FIDELITY HEREFORD STREET TRUST, DEFS14A, 1999-03-22

FIDELITY HEREFORD STREET TRUST
DEFS14A, 1999-03-22

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [x]

Filed by a [ ]
Party other than the
Registrant

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the
Commission Only (as
permitted by Rule 14a-6(e)(2))

[x] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant
to Sec. 240.14a-11(c) or
Sec. 240.14a-12

(Name of Registrant as Specified In Its Charter)
Fidelity Hereford Street Trust

(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required.

[ ] Fee computed on table below
per Exchange Act Rules
14a-6(i)(1) and 0-11.

(1) Title of each class of
securities to which
transaction applies:

(2) Aggregate number of
securities to which
transaction applies:

(3) Per unit price or other
underlying value of
transaction
computed pursuant to Exchange
Act Rule 0-11:

(4) Proposed maximum aggregate
value of transaction:

(5) Total Fee Paid:

[ ] Fee paid previously with
preliminary materials.

[ ] Check box if any part of the
fee is offset as provided by
Exchange Act Rule 0-11(a) (2)
and identify the filing for
which the offsetting fee was
paid previously. Identify the
previous filing by
registration statement
number, or the Form or
Schedule and the date of
its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or
Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

SPARTAN(registered trademark) U.S. TREASURY MONEY MARKET FUND
SPARTAN U.S. GOVERNMENT MONEY MARKET FUND
SPARTAN MONEY MARKET FUND
FUNDS OF
FIDELITY HEREFORD STREET TRUST

82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-544-8888

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of Spartan U.S. Treasury Money Market Fund, Spartan U.S.
Government Money Market Fund and Spartan Money Market Fund (the funds)
will be held at the office of Fidelity Hereford Street Trust (the
trust), 82 Devonshire Street, Boston, Massachusetts 02109 on May 19,
1999, at 9:00 a.m. The purpose of the Meeting is to consider and act
upon the following proposals, and to transact such other business as
may properly come before the Meeting or any adjournments thereof.

1. To elect a Board of Trustees.

2. To ratify the selection of PricewaterhouseCoopers LLP as
independent accountants of the funds.

3. To approve an amended management contract for Spartan U.S. Treasury
Money Market Fund, Spartan U.S. Government Money Market Fund and
Spartan Money Market Fund.

4. To amend each fund's fundamental investment limitation concerning
diversification.

5. To amend Spartan Money Market Fund's fundamental investment
objective.

ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS

6. To amend Spartan U.S. Treasury Money Market Fund's fundamental
investment limitation concerning the concentration of its
investments in a single industry.

7. To amend Spartan U.S. Government Money Market's Fund's fundamental
investment limitation concerning borrowing.

8. To amend Spartan U.S. Treasury Money Market Fund's fundamental
investment limitation concerning real estate.

9. To amend Spartan U.S. Treasury Money Market Fund's fundamental
investment limitation concerning lending.

The Board of Trustees has fixed the close of business on March 22,
1999 as the record date for the determination of the shareholders of
each of the funds entitled to notice of, and to vote at, such Meeting
and any adjournments thereof.

By order of the Board of Trustees,
ERIC D. ROITER Secretary

March 22, 1999

YOUR VOTE IS IMPORTANT -
PLEASE RETURN YOUR PROXY CARD PROMPTLY.

SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY
SHAREHOLDER WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN
IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. IN ORDER TO AVOID UNNECESSARY EXPENSE, WE
ASK YOUR COOPERATION IN MAILING YOUR PROXY CARD PROMPTLY, NO MATTER
HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.

INSTRUCTIONS FOR EXECUTING PROXY CARD

The following general rules for executing proxy cards may be of
assistance to you and help avoid the time and expense involved in
validating your vote if you fail to execute your proxy card properly.

1. INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it
appears in the registration on the proxy card.

2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the
registration.

3. ALL OTHER ACCOUNTS should show the capacity of the individual
signing. This can be shown either in the form of the account
registration itself or by the individual executing the proxy card.
For example:

REGISTRATION VALID SIGNATURE

A. 1) ABC Corp. John Smith, Treasurer

2) ABC Corp. John Smith, Treasurer
c/o John Smith, Treasurer

B. 1) ABC Corp. Profit Sharing Plan Ann B. Collins, Trustee

2) ABC Trust Ann B. Collins, Trustee

3) Ann B. Collins, Trustee Ann B. Collins, Trustee
u/t/d 12/28/78

C. 1) Anthony B. Craft, Cust. Anthony B. Craft
f/b/o Anthony B. Craft, Jr.
UGMA

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY HEREFORD STREET TRUST:
SPARTAN U.S. TREASURY MONEY MARKET FUND
SPARTAN U.S. GOVERNMENT MONEY MARKET FUND
SPARTAN MONEY MARKET FUND
TO BE HELD ON MAY 19, 1999

This Proxy Statement is furnished in connection with a solicitation
of proxies made by, and on behalf of, the Board of Trustees of
Fidelity Hereford Street Trust (the trust) to be used at the Special
Meeting of Shareholders of Spartan U.S. Treasury Money Market Fund,
Spartan U.S. Government Money Market Fund, and Spartan Money
Market Fund (the funds) and at any adjournments thereof (the Meeting),
to be held on May 19, 1999 at 9:00 a.m. at 82 Devonshire Street,
Boston, Massachusetts 02109, the principal executive office of the
trust and Fidelity Management & Research Company (FMR), the funds'
investment adviser.

The purpose of the Meeting is set forth in the accompanying Notice.
The solicitation is being made primarily by the mailing of this Proxy
Statement and the accompanying proxy card on or about March 22, 1999.
Supplementary solicitations may be made by mail, telephone, telegraph,
facsimile, electronic means or by personal interview by
representatives of the trust. In addition, Management Information
Services Corp. (MIS) and D.F. King & Co., Inc. may be paid on a
per-call basis to solicit shareholders on behalf of the funds at an
anticipated cost of approximately $ 2,000 (Spartan U.S. Treasury
Money Market Fund), $ 1,000 (Spartan U.S. Government Money
Market Fund), and $ 4,000 (Spartan Money Market Fund),
respectively. The expenses in connection with preparing this Proxy
Statement and its enclosures and of all solicitations will be borne by
FMR. FMR will reimburse brokerage firms and others for their
reasonable expenses in forwarding solicitation material to the
beneficial owners of shares. The principal business address of
Fidelity Distributors Corporation (FDC), each fund's principal
underwriter and distribution agent, is 82 Devonshire Street, Boston,
Massachusetts 02109. The principal business address of Fidelity
Investments Money Management, Inc. (FIMM), subadviser to the funds, is
1 Spartan Way, Merrimack, New Hampshire 03054.

If the enclosed proxy card is executed and returned, it may
nevertheless be revoked at any time prior to its use by written
notification received by the trust, by the execution of a later-dated
proxy card, by the trust's receipt of a subsequent valid telephonic
vote or by attending the Meeting and voting in person.

All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the Meeting, and are
not revoked, will be voted at the Meeting. Shares represented by such
proxies will be voted in accordance with the instructions thereon. If
no specification is made on a proxy card, it will be voted FOR the
matters specified on the proxy card. Only proxies that are voted will
be counted towards establishing a quorum. Broker non-votes are not
considered voted for this purpose. Shareholders should note that while
votes to ABSTAIN will count toward establishing a quorum, passage of
any proposal being considered at the Meeting will occur only if a
sufficient number of votes are cast FOR the proposal. Accordingly,
votes to ABSTAIN and votes AGAINST will have the same effect in
determining whether the proposal is approved.

The funds may also arrange to have votes recorded by telephone. The
expenses in connection with telephone voting will be borne by FMR. If
the funds record votes by telephone, they will use procedures designed
to authenticate shareholders' identities, to allow shareholders to
authorize the voting of their shares in accordance with their
instructions, and to confirm that their instructions have been
properly recorded. Proxies voted by telephone may be revoked at any
time before they are voted in the same manner that proxies voted by
mail may be revoked. D.F. King & Co., Inc. may be paid on a per-call
basis for vote-by-phone solicitations on behalf of the funds at an
anticipated cost of approximately $ 3,000 (Spartan U.S. Treasury
Money Market Fund), $ 2,000 (Spartan U.S. Government Money
Market Fund) and $ 6,000 (Spartan Money Market Fund).

If a quorum is not present at the Meeting, or if a quorum is present
at the Meeting but sufficient votes to approve one or more of the
proposed items are not received, or if other matters arise requiring
shareholder attention, the persons named as proxy agents may propose
one or more adjournments of the Meeting to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of
a majority of those shares present at the Meeting or represented by
proxy. When voting on a proposed adjournment, the persons named as
proxy agents will vote FOR the proposed adjournment all shares that
they are entitled to vote with respect to each item, unless directed
to vote AGAINST the item, in which case such shares will be voted
AGAINST the proposed adjournment with respect to that item. A
shareholder vote may be taken on one or more of the items in this
Proxy Statement prior to such adjournment if sufficient votes have
been received and it is otherwise appropriate.

Shares of each fund of the trust issued and outstanding as of
January 31, 1999 are indicated in the following table:

Spartan U.S. Treasury Money Market Fund 2,160,681,182
Spartan U.S. Government Money Market Fund 859,156,902
Spartan Money Market Fund 9,734,343,783

As of January 31, 199 9 , the nominees, Trustees, and
officers of the Trust and each fund owned, in the aggregate, less than
1% of each fund's outstanding shares.

FMR has advised the trust that for Proposals 1 through 9 contained in
this Proxy Statement, it will vote its shares at the Meeting FOR each
Proposal. To the knowledge of the trust, no shareholder owned of
record or beneficially more than 5% of the outstanding shares of the
funds on that date.

Shareholders of record at the close of business on March 22, 1999
will be entitled to vote at the Meeting. Each such shareholder will be
entitled to one vote for each dollar of net asset value held on that
date.

FOR A FREE COPY OF EACH FUND'S ANNUAL REPORT FOR THE FISCAL YEAR
ENDED APRIL 30, 1998 AND THE SEMIANNUAL REPORT FOR THE FISCAL PERIOD
ENDED OCTOBER 31, 1998 CALL 1-800-544-8544 OR WRITE TO FIDELITY
DISTRIBUTORS CORPORATION AT 82 DEVONSHIRE STREET, BOSTON,
MASSACHUSETTS 02109.

VOTE REQUIRED: A PLURALITY OF ALL VOTES CAST AT THE MEETING IS
SUFFICIENT TO APPROVE PROPOSAL 1 AND A MAJORITY OF ALL VOTES OF THE
APPROPRIATE FUND CAST AT THE MEETING IS SUFFICIENT TO APPROVE PROPOSAL
2. APPROVAL OF PROPOSALS 3 THROUGH 9 REQUIRES THE AFFIRMATIVE VOTE OF
A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF THE APPROPRIATE
FUNDS. UNDER THE INVESTMENT COMPANY ACT OF 1940 (THE 1940 ACT), THE
VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" MEANS THE
AFFIRMATIVE VOTE OF THE LESSER OF (A) 67% OR MORE OF THE VOTING
SECURITIES PRESENT AT THE MEETING OR REPRESENTED BY PROXY IF THE
HOLDERS OF MORE THAN 50% OF THE OUTSTANDING VOTING SECURITIES ARE
PRESENT OR REPRESENTED BY PROXY OR (B) MORE THAN 50% OF THE
OUTSTANDING VOTING SECURITIES. BROKER NON-VOTES ARE NOT CONSIDERED
"PRESENT" FOR THIS PURPOSE.

The following tables summarize the proposals applicable to each fund.

Proposal # Proposal Description Applicable Fund(s)

1. To elect as Trustees the 12 All
nominees presented in
proposal 1.

2. To ratify the selection of All
PricewaterhouseCoopers LLP
as independent accountants
of the funds.

3. To approve an amended All
management contract for each
fund to include annual
premium payments, if any, to
a captive mutual insurance
company in the list of
enumerated expenses borne
directly by each fund and to
modify the management
contract's amendment
provisions.

4. To amend each fund's All
fundamental investment
limitation concerning
diversification.

5. To amend the fund's Spartan Money Market Fund
fundamental investment
objective.

ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS

6. To amend the fund's Spartan U.S. Treasury Money
fundamental investment Market Fund
limitation concerning the
concentration of its
investments in a single
industry.

7. To amend the fund's Spartan U.S. Government Money
fundamental investment Market Fund
limitation concerning
borrowing.

8. To amend the fund's Spartan U.S. Treasury Money
fundamental investment Market Fund
limitation concerning real
estate.

9. To amend the fund's Spartan U.S. Treasury Money
fundamental investment Market Fund
limitation concerning lending.

</TABLE>

1. TO ELECT A BOARD OF TRUSTEES.

The purpose of this proposal is to elect a Board of Trustees of the
Trust. Pursuant to the provisions of the Declaration of Trust of
Fidelity Hereford Street Trust, the Trustees have determined that the
number of Trustees shall be fixed at twelve. It is intended that the
enclosed proxy card will be voted for the election as Trustees of the
twelve nominees listed below, unless such authority has been withheld
in the proxy card.

All nominees named below are currently Trustees of Fidelity Hereford
Street Trust and have served in that capacity continuously since
originally elected or appointed. Robert M. Gates, William O. McCoy,
and Robert C. Pozen were selected by the trust's Nominating and
Administration Committee (see page 15 ) and were appointed to
the Board in March 1997, January 1997, and August 1997, respectively.
None of the nominees are related to one another. Those nominees
indicated by an asterisk (*) are "interested persons" of the trust by
virtue of, among other things, their affiliation with either the
trust, the funds' investment adviser (FMR, or the Adviser), or the
funds' distribution agent, FDC. The business address of each nominee
who is an "interested person" is 82 Devonshire Street, Boston,
Massachusetts 02109, and the business address of all other nominees is
Fidelity Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235.
Except for Robert M. Gates, William O. McCoy, and Robert C. Pozen,
each of the nominees is currently a Trustee of 57 registered
investment companies advised by FMR. Mr. Gates is currently a Trustee
of 54 registered investment companies advised by FMR. Mr. McCoy is
currently a Trustee of 54 registered investment companies advised by
FMR. Mr. Pozen is currently a Trustee of 51 registered investment
companies advised by FMR.

In the election of Trustees, those twelve nominees receiving the
highest number of votes cast at the Meeting, providing a quorum is
present, shall be elected.

