FIDELITY (LOGO) INVESTMENTS(registered trademark) FMR Corp.
82 Devonshire Street
Boston MA 02109-3614
617 563 7000
December 6, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Michael Shaffer
RE: Fidelity Municipal Trust II (the trust):
Fidelity Michigan Municipal Money Market Fund
Fidelity Ohio Municipal Money Market Fund
Spartan Pennsylvania Municipal Money Market Fund (the funds)
File No. 33-43986 and 811-6454
Post-Effective Amendment No. 14
Ladies and Gentlemen:
Pursuant to Rule 8b-16 under the Investment Company Act of 1940, as
amended, Regulation S-T and Rule 485(a) under the Securities Act of 1933,
as amended, transmitted herewith on behalf of the trust is Post Effective
Amendment No. 14 to the trust's current effective Registration Statement on
Form N-1A. This transmission contains a conformed signature page, the
manually signed original of which, executed pursuant to Powers of Attorney
dated December 15, 1994, and October 17, 1996, is maintained at the offices
of the trust.
This filing includes a combined Prospectus and a combined Statement of
Additional Information (SAI) for Fidelity Ohio Municipal Money Market Fund,
Fidelity Michigan Municipal Money Market Fund, Fidelity Ohio Municipal
Income Fund, Fidelity Michigan Municipal Income Fund, and Fidelity
Minnesota Municipal Income Fund. This filing also includes a combined
Prospectus and a combined SAI for Spartan Pennsylvania Municipal Funds:
Spartan Pennsylvania Municipal Money Market Fund and Spartan Pennsylvania
Municipal Income Fund. Each of the bond funds is a fund of Fidelity
Municipal Trust (File Nos. 2-55725 and 811-2720). Each Prospectus and SAI,
as filed herein, has been tagged to indicate modifications and editorial
changes made since the last definitive filing. The funds may be marketed
through banks, savings and loan associations, or credit unions.
This filing serves to update certain disclosure, incorporate supplements to
each fund's Prospectus and Statement of Additional Information, and
implement certain editorial changes. Principal changes and additions
include: revised money market disclosure to the "Investment Principles and
Risks" and "Securities and Investment Practices" sections of each fund's
prospectus and revised disclosure to the "Valuation of Portfolio
Securities" section of each fund's Statement of Additional Information.
Pursuant to Rule 485(a), the trust elects an effective date of February 24,
1997. We request your comments by January 17, 1997.
Please contact the undersigned at (617)563-6994 in connection with any
questions or comments regarding this filing.
Sincerely,
/s/Paul G. Kennedy
Legal Department
