FIDELITY HEREFORD STREET TRUST, 485BPOS, 1999-06-21

FIDELITY HEREFORD STREET TRUST
485BPOS, 1999-06-21

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A

REGISTRATION STATEMENT (No. 33-52577)
UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No.

Post-Effective Amendment No. 12 [X]

and

REGISTRATION STATEMENT (No. 811-7139)
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 12 [X]

Fidelity Hereford Street Trust
(Exact Name of Registrant as Specified in Charter)

82 Devonshire St., Boston, Massachusetts 02109
(Address Of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number: 617-563-7000

Eric D. Roiter, Secretary
82 Devonshire Street
Boston, Massachusetts 02109
(Name and Address of Agent for Service)

It is proposed that this filing will become effective
( ) immediately upon filing pursuant to paragraph (b).
(X) on ( June 22, 1999) pursuant to paragraph (b).
( ) 60 days after filing pursuant to paragraph (a)(1).
( ) on ( ) pursuant to paragraph (a)(1) of Rule 485.
( ) 75 days after filing pursuant to paragraph (a)(2).
( ) on ( ) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:
( ) this post-effective amendment designates a new effective date
for a previously filed post-effective amendment.

Like securities of all mutual
funds, these securities have
not been approved or
disapproved by the
Securities and Exchange
Commission, and the
Securities and Exchange
Commission has not
determined if this
prospectus is accurate or
complete. Any
representation to the
contrary is a criminal
offense.

SPARTAN(REGISTERED TRADEMARK)
U.S. TREASURY MONEY MARKET
FUND

(fund number 415, trading symbol FDLXX)

SPARTAN(REGISTERED TRADEMARK)
U.S. GOVERNMENT MONEY MARKET
FUND

(fund number 458, trading symbol SPAXX)

AND

SPARTAN(REGISTERED TRADEMARK)
MONEY MARKET
FUND

(fund number 454, trading symbol SPRXX)

PROSPECTUS

JUNE 22, 1999

(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 2 INVESTMENT SUMMARY

3 PERFORMANCE

5 FEE TABLE

FUND BASICS 7 INVESTMENT DETAILS

8 VALUING SHARES

SHAREHOLDER INFORMATION 8 BUYING AND SELLING SHARES

15 EXCHANGING SHARES

15 ACCOUNT FEATURES AND POLICIES

18 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

18 TAX CONSEQUENCES

FUND SERVICES 19 FUND MANAGEMENT

20 FUND DISTRIBUTION

APPENDIX 20 FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

SPARTAN U.S. TREASURY MONEY MARKET FUND seeks as high a level of
current income as is consistent with the security of principal and
liquidity.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Investing in U.S. Treasury securities and
entering into reverse repurchase agreements.

(small solid bullet) Normally i nvesting in securities whose
interest is exempt from state and local income taxes.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

(small solid bullet) ISSUER-SPECIFIC CHANGES. A decline in the credit
quality of an issuer or the provider of credit support or a
maturity-shortening structure for a security can cause the price of a
money market security to decrease.

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency. Although the fund seeks to preserve the
value of your investment at $1.00 per share, it is possible to lose
money by investing in the fund.

INVESTMENT OBJECTIVE

SPARTAN U.S. GOVERNMENT MONEY MARKET FUND seeks as high a level of
current income as is consistent with preservation of capital and
liquidity.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Investing in U.S. Government securities and
repurchase agreements for those securities and entering into reverse
repurchase agreements.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

INVESTMENT OBJECTIVE

SPARTAN MONEY MARKET FUND seeks as high a level of current income as
is consistent with preservation of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Investing in U.S. dollar-denominated money
market securities and repurchase agreements, and entering into reverse
repurchase agreements.

(small solid bullet) Investing more than 25% of total assets in the
financial services industry.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

(small solid bullet) The fund is subject to the following principal
investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, market or
economic developments in those countries.

(small solid bullet) FINANCIAL SERVICES EXPOSURE. Changes in
government regulation and interest rates and economic downturns
can have a significant negative effect on issuers in the financial
services sector.

PERFORMANCE

The following information illustrates the changes in each
fund' s performance from year to year. Returns are based on past
results and are not an indication of future performance.

YEAR-BY-YEAR RETURNS

The returns in the chart do not include the effect of each fund's
account closeout fee. If the effect of the fee were reflected, returns
would be lower than those shown.

SPARTAN U.S. TREASURY MONEY
MARKET

Calendar Years 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998

8.31% 7.90% 6.12% 3.68% 2.72% 3.72% 5.41% 4.94% 5.04% 4.91%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: 8.310000000000001
Row: 2, Col: 1, Value: 7.9
Row: 3, Col: 1, Value: 6.12
Row: 4, Col: 1, Value: 3.68
Row: 5, Col: 1, Value: 2.72
Row: 6, Col: 1, Value: 3.72
Row: 7, Col: 1, Value: 5.41
Row: 8, Col: 1, Value: 4.94
Row: 9, Col: 1, Value: 5.04
Row: 10, Col: 1, Value: 4.91

DURING THE PERIODS SHOWN IN THE CHART FOR SPARTAN U.S. TREASURY
MONEY MARKET, THE HIGHEST RETURN FOR A QUARTER WAS 2.10% (QUARTER
ENDING JUNE 30, 1989) AND THE LOWEST RETURN FOR A QUARTER WAS 0.66%
(QUARTER ENDING JUNE 30, 1993).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR SPARTAN U.S. TREASURY
MONEY MARKET WAS 1.06 %.

SPARTAN U.S. GOVERNMENT MONEY
MARKET

Calendar Years 1991 1992 1993 1994 1995 1996 1997 1998

6.10% 3.77% 2.82% 3.91% 5.68% 5.19% 5.30% 5.23%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: 6.1
Row: 4, Col: 1, Value: 3.77
Row: 5, Col: 1, Value: 2.82
Row: 6, Col: 1, Value: 3.91
Row: 7, Col: 1, Value: 5.68
Row: 8, Col: 1, Value: 5.19
Row: 9, Col: 1, Value: 5.3
Row: 10, Col: 1, Value: 5.23

DURING THE PERIODS SHOWN IN THE CHART FOR SPARTAN U.S. GOVERNMENT
MONEY MARKET, THE HIGHEST RETURN FOR A QUARTER WAS 1.67% (QUARTER
ENDING MARCH 31, 1991) AND THE LOWEST RETURN FOR A QUARTER WAS 0.68%
(QUARTER ENDING JUNE 30, 1993).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR SPARTAN U.S.
GOVERNMENT MONEY MARKET WAS 1.15 %.

SPARTAN MONEY MARKET FUND

Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998

8.38% 6.20% 3.97% 3.12% 4.14% 5.76% 5.23% 5.37% 5.32%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: 8.380000000000001
Row: 3, Col: 1, Value: 6.2
Row: 4, Col: 1, Value: 3.97
Row: 5, Col: 1, Value: 3.12
Row: 6, Col: 1, Value: 4.14
Row: 7, Col: 1, Value: 5.76
Row: 8, Col: 1, Value: 5.23
Row: 9, Col: 1, Value: 5.37
Row: 10, Col: 1, Value: 5.32

DURING THE PERIODS SHOWN IN THE CHART FOR SPARTAN MONEY MARKET, THE
HIGHEST RETURN FOR A QUARTER WAS 2.08% (QUARTER ENDING MARCH 31, 1990)
AND THE LOWEST RETURN FOR A QUARTER WAS 0.76% (QUARTER ENDING
SEPTEMBER 30, 1993).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR SPARTAN MONEY MARKET
WAS 1.18 %.

AVERAGE ANNUAL RETURNS

The returns in the following table do not include the effect of the $5
account closeout fee for each fund.

For the periods ended Past 1 year Past 5 years Past 10 years/ Life of fundA
December 31, 1998

Spartan U.S. Treasury 4.91% 4.80% 5.26%

Spartan U.S. Government 5.23% 5.06% 4.75%B

Spartan Money Market 5.32% 5.16% 5.27%C

</TABLE>

A BEGINNING JANUARY 1 OF THE FIRST CALENDAR YEAR FOLLOWING THE FUND'S
COMMENCEMENT OF OPERATIONS.

B BEGINNING JANUARY 1, 1991.

C BEGINNING JANUARY 1, 1990.

If FMR had not reimbursed certain fund expenses during these periods,
each fund's returns would have been lower.

FEE TABLE

The following table describes the fees and expenses that are incurred
when you buy, hold , or sell shares of a fund. The annual
operating expenses provided below for Spartan Money Market are
based on historical expenses . The annual fund operating
expenses provided below for Spartan U.S. Treasury and Spartan U.S.
Government do not reflect the effect of any reduction of certain
expenses during the period.

SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)

Sales charge (load) on None
purchases and reinvested
distributions

Deferred sales charge (load) None
on redemptions

Exchange feeA,B $5.00

Wire transaction feeA $5.00

Checkwriting fee, per check $2.00
writtenA

Account closeout feeA $5.00

Annual account maintenance $12.00
fee (for accounts under
$2,500)

A THE FEES FOR INDIVIDUAL TRANSACTIONS ARE WAIVED IF YOUR
ACCOUNT BALANCE AT THE TIME OF THE TRANSACTION IS $50,000 OR MORE.

B YOU WILL NOT PAY AN EXCHANGE FEE IF YOU EXCHANGE THROUGH ANY
OF FIDELITY'S AUTOMATED EXCHANGE SERVICES.

ANNUAL FUND OPERATING EXPENSES (PAID FROM FUND ASSETS)

SPARTAN U.S. TREASURY MONEY Management fee 0.45%
MARKET

Distribution and Service None
(12b-1) fee

Other expenses 0.02%

Total annual fund operating 0.47%
expenses

SPARTAN U.S. GOVERNMENT MONEY Management fee 0.45%
MARKET

Distribution and Service None
(12b-1) fee

Other expenses 0.00%

Total annual fund operating 0.45%
expenses

SPARTAN MONEY MARKET Management fee 0.45%

Distribution and Service None
(12b-1) fee

Other expenses 0.00%

Total annual fund operating 0.45%
expenses

FMR has entered into arrangements on behalf of each fund with the
fund's custodian and transfer agent whereby credits realized as a
result of uninvested cash balances are used to reduce fund expenses.
Including these reductions, the total fund operating expenses would
have been 0.46 % for Spartan U.S. Treasury Money Market and
0.44 % for Spartan U.S. Government Money Market .

This EXAMPLE helps you compare the cost of investing in the funds with
the cost of investing in other mutual funds.

Let's say, hypothetically, that each fund's annual return is 5% and
that your shareholder fees and each fund's annual operating expenses
are exactly as described in the fee table. This example illustrates
the effect of fees and expenses, but is not meant to suggest actual or
expected fees and expenses or returns, all of which may vary. For
every $10,000 you invested, here's how much you would pay in total
expenses if you close your account after the number of years indicated
and if you leave your account open:

Account open Account closed

SPARTAN U.S. TREASURY MONEY 1 year $ 48 $ 53
MARKET

3 years $ 151 $ 156

5 years $ 263 $ 268

10 years $ 591 $ 596

SPARTAN U.S. GOVERNMENT MONEY 1 year $ 46 $ 51
MARKET

3 years $ 144 $ 149

5 years $ 252 $ 257

10 years $ 567 $ 572

SPARTAN MONEY MARKET 1 year $ 46 $ 51

3 years $ 144 $ 149

5 years $ 252 $ 257

10 years $ 567 $ 572

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

SPARTAN U.S. TREASURY MONEY MARKET FUND seeks as high a level of
current income as is consistent with the security of principal and
liquidity.

PRINCIPAL INVESTMENT STRATEGIES

FMR invests the funds assets in U.S. Treasury securities. FMR reserves
the right to enter into repurchase agreements for U.S. Treasury
securities for the fund, although it does not anticipate doing so. FMR
also may enter into reverse repurchase agreements for the fund. FMR
normally invests the fund's assets in securities whose interest is
specifically exempt from state and local income taxes under federal
law; such interest is not exempt from federal income tax.

In buying and selling securities for the fund, FMR complies with
industry-standard requirements for money market funds regarding the
quality, maturity and diversification of the fund's investments. FMR
stresses maintaining a stable $1.00 share price, liquidity and income.

INVESTMENT OBJECTIVE

SPARTAN U.S. GOVERNMENT MONEY MARKET FUND seeks as high a level of
current income as is consistent with preservation of capital and
liquidity.

PRINCIPAL INVESTMENT STRATEGIES

FMR invests the funds assets in U.S. Government securities and
repurchase agreements for those securities. FMR also may enter into
reverse repurchase agreements for the fund.

INVESTMENT OBJECTIVE

SPARTAN MONEY MARKET FUND seeks as high a level of current income as
is consistent with preservation of capital and liquidity.
PRINCIPAL INVESTMENT STRATEGIES

FMR invests the fund's assets in U.S. dollar-denominated money
market securities of domestic and foreign issuers and repurchase
agreements. FMR also may enter into reverse repurchase agreements for
the fund.

FMR will invest more than 25% of the fund's total assets in the
financial services industry.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

MONEY MARKET SECURITIES are high-quality, short-term securities that
pay a fixed, variable or floating interest rate. Securities are often
specifically structured so that they are eligible investments for a
money market fund. For example, in order to satisfy the maturity
restrictions for a money market fund, some money market securities
have demand or put features which have the effect of shortening the
security's maturity. Money market securities include bank certificates
of deposit, bank acceptances, bank time deposits, notes, commercial
paper and U.S. Government securities.

U.S. GOVERNMENT SECURITIES are high-quality securities issued or
guaranteed by the U.S. Treasury or by an agency or instrumentality of
the U.S. Government. U.S. Government securities may be backed by the
full faith and credit of the U.S. Treasury, the right to borrow from
the U.S. Treasury, or the agency or instrumentality issuing or
guaranteeing the security.

A REPURCHASE AGREEMENT is an agreement to buy a security at one price
and a simultaneous agreement to sell it back at an agreed-upon price.

PRINCIPAL INVESTMENT RISKS

Many factors affect each fund's performance. A fund's yield will
change daily based on changes in interest rates and other market
conditions. Although each fund is managed to maintain a stable $1.00
share price, there is no guarantee that the fund will be able to do
so. For example, a major increase in interest rates or a decrease in
the credit quality of the issuer of one of a fund's investments could
cause the fund's share price to decrease. While the funds will be
charged premiums by a mutual insurance company for coverage of
specified types of losses related to default or bankruptcy on certain
securities, a fund may incur losses regardless of the insurance. It is
important to note that neither the funds' share prices nor their
yields are guaranteed by the U.S. Government.

The following factors may significantly affect a fund's performance:

INTEREST RATE CHANGES. Money market securities have varying levels of
sensitivity to changes in interest rates. In general, the price of a
money market security can fall when interest rates rise and can rise
when interest rates fall. Securities with longer maturities and the
securities of issuers in the financial services sector can be more
sensitive to interest rate changes. Short-term securities tend to
react to changes in short-term interest rates.

FOREIGN EXPOSURE. Issuers located in foreign countries and entities
located in foreign countries that provide credit support or a
maturity-shortening structure can involve increased risks. Extensive
public information about the issuer or provider may not be available
and unfavorable political, economic or governmental developments could
affect the value of the security.

FINANCIAL SERVICES EXPOSURE. Financial services companies are highly
dependent on the supply of short-term financing. The value of
securities of issuers in the financial services sector can be
sensitive to changes in government regulation and interest rates and
to economic downturns in the United States and abroad.

ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of issuer, and changes in general economic or
political conditions can affect the credit quality or value of an
issuer's securities. Entities providing credit support or a
maturity-shortening structure also can be affected by these types of
changes. If the structure of a security fails to function as intended,
the security could decline in value.

FUNDAMENTAL INVESTMENT POLICIES

The policies discussed below are fundamental, that is, subject to
change only by shareholder approval.

SPARTAN U.S. TREASURY MONEY MARKET FUND seeks as high a level of
current income as is consistent with the security of principal and
liquidity.

SPARTAN U.S. GOVERNMENT MONEY MARKET FUND seeks as high a level of
current income as is consistent with preservation of capital and
liquidity.