<TABLE>
<CAPTION>
Nominee (Age) Principal Occupation** Year of Election or Appointment

Ralph F. Cox President of RABAR 1991
(66) Enterprises (management
consulting-engineering
industry, 1994). Prior to
February 1994, he was
President of Greenhill
Petroleum Corporation
(petroleum exploration and
production). Until March
1990, Mr. Cox was President
and Chief Operating Officer
of Union Pacific Resources
Company (exploration and
production). He is a
Director of USA Waste
Services, Inc.
(non-hazardous waste, 1993),
CH2M Hill Companies
(engineering), Rio Grande,
Inc. (oil and gas
production), and Daniel
Industries (petroleum
measurement equipment
manufacturer). In addition,
he is a member of advisory
boards of Texas A&M
University and the
University of Texas at Austin.

Phyllis Burke Davis Prior to her retirement in 1992
(67) September 1991, Mrs. Davis
was the Senior Vice
President of Corporate
Affairs of Avon Products,
Inc. She is currently a
Director of BellSouth
Corporation
(telecommunications), Eaton
Corporation (manufacturing,
1991), and the TJX
Companies, Inc. (retail
stores), and previously
served as a Director of
Hallmark Cards, Inc.
(1985-1991) and Nabisco
Brands, Inc. In addition,
she is a member of the
President's Advisory Council
of The University of Vermont
School of Business
Administration.

Robert M. Gates Consultant, author, and 1997
(55) lecturer (1993). Mr. Gates
was Director of the Central
Intelligence Agency (CIA)
from 1991-1993. From 1989 to
1991, Mr. Gates served as
Assistant to the President
of the United States and
Deputy National Security
Advisor. Mr. Gates is a
Director of LucasVarity PLC
(automotive components and
diesel engines), Charles
Stark Draper Laboratory
(non-profit), NACCO
Industries, Inc. (mining and
manufacturing), and TRW Inc.
(original equipment and
replacement products). Mr.
Gates also is a Trustee of
the Forum for International
Policy and of the Endowment
Association of the College
of William and Mary. In
addition, he is a member of
the National Executive Board
of the Boy Scouts of America.

*Edward C. Johnson 3d President, is Chairman, Chief 1993
(68) Executive Officer and a
Director of FMR Corp.; a
Director and Chairman of the
Board and of the Executive
Committee of FMR; Chairman
and a Director of Fidelity
Investments Money
Management, Inc. (1998),
Fidelity Management &
Research (U.K.) Inc., and
Fidelity Management &
Research (Far East) Inc.

E. Bradley Jones Prior to his retirement in 1990
(71) 1984, Mr. Jones was Chairman
and Chief Executive Officer
of LTV Steel Company. He is
a Director of TRW Inc.
(original equipment and
replacement products),
Consolidated Rail
Corporation, Birmingham
Steel Corporation, and RPM,
Inc. (manufacturer of
chemical products), and he
previously served as a
Director of NACCO
Industries, Inc. (mining and
manufacturing, 1985-1995),
Hyster-Yale Materials
Handling, Inc. (1985-1995),
and Cleveland-Cliffs Inc
(mining), and as a Trustee
of First Union Real Estate
Investments. In addition, he
serves as a Trustee of the
Cleveland Clinic Foundation,
where he has also been a
member of the Executive
Committee as well as
Chairman of the Board and
President, a Trustee and
member of the Executive
Committee of University
School (Cleveland), and a
Trustee of Cleveland Clinic
Florida.

Donald J. Kirk Executive-in-Residence (1995) 1987
(66) at Columbia University
Graduate School of Business
and a financial consultant.
From 1987 to January 1995,
Mr. Kirk was a Professor at
Columbia University Graduate
School of Business. Prior to
1987, he was Chairman of the
Financial Accounting
Standards Board. Mr. Kirk
previously served as a
Director of General Re
Corporation (reinsurance,
1987-1998) and Valuation
Research Corp. (appraisals
and valuations, 1993-1995).
He serves as Chairman of the
Board of Directors of
National Arts Stabilization
Inc., Chairman of the Board
of Trustees of the Greenwich
Hospital Association,
Director of the Yale-New
Haven Health Services Corp.
(1998), a Member of the
Public Oversight Board of
the American Institute of
Certified Public
Accountants' SEC Practice
Section (1995), and as a
Public Governor of the
National Association of
Securities Dealers, Inc.
(1996).

*Peter S. Lynch Vice Chairman and Director of 1990
(56) FMR. Prior to May 31, 1990,
he was a Director of FMR and
Executive Vice President of
FMR (a position he held
until March 31, 1991); Vice
President of Fidelity
Magellan Fund and FMR Growth
Group Leader; and Managing
Director of FMR Corp. Mr.
Lynch was also Vice
President of Fidelity
Investments Corporate
Services (1991-1992). In
addition, he serves as a
Trustee of Boston College,
Massachusetts Eye & Ear
Infirmary, Historic
Deerfield (1989) and Society
for the Preservation of New
England Antiquities, and as
an Overseer of the Museum of
Fine Arts of Boston.

William O. McCoy Vice President of Finance for 1997
(65) the University of North
Carolina (16-school system,
1995). Prior to his
retirement in December 1994,
Mr. McCoy was Vice Chairman
of the Board of BellSouth
Corporation
(telecommunications, 1984)
and President of BellSouth
Enterprises (1986). He is
currently a Director of
Liberty Corporation (holding
company, 1984), Weeks
Corporation of Atlanta (real
estate, 1994), Carolina
Power and Light Company
(electric utility, 1996) and
the Kenan Transport Co.
(1996). Previously, he was a
Director of First American
Corporation (bank holding
company, 1979-1996). In
addition, Mr. McCoy serves
as a member of the Board of
Visitors for the University
of North Carolina at Chapel
Hill (1994) and for the
Kenan-Flager Business School
(University of North
Carolina at Chapel Hill,
1988).

Gerald C. McDonough Chairman of G.M. Management 1989
(70) Group (strategic advisory
services). Mr. McDonough is
a Director of York
International Corp. (air
conditioning and
refrigeration), Commercial
Intertech Corp. (hydraulic
systems, building systems,
and metal products, 1992),
CUNO, Inc. (liquid and gas
filtration products, 1996),
and Associated Estates
Realty Corporation (a real
estate investment trust,
1993). Mr. McDonough served
as a Director of
ACME-Cleveland Corp. (metal
working, telecommunications,
and electronic products)
from 1987-1996 and
Brush-Wellman Inc. (metal
refining) from 1983-1997).

Marvin L. Mann Chairman of the Board of 1993
(66) Lexmark International, Inc.
(office machines, 1991).
Prior to 1991, he held the
positions of Vice President
of International Business
Machines Corporation ("IBM")
and President and General
Manager of various IBM
divisions and subsidiaries.
Mr. Mann is a Director of
M.A. Hanna Company
(chemicals, 1993) and
Imation Corp. (imaging and
information storage, 1997).

*Robert C. Pozen Senior Vice President, is 1997
(52) also President and a
Director of FMR (1997); and
President and a Director of
Fidelity Investments Money
Management, Inc. (1998),
Fidelity Management &
Research (U.K.) Inc. (1997),
and Fidelity Management &
Research (Far East) Inc.
(1997). Previously, Mr.
Pozen served as General
Counsel, Managing Director,
and Senior Vice President of
FMR Corp.

Thomas R. Williams President of The Wales Group, 1989
(70) Inc. (management and
financial advisory
services). Prior to retiring
in 1987, Mr. Williams served
as Chairman of the Board of
First Wachovia Corporation
(bank holding company), and
Chairman and Chief Executive
Officer of The First
National Bank of Atlanta and
First Atlanta Corporation
(bank holding company). He
is currently a of Director
of ConAgra, Inc.
(agricultural products),
Georgia Power Company
(electric utility), National
Life Insurance Company of
Vermont, American Software,
Inc., and AppleSouth, Inc.
(restaurants, 1992).

</TABLE>

* * Except as otherwise indicated, each individual has held the
office shown or other offices in the same company for the last five
years.

As of January 31, 1999 the nominees, Trustees and officers of the
Trust and each fund owned, in the aggregate, less than 1% of each
fund's outstanding shares.

If elected, the Trustees will hold office without limit in time
except that: (a) any Trustee may resign; (b) any Trustee may be
removed by written instrument, signed by at least two-thirds of the
number of Trustees prior to such removal; (c) any Trustee who requests
to be retired or who has become incapacitated by illness or injury may
be retired by written instrument signed by a majority of the other
Trustees; and (d) a Trustee may be removed at any Special Meeting of
shareholders by a two-thirds vote of the outstanding voting securities
of the trust. In case a vacancy shall for any reason exist, the
remaining Trustees will fill such vacancy by appointing another
Trustee, so long as, immediately after such appointment, at least
two-thirds of the Trustees have been elected by shareholders. If, at
any time, less than a majority of the Trustees holding office has been
elected by the shareholders, the Trustees then in office will promptly
call a shareholders' meeting for the purpose of electing a Board of
Trustees. Otherwise, there will normally be no meeting of shareholders
for the purpose of electing Trustees.

The trust's Board, which is currently composed of three interested
and nine non-interested Trustees, met eleven times during the twelve
months ended April 30, 1998. It is expected that the Trustees will
meet at least ten times a year at regularly scheduled meetings.

The trust's Audit Committee is composed entirely of Trustees who are
not interested persons of the trust, FMR or its affiliates and
normally meets four times a year, or as required, prior to meetings of
the Board of Trustees. Currently, Messrs. Kirk (Chairman), Gates and
McCoy, and Mrs. Davis are members of the Committee. The committee
oversees and monitors the trust's internal control structure, its
auditing function and its financial reporting process, including the
resolution of material reporting issues. The committee recommends to
the Board of Trustees the appointment of auditors for the trust. It
reviews audit plans, fees and other material arrangements in respect
of the engagement of auditors, including non-audit services to be
performed. It reviews the qualifications of key personnel involved in
the foregoing activities. The committee plays an oversight role in
respect of the trust's investment compliance procedures and the code
of ethics. During the twelve months ended April 30, 1998, the
committee held four meetings.

The trust's Nominating and Administration Committee is currently
composed of Messrs. McDonough (Chairman), Jones and Williams. The
committee members confer periodically and hold meetings as required.
The committee makes nominations for independent trustees, and for
membership on committees. The committee periodically reviews
procedures and policies of the Board of Trustees and committees. It
acts as the administrative committee under the Retirement Plan for
non-interested trustees who retired prior to December 30, 1996. It
monitors the performance of legal counsel employed by the trust and
the independent trustees. The committee in the first instance monitors
compliance with, and acts as the administrator of the provisions of
the code of ethics applicable to the independent trustees. During the
twelve months ended April 30, 1998, the committee held no meetings.
The Nominating and Administration Committee will consider nominees
recommended by shareholders. Recommendations should be submitted to
the committee in care of the Secretary of the Trust. The trust does
not have a compensation committee; such matters are considered by the
Nominating and Administration Committee.

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 April 30, 1998,
or calendar year ended December 31, 1998, as applicable.

COMPENSATION TABLE

<TABLE>
<CAPTION>
<S> <C> <C> <C>
Trustees and Members of the Aggregate Compensation from Aggregate Compensation from Aggregate Compensation from
Advisory Board Spartan U.S. Treasury Money Spartan U.S. Government Spartan Money Market FundB,C,D
Market FundB Money Market FundB

J. Gary Burkhead **,# $ 0 $ 0 $ 0

Ralph F. Cox $ 739 $ 311 $ 3,509

Phyllis Burke Davis $ 739 $ 311 $ 3,509

Robert M. Gates $ 754 $ 317 $ 3,582

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

E. Bradley Jones $ 739 $ 311 $ 3,509

Donald J. Kirk $ 739 $ 311 $ 3,509

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

William O. McCoy $ 754 $ 317 $ 3,582

Gerald C. McDonough $ 922 $ 388 $ 4,382

Marvin L. Mann $ 729 $ 307 $ 3,462

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

Thomas R. Williams $ 739 $ 311 $ 3,509

</TABLE>

<TABLE>
<CAPTION>
<S> <C>
Trustees and Members of the Total Compensation from the
Advisory Board Fund Complex*A

J. Gary Burkhead **,# $ 0

Ralph F. Cox $ 223,500

Phyllis Burke Davis $ 220,500

Robert M. Gates $ 223,500

Edward C. Johnson 3d ** $ 0

E. Bradley Jones $ 220,000

Donald J. Kirk $ 226,500

Peter S. Lynch ** $ 0

William O. McCoy $ 223,500

Gerald C. McDonough $ 273,000

Marvin L. Mann $ 220,500

Robert C. Pozen** $ 0

Thomas R. Williams $ 223,500

</TABLE>

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

** Interested Trustees and Advisory Board Members of the funds are
compensated by FMR.

# J. Gary Burkhead served on the Board of Trustees through July 31,
1997. Effective August 1, 1997, Mr. Burkhead serves as a Member of the
Advisory Board of each trust.

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, $87,800; 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; William O.
McCoy, $55,039, and Thomas R. Williams, $63,433.

B Compensation figures include cash, and may include amounts required
to be deferred and amounts deferred at the election of Trustees.

C The following amounts are required to be deferred by each
non-interested Trustee, most of which is subject to vesting: Ralph F.
Cox, $1,656, Phyllis Burke Davis, $1,656, Robert M. Gates, $1,671, E.
Bradley Jones, $1,656, Donald J. Kirk, $1,656, William O. McCoy,
$1,671, Gerald C. McDonough, $1,932, Marvin L. Mann, $1,656, and
Thomas R. Williams, $1,656.

D Certain of the non-interested Trustees' aggregate compensation from
a fund includes accrued voluntary deferred compensation as follows:
Thomas R. Williams, $1,388.

Under a deferred compensation plan adopted in September 1995 and
amended in November 1996 (the Plan), non-interested Trustees must
defer receipt of a portion of, and may elect to defer receipt of an
additional portion of, their annual fees. Amounts deferred under the
Plan are subject to vesting and are treated as though equivalent
dollar amounts had been invested in shares of a cross-section of
Fidelity funds including funds in each major investment discipline and
representing a majority of Fidelity's assets under management (the
Reference Funds). The amounts ultimately received by the Trustees
under the Plan will be directly linked to the investment performance
of the Reference Funds. Deferral of fees in accordance with the Plan
will have a negligible effect on a fund's assets, liabilities, and net
income per share, and will not obligate a fund to retain the services
of any Trustee or to pay any particular level of compensation to the
Trustee. A fund may invest in the Reference Funds under the Plan
without shareholder approval.

