  (000S) (000S)
FLORIDA - 6.7%
Broward County Ind. Dev. Auth. Ind. Dev. Rev. 
(Rib Associates Proj.) Series 1989, 3.25%, 
LOC Sun Bank, VRDN (b)  $ 1,610 $ 1,610
Broward County Ind. Dev. Auth. Rev. Rfdg. 
(Goldline Lab., Inc. Proj.) Series 1989 B, 3.40%, 
LOC Barnett Bank, VRDN (b)   639  639
Collier County Ind. Dev. Auth. Wtr. & Swr. Ind. Dev. Rev. 
(Marco Island Util. Proj.), VRDN: (b)
  Series 1990, 3.25%, LOC Sun Bank   2,400  2,400
  Series 1992, 3.25%, LOC Sun Bank   4,825  4,825
Dade County Hsg. Fin. Corp. Participating VRDN,
Series 1991 A, 3.50%, (Liquidity Facility Bank 
One) (b) (c)   12,690  12,690
Dade County Ind. Dev. Rev. (Montenay-Dade Ltd. Proj.):
 Series 1988, 3.35%, LOC Banque Paribas, VRDN (b)   3,625  3,625
 Series 1990 A, 3.35%, LOC Banque Paribas, 
 VRDN (b)   45,790  45,790
Dade County Ind. Dev. Rev. Auth. Ind. Dev. Rev. 
(Guastafeste Proj.) Series 1987, 3.25%, 
LOC Sun Bank, NA, VRDN (b)   2,615  2,615
Dade County Multi-Family Hsg. Rev. (Biscayne View 
Apts. Proj.) Series 1993, 3.45%, (BPA Commonwealth 
Life Ins. Co.), VRDN (b)   12,000  12,000
Escambia County Solid Wst. Disp. Rev. (Monsanto Co. Proj.) 
Series 1993, 3.20%, VRDN   5,300  5,300
Florida Hsg. Fin. Agcy. Multi-Family Hsg. Rev. (Players Club) 
Series 1991 C, 3.31%, LOC Sumitomo Bank, VRDN   3,960  3,960
Hillsborough County Ind. Dev. Rev. (Vigo Importing Proj.) 
3.40%, LOC NCNB Nat'l. Bank of Florida, VRDN (b)   2,000  2,000
Indian Trace Commty. Dev. Dist. (Broward County Basin I Wtr. 
Mgmt. Spl. Benefit Bonds) Series 1991, 3.50% tender 
9/7/94, LOC Tokai Bank   3,000  3,000
Jacksonville Gen. Obig. Rev. (River City Renaissance Program), 
3.05% 10/17/94, SBPA Morgan Guaranty, CP   7,000  7,000
Okeechobee County Solid Wst. Rev. (Chambers Waste Sys.) 
Series 1992, 3.40%, LOC NationsBank, VRDN (b)   11,000  11,000
Orange County Health Fac. Auth. Rfdg. Rev. Bonds (Pooled 
Hosp. Loan Prog.) Series 1985, 2.85% tender 9/7/94, 
(MBIA Insured), BPA Banque Paribas   5,500  5,500
Orange County School Dist. TAN 4.75% 6/30/95   15,500  15,593
Orlando Aviation Auth. Facs. Participating VRDN, 
Series 1989 A, 3.65%, LOC NationsBank (b) (c)   10,375  10,375
Volusia County Ind. Dev. Auth. (Southern State Util. Proj.) 
Series 1994, 3.25%, LOC Sun Bank NA, VRDN (b)   2,290  2,290
   152,212
MUNICIPAL SECURITIES (A) - CONTINUED
  PRINCIPAL AMOUNT VALUE (NOTE 1)
  (000S) (000S)
GEORGIA - 1.3%
Cartersville Dev. Auth. Ind. Dev. Rev. (Sekisui Jushi America Inc.) 
Series 1992, 3.30%, LOC Sanwa Bank, VRDN (b)  $ 4,100 $ 4,100
Floyd Co. Dev. Auth. Ind. Dev. Rev. (Marglen Ind. Inc. Proj.), 
3.25%, LOC Trust Co. of Georgia, VRDN (b)   5,000  5,000
Georgia Port Auth. Rev. (Mayor's Point Terminal) Series 1992, 
3.25%, LOC Trust Co. Bank of Georgia, VRDN (b)   5,000  5,000
Greene County Ind. Dev. Rev. (Chipman-Union Inc. Proj.) 
Series 1991, 3.25%, LOC Trust Co. Bank of Georgia, 
VRDN (b)   2,000  2,000
Pierce County Ind. Dev. & Bldg. Auth. Rev. (American Egg 
Prods. Inc. Proj.) Series 1989, 3.25%, LOC Barclays Bank, 
VRDN (b)   1,760  1,760
Rockdale County Ind. Dev. Rev. (Takahashi Works USA) 
Series 1990, 3.25%, LOC Sanwa Bank, VRDN (b)   2,575  2,575
Savannah Port Authority (Pier 1 Imports Inc. Proj.) 3.25%, 
LOC Nat'l. Westminster, VRDN (b)   4,200  4,200
Worth County Ind. Dev. Auth. Rev. (Seabrook Ent. Proj.) 
Series 1991, 3.15%, LOC Barclays Bank, VRDN (b)   5,000  5,000
   29,635
ILLINOIS - 5.5%
Chicago O'Hare Int'l. Arpt. Rev., VRDN: (b)
 (Northwest Orient Airlines), 3.45%, LOC Mitsubishi Bank   700  700
 Series 1988 A, 3.30%, LOC Sanwa Bank   35,300  35,300
 Series 1988 B, 3.30%, LOC Sanwa Bank   17,700  17,700
Chicago Park Dist. Gen. Oblig. Corp. TAN 3.25% 10/1/94   7,500  7,503
Illinois Dev. Fin. Auth. Adj. Rate Ind. Dev. Rev., VRDN: (b)
 (FC Ltd. Partnership), 3.40%, LOC Lasalle Nat'l. Bank   3,625  3,625
 (Yale-Soth Haven Proj.) Series 1994, 3.40%,
 LOC Bank One   3,100  3,100
Illinois Dev. Fin. Auth. Ind. Dev. Rev., VRDN : (b)
 (Belmont Steel Proj.) Series 1991, 3.40%, 
  LOC Manufacturers Nat'l. Bank of Detroit   4,600  4,600
 (Eakas Corp. Proj.) Series 1989, 3.45%, 
  LOC Bank of Tokyo   8,000  8,000
 (Kindlon Partners Proj.) Series 1994, 3.40%, 
  LOC Lasalle Nat'l. Bank   1,500  1,500
 (Rich Products Corp. Proj.) Series 1993, 3.25%, 
  LOC Trust Company of Georgia   7,000  7,000
Illinois Dev. Fin. Auth. Ltd. Oblig. Rev, VRDN: (b)
 (R.S. Anderson Co. Proj.), 3.30%, LOC Comerica   1,300  1,300
 (SWD Inc. Proj.), 3.30%, LOC Nat'l. Bank of Detroit   5,500  5,500
Illinois Gen. Oblig. TRAN 4.75 4/17/95   28,000  28,145
St. Charles Ind. Dev. Rev. (Pier 1 Imports-Midwest, Inc. Proj.) 
Series 1986, 3.25%, LOC Nat'l. Westminster Bank, 
VRDN (b)   2,100  2,100
   126,073
MUNICIPAL SECURITIES (A) - CONTINUED
  PRINCIPAL AMOUNT VALUE (NOTE 1)
  (000S) (000S)
INDIANA - 0.6%
Jeffersonville Econ. Dev. Rev. (Apollo America Corp.) 
Series 1991, 4.15%, LOC Tokai Bank Ltd., VRDN (b)  $ 7,000 $ 7,000
Lebanon Econ. Dev. Rev. (White Castle Sys. Inc. Proj.) 3.40%, 
LOC Bank One, VRDN (b)   2,270  2,270
Ligonier Econ. Dev. Rev. (Sharon Manufacturing Co.), 3.30%, 
LOC Nat'l. Bank of Detroit, VRDN (b)   4,900  4,900