SPARTAN MONEY MARKET FUND seeks as high a level of current income as
is consistent with preservation of capital and liquidity.
VALUING SHARES

Each fund is open for business each day the New York Stock Exchange
(NYSE) is open.

Each fund's net asset value per share (NAV) is the value of a single
share. Fidelity normally calculates each fund's NAV as of the close of
business of the NYSE, normally 4:00 p.m. Eastern time. However, NAV
may be calculated earlier if trading on the NYSE is restricted or as
permitted by the Securities and Exchange Commission (SEC). Each fund's
assets are valued as of this time for the purpose of computing the
fund's NAV.

To the extent that each fund's assets are traded in other markets on
days when the NYSE is closed, the value of the fund's assets may be
affected on days when the fund is not open for business. In addition,
trading in some of a fund's assets may not occur on days when the fund
is open for business.

Each fund's assets are valued on the basis of amortized cost.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

GENERAL INFORMATION

Fidelity Investments was established in 1946 to manage one of
America's first mutual funds. Today, Fidelity is the largest mutual
fund company in the country, and is known as an innovative provider of
high-quality financial services to individuals and institutions.

In addition to its mutual fund business, the company operates one of
America's leading discount brokerage firms, Fidelity Brokerage
Services, Inc. (FBSI). Fidelity is also a leader in providing
tax-advantaged retirement plans for individuals investing on their own
or through their employer.

For account, product and service information, please use the following
Web site and phone numbers:

(small solid bullet) For information over the Internet, visit
Fidelity's Web site at www.fidelity.com.

(small solid bullet) For accessing account information automatically
by phone, use TouchTone Xpress(registered trademark), 1-800-544-5555.

(small solid bullet) For exchanges and redemptions, 1-800-544-7777.

(small solid bullet) For account assistance, 1-800-544-6666.

(small solid bullet) For mutual fund and retirement information,
1-800-544-8888.

(small solid bullet) For brokerage information, 1-800-544-7272.

(small solid bullet) TDD - Service for the Deaf and Hearing-Impaired,
1-800-544-0118 (9:00 a.m. - 9:00 p.m. Eastern time).

Please use the following addresses:

BUYING SHARES

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

OVERNIGHT EXPRESS

Fidelity Investments
2300 Litton Lane - KH1A
Hebron, KY 41048

SELLING SHARES

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

OVERNIGHT EXPRESS

Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75039-5517

You may buy or sell shares of the funds through a retirement account
or an investment professional. If you invest through a retirement
account or an investment professional, the procedures for buying,
selling and exchanging shares of a fund and the account features and
policies may differ. Additional fees may also apply to your investment
in a fund, including a transaction fee if you buy or sell shares of
the fund through a broker or other investment professional.

Certain methods of contacting Fidelity, such as by telephone or
electronically, may be unavailable or delayed (for example, during
periods of unusual market activity). In addition, the level and type
of service available may be restricted based on criteria established
by Fidelity.

The different ways to set up (register) your account with Fidelity are
listed in the following table.

WAYS TO SET UP YOUR ACCOUNT

INDIVIDUAL OR JOINT TENANT

FOR YOUR GENERAL INVESTMENT NEEDS

RETIREMENT

FOR TAX-ADVANTAGED RETIREMENT SAVINGS

(solid bullet) TRADITIONAL INDIVIDUAL RETIREMENT ACCOUNTS (IRAS)

(solid bullet) ROTH IRAS

(solid bullet) ROLLOVER IRAS

(solid bullet) 401(K) PLANS AND CERTAIN OTHER 401(A)-QUALIFIED PLANS

(solid bullet) KEOGH PLANS

(solid bullet) SIMPLE IRAS

(solid bullet) SIMPLIFIED EMPLOYEE PENSION PLANS (SEP-IRAS)

(solid bullet) SALARY REDUCTION SEP-IRAS (SARSEPS)

(solid bullet) 403(B) CUSTODIAL ACCOUNTS

(solid bullet) DEFERRED COMPENSATION PLANS (457 PLANS)

GIFTS OR TRANSFERS TO A MINOR (UGMA, UTMA)

TO INVEST FOR A CHILD'S EDUCATION OR OTHER FUTURE NEEDS

TRUST

FOR MONEY BEING INVESTED BY A TRUST

BUSINESS OR ORGANIZATION

FOR INVESTMENT NEEDS OF CORPORATIONS, ASSOCIATIONS, PARTNERSHIPS OR
OTHER GROUPS

BUYING SHARES

The price to buy one share of each fund is the fund's NAV. Each fund's
shares are sold without a sales charge.

Your shares will be bought at the next NAV calculated after your
investment is received in proper form.

Short-term or excessive trading into and out of a fund may harm
performance by disrupting portfolio management strategies and by
increasing expenses. Accordingly, a fund may reject any purchase
orders, including exchanges, particularly from market timers or
investors who, in FMR's opinion, have a pattern of short-term or
excessive trading or whose trading has been or may be disruptive to
that fund. For these purposes, FMR may consider an investor's trading
history in that fund or other Fidelity funds, and accounts under
common ownership or control.

Each fund may stop offering shares completely or may offer shares only
on a limited basis, for a period of time or permanently.

When you place an order to buy shares, note the following:

(small solid bullet) All of your purchases must be made in U.S.
dollars and checks must be drawn on U.S. banks.

(small solid bullet) Fidelity does not accept cash.

(small solid bullet) When making a purchase with more than one check,
each check must have a value of at least $50.

(small solid bullet) Fidelity reserves the right to limit the number
of checks processed at one time.

(small solid bullet) If your check does not clear, your purchase will
be canceled and you could be liable for any losses or fees a fund or
Fidelity has incurred.

MINIMUMS

TO OPEN AN ACCOUNT $20,000
For certain Fidelity retirement accountsA $10,000
TO ADD TO AN ACCOUNT $1,000
Through regular investment plans $500
MINIMUM BALANCE $10,000
For certain Fidelity retirement accountsA $5,000

A FIDELITY TRADITIONAL IRA, ROTH IRA, ROLLOVER IRA, SEP-IRA, AND KEOGH
ACCOUNTS.

There is no minimum account balance or initial or subsequent purchase
minimum for investments through Fidelity Portfolio Advisory Services
SM, a qualified state tuition program, certain Fidelity retirement
accounts funded through salary deduction, or accounts opened with the
proceeds of distributions from such retirement accounts. In addition,
each fund may waive or lower purchase minimums in other circumstances.

KEY INFORMATION

PHONE 1-800-544-7777 TO OPEN AN ACCOUNT

(small solid bullet) Exchange
from another Fidelity fund.
Call the phone number at left.

TO ADD TO AN ACCOUNT

(small solid bullet) Exchange
from another Fidelity fund.
Call the phone number at left.

(small solid bullet) Use
Fidelity Money
Line(registered trademark)
to transfer from your bank
account.

INTERNET WWW.FIDELITY.COM TO OPEN AN ACCOUNT

(small solid bullet) Complete
and sign the application.
Make your check payable to
the complete name of the
fund. Mail to the address
under "Mail" below.
TO ADD TO AN ACCOUNT

(small solid bullet) Exchange
from another Fidelity fund.

(small solid bullet) Use
Fidelity Money Line to
transfer from your bank
account.

MAIL FIDELITY INVESTMENTS TO OPEN AN ACCOUNT
P.O. BOX 770001 CINCINNATI, (small solid bullet) Complete
OH 45277-0002 and sign the application.
Make your check payable to
the complete name of the
fund. Mail to the address at
left.

TO ADD TO AN ACCOUNT

(small solid bullet) Make
your check payable to the
complete name of the fund.
Indicate your fund account
number on your check and
mail to the address at left.

(small solid bullet) Exchange
from another Fidelity fund.
Send a letter of instruction
to the address at left,
including your name, the
funds' names, the fund
account numbers, and the
dollar amount or number of
shares to be exchanged.

IN PERSON TO OPEN AN ACCOUNT

(small solid bullet) Bring
your application and check
to a Fidelity Investor
Center. Call 1-800-544-9797
for the center nearest you.

TO ADD TO AN ACCOUNT

(small solid bullet) Bring
your check to a Fidelity
Investor Center. Call
1-800-544-9797 for the
center nearest you.

WIRE TO OPEN AN ACCOUNT

(small solid bullet) Call
1-800-544-7777 to set up
your account and to arrange
a wire transaction.

(small solid bullet) Wire
within 24 hours to: Bankers
Trust Company, Bank Routing
# 021001033, Account #
00163053.

(small solid bullet) Specify
the complete name of the
fund and include your new
fund account number and your
name.

TO ADD TO AN ACCOUNT

(small solid bullet) Wire to:
Bankers Trust Company, Bank
Routing # 021001033, Account
# 00163053.

(small solid bullet) Specify
the complete name of the
fund and include your fund
account number and your name.

AUTOMATICALLY TO OPEN AN ACCOUNT

(small solid bullet) Not
available.

TO ADD TO AN ACCOUNT

(small solid bullet) Use
Fidelity Automatic Account
Builder(registered
trademark) or Direct Deposit.

(small solid bullet) Use
Fidelity Automatic Exchange
Service to exchange from a
Fidelity money market fund.

SELLING SHARES

The price to sell one share of each fund is the fund's NAV.

Your shares will be sold at the next NAV calculated after your order
is received in proper form.

Certain requests must include a signature guarantee. It is designed to
protect you and Fidelity from fraud. Your request must be made in
writing and include a signature guarantee if any of the following
situations apply:

(small solid bullet) You wish to sell more than $100,000 worth of
shares;

(small solid bullet) Your account registration has changed within the
last 30 days;

(small solid bullet) The check is being mailed to a different address
than the one on your account (record address);

(small solid bullet) The check is being made payable to someone other
than the account owner; or

(small solid bullet) The redemption proceeds are being transferred to
a Fidelity account with a different registration.

You should be able to obtain a signature guarantee from a bank, broker
(including Fidelity Investor Centers), dealer, credit union (if
authorized under state law), securities exchange or association,
clearing agency, or savings association. A notary public cannot
provide a signature guarantee.

When you place an order to sell shares, note the following:

(small solid bullet) If you are selling some but not all of your
shares, leave at least $10,000 worth of shares in the account to keep
it open ($500 for retirement accounts), except accounts not subject to
account minimums.

(small solid bullet) Normally, Fidelity will process redemptions by
the next business day, but Fidelity may take up to seven days to
process redemptions if making immediate payment would adversely affect
a fund.

(small solid bullet) Redemption proceeds (other than exchanges) may be
delayed until money from prior purchases sufficient to cover your
redemption has been received and collected. This can take up to seven
business days after a purchase.

(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends or holidays),
when trading on the NYSE is restricted, or as permitted by the SEC.

(small solid bullet) Redemption proceeds may be paid in securities or
other assets rather than in cash if the Board of Trustees determines
it is in the best interests of a fund.

(small solid bullet) If you sell shares by writing a check and the
amount of the check is greater than the value of your account, your
check will be returned to you and you may be subject to additional
charges.

(small solid bullet) You will not receive interest on amounts
represented by uncashed redemption checks.

(small solid bullet) Unless otherwise instructed, Fidelity will send a
check to the record address.

KEY INFORMATION

PHONE 1-800-544-7777 (small solid bullet) Call the
phone number at left to
initiate a wire transaction
or to request a check for
your redemption.

(small solid bullet) Use
Fidelity Money Line to
transfer to your bank account.

(small solid bullet) Exchange
to another Fidelity fund.
Call the phone number at left.

INTERNET WWW.FIDELITY.COM (small solid bullet) Exchange
to another Fidelity fund.

(small solid bullet) Use
Fidelity Money Line to
transfer to your bank account.

MAIL FIDELITY INVESTMENTS INDIVIDUAL, JOINT TENANT,
P.O. BOX 660602 DALLAS, TX SOLE PROPRIETORSHIP, UGMA,
75266-0602 UTMA

(small solid bullet) Send a
letter of instruction to the
address at left, including
your name, the fund's name,
your fund account number,
and the dollar amount or
number of shares to be sold.
The letter of instruction
must be signed by all
persons required to sign for
transactions, exactly as
their names appear on the
account.

RETIREMENT ACCOUNT

(small solid bullet) The
account owner should
complete a retirement
distribution form. Call
1-800-544-6666 to request one.

TRUST

(small solid bullet) Send a
letter of instruction to the
address at left, including
the trust's name, the fund's
name, the trust's fund
account number, and the
dollar amount or number of
shares to be sold. The
trustee must sign the letter
of instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.

BUSINESS OR ORGANIZATION

(small solid bullet) Send a
letter of instruction to the
address at left, including
the firm's name, the fund's
name, the firm's fund
account number, and the
dollar amount or number of
shares to be sold. At least
one person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN

(small solid bullet) Call
1-800-544-6666 for
instructions.

IN PERSON INDIVIDUAL, JOINT TENANT,
SOLE PROPRIETORSHIP, UGMA,
UTMA

(small solid bullet) Bring a
letter of instruction to a
Fidelity Investor Center.
Call 1-800-544-9797 for the
center nearest you. The
letter of instruction must
be signed by all persons
required to sign for
transactions, exactly as
their names appear on the
account.

RETIREMENT ACCOUNT

(small solid bullet) The
account owner should
complete a retirement
distribution form. Visit a
Fidelity Investor Center to
request one. Call
1-800-544-9797 for the
center nearest you.

TRUST

(small solid bullet) Bring a
letter of instruction to a
Fidelity Investor Center.
Call 1-800-544-9797 for the
center nearest you. The
trustee must sign the letter
of instruction indicating
capacity as trustee. If the
trustee's name is not in the
account registration,
provide a copy of the trust
document certified within
the last 60 days.

BUSINESS OR ORGANIZATION

(small solid bullet) Bring a
letter of instruction to a
Fidelity Investor Center.
Call 1-800-544-9797 for the
center nearest you. At least
one person authorized by
corporate resolution to act
on the account must sign the
letter of instruction.

(small solid bullet) Include
a corporate resolution with
corporate seal or a
signature guarantee.

EXECUTOR, ADMINISTRATOR,
CONSERVATOR, GUARDIAN

(small solid bullet) Visit a
Fidelity Investor Center for
instructions. Call
1-800-544-9797 for the
center nearest you.

CHECK (small solid bullet) Write a
check to sell shares from
your account.

EXCHANGING SHARES

An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.

As a shareholder, you have the privilege of exchanging shares of a
fund for shares of other Fidelity funds.

However, you should note the following policies and restrictions
governing exchanges:

(small solid bullet) The fund you are exchanging into must be
available for sale in your state.

(small solid bullet) You may exchange only between accounts that are
registered in the same name, address, and taxpayer identification
number.

(small solid bullet) Before exchanging into a fund, read its
prospectus.

(small solid bullet) You may pay a $5.00 fee for each exchange out of
the funds, unless you place your transaction through Fidelity's
automated exchange services.

(small solid bullet) Exchanges may have tax consequences for you.

(small solid bullet) The fund may temporarily or permanently terminate
the exchange privilege of any investor who makes more than four
exchanges out of the fund per calendar year.

(small solid bullet) Each fund may temporarily or permanently
terminate the exchange privilege of any investor who makes more than
four exchanges out of the fund per calendar year . Accounts under
common ownership or control will be counted together for purposes of
the four exchange limit.

(small solid bullet) The exchange limit may be modified for accounts
held by certain institutional retirement plans to conform to plan
exchange limits and Department of Labor regulations. See your plan
materials for further information.

(small solid bullet) Each fund may refuse exchange purchases by any
person or group if, in FMR's judgment, the fund would be unable to
invest the money effectively in accordance with its investment
objective and policies, or would otherwise potentially be adversely
affected.

The funds may terminate or modify the exchange privileges in the
future.

Other funds may have different exchange restrictions, and may
impose trading fees of up to 3.00% of the amount exchanged. Check each
fund's prospectus for details.

ACCOUNT FEATURES AND POLICIES

FEATURES

The following features are available to buy and sell shares of the
funds.