2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP
AS INDEPENDENT ACCOUNTANTS OF THE FUNDS.

By a vote of the non-interested Trustees, the firm of
PricewaterhouseCoopers LLP has been selected as independent
accountants for each fund to sign or certify any financial statements
of each fund required by any law or regulation to be certified by an
independent accountant and filed with the Securities and Exchange
Commission (SEC) or any state. Pursuant to the 1940 Act, such
selection requires the ratification of shareholders. In addition, as
required by the 1940 Act, the vote of the Trustees is subject to the
right of each fund, by vote of a majority of its outstanding voting
securities at any meeting called for the purpose of voting on such
action, to terminate such employment without penalty.
PricewaterhouseCoopers LLP has advised each fund that it has no direct
or material indirect ownership interest in each fund.

For the funds' most recently completed fiscal years, the firm of
Coopers & Lybrand LLP acted as Spartan U.S. Government Money Market
Fund and Spartan Money Market Fund's independent accountants and Price
Waterhouse LLP acted as Spartan U.S. Treasury Money Market Fund's
independent accountant. Effective July 1, 1998, Coopers & Lybrand
L.L.P. and Price Waterhouse LLP combined their businesses and
practices and began doing business as PricewaterhouseCoopers LLP.

The independent accountants examine annual financial statements for
the funds and provide other audit and tax-related services. In
recommending the selection of each fund's accountants, the Audit
Committee reviewed the nature and scope of the services to be provided
(including non-audit services) and whether the performance of such
services would affect the accountants' independence. Representatives
of PricewaterhouseCoopers LLP are not expected to be present at the
Meeting, but have been given the opportunity to make a statement if
they so desire and will be available should any matter arise requiring
their presence.

3. TO APPROVE AN AMENDED MANAGEMENT CONTRACT FOR EACH OF SPARTAN
U.S. TREASURY MONEY MARKET FUND, SPARTAN U.S. GOVERNMENT MONEY MARKET
FUND AND SPARTAN MONEY MARKET FUND.

The Board of Trustees, including a majority of those Trustees who are
not "interested persons" of the trust or FMR (the Independent
Trustees), has approved, and recommends that shareholders of each fund
approve, a proposal to adopt an amended management contract with FMR
( collectively, the Amended Contracts). The Amended Contracts
modify the list of enumerated expenses borne directly by each fund
under its present management contract ( collectively, the
Present Contracts) to include annual premiums (Annual Premiums )
payable on or after January 1, 2004 , if any, for insurance
coverage (Insurance Coverage) provided by a mutual insurance company
(the Mutual Insurance Company).

The Amended Contracts also allow FMR and the trust, on behalf
of each fund, to amend the management contracts subject to the
requirements of the 1940 Act. The Present Contracts require the vote
of a majority of the applicable fund's outstanding voting securities
to authorize all amendments. See "Modification of Management
Contracts' Amendment Provisions" on page 22 for more details. (For
information on FMR, see "Activities and Management of FMR" on page .)

THE MUTUAL INSURANCE COMPANY. Each fund attempts to maintain a
stable net asset value of $1.00 per share. The possibility exists,
however, that certain events, such as a material default on a security
in a fund's investment portfolio, could cause the fund to sustain a
loss that results in the net asset value of the fund falling below
$1.00 per share. A fund may obtain insurance to minimize (but not
eliminate) the risk of such a loss. Because insurance provided
directly by a third-party insurer can be expensive, FMR has
established a captive mutual insurance company to offer insurance to
Fidelity money market funds effective January 1, 1999.

THE INSURANCE COVERAGE. The Mutual Insurance Company currently
provides participating Fidelity money market funds with limited
coverage (initially up to $100 million annually) against credit
defaults and similar losses on securities in their investment
portfolios. Certain other losses, such as those due to interest rate
fluctuations, are not covered, and despite Insurance Coverage, a
fund's net asset value still could fall below $1.00 per share.
Fidelity money market funds may participate in the Insurance Coverage
in a given year if they hold insurable assets as of the prior
September 30, which is the date as of which portfolio assets are
reviewed and Annual Premiums are calculated for the following year.
Insurable assets include commercial paper, repurchase agreements and
obligations of municipalities, banks and government agencies. Both
Spartan U.S. Government Money Market Fund and Spartan Money Market
Fund held insurable assets as of September 30, 1998, and the Board of
Trustees, including the Independent Trustees, determined that it is in
the best interests of these funds and their shareholders to
participate in the Insurance Coverage beginning January 1, 1999. As of
September 30, 1998, Spartan U.S. Treasury Money Market Fund held only
U.S. Treasury obligations, which are not insurable assets, and
therefore the fund does not currently participate. If Spartan U.S.
Treasury Fund holds any insurable assets as of any subsequent
September 30, it may participate in the Insurance Coverage if the
fund's Board of Trustees, including the Independent Trustees,
determines that participation would be in the best interests of the
fund and its shareholders.

FMR currently bears the cost of the Annual Premiums for Spartan U.S.
Government Money Market Fund and Spartan Money Market Fund. If
shareholders approve an Amended Contract, FMR will continue to bear
the cost of the fund's Annual Premiums, if any, until December 31,
2003, and each fund will be required to pay any Annual Premiums
beginning in 2004. If shareholders of a fund do not approve an Amended
Contract, FMR has the right either not to obtain coverage (in the case
of Spartan U.S. Treasury Money Market Fund) or to cease paying Annual
Premiums immediately and terminate a fund's participation in the
Insurance Coverage effective the following year. Participating funds
may incur other expenses as described more fully below in the section
"Additional Information Regarding the Mutual Insurance Company" on
page 20. The Board and the Independent Trustees have concluded that
the amounts actually and potentially payable by each fund, including
the Annual Premiums, are fair and reasonable.

PROPOSED AMENDMENTS TO THE PRESENT CONTRACTS. Copies of the Amended
Contracts, marked to indicate the proposed amendments, are attached to
this proxy statement as Exhibit 1 (Spartan U.S. Treasury Money Market
Fund), Exhibit 2 (Spartan U.S. Government Money Market Fund), and
Exhibit 3 (Spartan Money Market Fund). Except for the amendments
discussed in this proposal, the Amended Contracts are substantially
identical to the Present Contracts. (For a detailed discussion of each
fund's Present Contract, refer to the section entitled "Present
Management Contracts" beginning on page 27.) If approved by
shareholders of a fund, an Amended Contract will take effect on the
first day of the first month following approval and will remain in
effect through May 31, 2000, and thereafter only as long as its
continuance is approved at least annually by (i) the vote, cast in
person at a meeting called for the purpose, of a majority of the
Independent Trustees and (ii) the vote of either a majority of the
Trustees or a majority of the outstanding shares of the fund. If an
Amended Contract is not approved, the Present Contract will continue
in effect through May 31, 1999, and thereafter subject to the same
requirements for continuance of the Amended Contract.

CURRENT MANAGEMENT FEE. Each fund's management fee is an annual
percentage of the fund's average net assets, calculated and paid
monthly. Under the Present Contracts, each fund pays FMR an
all-inclusive management fee at an annual rate of 0.45% of such fund's
average net assets. FMR pays all the expenses involved in the
operation of each fund, with the following exceptions: taxes; the fees
and expenses of the Independent Trustees; brokerage fees and
commissions; interest expenses with respect to borrowings by the fund;
and such non-recurring and extraordinary expenses as may arise,
including the costs of any litigation to which each fund may be a
party, and any obligation each fund may have to indemnify its officers
and Trustees with respect to litigation. Each fund's management fee is
reduced by the amount of compensation that each fund pays to the
Independent Trustees.

MODIFICATION TO MANAGEMENT FEE CALCULATION. Under the Amended
Contracts, each fund would become responsible for any Annual Premiums
payable on or after January 1, 2004. FMR will continue to bear
the cost of each fund's Annual Premiums until December 31,
2003, provided shareholders of that fund approve an Amended
Contract . For the policy year commencing January 1, 1999, the
Annual Premiums of Spartan Money Market Fund and Spartan U.S.
Government Money Market Fund are $419,231 and $5,245, respectively.

REASONS FOR THE PROPOSAL. As noted above, the Board of Trustees
believes that , for Spartan Money Market Fund and Spartan U.S.
Government Money Market Fund, the Insurance Coverage is beneficial to
each fund and its shareholders. FMR expects that the
aggregate Annual P remium for all participating funds
will be less than the cost of comparable coverage
provided directly by third-party insurers. I f an Amended
Contract is approved, FMR will bear the cost of a
fund's Annual Premiums, if any, payable on or before December 31,
2003. Moreover, because the Mutual Insurance Company is a mutual
insurance company, participating funds will receive a continuing
benefit over time as premiums accumulate, assuming no or few losses
occur. In particular, the build-up of premiums over time may permit
the Mutual Insurance Company to lower premiums for the same coverage
and/or increase coverage for the same premiums. See "Additional
Information Regarding the Mutual Insurance Company" below for
more details.

T he Board of Trustees has recognized the benefits of
Insurance Coverage to a fund that holds insurable assets , and
given these benefits, believes that it is appropriate to amend
the management contract of each fund to include Annual Premiums
payable to the Mutual Insurance Company on or after January 1, 2004,
if any, among the enumerated expenses borne directly by each
fund. The Board of Trustees also has recognized that if
shareholders of a fund do not approve an Amended Contract, FMR
has the right either not to obtain coverage (in the case
of Spartan U.S. Treasury Money Market Fund) or to cease paying
Annual Premiums immediately and terminate a fund's participation
in the Insurance Coverage effective the following year.

ADDITIONAL INFORMATION REGARDING THE MUTUAL INSURANCE
COMPANY. The Mutual Insurance Company is a Bermuda mutual
insurance company that commenced operations on January 1, 1999. As
a mutual insurance company, the Mutual Insurance Company does not
issue stock; ownership interests in the Mutual Insurance Company
belong only to the participating funds as policyholders.

Each fund's Annual Premiums, if any, are based on the risk
profile and dollar amount of the fund's insurable assets. In
addition to Annual Premiums, in order to maximize coverage while
maintaining low Annual Premiums, the Mutual Insurance Company's
insurance policies are "assessable;" that is, if (but only if) a loss
event occurs and the accumulated reserves of the Mutual Insurance
Company are insufficient to cover the loss, all funds participating
in the Insurance Coverage will be subject, in addition to their
Annual Premium payment, to a special assessment premium of up to
approximately 2.5 times their Annual Premium payment. The special
assessment will be made on a pro rata basis in the same proportion as
participating funds' then-current pro rata share of Annual Premiums.
Special assessment premiums are considered a non-recurring and
extraordinary type of expense. Therefore, a fund that
participates in the Insurance Coverage would be responsible
under both its Present Contract and the Amended Contract for payment
of any special assessment premium as a non-recurring and
extraordinary expense.

COMPARISON OF MANAGEMENT FEES. The following tables compare
the fees and expenses of Spartan Money Market Fund and Spartan U.S.
Government Money Market Fund paid under the terms of the Present
Contract for the fiscal year ended April 30, 1998, to the fees and
expenses that each such fund would have paid under an Amended
Contract, assuming (1) that the Insurance Coverage had been in effect
during that period; (2) that Spartan Money Market Fund and Spartan
U.S. Government Money Market Fund had participated in the Insurance
Coverage and paid Annual Premiums in the amount of each fund's Annual
Premium for 1999 ($419,231 and $5,245, respectively); and (3) that FMR
did not bear the cost of those Annual Premiums. Because Spartan U.S.
Treasury Money Market Fund did not hold any insurable assets as of
September 30, 1998, the management fee and expenses paid under the
fund's Present Contract and an Amended Contract would be the same.

COMPARATIVE EXPENSE TABLE
ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)

SPARTAN MONEY MARKET FUND PRESENT CONTRACT AMENDED CONTRACT

Management Fee 0.4500% 0.4500%

Rule 12b-1 fee None None

Other Expenses 0.0000% 0.0047%

Total Operating Expenses 0.4500% 0.4547%

EXAMPLE: The following illustrates the expenses on a $1,000
investment under the fees and expenses stated above, assuming (1) 5%
annual return and (2) redemption at the end of each time period
(including $5 account closeout fee).

1 YEAR 3 YEARS 5 YEARS 10 YEARS

Present Contract $ 10 $ 19 $ 30 $ 62

Amended Contract $ 10 $ 19 $ 30 $ 62

The purpose of this example and the table is to assist investors
in understanding the various costs and expenses of investing in shares
of the fund. The example above should not be considered a
representation of past or future expenses of the fund. Actual expenses
may vary from year to year and may be higher or lower than those shown
above.