   14,170
IOWA - 1.8%
Clinton Ind. Dev. Rev. (Sethness Products Co. Proj.), 3.45%, 
LOC Northern Trust Corp., VRDN (b)   4,200  4,200
Iowa Fin. Auth. Ind. Dev. Rev. (Mcwane Inc. Proj.) 
Series 1992, 3.25%, LOC Amsouth Bank, VRDN (b)   6,000  6,000
Iowa Student Loan Liquidity Corp. Rev., Series B, 3.20%, 
(AMBAC Insured), SBPA Mitsubishi Bank, VRDN (b)   30,500  30,500
   40,700
KENTUCKY - 0.7%
Cynthiana Ind. Dev. Rev. (E.D. Bullard Co. Proj.), 3.40%, 
LOC NationsBank, VRDN (b)   1,500  1,500
Daviess County Multi-Family Hsg. Rev. Rfdg. (Park Regency 
Apts. Proj.) 3.45%, LOC Sumitomo Trust & Banking, 
Sumitomo Bank Ltd., VRDN (b)   4,155  4,155
Kentucky Higher Ed. Student Loan Auth., Series 1991 E, 3.40%, 
LOC Sumitomo Bank, VRDN (b)   4,000  4,000
Scott County Adj. Rate Ind. Building Rev. (Ropak Corp. Proj.) 
Series 1994, 3.40%, LOC Bank One, 3.40%, VRDN (b)   5,500  5,500
   15,155
LOUISIANA - 1.4%
Calcaseiu Parish Pub. Trust Auth. Solid Waste Disp. Rev. 
(PPG Industries Inc. Proj.) Series 1994, 3.40%, VRDN (c)   6,300  6,300
Lake Charles Harbor and Terminal Dist. Port Impt. Rev., 3.35%, 
LOC Nat'l. Westminster Bank, VRDN (b)   23,000  23,000
Louisiana Pub. Facs. Auth. Rev. (College & Univ. Equip. & Cap. 
Facs. Rev.) Series 1985, 3.15%, (FGIC Insured), VRDN   3,200  3,200
   32,500
MAINE - 0.3%
Eastport Ind. Dev. Rev. (Passamaquoddy Tribe Fibre Extrusion 
Proj.) Series 1992, 3.40%, LOC Nat'l. Bank of Detroit, 
VRDN (b)   4,860  4,860
Maine Fin. Auth. Econ. Dev. Rev., VRDN: (b)
 Series 1992 A, 3.60%, LOC Sumitomo Bank   1,720  1,720
 Series 1992 C, 3.60%, LOC Sumitomo Bank   800  800
 Series 1992 D, 3.60%, LOC Sumitomo Bank   660  660
   8,040
MUNICIPAL SECURITIES (A) - CONTINUED
  PRINCIPAL AMOUNT VALUE (NOTE 1)
  (000S) (000S)
MARYLAND - 3.4%
Baltimore Econ. Dev. Rev. (Rock-Tenn Converting Co.) 
Series 1987, 3.25%, LOC Trust Co. of Georgia, 
VRDN (b)  $ 1,755 $ 1,755
Maryland Cmmty. Dev. Admin. Dept. Hsg. & Cmmty. Dev. 
(Single Family Prog. 1993) Series 4, 2.90% 
tender 11/2/94   8,500  8,500
Maryland Gen. Oblig. Tender Option Ctfs., Series F, 3.30%,
(Liquidity Facility Sumitomo Bank), VRDN (c)   37,500  37,500
Montgomery County Hsg. Opportunities Commission 
(Draper Lane Apts.) 3.25%, (FGIC Insured), 
BPA Sumitomo Bank, VRDN (b)   10,200  10,200
Montgomery County Hsg. Opportunities Commission 
Multi-Family Hsg. Rev. Bonds (Oakwood-Gaithersburg)
Series 1991 A, 2.90% tender 11/1/94   7,420  7,420
Montgomery County Hsg. Opportunities Commission 
Single Family Mtg. Rev. Bonds, Series 1993 B, 2.85% 
tender 11/1/94   10,000  10,000
Prince George's County Ind. Dev. Rev. (Cintas Corp. #41 Proj.), 
3.40%, LOC Central Trust & Pittsburgh Nat'l. Bank, 
VRDN (b)   2,750  2,750
   78,125
MICHIGAN - 1.3%
Flint Hosp. Bldg. Auth. Rev. (Hurley Med. Ctr.) Series 1985, 
3.20%, LOC Comerica Bank, Detroit, VRDN   720  720
Michigan Bond Auth. Rev. RAN, Series 1994 B, 4.75% 
7/20/95   15,000  15,095
Michigan Strategic Fund Ltd. Oblig. Rev. 
(Michigan Sugar Co. - Carrollton) 3.25%, 
LOC Trust Co. of Georgia, VRDN (b)   2,000  2,000
Michigan Strategic Fund Rev. Bonds (Dow Chemical Proj.) 
Series 1988: (b)
  3.25% tender 10/13/94   3,010  3,010
  3.20% tender 10/26/94   2,400  2,400
Michigan Strategic Fund Solid Wst. Disp. Rev. 
(Grayling Gen. Station Proj.) Series 1990, 3.15%, 
LOC Barclays Bank, VRDN (b)   4,000  4,000
Rochester Hills Econ. Dev. Corp. Ltd. Oblig. Rev. 
(Cardell Corp.) 3.20%, LOC Comerica Bank, 
VRDN (b)   1,650  1,650
   28,875
MUNICIPAL SECURITIES (A) - CONTINUED
  PRINCIPAL AMOUNT VALUE (NOTE 1)
  (000S) (000S)
MINNESOTA - 1.2%
Anoka County United Pwr. Assoc. Rev. Bonds (Nat'l. Rural Utilities) 
Series 1988 A, 2.95% tender 10/11/94 (b)  $ 1,300 $ 1,300
Minnesota Hsg. Fin. Agency Single Family Mtg. Rev. Bonds, 
Series 1994 D, 3% tender 12/15/94   7,620  7,620
Osseo Ind. Sch. Dist. Participating VRDN, Series 1994 S, 3.35%, 
(Liquidity Facility First Bank) (c)   11,000  11,000
Univ. of Minnesota Rev., Series 1991 A, 3% 9/12/94, CP   7,750  7,750
   27,670
MISSISSIPPI - 0.8%
Canton Ind. Dev. Auth. Rev. (McCarty Farms Proj.) Series 1990, 
3.25%, LOC Trust Co. of Georgia, VRDN (b)   5,700  5,700
Desoto County Ind. Dev. Rev. (Flavorite Labs Proj.) Series 1991 B, 
3.45%, LOC First Tenn. Nat'l. Corp., VRDN (b)   3,400  3,400
Mississippi Business Fin. Corp. Ind. Dev. Rev. (Pillowtex 
Corp. Proj.) Series 1992, 3.40%, LOC NationsBank, 
VRDN (b)   4,600  4,600
Noxubee County Ind. Dev. Board Rev. (Barge Forest Products Co. 
Proj.) 3.50%, LOC Amsouth Bank, VRDN (b)   3,625  3,625
   17,325
MISSOURI - 3.4%
Berkeley Ind. Dev. Auth. Tax Exempt Fac. Rev. (St. Louis Air 
Cargo Svcs. Proj.) 3.55%, LOC Sumitomo Bank, VRDN (b)   7,750  7,750
Missouri Higher Ed. Loan Auth. Student Loan Rev., VRDN: (b)
 Series 1988 A, 3.20%, LOC Dai-Ichi Kangyo Bank   13,500  13,500
 Series 1990 A, 3.20%, LOC Nat'l. Wesminster Bank   3,500  3,500
 Series 1990 B, 3.20%, LOC Nat'l. Westminster Bank   12,600  12,600
 Series 1991 B, 3.20%, (MBIA Insured), SBPA 
 NMB Postbank Groep NV   30,000  30,000
University of Missouri RAN Series 1994-95A, 4.50% 
6/30/95   11,000  11,057
   78,407