AUTOMATIC INVESTMENT PROGRAMS. Fidelity offers convenient services
that let you automatically transfer money into your account or between
accounts. While automatic investment programs do not guarantee a
profit and will not protect you against loss in a declining market,
they can be an excellent way to invest for retirement, a home,
educational expenses, and other long-term financial goals. Automatic
exchange programs can be a convenient way to move money between your
investments.

<TABLE>
<CAPTION>
<S> <C> <C>
FIDELITY AUTOMATIC ACCOUNT
BUILDER(registered
trademark) TO MOVE MONEY
FROM YOUR BANK ACCOUNT TO A
FIDELITY FUND.

MINIMUM FREQUENCY PROCEDURES

$500 Monthly or quarterly (small solid bullet) To set
up for a new account,
complete the appropriate
section on the fund
application.

(small solid bullet) To set
up for existing accounts,
call 1-800-544-6666 or visit
Fidelity's Web site for an
application.

(small solid bullet) To make
changes, call 1-800-544-6666
at least three business days
prior to your next scheduled
investment date.

DIRECT DEPOSIT TO SEND ALL OR
A PORTION OF YOUR PAYCHECK
OR GOVERNMENT CHECK TO A
FIDELITY FUND.

MINIMUM FREQUENCY PROCEDURES

$500 Every pay period (small solid bullet) To set
up for a new account, check
the appropriate box on the
fund application.

(small solid bullet) To set
up for an existing account,
call 1-800-544-6666 or visit
Fidelity's Web site for an
authorization form.

(small solid bullet) To make
changes you will need a new
authorization form. Call
1-800-544-6666 or visit
Fidelity's Web site to
obtain one.

FIDELITY AUTOMATIC EXCHANGE
SERVICE TO MOVE MONEY FROM A
FIDELITY MONEY MARKET FUND
TO ANOTHER FIDELITY FUND.

MINIMUM FREQUENCY PROCEDURES

$500 Monthly, bimonthly, (small solid bullet) To set
quarterly, or annually up, call 1-800-544-6666
after both accounts are
opened.

(small solid bullet) To make
changes, call 1-800-544-6666
at least three business days
prior to your next scheduled
exchange date.

</TABLE>

OTHER FEATURES. The following other features are also available to buy
and sell shares of the funds.

WIRE

TO PURCHASE AND SELL SHARES VIA THE FEDERAL RESERVE WIRE SYSTEM.

(small solid bullet) You must sign up for the Wire feature before
using it. Complete the appropriate section on the application when
opening your account, or call 1-800-544-7777 to add the feature after
your account is opened. Call 1-800-544-7777 before your first use to
verify that this feature is set up on your account.

(small solid bullet) To sell shares by wire, you must designate the
U.S. commercial bank account(s) into which you wish the redemption
proceeds deposited.

(small solid bullet) There may be a $5.00 fee for each wire purchase.

(small solid bullet) There may be a $5.00 fee for each wire
redemption.

FIDELITY MONEY LINE

TO TRANSFER MONEY BETWEEN YOUR BANK ACCOUNT AND YOUR FUND ACCOUNT.

(small solid bullet) You must sign up for the Money Line feature
before using it. Complete the appropriate section on the application
and then call 1-800-544-7777 or visit Fidelity's Web site before your
first use to verify that this feature is set up on your account.

(small solid bullet) Most transfers are complete within three business
days of your call.

(small solid bullet) Maximum purchase: $100,000

FIDELITY ON-LINE XPRESS+(registered trademark)

TO MANAGE YOUR INVESTMENTS THROUGH YOUR PC.

CALL 1-800-544-7272 OR VISIT FIDELITY'S WEB SITE FOR MORE INFORMATION.

(small solid bullet) For account balances and holdings;

(small solid bullet) To review recent account history;

(small solid bullet) For mutual fund and brokerage trading; and

(small solid bullet) For access to research and analysis tools.

FIDELITY ONLINE TRADING

TO ACCESS AND MANAGE YOUR ACCOUNT OVER THE INTERNET AT FIDELITY'S WEB
SITE.

(small solid bullet) For account balances and holdings;

(small solid bullet) To review recent account history;

(small solid bullet) To obtain quotes;

(small solid bullet) For mutual fund and brokerage trading; and

(small solid bullet) To access third-party research on companies,
stocks, mutual funds and the market.

TOUCHTONE XPRESS(registered trademark)

TO ACCESS AND MANAGE YOUR ACCOUNT AUTOMATICALLY BY PHONE.

CALL 1-800-544-5555.

(small solid bullet) For account balances and holdings;

(small solid bullet) For mutual fund and brokerage trading;

(small solid bullet) To obtain quotes;

(small solid bullet) To review orders and mutual fund activity; and

(small solid bullet) To change your personal identification number
(PIN).

CHECKWRITING

TO REDEEM SHARES FROM YOUR ACCOUNT.

(small solid bullet) To set up, complete the appropriate section on
the application.

(small solid bullet) All account owners must sign a signature card to
receive a checkbook.

(small solid bullet) You may write an unlimited number of checks.

(small solid bullet) Minimum check amount: $ 1,000 .

(small solid bullet) Do not try to close out your account by check.

(small solid bullet) To obtain more checks, call Fidelity at
1-800-544-6666.

POLICIES

The following policies apply to you as a shareholder.

STATEMENTS AND REPORTS that Fidelity sends to you include the
following:

(small solid bullet) Confirmation statements (after transactions
affecting your account balance except reinvestment of distributions in
the fund or another fund and certain transactions through automatic
investment or withdrawal programs).

(small solid bullet) Monthly or quarterly account statements
(detailing account balances and all transactions completed during the
prior month or quarter).

(small solid bullet) Financial reports (every six months).

To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed to your household, even if you have more
than one account in a fund. Call Fidelity at 1-800-544-8544 if you
need additional copies of financial reports or prospectuses.

Electronic copies of most financial reports and prospectuses are
available at Fidelity's Web site. To participate in Fidelity's
electronic delivery program, call Fidelity or visit Fidelity's Web
site for more information.

You may initiate many TRANSACTIONS BY TELEPHONE OR ELECTRONICALLY.
Fidelity will not be responsible for any losses resulting from
unauthorized transactions if it follows reasonable security procedures
designed to verify the identity of the investor. Fidelity will request
personalized security codes or other information, and may also record
calls. For transactions conducted through the Internet, Fidelity
recommends the use of an Internet browser with 128-bit encryption. You
should verify the accuracy of your confirmation statements immediately
after you receive them. If you do not want the ability to sell and
exchange by telephone, call Fidelity for instructions.

When you sign your ACCOUNT APPLICATION, you will be asked to certify
that your social security or taxpayer identification number is correct
and that you are not subject to 31% backup withholding for failing to
report income to the IRS. If you violate IRS regulations, the IRS can
require a fund to withhold 31% of your taxable distributions and
redemptions.

Fidelity may deduct an ANNUAL MAINTENANCE FEE of $12.00 from accounts
with a value of less than $2,500, subject to an annual maximum charge
of $24.00 per shareholder. It is expected that accounts will be valued
on the second Friday in November of each year. Accounts opened after
September 30 will not be subject to the fee for that year. The fee,
which is payable to Fidelity, is designed to offset in part the
relatively higher costs of servicing smaller accounts. This fee will
not be deducted from Fidelity brokerage accounts, retirement accounts
(except non-prototype retirement accounts), accounts using regular
investment plans, or if total assets with Fidelity exceed $30,000.
Eligibility for the $30,000 waiver is determined by aggregating
accounts with Fidelity maintained by Fidelity Service Company, Inc. or
FBSI which are registered under the same social security number or
which list the same social security number for the custodian of a
Uniform Gifts/Transfers to Minors Act account.

The FEES FOR INDIVIDUAL TRANSACTIONS are waived if your account
balance at the time of the transaction is $50,000 or more. Otherwise,
you should note the following:

(small solid bullet) The $2.00 checkwriting fee will be deducted from
your account.

(small solid bullet) The $5.00 exchange fee will be deducted from the
amount of your exchange.

(small solid bullet) The $5.00 wire transaction fee will be deducted
from the amount of your wire.

(small solid bullet) The $5.00 account closeout fee does not apply to
exchanges or wires.

Fidelity may charge a FEE FOR CERTAIN SERVICES, such as providing
historical account documents.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

Each fund earns interest, dividends and other income from its
investments, and distributes this income (less expenses) to
shareholders as dividends. Each fund may also realize capital
gain s from its investments, and distributes these gains (less
losses), if any, to shareholders as capital gain distributions.

Distributions you receive from each fund consist primarily of
dividends. Each fund normally declares dividends daily and pays them
monthly.

EARNING DIVIDENDS

Shares begin to earn dividends on the first business day following the
day of purchase.

Shares earn dividends until, but not including, the next business day
following the day of redemption.

DISTRIBUTION OPTIONS

When you open an account, specify on your application how you want to
receive your distributions. The following options may be available for
each fund's distributions:

1. REINVESTMENT OPTION. Your dividends and capital gain distributions,
if any, will be automatically reinvested in additional shares of the
fund. If you do not indicate a choice on your application, you will be
assigned this option.

2. CASH OPTION. Your dividends and capital gain distributions, if any,
will be paid in cash.

3. DIRECTED DIVIDENDS(registered trademark) OPTION. Your dividends
will be automatically invested in shares of another identically
registered Fidelity fund. Your capital gain distributions, if any,
will be automatically invested in shares of another identically
registered Fidelity fund, automatically reinvested in additional
shares of the fund, or paid in cash.

Not all distribution options are available for every account. If the
option you prefer is not listed on your account application, or if you
want to change your current option, call Fidelity.

If you elect to receive distributions paid in cash by check and the
U.S. Postal Service does not deliver your checks, your distribution
option may be converted to the Reinvestment Option. You will not
receive interest on amounts represented by uncashed distribution
checks.

TAX CONSEQUENCES

As with any investment, your investment in a fund could have tax
consequences for you. If you are not investing through a
tax-advantaged retirement account, you should consider these tax
consequences.

Distributions you receive from each fund are subject to federal income
tax, and may also be subject to state or local taxes.

For federal tax purposes, each fund's dividends and distributions of
short-term capital gains are taxable to you as ordinary income. Each
fund's distributions of long-term capital gains, if any, are taxable
to you generally as capital gains.

Any taxable distributions you receive from a fund will normally be
taxable to you when you receive them, regardless of your distribution
option. If you elect to receive distributions in cash or to invest
distributions automatically in shares of another Fidelity fund, you
will receive certain December distributions in January, but
those distributions will be taxable as if you received them on
December 31.

FUND SERVICES

FUND MANAGEMENT

Each fund is a mutual fund, an investment that pools shareholders'
money and invests it toward a specified goal.

FMR is each fund's manager.

As of March 25, 1999, FMR had approximately $ 521.7
billion in discretionary assets under management.

As the manager, FMR is responsible for choosing the funds' investments
and handling their business affairs.

Fidelity Investments Money Management, Inc. (FIMM), in Merrimack, New
Hampshire, serves as sub-adviser for each fund. FIMM is primarily
responsible for choosing investments for each fund.

FIMM is an affiliate of FMR. As of March 29, 1999, FIMM had
approximately $159.8 billion in discretionary assets under
management.

A fund could be adversely affected if the computer systems used by FMR
and other service providers do not properly process and calculate
date-related information from and after January 1, 2000. FMR has
advised each fund that it is actively working on necessary changes to
its computer systems and expects that its systems, and those of other
major service providers, will be modified prior to January 1, 2000.
However, there can be no assurance that there will be no adverse
impact on a fund.

From time to time a manager, analyst or other Fidelity employee may
express views regarding a particular company, security, industry or
market sector. The views expressed by any such person are the views of
only that individual as of the time expressed and do not necessarily
represent the views of Fidelity or any other person in the Fidelity
organization. Any such views are subject to change at any time based
upon market or other conditions and Fidelity disclaims any
responsibility to update such views. These views may not be relied on
as investment advice and, because investment decisions for a Fidelity
fund are based on numerous factors, may not be relied on as an
indication of trading intent on behalf of any Fidelity fund.

Fidelity investment personnel may invest in securities for their own
investment accounts pursuant to a code of ethics that establishes
procedures for personal investing and restricts certain transactions.

Each fund pays a management fee to FMR. The management fee is
calculated and paid to FMR every month. FMR pays all of the other
expenses of each fund with limited exceptions.

Each fund's annual management fee rate is 0.45% of its average net
assets.

FMR pays FIMM for providing assistance with investment advisory
services.

FMR may, from time to time, agree to reimburse the funds for
management fees above a specified limit. FMR retains the ability to be
repaid by a fund if expenses fall below the specified limit prior to
the end of the fiscal year. Reimbursement arrangements which may be
terminated by FMR at any time, can decrease a fund's expenses and
boost its performance.

FUND DISTRIBUTION

Fidelity Distributors Corporation (FDC) distributes each fund's
shares.

Each fund has adopted a Distribution and Service Plan pursuant to Rule
12b-1 under the Investment Company Act of 1940 that recognizes that
FMR may use its management fee revenues, as well as its past profits
or its resources from any other source, to pay FDC for expenses
incurred in connection with providing services intended to result in
the sale of fund shares and/or shareholder support services. FMR,
directly or through FDC, may pay intermediaries, such as banks,
broker-dealers and other service-providers, that provide those
services. Currently, the Board of Trustees of each fund has authorized
such payments.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

FMR may allocate brokerage transactions in a manner that takes into
account the sale of shares of a fund, provided that the fund receives
brokerage services and commission rates comparable to those of other
broker-dealers.

No dealer, sales representative, or any other person has been
authorized to give any information or to make any representations,
other than those contained in this prospectus and in the
related s tatement of a dditional i nformation
(SAI), in connection with the offer contained in this
p rospectus. If given or made, such other information or
representations must not be relied upon as having been authorized by
the funds or FDC. This p rospectus and the related SAI do not
constitute an offer by the funds or by FDC to sell shares of the funds
to or to buy shares of the funds from any person to whom it is
unlawful to make such offer.

APPENDIX

FINANCIAL HIGHLIGHTS

The financial highlights table s are intended to help you
understand each fund's financial history for the past 5 years. Certain
information reflects financial results for a single fund share. Total
returns for each period include the reinvestment of all dividends and
distributions. This information has been audited by
PricewaterhouseCoopers LLP , independent accountants, whose
report, along with each fund's financial highlights and financial
statements, are included in each fund's annual report. A free copy of
each annual report is available upon request.

SPARTAN U.S. TREASURY MONEY MARKET

Years ended April 30, 1999 1998 1997 1996 1995 F 1994 G

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
period

Income from Investment .046 .050 .048 .051 .036 .030
Operations Net interest
income

Less Distributions

From net interest income . . . (.046) (.050) (.048) (.051) (.036) (.030)

Net asset value, end of $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
period . .

TOTAL RETURN B, C 4.67% 5.08% 4.92% 5.25% 3.66% 2.99%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 2,090 $ 1,913 $ 1,911 $ 1,795 $ 1,678 $ 1,556
(in millions)

Ratio of expenses to average .47% .46% .45% .45% .45% A, D .45% D
net assets

Ratio of expenses to average .46% E .46% .45% .43% E .45% A .45%
net assets after expense
reductions . .

Ratio of net interest income 4.57% 4.96% 4.82% 5.14% 4.85% A 2.94%
to average net assets

</TABLE>

A ANNUALIZED.

B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

C TOTAL RETURNS DO NOT INCLUDE THE ACCOUNT CLOSEOUT FEE AND FOR
PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.

D FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD
HAVE BEEN HIGHER.

E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S
EXPENSES.

F NINE MONTHS ENDED APRIL 30.

G YEAR ENDED JULY 31.