SPARTAN U.S. GOVERNMENT MONEY PRESENT CONTRACT PRESENT CONTRACT
MARKET FUND

Management Fee 0.4500% 0.4500%

Rule 12b-1 fee None None

Other Expenses 0.0000% 0.0007%

Total Operating Expenses 0.4500% 0.4507%

1 YEAR 3 YEARS 5 YEARS 10 YEARS

Present Contract $ 10 $ 19 $ 30 $ 62

Amended Contract $ 10 $ 19 $ 30 $ 62

The following charts compare each fund's management fee under the
terms of the Present Contract for the fiscal year ended April 30,
1998, to the management fee and Annual Premium that each fund would
have incurred under an Amended Contract assuming (1) that
the Insurance Coverage had been in effect during that period ;
(2) that Spartan Money Market Fund and Spartan U.S. Government
Money Market Fund had participated in the Insurance Coverage and
paid Annual Premiums in the amount of each fund's Annual Premium for
1999 ($419,231 and $5,245 , respectively ) ; and (3)
that FMR did not bear the cost of those Annual Premiums. Because
Spartan U.S. Treasury Money Market Fund did not hold any insurable
assets as of September 30, 1998, the management fee and
expenses paid under the Present Contract and the Amended Contract
would be the same.
SPARTAN MONEY MARKET FUND

PRESENT CONTRACT MANAGEMENT FEE AMENDED CONTRACT MANAGEMENT DIFFERENCE IN DOLLARS DIFFERENCE AS A PERCENTAGE
FEE PLUS ANNUAL PREMIUM OF MANAGEMENT FEE PAID FOR
FISCAL YEAR 1998

$40,209,442 $40,628,673 $419,231 1.04%

</TABLE>

SPARTAN U.S. GOVERNMENT MONEY MARKET FUND

PRESENT CONTRACT MANAGEMENT FEE AMENDED CONTRACT MANAGEMENT DIFFERENCE IN DOLLARS DIFFERENCE AS A PERCENTAGE
FEE PLUS ANNUAL PREMIUM OF MANAGEMENT FEE PAID FOR
FISCAL YEAR 1998

$3,561,445 $3,566,690 $5,245 0.15%

</TABLE>

MODIFICATION OF MANAGEMENT CONTRACTS' AMENDMENT PROVISIONS. Each
Amended Contract allows FMR and the trust, on behalf of each fund, to
amend the management contract subject to the provisions of Section 15
of the 1940 Act, as modified or interpreted by the SEC. In contrast,
each Present Contract explicitly requires the vote of a
majority of the outstanding voting securities of the fund to authorize
all amendments. Generally, the proposed modification to each Present
Contract's amendment provisions will allow FMR and the trust, on
behalf of each fund, to amend the management contract without
shareholder vote IF THE 1940 ACT PERMITS THEM TO DO SO. For example,
under current interpretations of Section 15 of the 1940 Act, an
Amended Contract would give FMR and the trust the ability to amend the
management contract immediately to reflect a management fee decrease
without the delay of having first to conduct a proxy solicitation. In
short, the proposed modification gives FMR and the trust added
flexibility to amend the management contract subject to 1940 Act
constraints. Of course, any future amendments to the management
contract would continue to require the approval of a fund's
Board of Trustees. The modifications to each Present Contract
will make it consistent with the management contracts expected
to be adopted by other Fidelity money market funds.

MATTERS CONSIDERED BY THE BOARD. The mutual funds for which the
members of the Board of Trustees serve as Trustees are referred to
herein as the "Fidelity funds." The Board of Trustees meets at least
ten times a year. The Board of Trustees, including the Independent
Trustees, believe s that matters bearing on the appropriateness
of the funds' management fees are considered at most, if not all, of
its meetings. While the full Board of Trustees or the
Independent Trustees, as appropriate, act on all major matters, a
significant portion of the activities of the Board of Trustees
(including certain of those described herein) is conducted
through committees. The Independent Trustees meet frequently in
executive session and are advised by independent legal counsel
selected by the Independent Trustees.

The proposal to present each Amended Contract to shareholders
w as approved by the Board of Trustees of each fund, including
the Independent Trustees, on September 17, 1998 and November 19, 1998.
The Board of Trustees received materials relating to each management
contract in advance of the meeting at which each management contract
was considered and had the opportunity to ask questions and request
further information in connection with such consideration.

INFORMATION RECEIVED BY THE INDEPENDENT TRUSTEES . In
connection with their monthly meetings Trustees receive materials that
relate to each management contract. These materials include (i)
information on the investment performance of each fund, a peer group
of funds and an appropriate index or combination of indices, (ii)
sales and redemption data, and (iii) the economic outlook and
the general investment outlook in the markets in which each fund
invests . The Board of Trustees and the Independent Trustees
also consider periodically other material facts such as (1) FMR's
financial condition, (2) arrangements in respect of the distribution
of each fund's shares, (3) the procedures employed to determine the
value of each fund's assets, (4) the allocation of each fund's
brokerage, if any, including allocations to brokers affiliated with
FMR, (5) FMR's management of the relationships with each fund's
custodian and subcustodians, (6) the resources devoted to and the
record of compliance with each fund's investment policies and
restrictions and with policies on personal securities transactions,
and (7) the nature, cost and quality of non-investment management
services provided by FMR and its affiliates.

In response to questions raised by the Independent Trustees,
additional information was furnished by FMR including, among other
items, information on and analysis of (a) the overall organization of
FMR, (b) the composition of peer groups of funds, (c) transfer agency
and bookkeeping fees paid to affiliates of FMR, (d) investment
performance, (e) investment management staffing, (f) the potential for
achieving further economies of scale, (g) operating expenses paid to
third parties, (h) the information furnished to investors, including
each fund's shareholders, and (i) information furnished by FMR
concerning several aspects of the captive insurance structure
including, among other items, information on and analysis of the
allocation of costs between the funds and FMR.

In considering each Amended Contract, the Board of Trustees and the
Independent Trustees did not identify any single factor as
all-important or controlling, and the following summary does not
detail all of the matters considered. Matters considered by the Board
of Trustees and the Independent Trustees that relate to the Amended
Contracts include the following:

BENEFITS TO SHAREHOLDERS. The Board of Trustees and the
Independent Trustees considered the benefit to shareholders of
investing in a fund that is part of a large family of funds offering a
variety of investment disciplines and providing for a large variety of
fund and shareholder services. With regard to the proposed
modification to the Present Contracts' amendment provisions, the Board
of Trustees and the Independent Trustees considered the benefit to
shareholders of FMR's and the trust's increased flexibility (within
1940 Act constraints) to amend the management contracts without the
delay and potential costs of a proxy solicitation.

INVESTMENT COMPLIANCE AND PERFORMANCE. The Board of Trustees and the
Independent Trustees considered whether each fund has operated within
its investment objective and its record of compliance with its
investment restrictions. They also reviewed each fund's investment
performance as well as the performance of a peer group of mutual
funds, and the performance of an appropriate index or combination of
indices.

FMR'S PERSONNEL AND METHODS. The Board of Trustees and the
Independent Trustees review at least annually the background of each
fund's portfolio manager, and each fund's investment objective and
discipline. The Independent Trustees have also had discussions with
senior management of FMR responsible for investment operations, and
the senior management of Fidelity's money market group. Among other
things they considered the size, education and experience of FMR's
investment staff, its use of technology, and FMR's approach to
recruiting, training and retaining portfolio managers and other
research, advisory and management personnel.

NATURE AND QUALITY OF OTHER SERVICES. The Board of Trustees and the
Independent Trustees considered the nature, quality, cost and extent
of administrative and shareholder services performed by FMR and
affiliated companies, both under each Amended Contract and under
separate agreements covering transfer agency functions and pricing,
bookkeeping and securities lending services, if any. The Board of
Trustees and the Independent Trustees have also considered the nature
and extent of FMR's supervision of third party service providers,
principally custodians and subcustodians.

EXPENSES. The Board of Trustees and the Independent Trustees
considered each fund's expense ratio and expense ratios of a peer
group of funds. They also considered the amount and nature of fees
paid by shareholders.

PROFITABILITY. The Board of Trustees and the Independent Trustees
considered the level of FMR's profits in respect of the management of
the Fidelity funds, including each fund. This consideration included
an extensive review of FMR's methodology in allocating its costs to
the management of each fund. The Board of Trustees and the Independent
Trustees have concluded that the cost allocation methodology employed
by FMR has a reasonable basis and is appropriate in light of all of
the circumstances. They considered the profits realized by FMR in
connection with the operation of each fund and whether the amount of
profit is a fair entrepreneurial profit for the management of each
fund. They also considered the profits realized from non-fund
businesses which may benefit from or be related to each fund's
business. The Board of Trustees and the Independent Trustees also
considered FMR's profit margins in comparison with available industry
data, both accounting for and ignoring marketing expenses.

ECONOMIES OF SCALE. The Board of Trustees and the Independent
Trustees considered whether there have been economies of scale in
respect of the management of the Fidelity funds, whether the Fidelity
funds (including each fund) have appropriately benefited from any
economies of scale, and whether there is potential for realization of
any further economies of scale. The Board of Trustees and the
Independent Trustees have concluded that FMR's mutual fund business
presents some limited opportunities to realize economies of scale and
that these economies are being shared between fund shareholders and
FMR in an appropriate manner.

OTHER BENEFITS TO FMR. The Board of Trustees and the Independent
Trustees also considered the character and amount of fees paid by each
fund and each fund's shareholders for services provided by FMR and its
affiliates, including fees for services like transfer agency, fund
accounting and direct shareholder services. They also considered the
allocation of fund brokerage to brokers affiliated with FMR and the
receipt of sales loads and payments under Rule 12b-1 plans in respect
of certain of the Fidelity funds. The Board of Trustees and the
Independent Trustees also considered the revenues and profitability of
FMR businesses other than its mutual fund business, including FMR's
retail brokerage, correspondent brokerage, capital markets, trust,
investment advisory, pension record keeping, insurance publishing,
real estate, international research and investment funds, and others.
The Board of Trustees and the Independent Trustees considered the
intangible benefits that accrue to FMR and its affiliates by virtue of
their relationship with each fund.

CONCLUSION. In considering the Amended Contracts, the Board of
Trustees and the Independent Trustees did not identify any single
factor as all-important and the forgoing summary does detail all of
the matters considered. Based on their evaluation of all material
factors and assisted by the advice of independent counsel, the
Trustees concluded (i) that the existing management fee structure is
fair and reasonable and (ii) that the proposed modifications to the
management fee rates, that is the proposed addition of Annual Premiums
as an expense borne directly by a fund under the management contract
beginning on January 1, 2004 and the proposed modification of the
amendment provisions are in the best interests of each fund's
shareholders. The Board of Trustees, including the Independent
Trustees, voted to approve the submission of the Amended Contract to
shareholders of each fund and recommends that shareholders of each
fund vote FOR the Amended Contract.

4. TO AMEND SPARTAN U.S. TREASURY MONEY MARKET FUND'S, SPARTAN U.S.
GOVERNMENT MONEY MARKET FUND'S AND SPARTAN MONEY MARKET FUND'S
FUNDAMENTAL INVESTMENT LIMITATION CONCERNING DIVERSIFICATION.
Spartan U.S. Treasury Money Market Fund's current fundamental
investment limitation concerning diversification is as follows:

"The fund may not with respect to 75% of the fund's total assets,
purchase the securities of any issuer (other than obligations issued
or guaranteed by the U.S. government, its agencies or
instrumentalities) if, as a result, (a) more than 5% of the fund's
total assets would be invested in the securities of such issuer
or (b) the fund would hold more than 10% of the voting securities of
such issuer."

Spartan U.S. Government Money Market Fund's current fundamental
investment limitation concerning diversification is as follows:

"The fund may not purchase the securities of any issuer (other than
obligations issued or guaranteed by the government of the United
States or its agencies or instrumentalities) if, as a result, (a) more
than 25% of the value of its total assets would be invested in the
securities of a single issuer, or (b) with respect to 75% of its total
assets, more than 5% of the value of its total assets would be
invested in the securities of a single issuer."

Spartan Money Market Fund's current fundamental investment limitation
concerning diversification is as follows:

Each fund is a diversified company within the meaning of the 1940
Act. In addition, as money market funds, each fund is subject to
additional diversification requirements. These additional
diversification requirements have been amended by the SEC from time to
time, most recently by amendments effective July 1, 1998. If the SEC's
requirements are amended further, it may be necessary to seek
shareholder approval to further modify the funds' fundamental
diversification limits. To avoid the potential cost and delays of such
a solicitation, the Trustees recommend that shareholders of each fund
vote to replace each fund's current fundamental diversification
limitation with the following amended fundamental limitation governing
diversification:

"The fund may not purchase the securities of any issuer if, as a
result, the fund would not comply with any applicable diversification
requirements for a money market fund under the Investment Company Act
of 1940 and the rules thereunder, as such may be amended from time to
time."

If the proposal is adopted, the Trustees intend to adopt the
following additional non-fundamental limit setting forth each fund's
current policy:

"The fund does not currently intend to purchase a security (other
than securities issued or guaranteed by the U.S. Government or any of
its agencies or instrumentalities or securities of other money market
funds) if, as a result, more than 5% of its total assets would be
invested in the securities of a single issuer; provided that the fund
may invest up to 25% of its total assets in the first tier securities
of a single issuer for up to three business days."

For the purposes of this non-fundamental limit and consistent with
SEC diversification policies applicable to money market funds,
certain securities subject to guarantees (including insurance,
letters of credit and demand features) are not considered securities
of their issuer. This non-fundamental limit may be amended by the
Trustees as necessary to comply with any future amendments to
SEC diversification policies applicable to money market funds
without the need for shareholder approval.

The proposed limits will allow each fund always to comply with the
diversification limits under the 1940 Act as they are amended from
time to time.

CONCLUSION. The Board of Trustees has concluded that the proposed
amendment will benefit each fund and its shareholders. The Trustees
recommend voting FOR the proposal. The amended fundamental
diversification limitation, upon shareholder approval, will become
effective when the disclosure is revised to reflect the changes. If
the proposal is not approved by the shareholders of each fund, each
fund's current fundamental diversification limitation will remain
unchanged.

5. TO AMEND SPARTAN MONEY MARKET FUND'S FUNDAMENTAL INVESTMENT
OBJECTIVE.

The Board of Trustees has approved, and recommends that shareholders
approve, a proposal that would amend Spartan Money Market
Fund's fundamental investment objective, in order to more clearly
communicate the objective in conformity with the disclosure
requirements of the new Form N-1A (the form required by the SEC to
register mutual funds). The proposed change will have no
material effect on the way the fund is managed. The fund's current
investment objective is as follows:

"Spartan Money Market Fund seeks as high a level of current income as
is consistent with preservation of capital and liquidity by investing
principally in money market instruments."

The fund's objective is fundamental, which means it cannot be
modified without a vote of the fund's shareholders.

If the proposal is approved, the fund's investment objective will be
amended to read as follows:

"Spartan Money Market seeks as high a level of current income as is
consistent with preservation of capital and liquidity."

As indicated above, if the proposal is approved, the investment
policy currently incorporated into the fund's fundamental
investment objective (i.e., "by investing principally in money market
instruments") would be eliminated from the objective. The eliminated
policy is currently described elsewhere in the fund's
disclosure. Eliminating this policy from the fund's investment
objective is not expected to materially affect the investment
strategies or performance of the fund. Eliminating the policy from
the fund's investment objective will allow the fund to comply with
the requirements of revised Form N-1A to provide concise,
understandable descriptions of investment objectives and
policies , and to allow the fund to more clearly communicate its
investment strategies to shareholders.