NEVADA - 5.0%
Clark County Ind. Dev. Rev. (Nevada Pwr. Co. Proj.) 
Series 1989 A, 3.30%, LOC Citibank, VRDN (b)   43,600  43,600
Clark County Poll. Cont. Rev. Bonds (Southern California 
Edison Co.) Series 1987 A: (b)
  3.10% tender 11/9/94   5,000  5,000
  3.30% tender 11/9/94   5,000  5,000
  3.40% tender 11/15/94   7,615  7,615
Henderson Pub. Impt. Trust Multi-Family Hsg. Rev. Bonds 
(Victory Village Proj.) 4.45% tender 10/24/94 (b)   15,000  15,000
MUNICIPAL SECURITIES (A) - CONTINUED
  PRINCIPAL AMOUNT VALUE (NOTE 1)
  (000S) (000S)
NEVADA - CONTINUED
Las Vegas Local Impt. Updates Spl. Impt. Dist. #404 
Rev. Bonds (Summerlin Area), 3.50% tender 9/7/94, 
LOC Tokai Bank  $ 1,300 $ 1,300
Nevada Director State Dept. Comm. Ind. Rev. 
(Primex Corp.), 3.40%, LOC Bank One, VRDN (b)   2,245  2,245
Washoe County Gas Facs. Rev. Bonds (Sierra Pacific Pwr. Co.) 
Series 1990: (b)
  3.20% tender 10/11/94, LOC Union Bank of Switzerland   15,315  15,315
  3.25% tender 10/13/94, LOC Union Bank of Switzerland   5,000  5,000
  3.30% tender 11/9/94, LOC Union Bank of Switzerland   2,050  2,050
  3.40% tender 11/14/94, LOC Union Bank of Switzerland   2,990  2,990
  3.40% tender 11/15/94, LOC Union Bank of Switzerland   10,000  10,000
   115,115
NEW HAMPSHIRE - 0.6%
New Hampshire Higher Ed. Rev. Bonds (Dartmouth College), 
3.55% tender 12/1/94 (b)   1,670  1,670
New Hampshire Hsg. Fin. Auth. (Fairways Proj.), 3.15%, 
LOC General Electric Capital Corp., VRDN (b)   10,000  10,000
New Hampshire Hsg. Fin. Auth. Multi-Family Hsg. Rev. Rfdg. 
(Nashua-Oxford Proj.) Series 1990, 3.30%, VRDN   1,100  1,100
   12,770
NEW JERSEY - 0.4%
Essex County TAN 3.75% 12/19/94   10,000  10,019
NEW MEXICO - 1.0%
New Mexico Ed. Assistance Fund Student Loan Rev. 
Series I, 3.30%, VRDN (b)   22,810  22,810
NEW YORK - 3.8%
New York City RAN Series A, 4.50% 4/12/95   33,000  33,108
New York City TAN 4.25% 2/15/95   43,000  43,106
New York Throughway Auth. Gen. Rev. BAN, 
Series 1994, 4.19% 4/14/95   10,700  10,700
   86,914
NORTH CAROLINA - 1.0%
Cleveland County Ind. Fac. & Poll. Cont. Fin. Auth. Solid Waste 
Disp. (PPG Ind. Proj.), 3.40%, VRDN   3,300  3,300
Johnston County Ind. Facs. Poll. Cont. Rev. Fin. Auth. Ind. 
Dev. Rev. (Kabivitrum Inc. Proj.) 3.20%, 
LOC Wachovia, VRDN   2,000  2,000
North Carolina Muni. Pwr. Agcy. No. 1 (Catawba Electric), 
3.35% 10/25/94, CP   6,400  6,400
Piedmont Triad Arpt. Auth. Spl. Facs. Rev. (Triad Int'l. 
Maintenance Corp. Proj.) Series 1989, 3.35%, 
LOC Mellon Bank, VRDN (b)   10,300  10,300
   22,000
MUNICIPAL SECURITIES (A) - CONTINUED
  PRINCIPAL AMOUNT VALUE (NOTE 1)
  (000S) (000S)
NORTH DAKOTA - 0.1%
Mercer County Solid Waste Disp. Rev. Bonds (United Pwr. Proj.), 
3.35% tender 12/1/94 (b)  $ 3,500 $ 3,500
OHIO - 4.1%
Dayton Spl. Facs. Rev. Rfdg. (Emery Air Freight Corp. Proj.) 
Series 1988 D, 3.45%, LOC Mellon Bank, VRDN (b)   10,000  10,000
Middletown Ind. Dev. Rev. (Pilot Chemical Proj.) 3.40%, 
LOC Bank One, VRDN (b)   1,000  1,000
Ohio Air Quality Dev. Auth. Rev. Bonds (Cleveland Elec.) 
Series 1988 B, 2.70% tender 9/8/94, FGIC Insured   11,500  11,500
Ohio Wtr. Dev. Auth. Poll. Cont. Rev. Bonds:
 (Cleveland Elec. Proj.):
  Rfdg. Series 1988 A, 3.20% tender 10/13/94, 
  (FGIC Insured)   3,000  3,000
  Series 1988 A-1:
   3.30% tender 9/12/94, LOC Citibank (b)   10,600  10,600
   3.20% tender 9/13/94, LOC Citibank (b)   7,000  7,000
  Series 1988 A-2, 3.20% tender 9/14/94, LOC Citibank (b)   16,000  16,000
 (Duquesne Light Co. Proj.):
  3% tender 9/13/94, LOC Toronto Dominion Bank (b)   6,950  6,950
  3.25% tender 10/13/94, LOC Toronto Dominion (b)   3,000  3,000
 (Toledo Edison Co. Proj.) Series 1988 A, 3.20% tender 
 9/15/94, LOC Citibank (b)   19,190  19,190
Student Loan Fund Corp. Student Loan Rev., Series 1990-A2, 
3.25%, LOC Nat'l. Westminister, VRDN (b)   4,000  4,000
Summit County Ind. Dev. Rev. (Ganzhorn Properties Project) 
3.40% LOC Bank One, Akron, VRDN   1,155  1,155
   93,395
OKLAHOMA - 0.9%
Oklahoma Ind. Auth. Adj. Rate Ind. Rev. (Farley Candy), 
3.40%, LOC Continental Bank Corp., VRDN (b)   3,000  3,000
Oklahoma Ind. Fin. Auth. Gen. Oblig. Ind. Fin. Rev. Bonds, 
Series L, 3.35% tender 11/1/94, 
LOC Credit Locale de France (b)   7,600  7,600
Southeastern Ind. Auth. Solid Wst. Disp. Rev. 
(Weyerhaeuser Co. Proj.) 3.39%, VRDN (b)   9,000  9,000
   19,600
OREGON - 0.5%
Oregon Econ. Dev. Dept. Solid Waste Disp. Rev. 
(Weyerhaeuser Co. Proj.) Series CL, 3.40%, VRDN (b)   3,000  3,000
Port Umatilla Ltd. Oblig. Rev. (Hermiston Food Proj.) 
Series 1989, 3.45%, LOC U.S. Nat'l. Bank of Oregon, 
VRDN (b)   4,900  4,900
Portland Econ. Dev. Rev. (Columbia Aluminum Recycling) 3.25%, 
LOC U.S. Bank of Oregon, VRDN (b)   3,550  3,550
   11,450
MUNICIPAL SECURITIES (A) - CONTINUED
  PRINCIPAL AMOUNT VALUE (NOTE 1)
  (000S) (000S)
PENNSYLVANIA - 5.7%
Butler County Ind. Dev. Rev. (JSM Acquisition Corp. Proj.) 
Series 1989 A, 3.40%, LOC Pittsburgh Nat'l. Bank, 
VRDN (b)  $ 1,950 $ 1,950
Carbon County Ind. Dev. Auth. Resource Recovery Rev. Bonds 
(Panther Creek Partners Proj.): (b)
  Series B:
   3.05% tender 10/11/94, LOC Nat'l. Westminster   4,000  4,000