SPARTAN U.S. GOVERNMENT MONEY MARKET

Years ended April 30, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
period

Income from Investment .049 .052 .050 .054 .047
Operations Net interest
income

Less Distributions

From net interest income (.049) (.052) (.050) (.054) (.047)

Net asset value, end of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN A, B 5.02% 5.37% 5.16% 5.52% 4.79%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 847,333 $ 773,172 $ 815,751 $ 761,475 $ 707,194
(000 omitted)

Ratio of expenses to average .45% .45% .45% .45% .45%
net assets

Ratio of expenses to average .44% C .45% .45% .41% C .45%
net assets after expense
reductions

Ratio of net interest income 4.90% 5.24% 5.02% 5.42% 4.67%
to average net assets

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

B TOTAL RETURNS DO NOT INCLUDE THE ACCOUNT CLOSEOUT FEE.

C FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S
EXPENSES.

SPARTAN MONEY MARKET

Years ended April 30, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
period

Income from Investment .050 .053 .051 .054 .049
Operations Net interest
income

Less Distributions

From net interest income (.050) (.053) (.051) (.054) (.049)

Net asset value, end of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN A, B 5.12% 5.43% 5.21% 5.57% 4.97%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 9,508 $ 8,863 $ 9,300 $ 8,451 $ 7,635
millions)

Ratio of expenses to average .45% .45% .45% .45% .44% C
net assets

Ratio of expenses to average .45% .45% .45% .42% D .44%
net assets after expense
reductions

Ratio of net interest income 5.00% 5.31% 5.09% 5.45% 4.89%
to average net assets

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

B TOTAL RETURNS DO NOT INCLUDE THE ACCOUNT CLOSEOUT FEE.

C FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING
THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD
HAVE BEEN HIGHER.

D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S
EXPENSES.

You can obtain additional information about the funds. The funds' SAI
includes more detailed information about each fund and its
investments. The SAI is incorporated herein by reference (legally
forms a part of the prospectus). Each fund's annual and semi-annual
reports include a discussion of the fund's holdings and recent
market conditions and the fund's investment strategies that affected
performance.

For a free copy of any of these documents or to request other
information or ask questions about a fund, call Fidelity at
1-800-544-8544. In addition, you may visit Fidelity's Web site at
www.fidelity.com for a free copy of a prospectus or an annual or
semi-annual report or to request other information.

The SAI, the funds' annual and semi-annual reports and other related
materials are available on the SEC's Internet Web site
(http://www.sec.gov). You can obtain copies of this information upon
paying a duplicating fee, by writing the Public Reference Section of
the SEC, Washington, D.C. 20549-6009. You can also review and copy
information about the funds, including the funds' SAI, at the SEC's
Public Reference Room in Washington, D.C. Call 1-800-SEC-0330 for
information on the operation of the SEC's Public Reference Room.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER , 811-7139

Fidelity Investments & (Pyramid) Design, Fidelity, Fidelity
Investments, Spartan, TouchTone Xpress, Fidelity Money Line, Fidelity
Automatic Account Builder, Fidelity On-Line Xpress+ and Directed
Dividends are registered trademarks of FMR Corp.

Fidelity Portfolio Advisory Services is a service mark of FMR
Corp.

The third party marks appearing above are the marks of their
respective owners.

1.704237.101 SMF-pro-0699

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

FUNDS OF FIDELITY HEREFORD STREET TRUST

STATEMENT OF ADDITIONAL INFORMATION

JUNE 22, 1999

This Statement of Additional Information (SAI) is not a prospectus.
Portions of the funds' annual reports are incorporated herein. The
annual reports are supplied with this SAI.

To obtain a free additional copy of the prospectus, dated June 22,
1999, or an annual report, please call Fidelity (registered
trademark) at 1-800-544-8544 or visit Fidelity's Web site at
www.fidelity.com.

TABLE OF CONTENTS PAGE

Investment Policies and 21
Limitations

Portfolio Transactions 24

Valuation 25

Performance 25

Additional Purchase, Exchange 34
and Redemption Information

Distributions and Taxes 34

Trustees and Officers 34

Control of Investment Advisers 38

Management Contracts 39

Distribution Services 42

Transfer and Service Agent 42
Agreements

Description of the Trust 42

Financial Statements 43

Appendix 43

SMF-ptb-0699
1.475977.101

(fidelity_logo_graphic)(registered trademark)
82 Devonshire Street, Boston, MA 02109

INVESTMENT POLICIES AND LIMITATIONS

The following policies and limitations supplement those set forth in
the prospectus . Unless otherwise noted, whenever an investment
policy or limitation states a maximum percentage of a fund's assets
that may be invested in any security or other asset, or sets forth a
policy regarding quality standards, such standard or percentage
limitation will be determined immediately after and as a result of the
fund's acquisition of such security or other asset. Accordingly, any
subsequent change in values, net assets, or other circumstances will
not be considered when determining whether the investment complies
with the fund's investment policies and limitations.

A fund's fundamental investment policies and limitations cannot be
changed without approval by a "majority of the outstanding voting
securities" (as defined in the Investment Company Act of 1940 (the
1940 Act)) of the fund. However, except for the fundamental investment
limitations listed below, the investment policies and limitations
described in this SAI are not fundamental and may be changed without
shareholder approval.

INVESTMENT LIMITATIONS OF SPARTAN U.S. TREASURY MONEY MARKET FUND

THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(1) 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.

(2) issue senior securities, except in connection with the insurance
program established by the fund pursuant to an exemptive order issued
by the Securities and Exchange Commission or as otherwise permitted
under the Investment Company Act of 1940;

(3) sell securities short, unless it owns, or by virtue of ownership
of other securities has the right to obtain, securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts are not deemed to constitute short
sales;

(4) purchase securities on margin, except that the fund may obtain
such short-term credits as are necessary for the clearance of
transactions, and provided that the fund may make initial and
variation margin payments in connection with transactions in futures
contracts and options on futures contracts;

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

(6) underwrite securities issued by others (except to the extent that
the fund may be deemed to be an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities);

(7) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities) if, as a result, more than 25% of the fund's total
assets would be invested in the securities of companies whose
principal business activities are in the same industry;

(8) purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not
prevent the fund from investing in securities or other instruments
backed by real estate or securities of companies engaged in the real
estate business);

(9) purchase or sell physical commodities unless acquired as a result
of ownership of securities (but this shall not prevent the fund from
purchasing and selling futures contracts); or

(10) lend any security or make any other loan if, as a result, more
than 33 1/3% of its total assets would be lent to other parties, but
this limitation does not apply to purchases of debt securities or to
repurchase agreements.

(11) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company managed by Fidelity
Management & Research Company or an affiliate or successor with
substantially the same fundamental investment objective, policies, and
limitations as the fund.

THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL.

(i) The fund does not currently intend to 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.

(ii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party.

(i ii ) The fund does not currently intend to purchase any
security if, as a result, more than 10% of its net assets would be
invested in securities that are deemed to be illiquid because they are
subject to legal or contractual restrictions on resale or because they
cannot be sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.

( i v) The fund does not currently intend to make loans, but this
limitation does not apply to purchases of debt securities or to
repurchase agreements.

(v) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company
managed by Fidelity Management & Research Company or an affiliate or
successor with substantially the same fundamental investment
objective, policies, and limitations as the fund.

With respect to limitation (iii), if through changes in values, net
assets, or other circumstances, the fund were in a position where more
than 10% of its net assets were invested in illiquid securities, it
would consider appropriate steps to protect liquidity.

For purposes of limitations (1) and (i) certain securities subject to
guarantees (including insurance, letters of credit and demand
features) are not considered securities of their issuer, but are
subject to separate diversification requirements, in accordance with
industry standard requirements for money market funds.

INVESTMENT LIMITATIONS OF SPARTAN U.S. GOVERNMENT MONEY MARKET FUND

THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(4) purchase securities on margin, except that the fund may obtain
such short-term credits as are necessary for the clearance of
transactions, and provided that payment of initial and variation
margin payments in connection with transactions in futures contracts
and options on futures contracts shall not constitute purchasing
securities on margin;

(9) purchase or sell physical commodities unless acquired as a result
of ownership of securities (but this shall not prevent the fund from
purchasing and selling futures contracts); or

(11) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objective, policies, and limitations as
the fund.

THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.

(iii) The fund does not currently intend to purchase any security if,
as a result, more than 10% of its net assets would be invested in
securities that are deemed to be illiquid because they are subject to
legal or contractual restrictions on resale or because they cannot be
sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.

(iv) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 1 5 %
of the fund's net assets) to a registered investment company or
portfolio for which FMR or an affiliate serves as investment adviser.
(This limitation does not apply to purchases of debt securities or to
repurchase agreements.)

(v) The fund does not currently intend to invest all of its assets in
the securities of a single open-end management investment company with
substantially the same fundamental investment objective, policies, and
limitations as the fund.

INVESTMENT LIMITATIONS OF SPARTAN MONEY MARKET FUND

THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. THE FUND MAY NOT:

(9) purchase or sell physical commodities unless acquired as a result
of ownership of securities (but this shall not prevent the fund from
purchasing and selling futures contracts); or

(11) The fund may, notwithstanding any other fundamental investment
policy or limitation, invest all of its assets in the securities of a
single open-end management investment company with substantially the
same fundamental investment objective, policies, and limitations as
the fund.

THE FOLLOWING LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE CHANGED
WITHOUT SHAREHOLDER APPROVAL.

(iii) The fund does not currently intend to purchase any security if,
as a result, more than 1 0 % of its net assets would be invested
in securities that are deemed to be illiquid because they are subject
to legal or contractual restrictions on resale or because they cannot
be sold or disposed of in the ordinary course of business at
approximately the prices at which they are valued.

The following pages contain more detailed information about types of
instruments in which a fund may invest, strategies FMR may employ in
pursuit of a fund's investment objective, and a summary of related
risks. FMR may not buy all of these instruments or use all of these
techniques unless it believes that doing so will help a fund achieve
its goal.

AFFILIATED BANK TRANSACTIONS. A fund may engage in transactions with
financial institutions that are, or may be considered to be,
"affiliated persons" of the fund under the 1940 Act. These
transactions may involve repurchase agreements with custodian banks;
short-term obligations of, and repurchase agreements with, the 50
largest U.S. banks (measured by deposits); municipal securities; U.S.
Government securities with affiliated financial institutions that are
primary dealers in these securities; short-term currency transactions;
and short-term borrowings. In accordance with exemptive orders issued
by the Securities and Exchange Commission (SEC), the Board of Trustees
has established and periodically reviews procedures applicable to
transactions involving affiliated financial institutions.

ASSET-BACKED SECURITIES represent interests in pools of mortgages,
loans, receivables or other assets. Payment of interest and repayment
of principal may be largely dependent upon the cash flows generated by
the assets backing the securities and, in certain cases, supported by
letters of credit, surety bonds, or other credit enhancements.
Asset-backed security values may also be affected by other factors
including changes in interest rates, the availability of information
concerning the pool and its structure, the creditworthiness of the
servicing agent for the pool, the originator of the loans or
receivables, or the entities providing the credit enhancement. In
addition, these securities may be subject to prepayment risk.

BORROWING. Each fund may borrow from banks or from other funds advised
by FMR or its affiliates, or through reverse repurchase agreements,
and may make additional investments while borrowings are outstanding.

CENTRAL CASH FUNDS are money market funds managed by FMR or its
affiliates that seek to earn a high level of current income (free from
federal income tax in the case of a municipal money market fund) while
maintaining a stable $1.00 share price. The funds comply with
industry-standard requirements for money market funds regarding the
quality, maturity and diversification of their investments.

DOMESTIC AND FOREIGN INVESTMENTS include U.S. dollar-denominated time
deposits, certificates of deposit, and bankers' acceptances of U.S.
banks and their branches located outside of the United States, U.S.
branches and agencies of foreign banks, and foreign branches of
foreign banks. Domestic and foreign investments may also include U.S.
dollar-denominated securities issued or guaranteed by other U.S. or
foreign issuers, including U.S. and foreign corporations or other
business organizations, foreign governments, foreign government
agencies or instrumentalities, and U.S. and foreign financial
institutions, including savings and loan institutions, insurance
companies, mortgage bankers, and real estate investment trusts, as
well as banks.

The obligations of foreign branches of U.S. banks may be general
obligations of the parent bank in addition to the issuing branch, or
may be limited by the terms of a specific obligation and by
governmental regulation. Payment of interest and repayment of
principal on these obligations may also be affected by governmental
action in the country of domicile of the branch (generally referred to
as sovereign risk). In addition, evidence of ownership of portfolio
securities may be held outside of the United States and a fund may be
subject to the risks associated with the holding of such property
overseas. Various provisions of federal law governing the
establishment and operation of U.S. branches do not apply to foreign
branches of U.S. banks.

Obligations of U.S. branches and agencies of foreign banks may be
general obligations of the parent bank in addition to the issuing
branch, or may be limited by the terms of a specific obligation and by
federal and state regulation, as well as by governmental action in the
country in which the foreign bank has its head office.

Obligations of foreign issuers involve certain additional risks. These
risks may include future unfavorable political and economic
developments, withholding taxes, seizures of foreign deposits,
currency controls, interest limitations, or other governmental
restrictions that might affect repayment of principal or payment of
interest, or the ability to honor a credit commitment. Additionally,
there may be less public information available about foreign entities.
Foreign issuers may be subject to less governmental regulation and
supervision than U.S. issuers. Foreign issuers also generally are not
bound by uniform accounting, auditing, and financial reporting
requirements comparable to those applicable to U.S. issuers.

ILLIQUID SECURITIES cannot be sold or disposed of in the ordinary
course of business at approximately the prices at which they are
valued. Difficulty in selling securities may result in a loss or may
be costly to a fund. Under the supervision of the Board of Trustees,
FMR determines the liquidity of a fund's investments and, through
reports from FMR, the Board monitors investments in illiquid
securities. In determining the liquidity of a fund's investments, FMR
may consider various factors, including (1) the frequency and volume
of trades and quotations, (2) the number of dealers and prospective
purchasers in the marketplace, (3) dealer undertakings to make a
market and (4) the nature of the security and the market in which it
trades (including any demand, put or tender features, the mechanics
and other requirements for transfer, any letters of credit or other
credit enhancement features, any ratings, the number of holders, the
method of soliciting offers, the time required to dispose of the
security, and the ability to assign or offset the rights and
obligations of the security).

INTERFUND BORROWING AND LENDING PROGRAM. Pursuant to an exemptive
order issued by the SEC, a fund may lend money to, and borrow money
from, other funds advised by FMR or its affiliates. Spartan U.S.
Treasury Money Market currently intends to participate in this program
only as a borrower. A fund will borrow through the program only when
the costs are equal to or lower than the costs of bank loans, and will
lend through the program only when the returns are higher than those
available from an investment in repurchase agreements. Interfund loans
and borrowings normally extend overnight, but can have a maximum
duration of seven days. Loans may be called on one day's notice. A
fund may have to borrow from a bank at a higher interest rate if an
interfund loan is called or not renewed. Any delay in repayment to a
lending fund could result in a lost investment opportunity or
additional borrowing costs.

MONEY MARKET INSURANCE. Each fund participates in a mutual insurance
company solely with other funds advised by FMR or its affiliates. This
company provides insurance coverage for losses on certain money market
instruments held by a participating fund (eligible instruments),
including losses from nonpayment of principal or interest or a
bankruptcy or insolvency of the issuer or credit support provider, if
any. The insurance does not cover losses resulting from changes in
interest rates or other market developments. Each fund is charged an
annual premium for the insurance coverage and may be subject to a
special assessment of up to approximately two and one-half times the
fund's annual gross premium if covered losses exceed certain levels. A
participating fund may recover no more than $100 million annually,
including all other claims of insured funds, and may only recover if
the amount of the loss exceeds 0.30% of its eligible instruments. Each
fund may incur losses regardless of the insurance.

MONEY MARKET SECURITIES are high-quality, short-term obligations.
Money market securities may be structured to be, or may employ a trust
or other form so that they are, eligible investments for money market
funds. For example, put features can be used to modify the maturity of
a security or interest rate adjustment features can be used to enhance
price stability. If a structure fails to function as intended, adverse
tax or investment consequences may result. Neither the Internal
Revenue Service (IRS) nor any other regulatory authority has ruled
definitively on certain legal issues presented by certain structured
securities. Future tax or other regulatory determinations could
adversely affect the value, liquidity, or tax treatment of the income
received from these securities or the nature and timing of
distributions made by the funds.