CONCLUSION. The Board of Trustees believes that amending the
fund's investment objective as described above is in the best
interests of the fund and its shareholders, and unanimously recommends
that shareholders vote FOR the proposal. If approved by shareholders,
the amended objective will become effective when disclosure is
revised to reflect the change. If the proposal is not approved, the
fund's fundamental investment objective will remain unchanged.

ADOPTION OF STANDARDIZED INVESTMENT LIMITATIONS

The primary purpose of Proposals 6 through 9 is to revise
several of the fund's i nvestment limitations to conform to
limitations which are standard for similar types of funds managed by
FMR. The Board of Trustees asked FMR to analyze the various
fundamental and non-fundamental investment limitations of the Fidelity
funds, and, where practical and appropriate to a fund's investment
objective and policies, propose to shareholders adoption of standard
fundamental limitations and elimination of certain other fundamental
limitations.

It is not anticipated that these proposals will substantially affect
the way a fund is currently managed. However, FMR is presenting them
to you for your approval because FMR believes that increased
standardization will help to promote operational efficiencies and
facilitate monitoring of compliance with fundamental and
non-fundamental investment limitations. Although adoption of revised
limitations is not likely to have any impact on the current investment
techniques employed by the fund, it will contribute to the overall
objectives of standardization.

6. TO AMEND SPARTAN U.S. TREASURY MONEY MARKET FUND'S FUNDAMENTAL
INVESTMENT LIMITATION CONCERNING THE CONCENTRATION OF ITS INVESTMENTS
IN A SINGLE INDUSTRY.

The fund's current fundamental investment limitation concerning the
concentration of its investments within a single industry states:

"The fund may not purchase the securities of any issuer (other than
obligations issued or guaranteed by the U.S. government or its
agencies or instrumentalities) if, as a result, more than 25% of the
fund's total assets (taken at current value) would be invested in the
securities of issuers having their principal business activities in
the same industry."

The Trustees recommend that shareholders of the fund vote to replace
this fundamental investment limitation with the following amended
fundamental investment limitation governing concentration (additional
language is ((underlined)) and deleted language is [bracketed]):

"The fund may not purchase the securities of any issuer (other than
[obligations] ((securities)) issued or guaranteed by the U.S.
Government or any of its agencies or instrumentalities) if, as a
result, more than 25% of the fund's total assets [(taken at current
value)] would be invested in the securities of ((companies whose))
[issuers having their] principal business activities ((are)) in the
same industry."

The primary purpose of the proposal is to revise the fund's
fundamental concentration limitation to conform to a limitation which
is expected to become standard for all funds managed by FMR. (See
"Adoption of Standardized Investment Limitations" on page .) If the
proposal is approved, the new fundamental concentration limitation
could not be changed without the approval of shareholders.

The proposed amended limitation does not differ in substance from
the current policy. Adoption of the proposed amended limitation on
concentration is not expected to affect the way the fund is managed,
the investment performance of the fund, or the securities or
instruments in which the fund invests.

CONCLUSION. The Board of Trustees has concluded that the proposal
will benefit the fund and its shareholders. The Trustees recommend
voting FOR the proposal. Upon shareholder approval, the amended
fundamental limitation will become effective when disclosure is
updated to reflect the changes . If the proposal is not approved by
the shareholders of the fund, the fund's current limitation will
remain unchanged.

7. TO AMEND SPARTAN U.S. GOVERNMENT MONEY MARKET FUND'S FUNDAMENTAL
INVESTMENT LIMITATION CONCERNING BORROWING.

The fund's current fundamental investment limitation concerning
borrowing states:

"The fund may not borrow money, except that the fund may (i) borrow
money for temporary or emergency purposes (not for leveraging or
investment), or (ii) engage in reverse repurchase agreements, provided
that (i) and (ii) in combination ("borrowings"), do not exceed 33 1/3%
of the value of the fund's total assets (other than borrowings). Any
borrowings that come to exceed 33 1/3% of the value of the fund's
total assets will be reduced within three days (exclusive of Sundays
and holidays) to the extent necessary to comply with the 33 1/3%
limitation."

The Trustees recommend that shareholders of the fund vote to replace
the fund's current fundamental investment limitation with the
following amended fundamental investment limitation governing
borrowing (additional language is ((underlined)) and deleted language
is [bracketed]):

"The fund may not borrow money, except that the fund may (i) borrow
money for temporary or emergency purposes (not for leveraging or
investment) ((and)) [,or] (ii) engage in reverse repurchase
agreements[,] ((for any purpose;)) provided that (i) and (ii) in
combination [("borrowings")] do not exceed 33 1/3% of the [value of
the] fund's total assets (((including the amount borrowed) less
liabilities)) (other than borrowings). Any borrowings that come to
exceed [33 1/3% of the value of the fund's total assets] ((this
amount)) will be reduced within three days (((not including))
[(exclusive of] Sundays and holidays) to the extent necessary to
comply with the 33 1/3% limitation."

The primary purpose of the proposal is to revise the fund's
fundamental borrowing limitation to conform to a limitation that is
expected to become standard for all money market funds managed
by FMR. (See "Adoption of Standardized Investment Limitations" on page
.) If the proposal is approved, the amended fundamental borrowing
limitation cannot be changed without the approval of shareholders.

Adoption of the proposed fundamental limitation concerning borrowing
is not expected to affect the way in which the fund is managed, the
investment performance of the fund, or the securities or instruments
in which the fund invests. However, the proposed fundamental
limitation would clarify two points. First, under the proposed
limitation the fund may engage in reverse repurchase agreements for
any purpose, while the current limitation does not specify the
purposes for which the fund may engage in reverse repurchase
agreements. Second, the proposed limitation specifies that the amount
of borrowings do not exceed 33 1/3% of the fund's total assets
(including the amount borrowed) less liabilities (other than
borrowings). The current limitation does not specify that liabilities
other than borrowings are deducted from total assets when calculating
the amount each fund may borrow, as a percentage of net assets.
The amendments make the limitation consistent with the requirements
the fund is already subject to pursuant to the 1940 Act.

CONCLUSION. The Board of Trustees has concluded that the proposal
will benefit the fund and its shareholders. The Trustees recommend
voting FOR the proposal. Upon shareholder approval, the amended
fundamental limitation will become effective when disclosure is
updated to reflect the changes. If the proposal is not approved by
the shareholders of the fund, the fund's current limitation will
remain unchanged.

8. TO AMEND SPARTAN U.S. TREASURY MONEY MARKET FUND'S FUNDAMENTAL
INVESTMENT LIMITATION CONCERNING REAL ESTATE.

The fund's fundamental investment limitation concerning real estate
currently states:

"The fund may not purchase or sell real estate unless acquired as a
result of ownership of securities (but this shall not prevent the fund
from purchasing and selling marketable securities issued by companies
or other entities or investment vehicles that deal in real estate or
interests therein, nor shall this prevent the fund from purchasing
interests in pools of real estate mortgage loans)."

The Trustees recommend that shareholders of the fund vote to replace
this fundamental investment limitation with the following fundamental
investment limitation governing purchases and sales of real estate
(additional language is ((underlined)) and deleted language is
[bracketed]):

"The fund may not purchase or sell real estate unless acquired as a
result of ownership of securities ((or other instruments)) (but this
shall not prevent the fund from [purchasing and selling marketable
securities issued by companies] ((investing in securities)) or other
[entities or investment vehicles that deal in real estate or interests
therein, nor shall this prevent the fund from purchasing interests in
pools of real estate mortgage loans)] ((instruments backed by real
estate or securities of companies engaged in the real estate
business)))."

The primary purpose of the proposed amendment is to clarify the types
of securities in which the fund is authorized to invest and to conform
the fund's fundamental real estate limitation to a limitation that is
expected to become standard for all funds managed by FMR. (See
"Adoption of Standardized Investment Limitations" on page .) If the
proposal is approved, the new fundamental real estate limitation may
not be changed without the approval of shareholders.

Adoption of the proposed limitation concerning real estate is not
expected to significantly affect the way in which the fund is managed,
the investment performance of the fund, or the securities or
instruments in which the fund invests. However, to the extent that the
fund invests to a greater extent in real estate related securities, it
will be subject to the risks of the real estate market. This industry
is sensitive to factors such as changes in real estate values and
property taxes, overbuilding, variations in rental income, and
interest rates. Performance could also be affected by the structure,
cash flow, and management skill of real estate companies.

The fund does not expect to acquire real estate. However, the
proposed limitation would clarify several points. First, the proposed
limitation would make explicit that the fund may acquire a security or
other instrument that is secured by a mortgage or other right to
foreclose on real estate, in the event of a default. Any investments
in these securities or other instruments are, of course, subject to
the fund's investment objective and policies and to other limitations
regarding diversification and concentration in particular industries.
Also, the proposed limitation specifically permits the fund to sell
real estate acquired as a result of ownership of securities or other
instruments. However, in light of the types of securities in which the
fund regularly invests (i.e., U.S. Government securities) , FMR
considers this to be a remote possibility.

CONCLUSION. The Board of Trustees has concluded that the proposal
will benefit the fund and its shareholders. The Trustees recommend
voting FOR the proposal. Upon shareholder approval, the amended
fundamental limitation will become effective when disclosure is
revised to reflect the changes. If the proposal is not approved by the
shareholders of the fund, the fund's current limitation will remain
unchanged.

9. TO AMEND SPARTAN U.S. TREASURY MONEY MARKET FUND'S FUNDAMENTAL
INVESTMENT LIMITATION CONCERNING LENDING.

The fund's current fundamental investment limitation concerning
lending is as follows:

"The fund may not make loans, except (a) by lending portfolio
securities if, as a result thereof, not more than 33 1/3% of the
fund's total assets (taken at current value) would be subject to loan
transactions or (b) through the purchase of a portion of an issue of
debt securities in accordance with its investment objective, policies,
and limitations."

The Trustees recommend that the shareholders of the fund vote to
replace the fund's limitation with the following amended fundamental
investment limitation governing lending (additional language is
((underlined)) and deleted language is [bracketed]):

"The fund may not [make loans, except (a) by lending portfolio
securities] ((lend any security or make any other loan)) if, as a
result [thereof], [not] more than 33 1/3% of [the fund's] ((its))
total assets [(taken at current value)] would be ((lent to other
parties, but this limitation does not apply to purchases of debt
securities or to repurchase agreements)) [subject to loan transactions
or (b) through the purchase of a portion of an issue of debt
securities in accordance with its investment objective, policies, and
limitations]."

The primary purpose of this proposal is to revise the fund's
fundamental lending limitation to conform to a limitation expected to
become standard for all funds managed by FMR. (See "Adoption of
Standardized Investment Limitations" on page .) If the proposal is
approved, the new fundamental lending limitation cannot be changed
without the approval of shareholders.

Adoption of the proposed limitation on lending is not expected to
affect the way in which the fund is managed, the investment
performance of the fund, or the instruments in which the fund invests.
However, the proposed limitation would clarify two points. First, the
proposed limitation provides specific authority for the fund to
acquire the entire portion of an issue of debt securities. Ordinarily,
if a fund purchases an entire issue of debt securities, there may be
greater risks of illiquidity and unavailability of public
information if the issuer has no other issue of securities
outstanding, and it may be more difficult to obtain pricing
information to be used in establishing a fund's daily share price.
Second, the proposed amendment eliminates the reference to "portfolio
securities" in the exception for repurchase agreements.

CONCLUSION. The Board of Trustees has concluded that the proposal
will benefit the fund and its shareholders. The Trustees recommend
voting FOR the proposal. Upon shareholder approval, the amended
fundamental limitation will become effective when disclosure is
revised to reflect the changes. If the proposal is not approved by the
shareholders of the fund, the fund's current limitation will remain
unchanged.

OTHER BUSINESS

The Board knows of no other business to be brought before the
Meeting. However, if any other matters properly come before the
Meeting, it is the intention that proxies that do not contain specific
instructions to the contrary will be voted on such matters in
accordance with the judgment of the persons therein designated.
ACTIVITIES AND MANAGEMENT OF FMR

FMR, a corporation organized in 1946, serves as investment adviser to
a number of investment companies. Information concerning the advisory
fees, net assets, and total expenses of funds with investment
objectives similar to Spartan U.S. Treasury Money Market Fund, Spartan
U.S. Government Money Market Fund and Spartan Money Market Fund and
advised by FMR is contained in the Table of Average Net Assets and
Expense Ratios in Exhibit 4 beginning on page 43 .

FMR, its officers and directors, its affiliated companies, and the
Trustees, from time to time have transactions with various banks,
including the custodian banks for certain of the funds advised by FMR.
Those transactions that have occurred to date have included mortgages
and personal and general business loans. In the judgment of FMR, the
terms and conditions of those transactions were not influenced by
existing or potential custodial or other fund relationships.

The Directors of FMR are Edward C. Johnson 3d, Chairman of the Board
and of the Executive Committee; Robert C. Pozen, President; and Peter
S. Lynch, Vice Chairman. Each of the Directors is also a Trustee of
the trust. Messrs. Johnson 3d, Pozen, J. Gary Burkhead, John H.
Costello, Eric D. Roiter, Stanley Griffith , Thomas Simpson,
Richard A. Silver, Leonard M. Rush, Fred L. Henning, Jr., Boyce Greer,
Robert Litterst and John Todd are currently officers of the trust and
officers or employees of FMR or FMR Corp. With the exception of Mr.
Costello, Mr. Griffith, Mr. Simpson, Mr. Silver, Mr.
Litterst, and Mr. Todd , all of these persons hold or have options
to acquire stock of FMR Corp. The principal business address of each
of the Directors of FMR is 82 Devonshire Street, Boston, Massachusetts
02109.

All of the stock of FMR is owned by its parent company, FMR Corp., 82
Devonshire Street, Boston, Massachusetts 02109, which was organized on
October 31, 1972. Members of Mr. Edward C. Johnson 3d's family are the
predominant owners of a class of shares of common stock, representing
approximately 49% of the voting power of FMR Corp., and, therefore,
under the 1940 Act may be deemed to form a controlling group with
respect to FMR Corp.

During the period May 1, 1997 through January 31,
199 9 , no transactions were entered into by Trustees and
nominees as Trustee of the trust involving more than 1% of the voting
common, non-voting common and equivalent stock, or preferred stock of
FMR Corp.

ACTIVITIES AND MANAGEMENT OF FIMM

FIMM is a wholly owned subsidiary of FMR formed in 1997 to provide
portfolio management services to certain Fidelity funds and
investment advice with respect to fixed-income instruments.