   3.20% tender 10/24/94, LOC Nat'l. Westminster   6,990  6,990
   3.20% tender 10/26/94, LOC Nat'l. Westminster   7,000  7,000
   3.30% tender 11/9/94, LOC Nat'l. Westminster   2,700  2,700
   3.40% tender 11/10/94, LOC Nat'l. Westminster   8,285  8,285
  Series 1990 A:
   3.20% tender 10/11/94, LOC Nat'l. Westminster   10,000  10,000
   3.20% tender 10/26/94, LOC Nat'l. Westminster   1,000  1,000
  Series 1991 A:
   3.20% tender 10/25/94, LOC Nat'l. Westminster   9,575  9,575
   3.40% tender 11/10/94, LOC Nat'l. Westminster   1,400  1,400
  Series 1992 A, 3.20% tender 10/17/94, 
  LOC Nat'l. Westminster   5,000  5,000
Delaware Valley Regional Fin. Auth. Local Gov't. Rev., 
Series 1986, 3.20%, LOC Marine Midland Bank, VRDN   1,800  1,800
Erie County Ind. Dev. Auth. Rev. (Carlisle Corp. Proj.) 
Series 1993, 3.25%, LOC Trust Co. of Georgia, VRDN (b)   1,500  1,500
Northhampton County Ind. Dev. Auth. Rev. Bonds 
(Citizens Utilities Co. Proj.) Series 1991, 3% tender 
10/11/94 (b)   2,000  2,000
Northumberland County Ind. Dev. Auth Rev. 
(Foster Wheeler Mt. Carmel Inc. Proj.), VRDN: (b)
  Series 1987 A, 3.25%, LOC Union Bank of 
  Switzerland   9,600  9,600
  Series 1987 B, 3.25%, LOC Union Bank of 
  Switzerland   1,200  1,200
Pennsylvania Econ. Dev. Fin. Auth. Rev., VRDN: (b)
 (BPS Dev. Proj.) Series 1989 D-3, 3.40%, 
 LOC Pittsburgh Nat'l. Bank   250  250
 (C&D Charter Pwr. Sys.) Series 1991 D-6, 3.40%, 
 LOC Pittsburgh Nat'l. Bank   1,400  1,400
 (Corry Laser Technology Proj.) Series 1989 D-5, 3.40%, 
 Pittsburgh Nat'l. Bank   200  200
 (Johnstown Corp. Proj.) 3.40%, 
 LOC Pittsburgh Nat'l. Bank   600  600
Pennsylvania State Higher Ed. Assistance Agcy. (Student Loan), 
3.20%, LOC Union Bank of Switzerland, VRDN (b)   1,300  1,300
Philadelphia Ind. Dev. Auth. Commercial Dev. Rev. 
(Airport Hotel Proj.) Series 1990, 3.10% 
LOC Citibank, VRDN (b)   11,000  11,000
Philadelphia TRAN Series 1994-95 D, 4.75% 6/15/95, 
LOC Morgan Guaranty   14,500  14,599
MUNICIPAL SECURITIES (A) - CONTINUED
  PRINCIPAL AMOUNT VALUE (NOTE 1)
  (000S) (000S)
PENNSYLVANIA - CONTINUED
Venango Ind. Dev. Auth. Resource Recovery Rev. Bonds, 
(Scrubgrass Proj.): (b)
  Series 1990 A:
   3.10% tender 10/7/94, LOC Nat'l. Westminster  $ 5,000 $ 5,000
   3.20% tender 10/17/94, LOC Nat'l. Westminster   2,400  2,400
   3.30% tender 11/9/94, LOC Nat'l. Westminster   2,750  2,750
  Series 1990 B:
   3.05% tender 10/11/94, LOC Nat'l. Westminster   3,100  3,100
   3.20% tender 10/14/94, LOC Nat'l. Westminster   4,900  4,900
   3.40% tender 11/10/94, LOC Nat'l. Westminster   7,800  7,800
   129,299
RHODE ISLAND - 0.1%
Providence Pub. Parking (Washington Street Garage Proj.) 
Series 1991, 3.15%, LOC Credit Suisse, VRDN (b)   3,000  3,000
SOUTH CAROLINA - 2.4%
Dorchester County Ind. Dev. Rev. (SYN Strand Inc.) 
Series 1994, 3.25%, LOC Wachovia B&T NA, VRDN (b)   6,650  6,650
Marion County Ind. Dev. Rev. (New South Proj.) Series 1994, 
3.40%, LOC Nationsbank, VRDN (b)   3,000  3,000
South Carolina Jobs Econ. Dev. Auth. Econ. Dev. Rev. 
(Zeuna Staerker USA Inc. Proj.) Series 1993, 3.40%, 
LOC Bayerische Landesbank, VRDN   7,200  7,200
South Carolina Jobs Econ. Dev. Auth. Rev., VRDN: (b)
 (Alexander Mach Inc. Proj.) Series 1994, 3.40%, 
 LOC NationsBank   2,500  2,500
 (Jackson Mills Inc. Proj.) Series 1988 C, 3.25%, 
 LOC Trust Co. of Georgia   3,475  3,475
 (Peace Textile America Proj.) Series 1992, 3.40%, 
 LOC NationsBank   3,000  3,000
South Carolina Jobs Econ. Dev. Auth. Tax Exempt Adj. 
Mode (Wellman Inc. Proj.) 3.25%, LOC Wachovia 
Bank & Trust, VRDN (b)   4,500  4,500
South Carolina Port Auth. Jr. Lien, 3.25%, 
LOC South Carolina Nat'l. Bank, VRDN (b)   20,700  20,700
Spartanburg County Tax Exempt Adj. Mode Ind. Dev. Rev. 
(Prym-Dritz Corp. Proj.) 3.25%, LOC Wachovia Bank & 
Trust, VRDN (b)   4,500  4,500
   55,525
TENNESSEE - 2.6%
Anderson Ind. Dev. Board (Becromal of America Proj.) 
Series 1988, 3.35%, LOC Credito Italiano, VRDN (b)   2,000  2,000
MUNICIPAL SECURITIES (A) - CONTINUED
  PRINCIPAL AMOUNT VALUE (NOTE 1)
  (000S) (000S)
TENNESSEE - CONTINUED
Carter County Ind. Dev. Board Multi-Family Hsg. Rev. Rfdg. 
(Willow Run Apts.) Series 1990, 3.45%, LOC Sumitomo 
Trust & Banking, Sumitomo Bank, VRDN (b)  $ 6,675 $ 6,675
Claiborne County Ind. Dev. Rev. (Royal Sterilization System) 
3.45%, LOC First Tennessee Nat'l. Corp., VRDN (b)   3,800  3,800
Hamilton County Ind. Dev. Rev. Multi-Family Hsg. 
(Waterford Place Apts. Proj.) Series 1987, 3.85%, 
LOC Marine Midland Bank, VRDN (b)   10,300  10,300
Knox County Ind. Dev. Rev. (Rock-Tenn Converting CP Proj.) 
Series 1993, 3.25%, LOC Trust Company Bank, VRDN (b)   1,000  1,000
Memphis Gen. Oblig. Arpt. Rev., Series 1987 D, 3.30%, 
LOC Ind. Bank of Japan, VRDN (b)   10,400  10,400
Memphis Ind. Dev. Rev. (Techno Steel Corp.) Series 1989, 
3.35%, LOC Mitsui Bank, VRDN (b)   4,000  4,000
Metropolitan Gov't. Nashville & Davidson County Ind. Dev. 
Board Multi-Family Hsg. Rev. Rfdg. Bonds (Amberwood Proj.):
  Series 1993 A, 4% tender 7/1/95, LOC First Bank   1,885  1,885
  Series 1993 B, 4% tender 7/1/95, LOC First Bank   2,135  2,135