MUNICIPAL SECURITIES are issued to raise money for a variety of public
or private purposes, including general financing for state and local
governments, or financing for specific projects or public facilities.
They may be issued in anticipation of future revenues and may be
backed by the full taxing power of a municipality, the revenues from a
specific project, or the credit of a private organization. The value
of some or all municipal securities may be affected by uncertainties
in the municipal market related to legislation or litigation involving
the taxation of municipal securities or the rights of municipal
securities holders. A municipal security may be owned directly or
through a participation interest.

PUT FEATURES entitle the holder to sell a security back to the issuer
or a third party at any time or at specified intervals. In exchange
for this benefit, a fund may accept a lower interest rate. Securities
with put features are subject to the risk that the put provider is
unable to honor the put feature (purchase the security). Put providers
often support their ability to buy securities on demand by obtaining
letters of credit or other guarantees from other entities. Demand
features, standby commitments, and tender options are types of put
features.

REPURCHASE AGREEMENTS involve an agreement to purchase a security and
to sell that security back to the original seller at an agreed-upon
price. The resale price reflects the purchase price plus an
agreed-upon incremental amount which is unrelated to the coupon rate
or maturity of the purchased security. As protection against the risk
that the original seller will not fulfill its obligation, the
securities are held in a separate account at a bank, marked-to-market
daily, and maintained at a value at least equal to the sale price plus
the accrued incremental amount. The value of the security purchased
may be more or less than the price at which the counterparty has
agreed to purchase the security. In addition, delays or losses could
result if the other party to the agreement defaults or becomes
insolvent. The funds will engage in repurchase agreement transactions
with parties whose creditworthiness has been reviewed and found
satisfactory by FMR.

RESTRICTED SECURITIES are subject to legal restrictions on their sale.
Difficulty in selling securities may result in a loss or be costly to
a fund. Restricted securities generally can be sold in privately
negotiated transactions, pursuant to an exemption from registration
under the Securities Act of 1933, or in a registered public offering.
Where registration is required, the holder of a registered security
may be obligated to pay all or part of the registration expense and a
considerable period may elapse between the time it decides to seek
registration and the time it may be permitted to sell a security under
an effective registration statement. If, during such a period, adverse
market conditions were to develop, the holder might obtain a less
favorable price than prevailed when it decided to seek registration of
the security.

REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
fund sells a security to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase that
security at an agreed-upon price and time. The funds will enter into
reverse repurchase agreements with parties whose creditworthiness has
been reviewed and found satisfactory by FMR. Such transactions may
increase fluctuations in the market value of fund assets and a fund's
yield and may be viewed as a form of leverage.

SHORT SALES "AGAINST THE BOX" are short sales of securities that a
fund owns or has the right to obtain (equivalent in kind or amount to
the securities sold short). Short sales against the box could be used
to protect the net asset value per share (NAV) of the fund in
anticipation of increased interest rates, without sacrificing the
current yield of the securities sold short. If a fund enters into a
short sale against the box, it will be required to set aside
securities equivalent in kind and amount to the securities sold short
(or securities convertible or exchangeable into such securities) and
will be required to hold such securities while the short sale is
outstanding. The fund will incur transaction costs in connection with
opening and closing short sales against the box.

SOURCES OF CREDIT OR LIQUIDITY SUPPORT. Issuers may employ various
forms of credit and liquidity enhancements, including letters of
credit, guarantees, puts, and demand features, and insurance provided
by domestic or foreign entities such as banks and other financial
institutions. FMR may rely on its evaluation of the credit of the
credit or liquidity enhancement provider in determining whether to
purchase a security supported by such enhancement. In evaluating the
credit of a foreign bank or other foreign entities, FMR will consider
whether adequate public information about the entity is available and
whether the entity may be subject to unfavorable political or economic
developments, currency controls, or other government restrictions that
might affect its ability to honor its commitment. Changes in the
credit quality of the entity providing the enhancement could affect
the value of the security or a fund's share price.

STRIPPED SECURITIES are the separate income or principal components of
a debt security. The risks associated with stripped securities are
similar to those of other money market securities, although stripped
securities may be more volatile. U.S. Treasury securities that have
been stripped by a Federal Reserve Bank are obligations issued by the
U.S. Treasury.

Privately stripped government securities are created when a dealer
deposits a U.S. Treasury security or other U.S. Government security
with a custodian for safekeeping. The custodian issues separate
receipts for the coupon payments and the principal payment, which the
dealer then sells.

Because the SEC does not consider privately stripped government
securities to be U.S. Government securities for purposes of Rule 2a-7,
a fund must evaluate them as it would non-government securities
pursuant to regulatory guidelines applicable to money market funds.

VARIABLE AND FLOATING RATE SECURITIES provide for periodic adjustments
in the interest rate paid on the security. Variable rate securities
provide for a specified periodic adjustment in the interest rate,
while floating rate securities have interest rates that change
whenever there is a change in a designated benchmark rate. Some
variable or floating rate securities are structured with put features
that permit holders to demand payment of the unpaid principal balance
plus accrued interest from the issuers or certain financial
intermediaries.

WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS involve a
commitment to purchase or sell specific securities at a predetermined
price or yield in which payment and delivery take place after the
customary settlement period for that type of security. Typically, no
interest accrues to the purchaser until the security is delivered.

When purchasing securities pursuant to one of these transactions, the
purchaser assumes the rights and risks of ownership, including the
risks of price and yield fluctuations and the risk that the security
will not be issued as anticipated. Because payment for the securities
is not required until the delivery date, these risks are in addition
to the risks associated with a fund's investments. If a fund remains
substantially fully invested at a time when a purchase is outstanding,
the purchases may result in a form of leverage. When a fund has sold a
security pursuant to one of these transactions, the fund does not
participate in further gains or losses with respect to the security.
If the other party to a delayed-delivery transaction fails to deliver
or pay for the securities, a fund could miss a favorable price or
yield opportunity or suffer a loss.

A fund may renegotiate a when-issued or forward transaction and may
sell the underlying securities before delivery, which may result in
capital gains or losses for the fund.

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
management contract. FMR is also responsible for the placement of
transaction orders for other investment companies and investment
accounts for which it or its affiliates act as investment adviser. In
selecting broker-dealers, subject to applicable limitations of the
federal securities laws, FMR considers various relevant factors,
including, but not limited to: the size and type of the transaction;
the nature and character of the markets for the security to be
purchased or sold; the execution efficiency, settlement capability,
and financial condition of the broker-dealer firm; the broker-dealer's
execution services rendered on a continuing basis; and the
reasonableness of any commissions.

If FMR grants investment management authority to a sub-adviser (see
the section entitled "Management Contracts"), that sub-adviser is
authorized to place orders for the purchase and sale of portfolio
securities, and will do so in accordance with the policies described
above.

Each fund may execute portfolio transactions with broker-dealers who
provide research and execution services to the fund or other
investment accounts over which FMR or its affiliates exercise
investment discretion. Such services may include advice concerning the
value of securities; the advisability of investing in, purchasing, or
selling securities; and the availability of securities or the
purchasers or sellers of securities. In addition, such broker-dealers
may furnish analyses and reports concerning issuers, industries,
securities, economic factors and trends, portfolio strategy, and
performance of investment accounts; and effect securities transactions
and perform functions incidental thereto (such as clearance and
settlement).

For transactions in fixed-income securities, FMR's selection of
broker-dealers is generally based on the availability of a security
and its price and, to a lesser extent, on the overall quality of
execution and other services, including research, provided by the
broker-dealer.

The receipt of research from broker-dealers that execute transactions
on behalf of a fund may be useful to FMR in rendering investment
management services to that fund or its other clients, and conversely,
such research provided by broker-dealers who have executed transaction
orders on behalf of other FMR clients may be useful to FMR in carrying
out its obligations to a fund. The receipt of such research has not
reduced FMR's normal independent research activities; however, it
enables FMR to avoid the additional expenses that could be incurred if
FMR tried to develop comparable information through its own efforts.

Fixed-income securities are generally purchased from an issuer or
underwriter acting as principal for the securities, on a net basis
with no brokerage commission paid. However, the dealer is compensated
by a difference between the security's original purchase price and the
selling price, the so-called "bid-asked spread." Securities may also
be purchased from underwriters at prices that include underwriting
fees.

Subject to applicable limitations of the federal securities laws, a
fund may pay a broker-dealer commissions for agency transactions that
are in excess of the amount of commissions charged by other
broker-dealers in recognition of their research and execution
services. In order to cause a fund to pay such higher commissions, FMR
must determine in good faith that such commissions are reasonable in
relation to the value of the brokerage and research services provided
by such executing broker-dealers, viewed in terms of a particular
transaction or FMR's overall responsibilities to that fund or its
other clients. In reaching this determination, FMR will not attempt to
place a specific dollar value on the brokerage and research services
provided, or to determine what portion of the compensation should be
related to those services.

To the extent permitted by applicable law, FMR is authorized to
allocate portfolio transactions in a manner that takes into account
assistance received in the distribution of shares of the funds or
other Fidelity funds and to use the research services of brokerage and
other firms that have provided such assistance. FMR may use research
services provided by and 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.

FMR may allocate brokerage transactions to broker-dealers (including
affiliates of FMR) who have entered into arrangements with FMR under
which the broker-dealer allocates a portion of the commissions paid by
a fund toward the reduction of that fund's expenses. The transaction
quality must, however, be comparable to those of other qualified
broker-dealers.

Section 11(a) of the Securities Exchange Act of 1934 prohibits members
of national securities exchanges from executing exchange transactions
for investment accounts which they or their affiliates manage, unless
certain requirements are satisfied. Pursuant to such requirements, the
Board of Trustees has authorized NFSC to execute portfolio
transactions on national securities exchanges in accordance with
approved procedures and applicable SEC rules.

The Trustees of each fund periodically review FMR's performance of its
responsibilities in connection with the placement of portfolio
transactions on behalf of the fund and review the commissions paid by
the fund over representative periods of time to determine if they are
reasonable in relation to the benefits to the fund.

For the fiscal years ended April 30, 1997, 1998 and 1999 the funds
paid no brokerage commissions.

For the fiscal year ended April 30, 1999, the funds paid no brokerage
commissions to firms that provided research services.

The Trustees of each fund have approved procedures in conformity with
Rule 10f-3 under the 1940 Act whereby a fund may purchase securities
that are offered in underwritings in which an affiliate of FMR
participates. These procedures prohibit the funds from directly or
indirectly benefiting an FMR affiliate in connection with such
underwritings. In addition, for underwritings where an FMR affiliate
participates as a principal underwriter, certain restrictions may
apply that could, among other things, limit the amount of securities
that the funds could purchase in the underwriting.

From time to time the Trustees will review whether the recapture for
the benefit of the funds of some portion of the brokerage commissions
or similar fees paid by the funds on portfolio transactions is legally
permissible and advisable. Each fund seeks to recapture soliciting
broker-dealer fees on the tender of portfolio securities, but at
present no other recapture arrangements are in effect. The Trustees
intend to continue to review whether recapture opportunities are
available and are legally permissible and, if so, to determine in the
exercise of their business judgment whether it would be advisable for
each fund to seek such recapture.

Although the Trustees and officers of each fund are substantially the
same as those of other funds managed by FMR or its affiliates,
investment decisions for each fund are made independently from those
of other funds managed by FMR or investment accounts managed by FMR
affiliates. It sometimes happens that the same security is held in the
portfolio of more than one of these funds or investment accounts.
Simultaneous transactions are inevitable when several funds and
investment accounts are managed by the same investment adviser,
particularly when the same security is suitable for the investment
objective of more than one fund or investment account.

When two or more funds are simultaneously engaged in the purchase or
sale of the same security, the prices and amounts are allocated in
accordance with procedures believed to be appropriate and equitable
for each fund. In some cases this system could have a detrimental
effect on the price or value of the security as far as each fund is
concerned. In other cases, however, the ability of the funds to
participate in volume transactions will produce better executions and
prices for the funds. It is the current opinion of the Trustees that
the desirability of retaining FMR as investment adviser to each fund
outweighs any disadvantages that may be said to exist from exposure to
simultaneous transactions.

VALUATION

Each fund's NAV is the value of a single share. The NAV of each fund
is computed by adding the value of the fund's investments, cash, and
other assets, subtracting its liabilities, and dividing the result by
the number of shares outstanding.

Portfolio securities and other assets are valued on the basis of
amortized cost. This technique involves initially valuing an
instrument at its cost as adjusted for amortization of premium or
accretion of discount rather than its current market value. The
amortized cost value of an instrument may be higher or lower than the
price a fund would receive if it sold the instrument.

Securities of other open-end investment companies are valued at their
respective NAVs.

At such intervals as they deem appropriate, the Trustees consider the
extent to which NAV calculated by using market valuations would
deviate from the $1.00 per share calculated using amortized cost
valuation. If the Trustees believe that a deviation from a fund's
amortized cost per share may result in material dilution or other
unfair results to shareholders, the Trustees have agreed to take such
corrective action, if any, as they deem appropriate to eliminate or
reduce, to the extent reasonably practicable, the dilution or unfair
results. Such corrective action could include selling portfolio
instruments prior to maturity to realize capital gains or losses or to
shorten average portfolio maturity; withholding dividends; redeeming
shares in kind; establishing NAV by using available market quotations;
and such other measures as the Trustees may deem appropriate.

PERFORMANCE

A fund may quote performance in various ways. All performance
information supplied by the funds in advertising is historical and is
not intended to indicate future returns. Each fund's yield and return
fluctuate in response to market conditions and other factors.

YIELD CALCULATIONS . To compute the yield for a fund for a
period, the net change in value of a hypothetical account containing
one share reflects the value of additional shares purchased with
dividends from the one original share and dividends declared on both
the original share and any additional shares. The net change is then
divided by the value of the account at the beginning of the period to
obtain a base period return. This base period return is annualized to
obtain a current annualized yield. A fund also may calculate an
effective yield by compounding the base period return over a one-year
period. In addition to the current yield, a fund may quote yields in
advertising based on any historical seven-day period. Yields for a
fund are calculated on the same basis as other money market funds, as
required by applicable regulation.

Yield information may be useful in reviewing a fund's performance and
in providing a basis for comparison with other investment
alternatives. However, a fund's yield fluctuates, unlike investments
that pay a fixed interest rate over a stated period of time. When
comparing investment alternatives, investors should also note the
quality and maturity of the portfolio securities of respective
investment companies they have chosen to consider.

Investors should recognize that in periods of declining interest rates
a fund's yield will tend to be somewhat higher than prevailing market
rates, and in periods of rising interest rates a fund's yield will
tend to be somewhat lower. Also, when interest rates are falling, the
inflow of net new money to a fund from the continuous sale of its
shares will likely be invested in instruments producing lower yields
than the balance of the fund's holdings, thereby reducing a fund's
current yield. In periods of rising interest rates, the opposite can
be expected to occur.

Spartan U.S. Treasury's tax-equivalent yield is the rate an investor
would have to earn from a fully taxable investment to equal the fund's
tax-free yield. For Spartan U.S. Treasury, earning interest free from
state (and sometimes local) taxes in most states, tax-equivalent
yields may be calculated by dividing the fund's yield by the result of
one minus a specified tax rate. If only a portion of a fund's yield is
tax-exempt, only that portion is adjusted in the calculation.

RETURN CALCULATIONS. Returns quoted in advertising reflect all aspects
of a fund's return, including the effect of reinvesting dividends and
capital gain distributions, and any change in a fund's NAV over a
stated period. A cumulative return reflects actual performance over a
stated period of time. Average annual returns are calculated by
determining the growth or decline in value of a hypothetical
historical investment in a fund over a stated period, and then
calculating the annually compounded percentage rate that would have
produced the same result if the rate of growth or decline in value had
been constant over the period. For example, a cumulative return of
100% over ten years would produce an average annual return of 7.18%,
which is the steady annual rate of return that would equal 100% growth
on a compounded basis in ten years. While average annual returns are a
convenient means of comparing investment alternatives, investors
should realize that a fund's performance is not constant over time,
but changes from year to year, and that average annual returns
represent averaged figures as opposed to the actual year-to-year
performance of a fund.