Funds with investment objectives similar to each fund for which FMR
has entered into a sub-advisory agreement with FIMM (the successor to
FMR Texas), and the net assets of each of these funds, are indicated
in the Table of Average Net Assets and Expense Ratios in Exhibit 4
beginning on page 44 .

The Directors of FIMM are Edward C. Johnson 3d, Chairman, and Robert
C. Pozen, President. Mr. Johnson 3d also is President and a Trustee of
the trust and of other funds advised by FMR; Chairman, Chief Executive
Officer, President, and a Director of FMR Corp.; Chairman of the Board
and of the Executive Committee of FMR; a Director of FMR; and Chairman
and Director of Fidelity Management & Research (U.K.) Inc. (FMR U.K.)
and Fidelity Management & Research (Far East) Inc. (FMR Far
East ) . In addition, Mr. Pozen is Senior Vice President and a
Trustee of the trust and Senior Vice President and a Trustee of other
funds advised by FMR; a Director of FMR Corp.; Director of FMR; and
President and Director of FMR U.K. and FMR Far East. Each of the
Directors is a stockholder of FMR Corp. The principal business address
of the Directors is 82 Devonshire Street, Boston, Massachusetts 02109.

PRESENT MANAGEMENT CONTRACTS

Each fund employs FMR to furnish investment advisory and other
services. Under its management contract with each fund, FMR acts as
investment adviser and, subject to the supervision of the Board of
Trustees, directs the investments of each fund in accordance with its
investment objective, policies, and limitations. FMR also provides
each fund with all necessary office facilities and personnel for
servicing each fund's investments, compensates all officers of each
fund and all Trustees who are "interested persons" of the trust or of
FMR, and all personnel of each fund or FMR performing services
relating to research, statistical, and investment activities.

In addition, FMR or its affiliates, subject to the supervision of the
Board of Trustees, provide the management and administrative services
necessary for the operation of each fund. These services include
providing facilities for maintaining each fund's organization;
supervising relations with custodians, transfer and pricing agents,
accountants, underwriters, and other persons dealing with each fund;
preparing all general shareholder communications and conducting
shareholder relations; maintaining each fund's records and the
registration of each fund's shares under federal and state laws;
developing management and shareholder services for each fund; and
furnishing reports, evaluations, and analyses on a variety of subjects
to the Trustees. Services provided by affiliates of FMR will continue
under the proposed management contract described in proposal 3.

FMR is responsible for the payment of all operating expenses of each
fund with certain exceptions. Specific expenses payable by FMR include
expenses for typesetting, printing, and mailing proxy materials to
shareholders; legal expenses, fees of the custodian, auditor, and
interested Trustees; each fund's proportionate share of insurance
premiums and Investment Company Institute dues, and the costs of
registering shares under federal securities laws and making necessary
filings under state securities laws. Each fund's management contract
further provides that FMR will pay for typesetting, printing, and
mailing prospectuses, statements of additional information, notices
and reports to shareholders; however, under the terms of each fund's
transfer agent agreement, the transfer agent bears the costs of
providing these services to existing shareholders. FMR also pays all
fees associated with transfer agency, dividend disbursing, and
shareholder services, pricing and bookkeeping services, and
administration of each fund's securities lending program.

FMR pays all other expenses of each fund with the following
exceptions: fees and expenses of all Trustees of the trust who are not
"interested persons" of the trust or FMR (the non-interested
Trustees), interest, taxes, brokerage commissions (if any), and such
nonrecurring expenses as may arise, including costs of any litigation
to which the fund may be a party, and any obligation it may have to
indemnify its officers and Trustees with respect to litigation.

FMR is manager of Spartan U.S. Treasury Money Market Fund, Spartan
U.S. Government Money Market Fund, and Spartan Money Market Fund
pursuant to management contracts dated June 16, 1995, June 17, 1994,
and June 17, 1994, respectively, which were approved by shareholders
on April 19, 1995, March 23, 1994, and March 23, 1994, respectively,
pursuant to Agreement and Plans of Reorganization providing for the
conversion of each fund into separate funds of a Delaware business
trust.

For the services of FMR under the management contracts, each fund
pays FMR a monthly management fee at the annual rate of 0.45% of its
average net assets throughout the month. Fees received by FMR, after
reduction of fees and expenses paid by each fund to the
non-interested trustees, for the fiscal year ended April 30, 1998
were : $8,503,598, $3,561,445 and $ 40,209,442, for Spartan
U.S. Treasury Money Market Fund, Spartan U.S. Government Money Market
Fund and Spartan Money Market Fund, respectively.

FMR may, from time to time, agree to reimburse all or a portion of
each fund's total operating expenses (exclusive of interest, taxes,
brokerage commissions, and extraordinary expenses). FMR retains the
ability to be repaid for these expense reimbursements in the amount
that expenses fall below the limit prior to the end of the fiscal
year.

Each fund also has a distribution agreement with FDC, a
Massachusetts corporation organized on July 18, 1960. FDC is a
broker-dealer registered under the Securities Exchange Act of 1934 and
is a member of the National Association of Securities Dealers, Inc.
The distribution agreement calls for FDC to use all reasonable
efforts, consistent with its other business, to secure purchasers for
shares of the funds, which are continuously offered at net asset value
per share. Promotional and administrative expenses in connection with
the offer and sale of shares are paid by FMR.

PORTFOLIO TRANSACTIONS

All orders for the purchase or sale of portfolio securities are
placed on behalf of each fund by FMR pursuant to authority contained
in each fund's management contract.

FMR may place agency transactions with National Financial Services
Corporation (NFSC) and Fidelity Brokerage Services (Japan), LLC
(FBSJ), indirect subsidiaries of FMR Corp., if the commissions are
fair, reasonable, and comparable to commissions charged by
non-affiliated, qualified brokerage firms for similar services. Prior
to December 9, 1997, FMR used research services provided by and placed
agency transactions with Fidelity Brokerage Services (FBS), an
indirect subsidiary of FMR Corp.

For fiscal year 1998 the funds paid no brokerage commissions to
affiliated brokers.

SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS

The trust does not hold annual shareholder meetings. Shareholders
wishing to submit proposals for inclusion in a proxy statement for a
subsequent shareholder meeting should send their written proposals to
the Secretary of the Trust, 82 Devonshire Street, Boston,
Massachusetts 02109.

NOTICE TO BANKS, BROKER-DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES

Please advise the trust, in care of Fidelity Service Company,
Inc., P.O. Box 789, Boston, Massachusetts 02102 , whether other
persons are beneficial owners of shares for which proxies are being
solicited and, if so, the number of copies of the Proxy Statement and
Annual Reports you wish to receive in order to supply copies to the
beneficial owners of the respective shares.

EXHIBIT 1

((UNDERLINED)) LANGUAGE WILL BE ADDED
[BRACKETED] LANGUAGE WILL BE DELETED

FORM OF
MANAGEMENT CONTRACT
BETWEEN
FIDELITY HEREFORD STREET TRUST:
SPARTAN U.S. TREASURY MONEY MARKET FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY

((AMENDMENT)) [AGREEMENT] as of this [16]__ day of [June 1995] 19__,
by and between Fidelity Hereford Street Trust, a Delaware business
trust which may issue one or more series of shares of beneficial
interest (hereinafter called the "Fund"), on behalf of Spartan U.S.
Treasury Money Market Fund (hereinafter called the "Portfolio"), and
Fidelity Management & Research Company, a Massachusetts corporation
(hereinafter called the "Adviser") ((as set forth in its entirety
below.))

((Required authorization and approval by shareholders and Trustees
having been obtained, the Fund, on behalf of the Portfolio, and the
Adviser hereby consent, pursuant to Paragraph 5 of the existing
Management Contract dated June 16, 1995, to a modification of said
Contract in the manner set forth below. The Amended Management
Contract shall, when executed by duly authorized officers of the Fund
and Adviser, take effect on or the first day of the month following
approval)).

1. (a) Investment Advisory Services. The Adviser undertakes to act as
investment adviser of the Portfolio and shall, subject to the
supervision of the Fund's Board of Trustees, direct the investments of
the Portfolio in accordance with the investment objective, policies
and limitations as provided in the Portfolio's Prospectus or other
governing instruments, as amended from time to time, the Investment
Company Act of 1940 and rules thereunder, as amended from time to time
(the "1940 Act"), and such other limitations as the Portfolio may
impose by notice in writing to the Adviser. The Adviser shall also
furnish for the use of the Portfolio office space and all necessary
office facilities, equipment and personnel for servicing the
investments of the Portfolio; and shall pay the salaries and fees of
all officers of the Fund, of all Trustees of the Fund who are
"interested persons" of the Fund or of the Adviser and of all
personnel of the Fund or the Adviser performing services relating to
research, statistical and investment activities. The Adviser is
authorized, in its discretion and without prior consultation with the
Portfolio, to buy, sell, lend and otherwise trade in any stocks, bonds
and other securities and investment instruments on behalf of the
Portfolio. The investment policies and all other actions of the
Portfolio are and shall at all times be subject to the control and
direction of the Fund's Board of Trustees.

(b) Management Services. The Adviser shall perform (or arrange for
the performance by its affiliates of) the management and
administrative services necessary for the operation of the Fund. The
Adviser shall, subject to the supervision of the Board of Trustees,
perform various services for the Portfolio, including but not limited
to: (i) providing the Portfolio with office space, equipment and
facilities (which may be its own) for maintaining its organization;
(ii) on behalf of the Portfolio, supervising relations with, and
monitoring the performance of, custodians, depositories, transfer and
pricing agents, accountants, attorneys, underwriters, brokers and
dealers, insurers and other persons in any capacity deemed to be
necessary or desirable; (iii) preparing all general shareholder
communications, including shareholder reports; (iv) conducting
shareholder relations; (v) maintaining the Fund's existence and its
records; (vi) during such times as shares are publicly offered,
maintaining the registration and qualification of the Portfolio's
shares under federal and state law; and (vii) investigating the
development of and developing and implementing, if appropriate,
management and shareholder services designed to enhance the value or
convenience of the Portfolio as an investment vehicle.

The Adviser shall also furnish such reports, evaluations, information
or analyses to the Fund as the Fund's Board of Trustees may request
from time to time or as the Adviser may deem to be desirable. The
Adviser shall make recommendations to the Fund's Board of Trustees
with respect to Fund policies, and shall carry out such policies as
are adopted by the Trustees. The Adviser shall, subject to review by
the Board of Trustees, furnish such other services as the Adviser
shall from time to time determine to be necessary or useful to perform
its obligations under this Contract.

(c) The Adviser undertakes to pay all expenses involved in the
operation of the Portfolio, except the following, which shall be paid
by the Portfolio: (i) taxes; (ii) the fees and expenses of all
Trustees of the Fund who are not "interested persons" of the Fund or
of the Adviser; (iii) brokerage fees and commissions; (iv) interest
expenses with respect to borrowings by the Portfolio; (v) such
non-recurring and extraordinary expenses as may arise, including
actions, suits or proceedings to which the Portfolio is or is
threatened to be a party and the legal obligation that the Portfolio
may have to indemnify the Fund's Trustees and officers with respect
thereto; and (((vi) annual insurance premiums payable on or after
January 1, 2004 to a mutual insurance company for insurance coverage
relating to certain assets held by the Portfolio.)) It is understood
that service charges billed directly to shareholders of the Portfolio,
including charges for exchanges, redemptions, or other services, shall
not be payable by the Adviser, but may be received and retained by the
Adviser or its affiliates.

(d) The Adviser shall place all orders for the purchase and sale of
portfolio securities for the Portfolio's account with brokers or
dealers selected by the Adviser, which may include brokers or dealers
affiliated with the Adviser. The Adviser shall use its best efforts to
seek to execute portfolio transactions at prices which are
advantageous to the Portfolio and at commission rates which are
reasonable in relation to the benefits received. In selecting brokers
or dealers qualified to execute a particular transaction, brokers or
dealers may be selected who also provide brokerage and research
services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) to the Portfolio and/or the other
accounts over which the Adviser or its affiliates exercise investment
discretion. The Adviser is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for
executing a portfolio transaction for the Portfolio which is in excess
of the amount of commission another broker or dealer would have
charged for effecting that transaction if the Adviser determines in
good faith that such amount of commission is reasonable in relation to
the value of the brokerage and research services provided by such
broker or dealer. This determination may be viewed in terms of either
that particular transaction or the overall responsibilities which the
Adviser and its affiliates have with respect to accounts over which
they exercise investment discretion. The Trustees of the Fund shall
periodically review the commissions paid by the Portfolio to determine
if the commissions paid over representative periods of time were
reasonable in relation to the benefits to the Portfolio.

The Adviser shall, in acting hereunder, be an independent contractor.
The Adviser shall not be an agent of the Portfolio.

2. It is understood that the Trustees, officers and shareholders of
the Fund are or may be or become interested in the Adviser as
directors, officers or otherwise and that directors, officers and
stockholders of the Adviser are or may be or become similarly
interested in the Fund, and that the Adviser may be or become
interested in the Fund as a shareholder or otherwise.

3. For the services and facilities to be furnished hereunder, the
Adviser shall receive a monthly management fee, payable monthly as
soon as practicable after the last day of each month, at the annual
rate of 0.45% of the average daily net assets of the Portfolio
(computed in the manner set forth in the Declaration of Trust)
throughout the month; provided that the fee, so computed, shall be
reduced by the compensation, including reimbursement of expenses, paid
by the Portfolio to those Trustees who are not "interested persons" of
the Fund or the Adviser.

In case of initiation or termination of this Contract during any
month, the fee for that month shall be reduced proportionately on the
basis of the number of business days during which it is in effect, and
the fee computed upon the average net assets for the business days it
is so in effect for that month.
4. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and
engage in other activities, provided, however, that such other
services and activities do not, during the term of this Contract,
interfere, in a material manner, with the Adviser's ability to meet
all of its obligations with respect to rendering services to the
Portfolio hereunder. In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Portfolio or to any shareholder of the Portfolio
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security ((or other investment
instrument.))

5. (a) Subject to prior termination as provided in sub-paragraph (d)
of this paragraph 5, this Contract shall continue in force until May
31 [1995] ((2000)) and indefinitely thereafter, but only so long as
the continuance after such date shall be specifically approved at
least annually by vote of the Trustees of the Fund or by vote of a
majority of the outstanding voting securities of the Portfolio.