Morristown Ind. Dev. Rev., VRDN: (b)
 (Lakeway Container Inc. Proj.) Series 1993, 3.45%, 
 LOC First Tennessee Bank, NA   400  400
 (Tuff Torq Corp. Proj.) Series 1989, 3.40%, 
 LOC Bank of Tokyo   4,950  4,950
Tennessee Hsg. Dev. Agency Participating VRDN, 
Series PT-25, 3.40%, (AMBAC Insured) 
(Liquidity Facility Credit Suisse) (b) (c)   7,840  7,840
Trenton Ind. Dev. Rev. (Dyersburg Fabrics Inc.) Series 1990, 
3.25%, LOC Trust Co. of Georgia, VRDN (b)   1,050  1,050
Volunteer State Student Funding Corp. Student Loan Rev., 
Series 1988 A-1, 3.15%, LOC Sumitomo Bank, 
VRDN (b)   4,000  4,000
   60,435
TEXAS - 12.4%
Brazos Higher Ed. Auth. Student Loan Rev., Series B, 3.30%, 
LOC Nat'l. Australia Bank, VRDN (b)   10,000  10,000
Brazos River Auth. Collateralized Poll. Cont. Rev. Rfdg. Bonds 
(Texas Util. Elec.):
  Series A, 3.25% tender 10/11/94, 
  LOC Canadian Imperial Bank (b)   10,670  10,670
  Series B, 3.35% tender 9/15/94, 
  LOC Canadian Imperial Bank (b)   5,520  5,520
Brazos River Harbor Navigation Dist. of Brazoria County 
Rev. Bonds (Dow Chemical): (b)
  Series 1988:
   3.05% tender 9/13/94   6,900  6,900
   3.05% tender 10/7/94   7,370  7,370
MUNICIPAL SECURITIES (A) - CONTINUED
  PRINCIPAL AMOUNT VALUE (NOTE 1)
  (000S) (000S)
TEXAS - CONTINUED
Brazos River Harbor Navigation Dist. of Brazoria County 
Rev. Bonds (Dow Chemical) (b) - continued
  Series 1988 - continued
   3.25% tender 10/12/94  $ 1,200 $ 1,200
   3.20% tender 10/14/94   7,400  7,400
   3.20% tender 10/19/94   1,000  1,000
   3.40% tender 11/10/94   7,500  7,500
   3.40% tender 11/14/94   4,000  4,000
  Series 1992:
   3.05% tender 9/13/94   4,000  4,000
   3.05% tender 10/7/94   5,660  5,660
   3.20% tender 10/19/94   1,600  1,600
   3.20% tender 10/25/94   11,350  11,350
   3.30% tender 11/9/94   4,590  4,590
   3.40% tender 11/10/94   2,500  2,500
  Series 1993, 3.35%, VRDN   3,500  3,500
Brownsville Ind. Dev. Corp. Rev. (Rich-Seapak Corp. Proj.) 
Series 1992, 3.25%, LOC Trust Co. of Georgia, VRDN (b)   7,750  7,750
Cleburne Ind. Dev. Rev. (Southwestern Analytical Chemical 
Proj.) 3.65%, LOC Nat'l. City Bank, VRDN (b)   3,075  3,075
Denton County Ind. Dev. Rev. (Hydro Conduit Corp.) 3.35%, 
LOC Union Bank of Switzerland, VRDN (b)   6,900  6,900
Greater East Texas Higher Ed. Auth. Student Loan Rev., 
VRDN: (b)
  Rfdg., Series 1992 B, 3.10%, LOC Student 
  Loan Mktg. Assoc.   5,700  5,700
  Series 1988, 3.20%, (AMBAC Insured), SBPA Citibank   7,500  7,500
  Series 1988 A, 3.20%, (AMBAC Insured), SBPA Citibank   39,740  39,740
  Series 1991 A, 3.25%, LOC Student Loan 
 Marketing Assoc.   15,500  15,500
Gulf Coast Waste Disp. Auth. Solid Waste Disp. Rev. Bonds 
(Amoco Oil Co. Proj.) Series 1991, 2.95% tender 
10/1/94 (b)   3,000  3,000
Lower Colorado River Auth., Series B, 2.85% 9/7/94, 
(Liquidity Facility Morgan Guaranty Trust), CP   1,600  1,600
North Texas Higher Ed. Student Loan Rev., VRDN: (b)
 Series 1991 C, 3.20%, (AMBAC Insured) SBPA Student Loan 
 Marketing Assoc.   14,000  14,000
 Series 1991 F, 3.20%, (AMBAC Insured) SBPA Student Loan 
 Marketing Assoc.   2,700  2,700
 Series 1993 A, 3.20%, LOC Student Loan Marketing 
 Assoc.   7,200  7,200
San Antonio Electric & Gas Systems, Series A, 3.05% 
10/13/94, CP   12,000  12,000
San Antonio Hsg. Fin. Auth. Rev., VRDN: (b)
 (Braesview Apts. Proj.) 3.25%, LOC Swiss Bank   2,100  2,100
 (Mesa Ridge Apts. Proj.) 3.25%, LOC Swiss Bank   2,100  2,100
MUNICIPAL SECURITIES (A) - CONTINUED
  PRINCIPAL AMOUNT VALUE (NOTE 1)
  (000S) (000S)
TEXAS - CONTINUED
Southeast Texas Hsg. Fin. Corp. Participating VRDN,
Series 1991 C, 3.50%, (Liquidity Facility Bank 
One) (b) (c)  $ 9,140 $ 9,140
Texas Gen. Oblig. Tender Option Ctfs., Series JJ, 3.45%, 
(Liquidity Facility Nova Scotia), VRDN (c)   10,300  10,300
Texas Pub. Fin. Auth. Gen. Oblig. Bonds: (c)
 Series GG1, 3.50% tender 10/4/94, 
 (Liquidity Facility Canadian Imperial Bank)   5,000  5,000
 Series GG2, 3.50% tender 10/4/94, 
 (Liquidity Facility Canadian Imperial Bank)   6,700  6,700
Texas Small Bus. Ind. Dev. Corp. Rev. (Pub. Facs. Prog.) 3.15%, 
LOC Mitsubishi Trust, Mitsubishi Bank, Nat'l. Westminster,
Sumitomo Trust, VRDN   20,195  20,195
Travis County Hsg. Fin. Corp. Multi-Family Hsg. Rev. 
(Primecrest Ltd. Proj.), VRDN: (b)
  Series 1990 A, 3.40%, LOC Algemene Bank   500  500
  Series 1990 B, 3.40%, LOC Algemene Bank   1,200  1,200
Waxahachie Ind. Dev. Auth. (Rock-Tenn Converting Co. Proj.) 
Series 1986, 3.25%, LOC Trust Co. of Georgia, 
VRDN (b)   3,950  3,950
   282,610
UTAH - 2.1%
Intermountain Pwr. Agency Participating VRDN, 
Series BT-50, 3.65%, (SBPA Bankers Trust) (c)   9,690  9,690
Tooele County Waste Rev. Bonds 
(Union Pacific Corp./USPCI Proj.) Series 1992 A: (b)
  3.05% tender 9/12/94, (Liquidity Facility 
  Union Pacific Corp.)   4,000  4,000
  3.05% tender 10/3/94, (Liquidity Facility 
  Union Pacific Corp.)   5,500  5,500
  3.15% tender 10/5/94, (Liquidity Facility 
  Union Pacific Corp.)   16,490  16,490
  3.15% tender 10/7/94, (Liquidity Facility 
  Union Pacific Corp.)   3,900  3,900
  3.25% tender 10/14/94, (Liquidity Facility 
  Union Pacific Corp.)   2,800  2,800