In addition to average annual returns, the fund may quote unaveraged
or cumulative returns reflecting the simple change in value of an
investment over a stated period. Average annual and cumulative returns
may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a
series of redemptions, over any time period. Returns may be broken
down into their components of income and capital (including capital
gains and changes in share price) in order to illustrate the
relationship of these factors and their contributions to return.
Returns may be quoted on a before-tax or after-tax basis. Returns may
or may not include the effect of the account closeout fee or the small
account fee. Excluding a fund's small account fee or account closeout
fee from a return calculation produces a higher return figure.
Returns, yields and other performance information may be quoted
numerically or in a table, graph, or similar illustration.

CALCULATING HISTORICAL FUND RESULTS. The following tables show
performance for each fund.

HISTORICAL FUND RESULTS. The following table shows each fund's 7-day
yield, and return for the fiscal periods ended April 30, 1999.

Average Annual Returns Cumulative Returns

Seven-Day Yield One Year Five Years Ten Years/ Life of Fund One Year

Spartan U.S. Treasury
Money 4.25% 4.67% 4.90% 5.13% 4.67%
Market

Spartan U.S. Government
Money 4.51% 5.02% 5.17% 5.10%* 5.02%
Market

Spartan Money Market 4.59% 5.12% 5.26% 5.54% 5.12%

</TABLE>

<TABLE>
<CAPTION>
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Cumulative Returns

Five Years Ten Years/ Life of Fund

Spartan U.S. Treasury Money 27.03% 64.89%
Market

Spartan U.S. Government Money 28.67% 58.26%*
Market

Spartan Money Market 29.23% 71.51%

</TABLE>

* From February 5, 1990 (commencement of operations).

The returns in the preceding table do no t include the effect of
the $5 account closeout fee f or each fund.

Note: If FMR had not reimbursed certain fund expenses during these
periods, each fund's returns would have been lower.

The following tables show the income and capital elements of each
fund's cumulative return. The tables compare each fund's return to the
record of the Standard & Poor's 500 Index (S&P 500), the Dow Jones
Industrial Average (DJIA), and the cost of living, as measured by the
Consumer Price Index (CPI), over the same period. The CPI information
is as of the month-end closest to the initial investment date for each
fund. The S&P 500 and DJIA comparisons are provided to show how each
fund's return compared to the record of a broad unmanaged index of
common stocks and a narrower set of stocks of major industrial
companies, respectively, over the same period. Because each fund
invests in short-term fixed-income securities, common stocks represent
a different type of investment from the funds. Common stocks generally
offer greater growth potential than the funds, but generally
experience greater price volatility, which means greater potential for
loss. In addition, common stocks generally provide lower income than
fixed-income investments such as the funds. The S&P 500 and DJIA
returns are based on the prices of unmanaged groups of stocks and,
unlike each fund's returns, do not include the effect of brokerage
commissions or other costs of investing.

The following tables show the growth in value of a hypothetical
$10,000 investment in each fund during the 10-year period ended April
30, 1999 or life of fund, as applicable, assuming all distributions
were reinvested. Returns are based on past results and are not an
indication of future performance. Tax consequences of different
investments have not been factored into the figures below.

During the 10-year period ended April 30, 1999 , a hypothetical
$10,000 investment in Spartan U.S. Treasury Money Market would have
grown to $16,489.

SPARTAN U.S. TREASURY MONEY
MARKET

Fiscal Year Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ 10,000 $ 6,489 $ 0 $ 16,489

1998 $ 10,000 $ 5,753 $ 0 $ 15,753

1997 $ 10,000 $ 4,991 $ 0 $ 14,991

1996 $ 10,000 $ 4,288 $ 0 $ 14,288

1995 $ 10,000 $ 3,575 $ 0 $ 13,575

1994 $ 10,000 $ 2,981 $ 0 $ 12,981

1993 $ 10,000 $ 2,632 $ 0 $ 12,632

1992 $ 10,000 $ 2,246 $ 0 $ 12,246

1991 $ 10,000 $ 1,632 $ 0 $ 11,632

1990 $ 10,000 $ 803 $ 0 $ 10,803

</TABLE>

<TABLE>
<CAPTION>
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SPARTAN U.S. TREASURY MONEY INDICES
MARKET

Fiscal Year Ended S&P 500 DJIA Cost of Living

1999 $ 56,123 $ 58,272 $ 13,501

1998 $ 46,069 $ 48,137 $ 13,201

1997 $ 32,658 $ 36,611 $ 13,014

1996 $ 26,099 $ 28,499 $ 12,697

1995 $ 20,043 $ 21,615 $ 12,340

1994 $ 17,064 $ 17,929 $ 11,974

1993 $ 16,201 $ 16,237 $ 11,698

1992 $ 14,829 $ 15,446 $ 11,332

1991 $ 13,003 $ 12,876 $ 10,983

1990 $ 11,056 $ 11,405 $ 10,471

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Spartan
U.S. Treasury Money Market on April 30, 1989, the net amount invested
in fund shares was $10,000. The cost of the initial investment
($10,000) together with the aggregate cost of reinvested dividends and
capital gain distributions for the period covered (their cash value at
the time they were reinvested) amounted to $16,489 . If
distributions had not been reinvested, the amount of distributions
earned from the fund over time would have been smaller, and cash
payments for the period would have amounted to $5,013 for
dividends. The fund did not distribute any capital gains during the
period. The figures in the table do not include the effect of the
fund's account closeout fee.

During the period from February 5, 1990 (commencement of operations)
to April 30, 1999 , a hypothetical $10,000 investment in Spartan U.S.
Government Money Market would have grown to $15,826 .

SPARTAN U.S. GOVERNMENT MONEY
MARKET

Fiscal Year Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value
Investment Distributions Gain Distributions

1999 $ 10,000 $ 5,826 $ 0 $ 15,826

1998 $ 10,000 $ 5,070 $ 0 $ 15,070

1997 $ 10,000 $ 4,303 $ 0 $ 14,303

1996 $ 10,000 $ 3,601 $ 0 $ 13,601

1995 $ 10,000 $ 2,889 $ 0 $ 12,889

1994 $ 10,000 $ 2,300 $ 0 $ 12,300

1993 $ 10,000 $ 1,955 $ 0 $ 11,955

1992 $ 10,000 $ 1,579 $ 0 $ 11,579

1991 $ 10,000 $ 993 $ 0 $ 10,993

1990* $ 10,000 $ 194 $ 0 $ 10,194

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
SPARTAN U.S. GOVERNMENT MONEY INDICES
MARKET

Fiscal Year Ended S&P 500 DJIA Cost of Living**

1999 $ 51,143 $ 52,630 $ 13,046

1998 $ 41,982 $ 43,476 $ 12,755

1997 $ 29,761 $ 33,066 $ 12,575

1996 $ 23,783 $ 25,740 $ 12,268

1995 $ 18,265 $ 19,522 $ 11,923

1994 $ 15,550 $ 16,193 $ 11,570

1993 $ 14,764 $ 14,664 $ 11,303

1992 $ 13,514 $ 13,950 $ 10,950

1991 $ 11,849 $ 11,629 $ 10,612

1990* $ 10,075 $ 10,301 $ 10,118

</TABLE>

* From February 5, 1990 (commencement of operations).

** From month end closest to initial investment date.

Explanatory Notes: With an initial investment of $10,000 in Spartan
U.S. Government Money Market on February 5, 1990, the net amount
invested in fund shares was $10,000. The cost of the initial
investment ($10,000) together with the aggregate cost of reinvested
dividends and capital gain distributions for the period covered (their
cash value at the time they were reinvested) amounted to
$15,826. If distributions had not been reinvested, the amount
of distributions earned from the fund over time would have been
smaller, and cash payments for the period would have amounted to
$4,601 for dividends. The fund did not distribute any capital
gains during the period. The figures in the table do not include the
effect of the fund's account closeout fee.

During the ten year period ended April 30, 1999, a hypothetical
$10,000 investment in Spartan Money Market would have grown to
$17,151 .

SPARTAN MONEY MARKET INDICES

Fiscal Year
Ended Value of Initial $10,000 Value of Reinvested Dividend Value of Reinvested Capital Total Value S&P 500
Investment Distributions Gain Distributions

1999 $ 10,000 $ 7,151 $ 0 $ 17,151 $ 56,123

1998 $ 10,000 $ 6,315 $ 0 $ 16,315 $ 46,069

1997 $ 10,000 $ 5,474 $ 0 $ 15,474 $ 32,658

1996 $ 10,000 $ 4,708 $ 0 $ 14,708 $ 26,099

1995 $ 10,000 $ 3,931 $ 0 $ 13,931 $ 20,043

1994 $ 10,000 $ 3,271 $ 0 $ 13,271 $ 17,064

1993 $ 10,000 $ 2,867 $ 0 $ 12,867 $ 16,201

1992 $ 10,000 $ 2,431 $ 0 $ 12,431 $ 14,829

1991 $ 10,000 $ 1,793 $ 0 $ 11,793 $ 13,003

1990 $ 10,000 $ 932 $ 0 $ 10,932 $ 11,056

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C>
SPARTAN MONEY MARKET INDEXES

Fiscal Year Ended DJIA Cost of Living

1999 $ 58,272 $ 13,501

1998 $ 48,137 $ 13,201

1997 $ 36,611 $ 13,014

1996 $ 28,499 $ 12,697

1995 $ 21,615 $ 12,340

1994 $ 17,929 $ 11,974

1993 $ 16,237 $ 11,698

1992 $ 15,446 $ 11,332

1991 $ 12,876 $ 10,983

1990 $ 11,405 $ 10,471

</TABLE>

Explanatory Notes: With an initial investment of $10,000 in Spartan
Money Market on April 30, 1989, the net amount invested in fund shares
was $10,000. The cost of the initial investment ($10,000) together
with the aggregate cost of reinvested dividends and capital gain
distributions for the period covered (their cash value at the time
they were reinvested) amounted to $17,151 . If distributions had
not been reinvested, the amount of distributions earned from the fund
over time would have been smaller, and cash payments for the period
would have amounted to $5,408 for dividends. The fund did not
distribute any capital gains during the period. The figures in the
table do not include the effect of the fund's account closeout fee.

PERFORMANCE COMPARISONS. A fund's performance may be compared to the
performance of other mutual funds in general, or to the performance of
particular types of mutual funds. These comparisons may be expressed
as mutual fund rankings prepared by Lipper Analytical Services, Inc.
(Lipper), an independent service located in Summit, New Jersey that
monitors the performance of mutual funds. Generally, Lipper rankings
are based on return, assume reinvestment of distributions, do not take
sales charges or trading fees into consideration, and are prepared
without regard to tax consequences. Lipper may also rank based on
yield. In addition to the mutual fund rankings, a fund's performance
may be compared to stock, bond, and money market mutual fund
performance indexes prepared by Lipper or other organizations. When
comparing these indexes, it is important to remember the risk and
return characteristics of each type of investment. For example, while
stock mutual funds may offer higher potential returns, they also carry
the highest degree of share price volatility. Likewise, money market
funds may offer greater stability of principal, but generally do not
offer the higher potential returns available from stock mutual funds.

From time to time, a fund's performance may also be compared to other
mutual funds tracked by financial or business publications and
periodicals. For example, a fund may quote Morningstar, Inc. in its
advertising materials. Morningstar, Inc. is a mutual fund rating
service that rates mutual funds on the basis of risk-adjusted
performance. Rankings that compare the performance of Fidelity funds
to one another in appropriate categories over specific periods of time
may also be quoted in advertising.

A fund may be compared in advertising to Certificates of Deposit (CDs)
or other investments issued by banks or other depository institutions.
Mutual funds differ from bank investments in several respects. For
example, a fund may offer greater liquidity or higher potential
returns than CDs, a fund does not guarantee your principal or your
return, and fund shares are not FDIC insured.

Fidelity may provide information designed to help individuals
understand their investment goals and explore various financial
strategies. Such information may include information about current
economic, market, and political conditions; materials that describe
general principles of investing, such as asset allocation,
diversification, risk tolerance, and goal setting; questionnaires
designed to help create a personal financial profile; worksheets used
to project savings needs based on assumed rates of inflation and
hypothetical rates of return; and action plans offering investment
alternatives. Materials may also include discussions of Fidelity's
asset allocation funds and other Fidelity funds, products, and
services.

Ibbotson Associates of Chicago, Illinois (Ibbotson) provides
historical returns of the capital markets in the United States,
including common stocks, small capitalization stocks, long-term
corporate bonds, intermediate-term government bonds, long-term
government bonds, Treasury bills, the U.S. rate of inflation (based on
the CPI), and combinations of various capital markets. The performance
of these capital markets is based on the returns of different indexes.

Fidelity funds may use the performance of these capital markets in
order to demonstrate general risk-versus-reward investment scenarios.
Performance comparisons may also include the value of a hypothetical
investment in any of these capital markets. The risks associated with
the security types in any capital market may or may not correspond
directly to those of the funds. Ibbotson calculates returns in the
same method as the funds. The funds may also compare performance to
that of other compilations or indexes that may be developed and made
available in the future.

A money market fund may compare its performance or the performance of
securities in which it may invest to averages published by IBC
Financial Data, Inc. of Ashland, Massachusetts. These averages assume
reinvestment of distributions. IBC's MONEY FUND REPORT
AVERAGES(trademark)/U.S. Treasury, Government and All Taxable, which
is reported in IBC's MONEY FUND REPORT(trademark), covers over
37 , 217 and 919 U.S. Treasury, U.S. Government
and taxable money market funds, respectively.

In advertising materials, Fidelity may reference or discuss its
products and services, which may include other Fidelity funds;
retirement investing; brokerage products and services; model
portfolios or allocations; saving for college or other goals; and
charitable giving. In addition, Fidelity may quote or reprint
financial or business publications and periodicals as they relate to
current economic and political conditions, fund management, portfolio
composition, investment philosophy, investment techniques, the
desirability of owning a particular mutual fund, and Fidelity services
and products. Fidelity may also reprint, and use as advertising and
sales literature, articles from Fidelity Focus(registered trademark),
a quarterly magazine provided free of charge to Fidelity fund
shareholders.

A fund may present its fund number, Quotron(trademark) number, and
CUSIP number, and discuss or quote its current portfolio manager.

A fund may be available for purchase through retirement plans or other
programs offering deferral of, or exemption from, income taxes, which
may produce superior after-tax returns over time. For example, a
$1,000 investment earning a taxable return of 10% annually would have
an after-tax value of $1,949 after ten years, assuming tax was
deducted from the return each year at a 31% rate. An equivalent
tax-deferred investment would have an after-tax value of $2,100 after
ten years, assuming tax was deducted at a 31% rate from the
tax-deferred earnings at the end of the ten-year period.

As of April 30, 1999, FMR advised over $ 33 billion in municipal
fund assets, $ 125 billion in taxable fixed-income fund assets,
$ 128 billion in money market fund assets, $ 544 billion
in equity fund assets, $ 14 billion in international fund
assets, and $ 38 billion in Spartan fund assets. The funds may
reference the growth and variety of money market mutual funds and the
adviser's innovation and participation in the industry. The equity
funds under management figure represents the largest amount of equity
fund assets under management by a mutual fund investment adviser in
the United States, making FMR America's leading equity (stock) fund
manager. FMR, its subsidiaries, and affiliates maintain a worldwide
information and communications network for the purpose of researching
and managing investments abroad.

In addition to performance rankings, a fund may compare its total
expense ratio to the average total expense ratio of similar funds
tracked by Lipper. A fund's total expense ratio is a significant
factor in comparing bond and money market investments because of its
effect on yield.

ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION

If the Trustees determine that existing conditions make cash payments
undesirable, redemption payments may be made in whole or in part in
securities or other property, valued for this purpose as they are
valued in computing each fund's NAV. Shareholders receiving securities
or other property on redemption may realize a gain or loss for tax
purposes, and will incur any costs of sale, as well as the associated
inconveniences.