(b) This Contract may be modified by mutual consent [,such consent
on the part of the Fund to be authorized by vote of a majority of the
outstanding voting securities of the Portfolio] ((subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities and
Exchange Commission (the "Commission") or any rules or regulations
adopted by, or interpretative releases of, the Commission)).

(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 5, the terms of any continuance or modification of this
Contract must have been approved by the vote of a majority of those
Trustees of the Fund who are not parties to the Contract or interested
persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval.

(d) Either party hereto may, at any time on sixty (60) days' prior
written notice to the other, terminate this Contract, without payment
of any penalty, by action of its Trustees or Board of Directors, as
the case may be, or with respect to the Portfolio by vote of a
majority of the outstanding voting securities of the Portfolio. This
Contract shall terminate automatically in the event of its assignment.

6. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's Declaration of Trust
or other organizational documents and agrees that the obligations
assumed by the Fund pursuant to this Contract shall be limited in all
cases to the Portfolio and its assets, and the Adviser shall not seek
satisfaction of any such obligation from the shareholders or any
shareholder of the Portfolio or any other Portfolios of the Fund. In
addition, the Adviser shall not seek satisfaction of any such
obligations from the Trustees or any individual Trustee. The Adviser
understands that the rights and obligations of any Portfolio under the
Declaration of Trust or other organizational document are separate and
distinct from those of any and all other Portfolios.

7. This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, without giving
effect to the choice of laws provisions thereof.

The terms "vote of a majority of the outstanding voting securities,"
"assignment," and "interested persons," when used herein, shall have
the respective meanings specified in the 1940 Act, as now in effect or
as hereafter amended, and subject to such orders as may be granted by
[the Securities and Exchange Commission] ((the Commission.))

IN WITNESS WHEREOF the parties have caused this instrument to be
signed in their behalf by their respective officers thereunto duly
authorized, and their respective seals to be hereunto affixed, all as
of the date written above.

[SIGNATURE LINES OMITTED]

EXHIBIT 2

((UNDERLINED)) LANGUAGE WILL BE ADDED
[BRACKETED] LANGUAGE WILL BE DELETED

FORM OF
MANAGEMENT CONTRACT
BETWEEN
FIDELITY HEREFORD STREET TRUST:
SPARTAN U.S. GOVERNMENT MONEY MARKET FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY

((AMENDMENT)) [AGREEMENT] as of this [17]__ day of [June 1994] 19__,
by and between Fidelity Hereford Street Trust, a Delaware business
trust which may issue one or more series of shares of beneficial
interest (hereinafter called the "Fund"), on behalf of Spartan U.S.
Government Money Market Fund (hereinafter called the "Portfolio"), and
Fidelity Management & Research Company, a Massachusetts corporation
(hereinafter called the "Adviser") ((as set forth in its entirety
below)).

((Required authorization and approval by shareholders and Trustees
having been obtained, the Fund, on behalf of the Portfolio, and the
Adviser hereby consent, pursuant to Paragraph 5 of the existing
Management Contract dated June 17, 1994, to a modification of said
Contract in the manner set forth below. The Amended Management
Contract shall, when executed by duly authorized officers of the Fund
and Adviser, take effect on or the first day of the month following
approval.))

(c) The Adviser undertakes to pay all expenses involved in the
operation of the Portfolio, except the following, which shall be paid
by the Portfolio: (i) taxes; (ii) the fees and expenses of all
Trustees of the Fund who are not "interested persons" of the Fund or
of the Adviser; (iii) brokerage fees and commissions; (iv) interest
expenses with respect to borrowings by the Portfolio; and (v) such
non-recurring and extraordinary expenses as may arise, including
actions, suits or proceedings to which the Portfolio is or is
threatened to be a party and the legal obligation that the Portfolio
may have to indemnify the Fund's Trustees and officers with respect
thereto; and (((vi) annual insurance premiums payable on or after
January 1, 2004 to a mutual insurance company for insurance coverage
relating to certain assets held by the Portfolio.)) It is understood
that service charges billed directly to shareholders of the Portfolio,
including charges for exchanges, redemptions, or other services, shall
not be payable by the Adviser, but may be received and retained by the
Adviser or its affiliates.

The Adviser shall, in acting hereunder, be an independent contractor.
The Adviser shall not be an agent of the Portfolio.

4. The services of the Adviser to the Portfolio are not to be deemed
exclusive, the Adviser being free to render services to others and
engage in other activities, provided, however, that such other
services and activities do not, during the term of this Contract,
interfere, in a material manner, with the Adviser's ability to meet
all of its obligations with respect to rendering services to the
Portfolio hereunder. In the absence of willful misfeasance, bad faith,
gross negligence or reckless disregard of obligations or duties
hereunder on the part of the Adviser, the Adviser shall not be subject
to liability to the Portfolio or to any shareholder of the Portfolio
for any act or omission in the course of, or connected with, rendering
services hereunder or for any losses that may be sustained in the
purchase, holding or sale of any security ((or other investment
instrument.))

6. The Adviser is hereby expressly put on notice of the limitation of
shareholder liability as set forth in the Fund's [Trust Instrument]
((Declaration of Trust or other organizational documents)) and agrees
that the obligations assumed by the Fund pursuant to this Contract
shall be limited in all cases to the Portfolio and its assets, and the
Adviser shall not seek satisfaction of any such obligation from the
shareholders or any shareholder of the Portfolio or any other
Portfolios of the Fund. In addition, the Adviser shall not seek
satisfaction of any such obligations from the Trustees or any
individual Trustee. The Adviser understands that the rights and
obligations of any Portfolio under the [Trust Instrument]
((Declaration of Trust or other organizational document)) are separate
and distinct from those of any and all other Portfolios.

7. This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, without giving
effect to the choice of laws provisions thereof.

[SIGNATURE LINES OMITTED]

EXHIBIT 3

((UNDERLINED)) LANGUAGE WILL BE ADDED
[BRACKETED] LANGUAGE WILL BE DELETED

FORM OF
MANAGEMENT CONTRACT
BETWEEN
FIDELITY HEREFORD STREET TRUST:
SPARTAN MONEY MARKET FUND
AND
FIDELITY MANAGEMENT & RESEARCH COMPANY

((AMENDMENT)) [AGREEMENT] as of this [17]__ day of [June 1994] 19__,
by and between Fidelity Hereford Street Trust, a Delaware business
trust which may issue one or more series of shares of beneficial
interest (hereinafter called the "Fund"), on behalf of Spartan Money
Market Fund (hereinafter called the "Portfolio"), and Fidelity
Management & Research Company, a Massachusetts corporation
(hereinafter called the "Adviser") ((as set forth in its entirety
below)).

((Required authorization and approval by shareholders and Trustees
having been obtained, the Fund, on behalf of the Portfolio, and the
Adviser hereby consent, pursuant to Paragraph 5 of the existing
Management Contract dated June 17, 1994, to a modification of said
Contract in the manner set forth below. The Amended Management
Contract shall, when executed by duly authorized officers of the Fund
and Adviser, take effect on or the first day of the month following
approval.))

(c) The Adviser undertakes to pay all expenses involved in the
operation of the Portfolio, except the following, which shall be paid
by the Portfolio: (i) taxes; (ii) the fees and expenses of all
Trustees of the Fund who are not "interested persons" of the Fund or
of the Adviser; (iii) brokerage fees and commissions; (iv) interest
expenses with respect to borrowings by the Portfolio; and (v) such
non-recurring and extraordinary expenses as may arise, including
actions, suits or proceedings to which the Portfolio is or is
threatened to be a party and the legal obligation that the Portfolio
may have to indemnify the Fund's Trustees and officers with respect
thereto; and (((vi) annual insurance premiums payable on or after
January 1, 2004 to a mutual insurance company for insurance coverage
relating to certain assets held by the Portfolio.)) It is understood
that service charges billed directly to shareholders of the Portfolio,
including charges for exchanges, redemptions, or other services, shall
not be payable by the Adviser, but may be received and retained by the
Adviser or its affiliates.

The Adviser shall, in acting hereunder, be an independent contractor.
The Adviser shall not be an agent of the Portfolio.

7. This Agreement shall be governed by, and construed in accordance
with, the laws of the Commonwealth of Massachusetts, without giving
effect to the choice of laws provisions thereof.

[SIGNATURE LINES OMITTED]

EXHIBIT 3
FUNDS ADVISED BY FMR - TABLE OF AVERAGE NET ASSETS AND EXPENSE RATIOS
(A)

<TABLE>
<CAPTION>
INVESTMENT OBJECTIVE AND FUND FISCAL YEAR END (A) AVERAGE NET ASSETS RATIO OF NET ADVISORY FEES
(MILLIONS)(B) TO AVERAGE NET ASSETS PAID
TO FMR (C)

TAXABLE MONEY MARKET ((yen))

VIP: Money Market 12/31/97 $ 1,112.7 0.21%

Select Money Market 2/28/98 816.3 0.21

Domestic Portfolio (#)

Class I 3/31/98 1,147.3 0.20

Class II 3/31/98 10.8 0.20

Class III 3/31/98 85.0 0.20

Government Portfolio (#)

Class I 3/31/98 3,407.7 0.20

Class II 3/31/98 115.8 0.20

Class III 3/31/98 692.3 0.20

Money Market Portfolio (#)

Class I 3/31/98 9,433.6 0.18

Class II 3/31/98 97.1 0.18

Class III 3/31/98 586.9 0.18

Treasury Portfolio (#)

Class I 3/31/98 4,786.4 0.20

Class II 3/31/98 293.2 0.20

Class III 3/31/98 3,326.2 0.20

Treasury Only Portfolio (#)

Class I 3/31/98 1,086.2 0.20

Class II 3/31/98 50.6 0.20

Class III 3/31/98 63.7 0.20

Spartan Money Market 4/30/98 8,943.9 0.45

Spartan U.S. Government Money 4/30/98 792.2 0.45
Market

Spartan U.S. Treasury Money 4/30/98 1,891.4 0.45
Market

The North Carolina Capital
Management Trust:

Cash Portfolio 6/30/98 2,457.9 0.35

Daily Income Trust 8/31/98 2,480,3 0.33

Retirement Government Money 8/31/98 3,029.9 0.42
Market

Retirement Money Market 8/31/98 6,662.7 0.42

Prime (#)

Daily Money Class 10/31/98 $ 2,996.1 0.25%

Capital Reserves Class 10/31/98 2,016.2 0.25

Treasury (#)

Daily Money Class 10/31/98 1,238.6 0.25

Capital Reserves Class 10/31/98 313.5 0.25

Advisor B Class 10/31/98 43.3 0.25

Advisor C Class 10/31/98 7.2 0.25

Cash Reserves 11/30/98 26,382.1 0.20

U.S. Government Reserves 11/30/98 1,307.3 0.20

</TABLE>

(a) All fund data are as of the fiscal year end noted in the chart
or as of November 30, 1998, if fiscal year end figures are not yet
available.

(b) Average net assets are computed on the basis of average net
assets of each fund or class at the close of business on each business
day throughout its fiscal period.

(c) Reflects reductions for any expense reimbursement paid by or
due from FMR pursuant to voluntary or state expense limitations. For
multiple class funds, the ratio of net advisory fees to average net
assets is presented gross of reductions for certain classes, for
presentation purposes. Funds so affected are indicated by (#).

((yen)) Fidelity Management & Research Company has entered into a
sub-advisory agreement with Fidelity Investments Money Management
Inc., with respect to each fund.

HERE-pxs-0399 CUSIP# 31617H201/FUND# 454
1.715374.100 CUSIP# 31617H102/FUND# 458
CUSIP# 31617H300/FUND# 415

Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.

Return the proxy card in the enclosed envelope or mail to:

FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848

Please detach at perforation before mailing.

FIDELITY HEREFORD STREET TRUST: SPARTAN U.S. TREASURY MONEY MARKET
FUND
PROXY SOLICITED BY THE TRUSTEES

The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Gerald C. McDonough or any one or
more of them, attorneys, with full power of substitution, to vote all
shares of FIDELITY HEREFORD STREET TRUST as indicated above which the
undersigned is entitled to vote at the Special Meeting of Shareholders
of the fund to be held at the office of the trust at 82 Devonshire
St., Boston, MA 02109, on May 19, 1999 at 9:00 a.m. and at any
adjournments thereof. All powers may be exercised by a majority of
said proxy holders or substitutes voting or acting or, if only one
votes and acts, then by that one. This Proxy shall be voted on the
proposals described in the Proxy Statement as specified on the reverse
side. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.

NOTE: Please sign exactly as your name appears
on this Proxy. When signing in a fiduciary
capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so
indicate. Corporate and partnership proxies
should be signed by an authorized person
indicating the person's title.

Date_____________________________, 1999
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE

(454,458,415 HH)

Please refer to the Proxy Statement discussion of each of these
matters.

IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED ((FOR)) THE
PROPOSALS.

As to any other matter, said attorneys shall vote in accordance with
their best judgment.

THE BOARD OF TRUSTEES RECOMMENDS A VOTE ((FOR)) EACH OF THE FOLLOWING:

Please detach at perforation before mailing.

PLEASE VOTE BY FILLING IN THE BOXES BELOW.

1. To elect the twelve nominees [ ]FOR all nominees [ ] WITHHOLD authority to 1.
specified below as Trustees: listed (except as vote for all nominees.
(01)Ralph F. Cox, marked to the
(02)Phyllis Burke Davis, contrary at left).
(03)Robert M. Gates,
(04)Edward C. Johnson 3d,
(05)E. Bradley Jones,
(06)Donald J. Kirk,
(07)Peter S. Lynch,
(08)William O. McCoy,
(09)Gerald C. McDonough,
(10)Marvin L. Mann,
(11)Robert C. Pozen, and
(12)Thomas R. Williams.
(INSTRUCTION: TO WITHHOLD
AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE(S), WRITE
THE NAME(S) OF THE
NOMINEE(S) ON THE LINE
BELOW.)

</TABLE>

______________________________________________________________________

2. To ratify the selection of FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
PricewaterhouseCoopers LLP
as independent accountants
of the fund.