Utah County Ind. Dev. Rev. (McWane Inc. Proj.) Series 1992, 
3.25%, LOC Amsouth Bank, VRDN (b)   5,000  5,000
   47,380
VERMONT - 0.1%
Vermont Ind. Dev. Auth. Rev. (Ryegate Proj.) Series 1990, 
3.25%, LOC Algemene Bank, VRDN (b)   3,000  3,000
MUNICIPAL SECURITIES (A) - CONTINUED
  PRINCIPAL AMOUNT VALUE (NOTE 1)
  (000S) (000S)
VIRGINIA - 3.1%
Amelia County Facs. Rev. (Chambers Waste Sys. Proj.), 
3.50%, LOC NationsBank, VRDN (b)  $ 4,900 $ 4,900
Amherst Ind. Dev. Auth. Solid Wst. Rev. (Nekoosa Pkg. Proj.) 
3.25%, LOC Ind. Bank of Japan, VRDN (b)   2,750  2,750
Halifax County Ind. Dev. Auth. Poll. Cont. Rev. Bonds 
(Virginia Elec. Pwr. Co.) Series 1992: (b)
  3.10% tender 9/21/94   2,000  2,000
  3.20% tender 10/7/94   20,000  20,000
  3.20% tender 10/13/94   13,100  13,100
Hampton Roads Sanitation Dist. Participating VRDN, 
Series 1993, 3.40%, (Liquidity Facility Bankers Trust 
Co.) (b) (c)   6,505  6,505
Henrico County Ind. Dev. Auth. Rfdg. (San-J Int'l. Proj.) 
Series 1988, 3.80%, LOC Tokai Bank, VRDN (b)   2,500  2,500
Richmond Ind. Dev. Auth. Rev. (Cogentrix Richmond Inc. Proj.) 
Series 1991 B, 3.35%, LOC Banque Paribas, VRDN (b)   2,500  2,500
Virginia Beach Dev. Auth. Rfdg. Rev. (Ocean Ranch Motel Corp. 
Proj.) Series 1993, 3.40%, LOC Nationsbank, VRDN   2,000  2,000
Virginia Hsg. Dev. Auth. Bonds (Commonwealth Mtg.) 
Series C, 2.90% tender 11/4/94 (b)   6,030  6,030
Virginia Hsg. Dev. Auth. Participating VRDN: (b) (c)
 Series PA-80 A, 3.30%, (Liquidity Facility Merrill Lynch)   5,220  5,220
 Series PA-80 B, 3.30%, (Liquidity Facility Merrill Lynch)   4,000  4,000
   71,505
WASHINGTON - 4.1%
Grays Harbor Ind. Dev. Corp. Solid Wst. Disp. Rev. 
(Weyerhaeuser Co. Proj.) 3.40%, VRDN, (b)   9,650  9,650
Klickitat County Pub. Corp. Ind. Dev. Rev. (Rabanco Landfill 
Proj.) Series 1990, 3.45%, LOC Bank of America, 
VRDN (b)   12,000  12,000
Pierce County Econ. Dev. Corp. Ind. Dev. Rev., VRDN: (b)
 (Pacific N.W. Baking Co. Proj.) Series 1988, 3.25%, 
 LOC Barclays Bank   1,110  1,110
 (Pickering Ind.) Series 1990-1, 3.25%, 
 LOC Ind. Bank of Japan   1,865  1,865
Pierce County Ind. Rev. (America Nichirei Foods Corp.) 
Series 1987, 3.30%, LOC Fuji Bank, VRDN (b)   6,500  6,500
Port Angeles Ind. Dev. Corp. (Daishowa America Proj.), 
VRDN: (b)
  Series 1991, 3.30%, LOC Ind. Bank of Japan   5,500  5,500
  Series 1992 B, 3.45%, LOC Ind. Bank of Japan   3,300  3,300
Port Bellingham Ind. Dev. Rev. (Sauder Woodcraft Corp.),
3.45%, LOC Bank of America, VRDN (b)   4,080  4,080
Port Longview Ind. Dev. Corp. Solid Waste Disp. Rev. 
(Weyerhaeuser Co. Proj.) Series 1993, 3.40%, VRDN   20,400  20,400
MUNICIPAL SECURITIES (A) - CONTINUED
  PRINCIPAL AMOUNT VALUE (NOTE 1)
  (000S) (000S)
WASHINGTON - CONTINUED
Washington Commty. Econ. Revitalization Rev., VRDN: (b)
 (Ace USA) Series 1990-2, 3.25%, 
 LOC Ind. Bank of Japan  $ 1,165 $ 1,165
 (Flying Food Fare) Series 1990-3, 3.25% 
 LOC Ind. Bank of Japan   1,100  1,100
 (Sanken USA) Series 1988-1, 3.25%, 
 LOC Ind. Bank of Japan   5,190  5,190
Washington Pub. Pwr. Supply Sys. Rfdg. Elec. Rev., 
Series 1993 3A-2, 3.20%, LOC Ind. Bank of Japan, 
VRDN    4,935  4,935
Washington Student Loan Fin. Assoc. 
Guaranteed Student Loan Prog. Rev., VRDN: (b)
  Series 1987 A, 2.90%, LOC Sanwa Bank of California, 
  Sanwa Bank   7,500  7,500
  Series 1987 B, 2.90%, LOC Sanwa Bank of California, 
  Sanwa Bank   9,200  9,200
   93,495
WEST VIRGINIA - 2.7%
Grant County Commission Rev. (N.B. Partners Ltd.) Series-B, 
3.15%, LOC Bank of America, VRDN (b)   22,700  22,700
Grant County Poll. Cont. Rev. Bonds (Vepco Proj.) 
Series 1986: (b)
  3.20% tender 10/7/94   5,850  5,850
  3.10% tender 10/11/94   1,550  1,550
Marion County Solid Wst. Disp. Rev. (Grant Town Cogeneration 
Proj.) Series 1990 D, 3.25%, LOC Nat'l. Westminster USA, 
VRDN (b)   2,600  2,600
West Virginia Pub. Energy Auth. Energy Rev. Bonds 
(Morgantown Energy Assoc.): (b)
  3% tender 9/12/94, LOC Swiss Bank.   10,000  10,000
  3.05% tender 9/20/94, LOC Swiss Bank   15,000  15,000
Wood County Ind. Dev. Rev. (AGA Gas Inc. Proj.) Series 1988, 
3.10%, LOC Svenska Handelsbanken, VRDN (b)   3,800  3,800
   61,500
WISCONSIN - 2.3%
Ashwaubenon Ind. Dev. Rev. (Tufco Proj.) Series 1992, 3.40%, 
LOC Bank One, VRDN (b)   2,000  2,000
Milwaukee Short-Term School RAN, Series 1994-B, 5% 
8/24/95   17,000  17,120
Wisconsin Hsg. & Econ. Dev. Auth. Participating VRDN, 
Series 94C4903, 3.37%, (Liquidity Facility Citibank) (b) (c)   12,700 
12,700
Wisconsin TRAN Series 1994, 4.50% 6/15/95   20,000  20,094
   51,914
MUNICIPAL SECURITIES (A) - CONTINUED
  PRINCIPAL AMOUNT VALUE (NOTE 1)
  (000S) (000S)
WYOMING - 0.4%
Sweetwater County Envir. Impt. Rev. Bonds 
(Pacificorp Proj.) Series 1990 A:
  3.25% tender 10/13/94, LOC Nat'l. Westminster  $ 3,880 $ 3,880
  3.20% tender 10/19/94, LOC Nat'l. Westminster   1,200  1,200
  3.40% tender 11/10/94, LOC Nat'l. Westminster   3,500  3,500
   8,580
MULTIPLE STATE - 0.1%
Los Angeles Reg'l. Arpt. Impt. Facs. Lease Rev., 3.30%, 
LOC Societe Generale, VRDN (b)   1,425  1,425
TOTAL INVESTMENTS - 100%  $ 2,284,157
Total Cost for Income Tax Purposes  $ 2,284,157
 