DISTRIBUTIONS AND TAXES

DIVIDENDS. Because each fund's income is primarily derived from
interest, dividends from the fund generally will not qualify for the
dividends-received deduction available to corporate shareholders.
Short-term capital gains are taxable as dividends, but do not qualify
for the dividends-received deduction.

CAPITAL GAIN DISTRIBUTIONS. Each fund may distribute any net realized
capital gain s once a year or more often, as necessary.

As of April 30, 1999, Spartan U.S. Treasury Money Market Fund
had a capital loss carryforward aggregating approximately
$11,000, all of which will expire on April 30, 2004, and i s
available to offset future capital gains.

As of April 30, 1999, Spartan U.S. Government Money Market Fund had
a capital loss carryforward aggregating approximately $134,000. This
loss carryforward, of which $44,000, $53,000 and $37,000 will expire
on April 30, 2002, 2003 and 2004, respectively, is available to offset
future capital gains.

As of April 30, 1999, Spartan Money Market Fund had a capital loss
carryforward aggregating approximately $2,519,000. This loss
carryforward, of which $1,881,000, $476,000 and $162,000 will expire
on April 30, 2002, 2003 and 2004, respectively, is available to offset
future capital gains.

STATE AND LOCAL TAX ISSUES. For mutual funds organized as business
trusts, state law provides for a pass-through of the state and local
income tax exemption afforded to direct owners of U.S. Government
securities. Some states limit this pass-through to mutual funds that
invest a certain amount in U.S. Government securities, and some types
of securities, such as repurchase agreements and some agency-backed
securities, may not qualify for this benefit. The tax treatment of
your dividends from a fund will be the same as if you directly owned a
proportionate share of the U.S. Government securities. Because the
income earned on certain U.S. Government securities is exempt from
state and local personal income taxes, the portion of dividends from a
fund attributable to these securities will also be free from state and
local personal income taxes. The exemption from state and local
personal income taxation does not preclude states from assessing other
taxes on the ownership of U.S. Government securities.

TAX STATUS OF THE FUNDS. Each fund intends to qualify each year as a
"regulated investment company" under Subchapter M of the Internal
Revenue Code so that it will not be liable for federal tax on income
and capital gains distributed to shareholders. In order to qualify as
a regulated investment company, and avoid being subject to federal
income or excise taxes at the fund level, each fund intends to
distribute substantially all of its net investment income and net
realized capital gains within each calendar year as well as on a
fiscal year basis, and intends to comply with other tax rules
applicable to regulated investment companies.

OTHER TAX INFORMATION. The information above is only a summary of some
of the tax consequences generally affecting each fund and its
shareholders, and no attempt has been made to discuss individual tax
consequences. It is up to you or your tax preparer to determine
whether the sale of shares of a fund resulted in a capital gain or
loss or other tax consequence to you. In addition to federal income
taxes, shareholders may be subject to state and local taxes on fund
distributions, and shares may be subject to state and local personal
property taxes. Investors should consult their tax advisers to
determine whether a fund is suitable to their particular tax
situation.

TRUSTEES AND OFFICERS

The Trustees, Members of the Advisory Board, and executive officers of
the trust are listed below. The Board of Trustees governs each fund
and is responsible for protecting the interests of shareholders. The
Trustees are experienced executives who meet periodically throughout
the year to oversee each fund's activities, review contractual
arrangements with companies that provide services to each fund, and
review each fund's performance. Except as indicated, each individual
has held the office shown or other offices in the same company for the
last five years. All persons named as Trustees and Members of the
Advisory Board also serve in similar capacities for other funds
advised by FMR or its affiliates. The business address of each
Trustee, Member of the Advisory Board, and officer who is an
"interested person" (as defined in the 1940 Act) is 82 Devonshire
Street, Boston, Massachusetts 02109, which is also the address of FMR.
The business address of all the other Trustees is Fidelity
Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235. Those
Trustees who are "interested persons" by virtue of their affiliation
with either the trust or FMR are indicated by an asterisk (*).

*EDWARD C. JOHNSON 3d (68), Trustee and President, is Chairman, Chief
Executive Officer and a Director of FMR Corp.; a Director and Chairman
of the Board and of the Executive Committee of FMR; Chairman and a
Director of Fidelity Investments Money Management, Inc. (1998),
Fidelity Management & Research (U.K.) Inc., and Fidelity Management &
Research (Far East) Inc. ; and a Director of FDC. Abigail
Johnson, Member of the Advisory Board of Fidelity Hereford Street
Trust, is Mr. Johnson's daughter.

Abigail P. Johnson (37), Member of the Advisory Board of Fidelity
Hereford Street Trust (1999), is Vice President of certain Equity
Funds (1997), and is a Director of FMR Corp. (1994). Before assuming
her current responsibilities, Ms. Johnson managed a number of Fidelity
Funds. Edward C. Johnson 3d, Trustee and President of the Funds, is
Ms. Johnson's father.

J. GARY BURKHEAD (57), Member of the Advisory Board (1997), is Vice
Chairman and a Member of the Board of Directors of FMR Corp. (1997)
and President of Fidelity Personal Investments and Brokerage Group
(1997). Previously, Mr. Burkhead served as President of Fidelity
Management & Research Company.

RALPH F. COX (66), Trustee, is President of RABAR 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 (67), Trustee. Prior to her retirement in
September 1991, Mrs. Davis was the Senior Vice President of Corporate
Affairs of Avon Products, Inc. She is currently a Director of
BellSouth Corporation (telecommunications), Eaton Corporation
(manufacturing, 1991), and the TJX Companies, Inc. (retail stores),
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 (55), Trustee (1997), is a consultant, author, and
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.

E. BRADLEY JONES (71), Trustee. Prior to his retirement in 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 (66), Trustee, is Executive-in-Residence (1995) 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 (56), Trustee, is Vice Chairman and Director of 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 (65), Trustee (1997), is the Vice President of
Finance for 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 (70), Trustee and Chairman of the non-interested
Trustees, is Chairman of G.M. Management 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 (66), Trustee (1993), is Chairman of the Board, of
Lexmark International, Inc. (office machines, 1991). Prior to 1991, he
held the positions of Vice President of International Business
Machines Corporation ("IBM") and President and General Manager of
various IBM divisions and subsidiaries. Mr. Mann is a Director of M.A.
Hanna Company (chemicals, 1993), Imation Corp. (imaging and
information storage, 1997).

*ROBERT C. POZEN (52), Trustee (1997) and Senior Vice President, is
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 (70), Trustee, is President of The Wales Group,
Inc. (management and financial advisory services). Prior to retiring
in 1987, Mr. Williams served as Chairman of the Board of First
Wachovia Corporation (bank holding company), and Chairman and Chief
Executive Officer of The First National Bank of Atlanta and First
Atlanta Corporation (bank holding company). He is currently a Director
of ConAgra, Inc. (agricultural products), Georgia Power Company
(electric utility), National Life Insurance Company of Vermont,
American Software, Inc., and AppleSouth, Inc. (restaurants, 1992).

BOYCE I. GREER (43), is Vice President of Money Market Funds (1997),
Group Leader of the Money Market Group (1997), Senior Vice President
of FMR (1997), and Vice President of FIMM (1998). Mr. Greer served as
the Leader of the Fixed-Income Group for Fidelity Management Trust
Company (1993-1995) and was Vice President and Group Leader of
Municipal Fixed-Income Investments (1996-1997).

FRED L. HENNING, JR. (59), is Vice President of Fidelity's
Fixed-Income Group (1995), Senior Vice President of FMR (1995), and
Senior Vice President of FIMM (1998). Before assuming his current
responsibilities, Mr. Henning was head of Fidelity's Money Market
Division.

ROBERT LITTERST (39), is Vice President of Spartan U.S. Government
Money Market Fund (1997), Spartan U.S. Treasury Money Market Fund
(1997) and other funds advised by FMR. Prior to his current
responsibilities, Mr. Litterst managed a variety of Fidelity funds.

JOHN TODD (50), is Vice President of Spartan Money Market Fund. and
other funds advised by FMR. Prior to his current responsibilities, Mr.
Todd managed a variety of Fidelity funds.

ERIC D. ROITER (50), Secretary (1998), is Vice President (1998) and
General Counsel of FMR (1998) and Vice President and Clerk of FDC
(1998). Prior to joining Fidelity, Mr. Roiter was with the law firm of
Debevoise & Plimpton, as an associate (1981-1984) and as a partner
(1985-1997), and served as an Assistant General Counsel of the U.S.
Securities and Exchange Commission (1979-1981). Mr. Roiter was an
Adjunct Member, Faculty of Law, at Columbia University Law School
(1996-1997).

RICHARD A. SILVER (52), Treasurer (1997), is Treasurer of the Fidelity
funds and is an employee of FMR (1997). Before joining FMR, Mr. Silver
served as Executive Vice President, Fund Accounting & Administration
at First Data Investor Services Group, Inc. (1996-1997). Prior to
1996, Mr. Silver was Senior Vice President and Chief Financial Officer
at The Colonial Group, Inc. Mr. Silver also served as Chairman of the
Accounting/Treasurer's Committee of the Investment Company Institute
(1987-1993).

MATTHEW N. KARSTETTER (37), Deputy Treasurer (1998), is Deputy
Treasurer of the Fidelity funds and is an employee of FMR (1998).
Before joining FMR, Mr. Karstetter served as Vice President of
Investment Accounting and Treasurer of IDS Mutual Funds at American
Express Financial Advisors (1996-1998). Prior to 1996, Mr. Karstetter
was Vice President, Mutual Fund Services at State Street Bank & Trust
(1991-1996).

STANLEY N. GRIFFITH (52), Assistant Vice President (1998), is
Assistant Vice President of Fidelity's Fixed-Income Funds (1998) and
an employee of FMR Corp.

JOHN H. COSTELLO (52), Assistant Treasurer, is an employee of FMR.

LEONARD M. RUSH (53), Assistant Treasurer (1994), is an employee of
FMR (1994). Prior to becoming Assistant Treasurer of the Fidelity
funds, Mr. Rush was Chief Compliance Officer of FMR Corp. (1993-1994)
and Chief Financial Officer of Fidelity Brokerage Services, Inc.
(1990-1993).

THOMAS J. SIMPSON (40), Assistant Treasurer (1996), is Assistant
Treasurer of Fidelity's Fixed-Income Funds (1998) and an employee of
FMR (1996). Prior to joining FMR, Mr. Simpson was Vice President and
Fund Controller of Liberty Investment Services (1987-1995).

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, 1999 or calendar
year ended December 31, 1998, as applicable.

COMPENSATION TABLE

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

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

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

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

Ralph F. Cox $ 684 $ 278 $ 3,161

Phyllis Burke Davis $ 670 $ 272 $ 3,098

Robert M. Gates $ 684 $ 277 $ 3,160

E. Bradley Jones $ 679 $ 276 $ 3,138

Donald J. Kirk $ 688 $ 279 $ 3,184

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

William O. McCoy $ 684 $ 277 $ 3,160

Gerald C. McDonough $ 836 $ 339 $ 3,865

Marvin L. Mann $ 684 $ 277 $ 3,160

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

Thomas R. Williams $ 684 $ 277 $ 3,160

</TABLE>

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

Edward C. Johnson 3d** $ 0

Abigail P. Johnson** $ 0

J. Gary Burkhead** $ 0

Ralph F. Cox $ 223,500

Phyllis Burke Davis $ 220,500

Robert M. Gates $ 223,500

E. Bradley Jones $ 222,000

Donald J. Kirk $ 226,500

Peter S. Lynch** $ 0

William O. McCoy $ 223,500

Gerald C. McDonough $ 273,500

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

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

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

C The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $1,420; Phyllis Burke Davis,
$1,420; Robert M. Gates, $1,420; E. Bradley Jones, $1,420; Donald J.
Kirk, $1,420; William O. McCoy $1,420; Gerald C. McDonough, $1,657;
Marvin L. Mann, $1,420; and Thomas R. Williams, $1,420.

D Certain of the non-interested Trustees' aggregate
compensation from a fund includes accrued voluntary deferred
compensation as follows: Thomas R. Williams, $1,202.

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.

As o f April 30, 1999, approximately 2.82% of Spartan U.S.
Government Money Market Fund's total outstanding shares were held by
an FMR affiliate. FMR Corp. is the ultimate parent company of this
FMR affiliate. By virtue of his ownership interest in FMR Corp., as
described in the "Control of Investment Advisers" section on page 65,
Mr. Edward C. Johnson 3d, President and Trustee of the fund, may be
deemed to be a beneficial owner of these shares. As of the above date,
with the exception of Mr. Johnson 3d's deemed ownership of Spartan
U.S. Government Money Money Market Fund's shares, the Trustees,
M embers of the Advisory Board, and officers of the
fund s owned, in the aggregate, less than 1 % of each
fund's total outstanding shares.

CONTROL OF INVESTMENT ADVISER S

FMR Corp., organized in 1972, is the ultimate parent company of FMR
and FIMM. The voting common stock of FMR Corp. is divided into two
classes. Class B is held predominantly by members of the Edward C.
Johnson 3d family and is entitled to 49% of the vote on any matter
acted upon by the voting common stock. Class A is held predominantly
by non-Johnson family member employees of FMR Corp. and its affiliates
and is entitled to 51% of the vote on any such matter. The Johnson
family group and all other Class B shareholders have entered into a
shareholders' voting agreement under which all Class B shares will be
voted in accordance with the majority vote of Class B shares. Under
the Investment Company Act of 1940 (1940 Act), control of a company is
presumed where one individual or group of individuals owns more than
25% of the voting stock of that company. Therefore, through their
ownership of voting common stock and the execution of the
shareholders' voting agreement, members of the Johnson family may be
deemed, under the 1940 Act, to form a controlling group with respect
to FMR Corp.

At present, the principal operating activities of FMR Corp. are those
conducted by its division, Fidelity Investments Retail Marketing
Company, which provides marketing services to various companies within
the Fidelity organization.

Fidelity investment personnel may invest in securities for their own
investment accounts pursuant to a code of ethics that sets forth all
employees' fiduciary responsibilities regarding the funds, establishes
procedures for personal investing and restricts certain transactions.
For example, all personal trades in most securities require
pre-clearance, and participation in initial public offerings is
prohibited. In addition, restrictions on the timing of personal
investing in relation to trades by Fidelity funds and on short-term
trading have been adopted.

MANAGEMENT CONTRACTS

Each fund has entered into a management contract with FMR, pursuant to
which FMR furnishes investment advisory and other services.

MANAGEMENT SERVICES. Under the terms of 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 the
fund in accordance with its investment objective, policies and
limitations. FMR also provides each fund with all necessary office
facilities and personnel for servicing the fund's investments,
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 securities laws and
making necessary filings under state securities laws; developing
management and shareholder services for each fund; and furnishing
reports, evaluations and analyses on a variety of subjects to the
Trustees.

MANAGEMENT-RELATED EXPENSES. Under the terms of each fund's management
contract, FMR is responsible for 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 agent, dividend disbursing, and
shareholder services, and pricing and bookkeeping services.

FMR pays all other expenses of each fund with the following
exceptions: fees and expenses of the non-interested Trustees,
interest, taxes, brokerage commissions (if any), money market
insurance premiums (beginning January 1, 2004) for Spartan U.S.
Treasury Money Market, Spartan U.S. Government Money Market and
Spartan Money Market, and such nonrecurring expenses as may arise,
including costs of any litigation to which a fund may be a party, and
any obligation it may have to indemnify its officers and Trustees with
respect to litigation.

MANAGEMENT FEES. For the services of FMR under each management
contract, each fund pays FMR a monthly management fee at the annual
rate of 0.45% of the fund's average net assets throughout the month.

The management fee paid to FMR by each fund is reduced by an amount
equal to the fees and expenses paid by the fund to the non-interested
Trustees.

The following table shows the amount of management fees paid by each
fund to FMR for the past three fiscal years and the amount of credits
reducing management fees for each fund.