3. To approve an amended FOR [ ] AGAINST [ ] ABSTAIN [ ] 3.
management contract for the
fund to include annual
premium payments, if any, to
a captive mutual insurance
company in the list of
enumerated expenses borne
directly by the fund and to
modify the management
contract's amendment
provisions.

4. To amend the fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fundamental investment
limitation concerning
diversification.

6. To amend the fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 6.
fundamental investment
limitation concerning the
concentration of its
investments in a single
industry.

8. To amend the fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 8.
fundamental investment
limitation concerning real
estate.

9. To amend the fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 9.
fundamental investment
limitation concerning lending.

</TABLE>

HERE-PXC-0399
(PLEASE SIGN ON REVERSE SIDE) cusip#31617H300/#415HH

Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.

Return the proxy card in the enclosed envelope or mail to:

FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848

Please detach at perforation before mailing.

FIDELITY HEREFORD STREET TRUST: SPARTAN U.S. GOVERNMENT MONEY MARKET
FUND
PROXY SOLICITED BY THE TRUSTEES

NOTE: Please sign exactly as your name
appears on this Proxy. When signing in
a fiduciary capacity, such as executor,
administrator, trustee, attorney,
guardian, etc., please so indicate.
Corporate and partnership proxies
should be signed by an authorized
person indicating the person's title.

(454,458,415 HH)

Please refer to the Proxy Statement discussion of each of these
matters.

IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED ((FOR)) THE
PROPOSALS.

As to any other matter, said attorneys shall vote in accordance with
their best judgment.

THE BOARD OF TRUSTEES RECOMMENDS A VOTE ((FOR)) EACH OF THE FOLLOWING:

Please detach at perforation before mailing.

PLEASE VOTE BY FILLING IN THE BOXES BELOW.

1. To elect the twelve nominees [ ]FOR all nominees listed [ ] WITHHOLD authority to 1.
specified below as Trustees: (except as marked to the vote for all nominees.
(01)Ralph F. Cox, contrary at left).
(02)Phyllis Burke Davis,
(03)Robert M. Gates,
(04)Edward C. Johnson 3d,
(05)E. Bradley Jones,
(06)Donald J. Kirk,
(07)Peter S. Lynch,
(08)William O. McCoy,
(09)Gerald C. McDonough,
(10)Marvin L. Mann,
(11)Robert C. Pozen, and
(12)Thomas R. Williams.
(INSTRUCTION: TO WITHHOLD
AUTHORITY TO VOTE FOR ANY
INDIVIDUAL NOMINEE(S), WRITE
THE NAME(S) OF THE
NOMINEE(S) ON THE LINE
BELOW.)

</TABLE>

______________________________________________________________________

2. To ratify the selection of FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
PricewaterhouseCoopers LLP
as independent accountants
of the fund.

4. To amend the fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fundamental investment
limitation concerning
diversification.

7. To amend the fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 7.
fundamental investment
limitation concerning
borrowing.

HERE-PXC-0399
(PLEASE SIGN ON REVERSE SIDE) cusip#31617H102/#458HH

Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.

Return the proxy card in the enclosed envelope or mail to:

FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848

Please detach at perforation before mailing.

FIDELITY HEREFORD STREET TRUST: SPARTAN MONEY MARKET FUND
PROXY SOLICITED BY THE TRUSTEES

NOTE: Please sign exactly as your name
appears on this Proxy. When signing in
a fiduciary capacity, such as executor,
administrator, trustee, attorney,
guardian, etc., please so indicate.
Corporate and partnership proxies
should be signed by an authorized
person indicating the person's title.

(454, 458, 415 HH)

Please refer to the Proxy Statement discussion of each of these
matters.

IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED ((FOR)) THE
PROPOSALS.

As to any other matter, said attorneys shall vote in accordance with
their best judgment.

THE BOARD OF TRUSTEES RECOMMENDS A VOTE ((FOR)) EACH OF THE FOLLOWING:

Please detach at perforation before mailing.

PLEASE VOTE BY FILLING IN THE BOXES BELOW.

</TABLE>

_____________________________________________________________________

2. To ratify the selection of FOR [ ] AGAINST [ ] ABSTAIN [ ] 2.
PricewaterhouseCoopers LLP
as independent accountants
of the fund.

4. To amend the fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 4.
fundamental investment
limitation concerning
diversification.

5. To amend the fund's FOR [ ] AGAINST [ ] ABSTAIN [ ] 5.
fundamental investment
objective.

HERE-PXC-0399
(PLEASE SIGN ON REVERSE SIDE) cusip#31617H201#454HH

IMPORTANT PROXY MATERIALS

PLEASE CAST YOUR VOTE NOW!

SPARTAN(Registered trademark) U.S. TREASURY MONEY MARKET FUND
SPARTAN U.S. GOVERNMENT MONEY MARKET FUND
SPARTAN MONEY MARKET FUND

Dear Shareholder:

I am writing to let you know that a special meeting of shareholders of
the Fidelity funds mentioned above will be held on May 19, 1999. The
purpose of the meeting is to vote on several important proposals that
affect the funds and your investment in them. As a shareholder, you
have the opportunity to voice your opinion on the matters that affect
your fund(s). This package contains information about the proposals
and the materials to use when voting by mail.

Please read the enclosed materials and cast your vote on the proxy
card(s). PLEASE VOTE AND RETURN YOUR CARD(S) PROMPTLY. YOUR VOTE IS
EXTREMELY IMPORTANT, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY
BE.

All of the proposals have been carefully reviewed by the Board of
Trustees. The Trustees, most of whom are not affiliated with
Fidelity, are responsible for protecting your interests as a
shareholder. The Trustees believe these proposals are in the best
interest of shareholders. They recommend that you vote for each
proposal.

The following Q&A is provided to assist you in understanding the
proposals. Each of the proposals is described in greater detail in
the enclosed proxy statement.

VOTING IS QUICK AND EASY. EVERYTHING YOU NEED IS ENCLOSED. To cast
your vote, simply complete the proxy card(s) enclosed in this package.
Be sure to sign the card(s) before mailing it in the postage-paid
envelope.

If you have any questions before you vote, please call Fidelity at
1-800-544-8888. We'll be glad to help you get your vote in quickly.
Thank you for your participation in this important initiative.

Sincerely,

Edward C. Johnson 3d

Chairman and Chief Executive Officer

Important information to help you understand and vote on the proposals

Please read the full text of the enclosed proxy statement. Below is a
brief overview of the proposals to be voted upon. Your vote is
important. We appreciate you placing your trust in Fidelity and look
forward to helping you achieve your financial goals.

WHAT PROPOSALS AM I BEING ASKED TO VOTE ON?

You may be asked to vote on the following proposals:

1. To elect a Board of Trustees.

2. To ratify the selection of PricewaterhouseCoopers LLP as
independent accountants of the funds.

3. To approve an amended management contract for Spartan U.S. Treasury
Money Market Fund, Spartan U.S. Government Money Market Fund, and
Spartan Money Market Fund.

4. To amend each fund's fundamental investment limitation concerning
diversification.

5. To amend Spartan Money Market Fund's fundamental investment
objective.

6. To amend Spartan U.S. Treasury Money Market Fund's fundamental
investment limitation concerning the concentration of its
investments in a single industry.

7. To amend Spartan U.S. Government Money Market Fund's fundamental
investment limitation concerning borrowing.

8. To amend Spartan U.S. Treasury Money Market Fund's fundamental
investment limitation concerning real estate.

9. To amend Spartan U.S. Treasury Money Market Fund's fundamental
investment limitation concerning lending.

WHAT ROLE DOES THE BOARD PLAY? (PROPOSAL 1)

The Trustees oversee the investment policies of each fund. Members of
the Board are fiduciaries and have an obligation to serve the best
interests of shareholders, including approving policy changes such as
those proposed in the proxy statement. In addition, the Trustees
review fund performance, oversee fund activities, and review
contractual arrangements with companies that provide services to the
funds.

WHAT IS THE ROLE OF THE INDEPENDENT ACCOUNTANTS? (PROPOSAL 2)

The independent accountants examine annual financial statements for
the funds and provide other audit and tax-related services. They also
sign or certify any financial statements of the funds that are
required by law to be independently certified and filed with the
Securities and Exchange Commission (SEC).

WHY ARE SPARTAN U.S. TREASURY MONEY MARKET FUND, SPARTAN U.S.
GOVERNMENT MONEY MARKET FUND, AND SPARTAN MONEY MARKET FUND PROPOSING
AMENDED MANAGEMENT CONTRACTS? (PROPOSAL 3)

The amended management contracts modify the list of expenses borne
directly by each fund under its present management contract to include
annual premiums, if any, for insurance coverage provided by a captive
mutual insurance company. Each fund's amended management contract
also allows Fidelity Management & Research (FMR) and the trust, on
behalf of the fund, to modify the fund's management contract subject
to the requirements of the Investment Company Act of 1940 (1940 Act).
Please refer to the proxy statement for specific details of each
fund's amended management contract proposal.

WHY WAS THE CAPTIVE MUTUAL INSURANCE COMPANY FORMED, AND WHAT TYPE OF
LOSSES WILL IT COVER FOR THE FUNDS? (PROPOSAL 3)

Each fund attempts to maintain a stable net asset value of $1.00 per
share. The possibility exists, however, that certain events such as
the default of a security in a fund's portfolio could cause the fund
to sustain a loss that results in the net asset value of the fund
falling below $1.00 per share. A fund may obtain insurance to
minimize, but not eliminate, the risk of such a loss. Because
insurance provided directly by a third-party insurer can be expensive,
FMR has established its own captive mutual insurance company to offer
insurance to Fidelity money market funds effective January 1, 1999.

The mutual insurance company currently provides participating Fidelity
money market funds with limited coverage (initially up to $100 million
annually) against credit defaults and similar losses on securities in
their investment portfolios. Certain other losses, such as those due
to interest rate fluctuations, are not covered, and despite insurance
coverage, a fund's net asset value could fall below $1.00 per share.
Please refer to the proxy statement for specific details of each
fund's insurance coverage.

WILL ALL THREE FUNDS BE PARTICIPATING IN THE INSURANCE COVERAGE?
(PROPOSAL 3)

Fidelity money market funds may participate in the insurance coverage
in a given year if they hold insurable assets as of the prior
September 30. Insurable assets include commercial paper, repurchase
agreements, and obligations of municipalities, banks, and government
agencies. Both Spartan Money Market Fund and Spartan U.S. Government
Money Market Fund held insurable assets as of September 30, 1998, and
the Board of Trustees determined that it is in the best interest of
the funds and their shareholders to participate in the insurance
coverage. As of September 30, 1998, Spartan U.S. Treasury Money
Market Fund held only U.S. Treasury securities which are not insurable
assets, and therefore the fund does not currently participate.

HAVE THE FUNDS ALREADY BEGUN PAYING THE ANNUAL PREMIUMS FOR THE
INSURANCE COVERAGE? (PROPOSAL 3)

FMR currently bears the cost of the annual premiums for Spartan U.S.
Government Money Market Fund and Spartan Money Market Fund. If
shareholders approve the amended management contracts, FMR will
continue to bear such costs until December 31, 2003 for these funds as
well as Spartan U.S. Treasury Money Market Fund (if, in the future,
the fund participates in the insurance coverage). Each fund that
participates in the insurance coverage will be required to pay the
annual premiums beginning in 2004.

WHAT IS THE BENEFIT OF AMENDING EACH FUND'S FUNDAMENTAL INVESTMENT
LIMITATION CONCERNING DIVERSIFICATION? (PROPOSAL 4)

All three funds are diversified investment companies as defined by the
Investment Company Act of 1940 (1940 Act). In addition, as money
market funds, each fund is subject to additional diversification
requirements. These additional diversification requirements are
amended by the Securities and Exchange Commission (SEC) from time to
time, most recently on July 1, 1998. To avoid the cost and delays of
additional shareholder solicitations should the SEC's requirements be
amended further, the Trustees are proposing the amended fundamental
investment limitations.

WHY IS SPARTAN MONEY MARKET FUND PROPOSING TO AMEND ITS FUNDAMENTAL
INVESTMENT OBJECTIVE? (PROPOSAL 5)

The proposed change will allow the fund to more clearly communicate
its investment objective and policies in conformity with the
requirements of revised Form N-1A (the form used by open-end
investment companies, like the fund, to register under the 1940 Act
and the Securities Act of 1933). Form N-1A requires concise,
understandable descriptions of a fund's investment objective and
policies. Eliminating reference to the investment policy will have no
material affect on the way the fund is managed. The proposed change
also will allow the fund to more clearly communicate its investment
objective and policies to shareholders, and is not expected to
materially affect the investment strategies or performance of the
fund.

WHY ARE SPARTAN U.S. TREASURY MONEY MARKET FUND AND SPARTAN U.S.
GOVERNMENT MONEY MARKET FUND PROPOSING TO AMEND CERTAIN FUNDAMENTAL
INVESTMENT LIMITATIONS? (PROPOSALS 6, 7, 8 AND 9)

The primary purpose of these proposals is to revise each fund's
investment limitations to conform to limitations that are expected to
become standard for all funds managed by FMR. The Board of Trustees
has concluded that these proposals will benefit the funds and their
shareholders, and adoption of these proposals is not expected to
affect the way each fund is managed, the investment performance of
each fund, or the securities or instruments in which each fund
invests.

HAS THE FUND'S BOARD OF TRUSTEES APPROVED EACH PROPOSAL?

Yes. The Board of Trustees has unanimously approved all of the
proposals and recommends that you vote to approve them.

HOW MANY VOTES AM I ENTITLED TO CAST?

As a shareholder, you are entitled to one vote for each dollar of net
asset value you own of a fund on the record date. The record date is
March 22, 1999.

HOW DO I VOTE MY SHARES?

You can vote your shares by completing and signing the enclosed proxy
card and mailing it in the enclosed postage paid envelope. If you
need any assistance, or have any questions regarding the proposals or
how to vote your shares, please call Fidelity at 1-800-544-8888.

HOW DO I SIGN THE PROXY CARD?

INDIVIDUAL ACCOUNTS: Shareholders should sign exactly as their names
appear on the account registration shown on the
card.

JOINT ACCOUNTS: Either owner may sign, but the name of the person
signing should conform exactly to a name shown in
the registration.

ALL OTHER ACCOUNTS: The person signing must indicate his or her
capacity. For example, a trustee for a trust or
other entity should sign, "Ann B. Collins,
Trustee."