 
SECURITY TYPE ABBREVIATIONS
BAN - Bond Anticipation Notes
CP - Commercial Paper
RAN - Revenue Anticipation Notes
TAN - Tax Anticipation Notes
TRAN - Tax and Revenue Anticipation Notes
VRDN - Variable Rate Demand Notes
LEGEND
(d) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. 
(e) Private activity obligations whose interest is subject to the federal
alternative minimum tax for individuals.
(f) Provides evidence of ownership in one or more underlying municipal
bonds.
INCOME TAX INFORMATION
At August 31 1994, the fund had a capital loss carryforward of
approximately $47,400 of which $900, $700 and $45,800 will expire on August
31, 1999, 2001 and 2002, respectively.
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                       <C>        <C>           
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNT) AUGUST 31, 1994                                                            
 
4.ASSETS                                                                                                   5.         6.            
 
7.Investment in securities, at value - See accompanying                                              8.         $ 2,284,157   
schedule                                                                                                                   
 
9.Cash                                                                                                    10.         935          
                                                                                                                            
 
11.Receivable for investments sold                                                                   12.         5,000        
 
13.Interest receivable                                                                              14.         9,472        
 
15. 16.TOTAL ASSETS                                                                                  17.         2,299,564    
 
18.LIABILITIES                                                                                         19.        20.           
 
21.Payable for investments purchased                                                                  $ 10,700   22.           
 
23.Dividends payable                                                                                   195       24.           
 
25.Accrued management fee                                                                                  797       26.           
 
27. 28.TOTAL LIABILITIES                                                                           29.         11,692       
 
30.31.NET ASSETS                                                                                      32.        $ 2,287,872   
 
33.Net Assets consist of:                                                                               34.        35.           
 
36.Paid in capital                                                                                         37.        $ 2,287,917   
 
38.Accumulated net realized gain (loss) on investments                                                     39.         (45)         
 
40.41.NET ASSETS, for 2,287,917 shares outstanding                                                     42.        $ 2,287,872   
 
43.44.NET ASSET VALUE, offering price and redemption                                        45.         $1.00        
price per share ($2,287,872 (divided by)  shares)                             
 
</TABLE>
 
STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR ENDED AUGUST 31, 1994                          
 
46.47.INTEREST INCOME                              48.        $ 59,717   
 
49.EXPENSES                                        50.        51.        
 
52.Management fee                                  $ 10,607   53.        
 
54.Non-interested trustees' compensation            13        55.        
 
56. Total expenses before reductions                10,620    57.        
 
58. Expense reductions                              (3,603)    7,017     
 
59.60.NET INTEREST INCOME                          61.         52,700    
 
62.63.NET REALIZED GAIN (LOSS) ON INVESTMENTS      64.         (44)      
                                                                         
 
65.66.NET INCREASE IN NET ASSETS RESULTING FROM    67.        $ 52,656   
OPERATIONS                                                               
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                       <C>                      <C>            
AMOUNTS IN THOUSANDS                                      YEARS ENDED AUGUST 31,                  
 
                                                          1994                     1993           
 
68.INCREASE (DECREASE) IN NET ASSETS                                                              
 
69.Operations                                             $ 52,700                 $ 40,821       
Net interest income                                                                               
 
70. Net realized gain (loss)                               (44)                     -             
 
71. Increase (decrease) in net unrealized gain from        -                        (3)           
 accretion of market discount                                                                     
 
72. 73.NET INCREASE (DECREASE) IN NET ASSETS               52,656                   40,818        
RESULTING FROM OPERATIONS                                                                         
 
74.Dividends to shareholders from net interest income      (52,700)                 (40,821)      
 
75.Share transactions at net asset value of $1.00 per      3,611,432                2,593,880     
share                                                                                             
Proceeds from sales of shares                                                                     
 
76. Reinvestment of dividends from net interest income     50,122                   38,476        
 
77. Cost of shares redeemed                                (3,069,334)              (2,239,905)   
 
78. Net increase (decrease) in net assets resulting        592,220                  392,451       
from                                                                                              
share transactions                                                                                
 
79.  80.TOTAL INCREASE (DECREASE) IN NET ASSETS            592,176                  392,448       
 
81.NET ASSETS                                             82.                      83.            
 
84. Beginning of period                                    1,695,696                1,303,248     
 
85. End of period                                         $ 2,287,872              $ 1,695,696    
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                             <C>                      <C>       <C>       <C>                
86.                             YEARS ENDED AUGUST 31,                       JANUARY 14, 199    
                                                                             1                  
                                                                             (COMMENCEME        
                                                                             NT                 
                                                                             OF OPERATIONS) T   
                                                                             O                  
                                                                             AUGUST 31,         
 
87.                             1994                     1993      1992      1991               
 
88.SELECTED PER-SHARE DATA                                                                      
 
89.Net asset value,             $ 1.000                  $ 1.000   $ 1.000   $ 1.000            
beginning of period                                                                             
 
90.Income from Investment        .025                     .026      .038      .030              
Operations                                                                                      
Net interest income                                                                             
 
91.Less Distributions            (.025)                   (.026)    (.038)    (.030)            
From net interest income                                                                        
 
92.Net asset value,             $ 1.000                  $ 1.000   $ 1.000   $ 1.000            
end of period                                                                                   
 
93.TOTAL RETURN B                2.50%                    2.66%     3.91%     3.03%             
 
94.RATIOS AND                                                                                   
SUPPLEMENTAL DATA                                                                               
 
95.Net assets, end of period    $ 2,288                  $ 1,696   $ 1,303   $ 424              
(in millions)                                                                                   
 
96.Ratio of expenses to          .33%                     .27%      .20%      .09%A             
average                                                                                         
net assets C                                                                                    
 
97.Ratio of expenses to          .50%                     .50%      .50%      .50%A             
average                                                                                         
net assets before expense                                                                       
reductions C                                                                                    
 
98.Ratio of net interest         2.48%                    2.61%     3.67%     4.69%A            
income to                                                                                       
average net assets                                                                              
 
</TABLE>
 
A ANNUALIZED
B TOTAL RETURNS DO NOT INCLUDE THE ACCOUNT CLOSEOUT FEE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED. THE TOTAL RETURNS WOULD HAVE BEEN
LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN.
C SEE NOTE 3 OF NOTES TO FINANCIAL STATEMENTS.
NOTES TO FINANCIAL STATEMENTS
For the period ended August 31, 1994
 
