FIDELITY UNION STREET TRUST II
497, 1999-11-26
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SUPPLEMENT TO THE SPARTAN(registered trademark) ARIZONA MUNICIPAL
FUNDS

OCTOBER 25, 1999 PROSPECTUS

The following information replaces the fifth bullet under the heading
"Principal Investment Strategies" in the "Investment Summary" section
for Spartan Arizona Municipal Income Fund on page 3.

(small solid bullet) Managing the fund to have similar overall
interest rate risk to the Lehman Brothers Arizona 4 Plus Year Enhanced
Municipal Bond Index.

The following information replaces the fifth paragraph under the
heading "Principal Investment Strategies" in the "Investment Details"
section for Spartan Arizona Municipal Income Fund on page 8.

FMR uses the Lehman Brothers Arizona 4 Plus Year Enhanced Municipal
Bond Index as a guide in structuring the fund and selecting its
investments. FMR manages the fund to have similar overall interest
rate risk to the index. As of October 31, 1999, the dollar-weighted
average maturity of the fund and the index was approximately 10.2 and
14.2 years, respectively.


SUPPLEMENT TO THE
SPARTAN(registered trademark) ARIZONA MUNICIPAL INCOME FUND AND
SPARTAN ARIZONA MUNICIPAL MONEY MARKET FUND

OCTOBER 25, 1999

STATEMENT OF ADDITIONAL INFORMATION

   THE FOLLOWING INFORMATION REPLACES THE FOURTH AND FIFTH PARAGRAPHS
FOLLOWING THE HEADING "PERFORMANCE COMPARISONS" IN THE "PERFORMANCE"
SECTION ON PAGE 22.

   Spartan Arizona Municipal Income Fund may compare its performance
to the Lehman Brothers Municipal Bond Index, a market value-weighted
index for investment-grade municipal bonds with maturities of one year
or more. Issues included in the index have been issued after December
31, 1990, have an outstanding par value of at least $3 million, and
have been issued as part of an offering of at least $50 million.
Subsequent to December 31, 1995, zero coupon bonds and issues subject
to the alternative minimum tax are included in the index. Beginning
January 1, 2000, issues included in the index will have an outstanding
par value of at least $5 million.

   Spartan Arizona Municipal Income Fund may also compare its
performance to that of the Lehman Brothers Arizona Enhanced Municipal
Bond Index, a market value-weighted index of Arizona investment-grade
municipal bonds with maturities of one year or more. Spartan Arizona
Municipal Income may also compare its performance to that of the
Lehman Brothers Arizona 4 Plus Year Enhanced Municipal Bond Index, a
market value-weighted index of Arizona investment-grade municipal
bonds with maturities of four years or more. Issues included in each
index have been issued as part of an offering of at least $20 million,
have an outstanding par value of at least $2 million, and have been
issued after December 31, 1999.

THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND IN THE
"TRUSTEES AND OFFICERS" SECTION BEGINNING ON PAGE 24.

NED C. LAUTENBACH (55), Member of the Advisory Board (1999), has been
a partner of Clayton, Dubilier & Rice, Inc. (private equity investment
firm) since September 1998. Mr. Lautenbach was Senior Vice President
of IBM Corporation from 1992 until his retirement in July 1998. From
1993 to 1995 he was Chairman of IBM World Trade Corporation. He also
was a member of IBM's Corporate Executive Committee from 1994 to July
1998. He is a Director of PPG Industries Inc. (glass, coating and
chemical manufacturer), Dynatech Corporation (global communications
equipment), Eaton Corporation (global manufacturer of highly
engineered products) and ChoicePoint Inc. (data identification,
retrieval, storage, and analysis).

THE FOLLOWING INFORMATION REPLACES THE COMPENSATION TABLE FOUND IN THE
"TRUSTEES AND OFFICERS" SECTION BEGINNING ON PAGE 24.

The following table sets forth information describing the compensation
of each Trustee and Member of the Advisory Board of each fund for his
or her services for the fiscal year ended August 31, 1999, or calendar
year ended December 31, 1998, as applicable.

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

Trustees and Members of the  Aggregate Compensation from  Aggregate Compensation from  Total Compensation from the
Advisory Board               Spartan Arizona Municipal    Spartan Arizona Municipal    Fund Complex*, A
                             IncomeB                      Money MarketB

Edward C. Johnson 3d **      $ 0                          $ 0                          $ 0

Abigail P. Johnson **        $ 0                          $ 0                          $ 0

J. Gary Burkhead **          $ 0                          $ 0                          $ 0

Ralph F. Cox                 $ 9                          $ 30                         $ 223,500

Phyllis Burke Davis          $ 8                          $ 28                         $ 220,500

Robert M. Gates              $ 9                          $ 29                         $223,500

E. Bradley Jones             $ 8                          $ 29                         $ 222,000

Donald J. Kirk               $ 9                          $ 30                         $ 226,500

Ned C. Lautenbach ***        $ 0                          $ 0                          $ 0

Peter S. Lynch **            $ 0                          $ 0                          $ 0

William O. McCoy             $ 9                          $ 29                         $ 223,500

Gerald C. McDonough          $ 10                         $ 36                         $ 273,500

Marvin L. Mann               $ 9                          $ 29                         $ 220,500

Robert C. Pozen**            $ 0                          $ 0                          $ 0

Thomas R. Williams           $ 8                          $ 29                          $223,500

</TABLE>

* Information is for the calendar year ended December 31, 1998 for 237
funds in the complex.

** Interested Trustees of the funds, Ms. Johnson and Mr. Burkhead are
compensated by FMR.

*** Effective October 14, 1999, Mr. Lautenbach serves as a Member of
the Advisory Board.

A Compensation figures include cash, amounts required to be deferred,
and may include amounts deferred at the election of Trustees. For the
calendar year ended December 31, 1998, the Trustees accrued required
deferred compensation from the funds as follows: Ralph F. Cox,
$75,000; Phyllis Burke Davis, $75,000; Robert M. Gates, $75,000; E.
Bradley Jones, $75,000; Donald J. Kirk, $75,000; William O. McCoy,
$75,000; Gerald C. McDonough, $87,500; Marvin L. Mann, $75,000; and
Thomas R. Williams, $75,000. Certain of the non-interested Trustees
elected voluntarily to defer a portion of their compensation as
follows: Ralph F. Cox, $55,039; Marvin L. Mann, $55,039; Thomas R.
Williams, $63,433; and William O. McCoy, $55,039.
B Compensation figures include cash.





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