 
1. SIGNIFICANT ACCOUNTING 
POLICIES.
Spartan Municipal Money Fund (the fund) is a fund of Fidelity Union Street
Trust II (the trust) and is authorized to issue an unlimited number of
shares. The trust is registered under the Investment Company Act of 1940,
as amended (the 1940 Act), as an open-end management investment company
organized as a Delaware business trust. The following summarizes the
significant accounting policies of the fund:
SECURITY VALUATION. As permitted under Rule 2a-7 of the 1940 Act, and
certain conditions therein, securities are valued initially at cost and
thereafter assume a constant amortization to maturity of any discount or
premium.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INTEREST INCOME. Interest income, which includes amortization of premium
and accretion of original issue discount, is accrued as earned. Accretion
of market discount represents unrealized gain until realized at the time of
a security disposition or maturity.
EXPENSES. Most expenses of the trust can be directly attributed to a fund.
Expenses which cannot be directly attributed are apportioned between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Dividends are declared daily and paid
monthly from net interest income.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, Fidelity Management &
Research Company (FMR) pays all expenses except the compensation of the
non-interested Trustees and certain exceptions such as interest, taxes,
brokerage commissions and extraordinary expenses. FMR receives a fee that
is computed daily at an annual rate of .50% of the fund's average net
assets.
FMR also bears the cost of providing shareholder services to the fund. For
the period, FMR or its affiliates collected certain transaction fees from
shareholders which aggregated $44,000.
SUB-ADVISER FEE. As the fund's investment sub-adviser, FMR Texas Inc., a
wholly owned subsidiary of FMR, receives a fee from FMR of 50% of the
management fee payable to FMR. The fee is paid prior to any voluntary
expense reimbursements which may be in effect, and after reducing the fee
for any payments by FMR pursuant to the fund's Distribution and Service
Plan.
3. EXPENSE REDUCTIONS.
FMR voluntarily agreed to reimburse the fund's operating expenses
(excluding interest, taxes, brokerage commissions and extraordinary
expenses) above a specified percentage of average net assets. During this
period, this expense limitation ranged from .32% to .40% of average net
assets and the reimbursement reduced expenses by $3,603,000. In addition,
through December 31, 1995, FMR has agreed to limit the fund's total
operating expenses to an annual rate of .45% of average net assets.
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees and Shareholders of
Fidelity Union Street Trust II:
Spartan Municipal Money Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Union Street Trust II: Spartan Municipal Money Fund, including the
schedule of portfolio investments, as of August 31, 1994, and the related
statement of operations for the year then ended, the statement of changes
in net assets for each of the two years in the period then ended and the
financial highlights for each of the three years in the period then ended,
and for the period January 14, 1991(commencement of operations) to August
31, 1991. These financial statements and financial highlights are the
responsibility of the fund's management. Our responsibility is to express
an opinion on these financial statements and financial highlights based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of August 31, 1994 by correspondence with the custodian
and brokers. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Union Street Trust II: Spartan Municipal Money Fund as of
August 31, 1994, the results of its operations for the year then ended, the
changes in its net assets for each of the two years in the period then
ended, and the financial highlights for each of the three years in the
period then ended, and for the period January 14, 1991 (commencement of
operations) to August 31, 1991, in conformity with generally accepted
accounting principles.
COOPERS & LYBRAND L.L.P.
Dallas, Texas
September 29, 1994
TO WRITE FIDELITY
 
 
If more than one address is listed, please locate the address that is
closest to you. We'll give your correspondence immediate attention and send
you written confirmation upon completion of your request.
(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
OVERNIGHT EXPRESS
Fidelity Investments
100 Crosby Parkway - KP2C
Covington, KY 41015-4399
SELLING SHARES
Fidelity Investments
P.O. Box 193
Boston, MA 02210-0193
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30281
Salt Lake City, UT 84130-0281
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions
World Trade Center
164 Northern Avenue
Boston, MA 02210
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 193
Boston, MA 02210-0193
(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER 
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN).  The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call --
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND
QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
 For quotes on funds you own.
1.
 For an individual fund quote.
2.
 For the ten most frequently 
requested Fidelity fund quotes.
3.
 For quotes on Fidelity Select 
Portfolios.(registered trademark)
4.
 To change your Personal 
Identification Number (PIN).
5.
 To speak with a Fidelity 
representative. 
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND
ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
 For balances on funds you own.
1.
 For your most recent fund activity
(purchases, redemptions, and 
dividends).
2.
 To change your Personal 
Identification Number (PIN).
3.
 To speak with a Fidelity 
representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL 
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT 
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT 
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN 
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL 
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS 
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES.
TO VISIT FIDELITY
 
 
For directions and hours, 
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
851 Hamilton Avenue
Campbell, CA
527 North Brand Boulevard
Glendale, CA
19100 Von Karman Avenue
Irvine, CA
10100 Santa Monica Blvd.
Los Angeles, CA
811 Wilshire Boulevard
Los Angeles, CA
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
1400 Civic Drive
Walnut Creek, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
185 Asylum Street
Hartford, CT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
DELAWARE
222 Delaware Avenue
Wilmington, DE
FLORIDA
4400 N. Federal Highway
Boca Raton, FL
2249 Galiano Street
Coral Gables, FL
4090 N. Ocean Boulevard
Ft. Lauderdale, FL
4001 Tamiami Trail, North
Naples, FL
1907 West State Road 434
Orlando, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
2000 66th Street, North
St. Petersburg, FL
GEORGIA
3525 Piedmont Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
215 East Erie Street
Chicago, IL
One North Franklin
Chicago, IL
540 Lake Cook Road
Deerfield, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
LOUISIANA
201 St. Charles Avenue
New Orleans, LA
MAINE
3 Canal Plaza
Portland, ME
MARYLAND
1 West Pennsylvania Ave.
Towson, MD
7401 Wisconsin Avenue
Bethesda, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
21 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
101 Cambridge Street
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
26955 Northwestern Hwy.
Southfield, MI
MINNESOTA
38 South Sixth Street
Minneapolis, MN
MISSOURI
700 West 47th Street
Kansas City, MO
8885 Ladue Road
Ladue, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
60B South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
505 Millburn Avenue
Short Hills, NJ
NEW YORK
1050 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
10 Bank Street
White Plains, NY
NORTH CAROLINA
2200 West Main Street
Durham, NC
4611 Sharon Road
Charlotte, NC
OHIO
600 Vine Street
Cincinnati, OH
1903 East Ninth Street
Cleveland, OH
28699 Chagrin Boulevard
Woodmere Village, OH
OREGON
121 S.W. Morrison Street
Portland, OR
PENNSYLVANIA
1735 Market Street
Philadelphia, PA
439 Fifth Avenue
Pittsburgh, PA
TENNESSEE
5100 Poplar Avenue
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
7001 Preston Road
Dallas, TX
1155 Dairy Ashford
Houston, TX
1010 Lamar Street
Houston, TX
2701 Drexel Drive
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
UTAH
175 East 400 South Street
Salt Lake City, UT
VERMONT
199 Main Street
Burlington, VT
VIRGINIA
8180 Greensboro Drive
McLean, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
1001 Fourth Avenue
Seattle, WA
WASHINGTON, DC
1775 K Street,  N.W.
Washington, DC
WISCONSIN
222 East Wisconsin Avenue
Milwaukee, WI
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 38 = BLANK
Do NOT strip-in this type
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 39 = BLANK
Do NOT strip-in this type
INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
SUB-ADVISER
FMR Texas Inc.
Irving, TX
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Fred L. Henning, Jr., Vice President 
Sarah Zenoble, Vice President
Thomas D. Maher, Assistant 
Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
Arthur S. Loring, Secretary
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox *
Phyllis Burke Davis *
Richard J. Flynn *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Edward H. Malone *
Marvin L Mann *
Gerald C. McDonough *
Thomas R. Williams *
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
and
United Missouri Bank, N.A.
Kansas City, MO
CUSTODIAN
United Missouri Bank, N.A.
Kansas City, MO
(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
FIDELITY'S TAX-FREE
MONEY MARKET FUNDS
California Tax-Free Money Market
Connecticut Municipal Money Market
Massachusetts Tax-Free Money Market
Michigan Municipal Money Market
New Jersey Tax-Free Money Market
New York Tax-Free Money Market
Ohio Municipal Money Market
Spartan California Municipal 
Money Market
Spartan Connecticut Municipal 
Money Market
Spartan Florida Municipal Money Market
Spartan Massachusetts Municipal 
Money Market
Spartan Municipal Money Fund 
Spartan New Jersey Municipal 
Money Market
Spartan New York Municipal 
Money Market
Spartan Pennsylvania Municipal 
Money Market
Tax-Exempt Money Market
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances  1-800-544-7544
Exchanges/Redemptions  1-800-544-7777
Mutual Fund Quotes   1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774  (8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
 (9 a.m. - 9 p.m. Eastern time)
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE



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