Fund Fiscal Years Ended April 30 Amount of Credits Reducing Management Fees Paid to FMR*
Management Fees

Spartan U.S. Treasury Money 1999 $ 110,000 $ 9,240,000
Market

1998 $ 90,000 $ 8,504,000

1997 $ 72,000 $ 8,438,000

Spartan U.S. Government Money 1999 $ 42,000 $ 3,739,000
Market

1998 $ 18,000 $ 3,561,000

1997 $ 17,000 $ 3,765,000

Spartan Money Market 1999 $ 375,000 $ 42,521,000

1998 $ 319,000 $ 40,209,000

1997 $ 246,000 $ 40,096,000

</TABLE>

* After reduction of fees and expenses paid by the fund to the
non-interested Trustees.

FMR may, from time to time, voluntarily reimburse all or a portion of
a fund's operating expenses (exclusive of interest, taxes, brokerage
commissions, and extraordinary expenses) which is subject to
revision or termination. 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.

Expense reimbursements by FMR will increase a fund's returns and
yield, and repayment of the reimbursement by a fund will lower its
returns and yield.

SUB-ADVISER. FMR has entered into a sub-advisory agreement with FIMM
pursuant to which FIMM has primary responsibility for choosing
investments for each fund. Prior to January 23, 1998, FMR Texas Inc.
(FMR Texas) had primary responsibility for providing investment
management services to each fund. On January 23, 1998, FMR Texas was
merged into FIMM, which succeeded to the operations of FMR Texas.

Under the terms of the sub-advisory agreements , FMR pays FIMM
fees equal to 50% of the management fee payable to FMR under its
management contract with each fund. The fees paid to FIMM are not
reduced by any voluntary or mandatory expense reimbursements that may
be in effect from time to time.

Fees paid to FMR Texas and FIMM by FMR on behalf of the money
market funds for the past three fiscal years are shown in the table
below.

Fund Fiscal Year Ended April 30 Fees Paid to FMR Texas Fees Paid to FIMM

Spartan U.S. Treasury Money 1999 N/A $ 4,620,000
Market Fund

1998 $ 3,092,000 $ 1,160,000

1997 $ 4,219,000 N/A

Spartan U.S. Government Money 1999 N/A $ 1,869,000
Market Fund

1998 $ 1,304,000 $ 477,000

1997 $ 1,882,000 N/A

Spartan Money Market Fund 1999 N/A $ 21,261,000

1998 $ 14,686,000 $ 5,419,000

1997 $ 20,048,000 N/A

</TABLE>

DISTRIBUTION SERVICES

Each fund has entered into a distribution agreement with FDC, an
affiliate of FMR. FDC is a broker-dealer registered under the
Securities Exchange Act of 1934 and a member of the National
Association of Securities Dealers, Inc. The distribution agreements
call for FDC to use all reasonable efforts, consistent with its other
business, to secure purchasers for shares of the fund, which are
continuously offered at NAV. Promotional and administrative expenses
in connection with the offer and sale of shares are paid by FMR.

The Trustees have approved Distribution and Service Plans on behalf of
each fund (the Plans) pursuant to Rule 12b-1 under the 1940 Act (the
Rule). The Rule provides in substance that a mutual fund may not
engage directly or indirectly in financing any activity that is
primarily intended to result in the sale of shares of the fund except
pursuant to a plan approved on behalf of the fund under the Rule. The
Plans, as approved by the Trustees, allow the funds and FMR to incur
certain expenses that might be considered to constitute indirect
payment by the funds of distribution expenses.

Under each Plan, if the payment of management fees by the fund to FMR
is deemed to be indirect financing by the fund of the distribution of
its shares, such payment is authorized by the Plan. Each Plan
specifically recognizes that FMR may use its management fee revenue,
as well as its past profits or its other resources, to pay FDC for
expenses incurred in connection with providing services intended to
result in the sale of fund shares and/or shareholder support services.
In addition, each Plan provides that FMR, directly or through FDC, may
pay intermediaries, such as banks, broker-dealers and other
service-providers, that provide those services. Currently, the Board
of Trustees has authorized such payments for Spartan U.S. Treasury
Money Market, Spartan U.S. Government Money Market and Spartan Money
Market shares.

Payments made by FMR either directly or through FDC to intermediaries
for the fiscal year ended 1999 amounted to $ 26,000 for Spartan
U.S. Treasury Money Market, $ 13,000 for Spartan U.S. Government
Money Market, and $ 159,000 for Spartan Money Market.

Prior to approving each Plan, the Trustees carefully considered all
pertinent factors relating to the implementation of the Plan, and
determined that there is a reasonable likelihood that the Plan will
benefit the fund and its shareholders. In particular, the Trustees
noted that each Plan does not authorize payments by the fund other
than those made to FMR under its management contract with the fund. To
the extent that each Plan gives FMR and FDC greater flexibility in
connection with the distribution of fund shares, additional sales of
fund shares or stabilization of cash flows may result. Furthermore,
certain shareholder support services may be provided more effectively
under the Plans by local entities with whom shareholders have other
relationships.

The Glass-Steagall Act generally prohibits federally and state
chartered or supervised banks from engaging in the business of
underwriting, selling or distributing securities. Although the scope
of this prohibition under the Glass-Steagall Act has not been clearly
defined by the courts or appropriate regulatory agencies, FDC believes
that the Glass-Steagall Act should not preclude a bank from performing
shareholder support services, or servicing and recordkeeping
functions. FDC intends to engage banks only to perform such functions.
However, changes in federal or state statutes and regulations
pertaining to the permissible activities of banks and their affiliates
or subsidiaries, as well as further judicial or administrative
decisions or interpretations, could prevent a bank from continuing to
perform all or a part of the contemplated services. If a bank were
prohibited from so acting, the Trustees would consider what actions,
if any, would be necessary to continue to provide efficient and
effective shareholder services. In such event, changes in the
operation of the funds might occur, including possible termination of
any automatic investment or redemption or other services then provided
by the bank. It is not expected that shareholders would suffer any
adverse financial consequences as a result of any of these
occurrences. In addition, state securities laws on this issue may
differ from the interpretations of federal law expressed herein, and
banks and other financial institutions may be required to register as
dealers pursuant to state law.

Each fund may execute portfolio transactions with, and purchase
securities issued by, depository institutions that receive payments
under the Plans. No preference for the instruments of such depository
institutions will be shown in the selection of investments.

TRANSFER AND SERVICE AGENT AGREEMENTS

Each fund has entered into a transfer agent agreement with Fidelity
Service Company, Inc. (FSC) , an affiliate of FMR. Under the terms
of the agreements, FSC performs transfer agency, dividend disbursing,
and shareholder services for each fund.

For providing transfer agency services, FSC receives an account fee
and an asset-based fee each paid monthly with respect to each account
in a fund. For retail accounts and certain institutional accounts,
these fees are based on account size and fund type. For certain
institutional retirement accounts, these fees are based on fund type.
For certain other institutional retirement accounts, these fees are
based on account type and fund type. The account fees are subject to
increase based on postage rate changes.

FSC also collects small account fees from certain accounts with
balances of less than $2,500.

In addition, FSC collects a $5.00 exchange fee for each exchange out
of the fund.

FSC also collects each fund's $5.00 account closeout fee.

FSC also collects each fund's $2.00 checkwriting fee.

FSC also collects each fund's $5.00 wire transaction fee.

In addition, FSC receives the pro rata portion of the transfer agency
fees applicable to shareholder accounts in a qualified state tuition
program (QSTP), as defined under the Small Business Job Protection Act
of 1996, managed by FMR or an affiliate and each Fidelity Freedom
Fund, a fund of funds managed by an FMR affiliate, according to the
percentage of the QSTP's or Freedom Fund's assets that is invested in
a fund.

FSC pays out-of-pocket expenses associated with providing transfer
agent services. In addition, FSC bears the expense of typesetting,
printing, and mailing prospectuses, statements of additional
information, and all other reports, notices, and statements to
existing shareholders, with the exception of proxy statements.

Each fund has also entered into a service agent agreement with FSC.
Under the terms of the agreement, FSC calculates the NAV and dividends
for each fund and maintains each fund's portfolio and general
accounting records.

For providing pricing and bookkeeping services, FSC receives a monthly
fee based on each fund's average daily net assets throughout the
month.

FMR bears the cost of transfer agency, dividend disbursing, and
shareholder services and pricing and bookkeeping services under the
terms of its management contract with each fund.

DESCRIPTION OF THE TRUST

TRUST ORGANIZATION. Spartan U.S. Treasury Money Market Fund, Spartan
U.S. Government Money Market Fund and Spartan Money Market Fund are
funds of Fidelity Hereford Street Trust, an open-end management
investment company organized as a Delaware business trust on November
18, 1993. Currently there are three funds in the trust: Spartan U.S.
Treasury Money Market Fund, Spartan U.S. Government Money Market Fund
and Spartan Money Market Fund. The Trustees are permitted to create
additional funds in the trust.

The assets of the trust received for the issue or sale of shares of
each fund and all income, earnings, profits, and proceeds thereof,
subject to the rights of creditors, are allocated to such fund, and
constitute the underlying assets of such fund. The underlying assets
of each fund in the trust shall be charged with the liabilities and
expenses attributable to such fund. Any general expenses of the trust
shall be allocated between or among any one or more of the funds.

SHAREHOLDER LIABILITY. The trust is a business trust organized under
Delaware law. Delaware law provides that shareholders shall be
entitled to the same limitations of personal liability extended to
stockholders of private corporations for profit. The courts of some
states, however, may decline to apply Delaware law on this point. The
Trust Instrument contains an express disclaimer of shareholder
liability for the debts, liabilities, obligations, and expenses of the
trust. The Trust Instrument provides that the trust shall not have any
claim against shareholders except for the payment of the purchase
price of shares and requires that each agreement, obligation, or
instrument entered into or executed by the trust or the Trustees
relating to the trust or to a fund shall include a provision limiting
the obligations created thereby to the trust or to one or more funds
and its or their assets. The Trust Instrument further provides that
shareholders of a fund shall not have a claim on or right to any
assets belonging to any other fund.

The Trust Instrument provides for indemnification out of each fund's
property of any shareholder or former shareholder held personally
liable for the obligations of the fund solely by reason of his or her
being or having been a shareholder and not because of his or her acts
or omissions or for some other reason. The Trust Instrument also
provides that each fund shall, upon request, assume the defense of any
claim made against any shareholder for any act or obligation of the
fund and satisfy any judgment thereon. Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is
limited to circumstances in which Delaware law does not apply, no
contractual limitation of liability was in effect, and a fund is
unable to meet its obligations. FMR believes that, in view of the
above, the risk of personal liability to shareholders is extremely
remote.

VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder , you are entitled to one vote for
each dollar of net asset value you own. The voting rights of
shareholders can be changed only by a shareholder vote. Shares may be
voted in the aggregate, by fund and by class.

The shares have no preemptive or conversion rights. Shares are fully
paid and nonassessable, except as set forth under the heading
"Shareholder Liability" above.

The trust or any of its funds may be terminated upon the sale of its
assets to another open-end management investment company or series
thereof, or upon liquidation and distribution of its assets. Generally
such terminations must be approved by a vote of shareholders. In the
event of the dissolution or liquidation of a trust, shareholders of
each of its funds are entitled to receive the underlying assets of
such fund available for distribution. In the event of the dissolution
or liquidation of a fund, shareholders of that fund are entitled to
receive the underlying assets of the fund available for distribution.

Under the Trust Instrument, the Trustees may, without shareholder
vote, in order to change the form of organization of the trust cause
the trust to merge or consolidate with one or more trusts,
partnerships, associations, limited liability companies or
corporations, as long as the surviving entity is an open-end
management investment company, or is a fund thereof, that will succeed
to or assume the trust's registration statement, or cause the trust to
incorporate under Delaware law.

CUSTODIAN. The Bank of New York, 110 Washington Street, New York, New
York, is custodian of the assets of each fund. Each custodian is
responsible for the safekeeping of a fund's assets and the appointment
of any subcustodian banks and clearing agencies. The Chase
Manhattan Bank , headquartered in New York, also may serve as a
special purpose custodian of certain assets in connection with
repurchase agreement transactions.

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

AUDITOR. PricewaterhouseCoopers LLP, 160 Federal Street,
Boston, Massachusetts serves as independent accountant for each fund.
The auditor examines financial statements for the fund and provides
other audit, tax, and related services.

FINANCIAL STATEMENTS

Each fund's financial statements and financial highlights for the
fiscal year ended April 30, 1999, and reports of the auditors, are
included in each fund's annual report and are incorporated herein by
reference.

APPENDIX

Fidelity Focus, Fidelity Investments, Fidelity, Fidelity Investments &
(Pyramid) Design and Magellan are registered trademarks of FMR Corp.
THE THIRD PARTY MARKS APPEARING ABOVE ARE THE MARKS OF THEIR
RESPECTIVE OWNERS.

PART C. OTHER INFORMATION

Item 23 Exhibits

(a) Trust Instrument dated November 18, 1993 is incorporated herein
by reference to Exhibit 1 of the initial registration statement.

(b) Bylaws of the Trust, as amended and dated May 19, 1994, are
incorporated herein by reference to Exhibit 2(a) of Fidelity
Union Street Trust II's (File No. 33-43757) Post-Effective
Amendment No. 10.

(c) Supplement to the Trust Instrument dated March 31, 1997 is
incorporated herein by reference to Exhibit 1(b) of
Post-Effective Amendment No. 8.

(d) (1) Management Contract between FMR Co. and Fidelity Hereford
Street Trust on behalf of Spartan U.S. Treasury Money
Market Fund is filed herein as Exhibit d(1).

(2) Management Contract between FMR Co. and Fidelity Hereford
Street Trust on behalf of Spartan U.S. Government Money
Market Fund is filed herein as Exhibit d(2).

(3) Management Contract between FMR Co. and Fidelity Hereford
Street Trust on behalf of Spartan Money Market Fund is
filed herein as Exhibit d(3).

(4) Sub-Advisory Agreement, dated June 17, 1994, between FMR
Texas Inc. (currently known as Fidelity Investments Money
Management, Inc.) and Fidelity Management & Research Company,
on behalf of Spartan Money Market Fund, is incorporated
herein by reference to Exhibit 5(c) of Post-Effective
Amendment No. 4.

(5) Sub-Advisory Agreement, dated June 17, 1994, between FMR
Texas Inc. (currently known as Fidelity Investments Money
Management, Inc.) and Fidelity Management & Research Company,
on behalf of Spartan U.S. Government Money Market Fund, is
incorporated herein by reference to Exhibit 5(d) of
Post-Effective Amendment No. 4.

(6) Sub-Advisory Agreement, dated June 16, 1995, between FMR
Texas Inc. (currently known as Fidelity Investments Money
Management, Inc.) and Fidelity Management & Research Company,
on behalf of Spartan U.S. Treasury Money Market Fund, is
incorporated herein by reference to Exhibit 5(f) of
Post-Effective Amendment No. 7.

(e) (1) General Distribution Agreement, dated March 23, 1994, between
Spartan Money Market Fund and Fidelity Distributors
Corporation is incorporated herein by reference to Exhibit
6(a) of Post-Effective Amendment No. 7.

(2) General Distribution Agreement, dated March 23, 1994, between
Spartan U.S. Government Money Market Fund and Fidelity
Distributors Corporation is incorporated herein by reference
to Exhibit 6(b) of Post-Effective Amendment No. 7.

(3) General Distribution Agreement, dated June 16, 1995, between
Spartan U.S. Treasury Money Market Fund and Fidelity
Distributors Corporation is incorporated herein by reference
to Exhibit 6(c) of Post-Effective Amendment No. 7.

(4) Amendments to the General Distribution Agreement between the
Registrant and Fidelity Distributors Corporation, dated March
14, 1996 and July 15, 1996 are incorporated herein by
reference to Exhibit 6(a) of Fidelity Court Street Trust's
Post-Effective Amendment No. 61 (File No. 2-58774).

(f) (1) Retirement Plan for Non-Interested Person Trustees, Directors
or General Partners, as amended on November 16, 1995, is
incorporated herein by reference to Exhibit 7(b) of Fidelity
Select Portfolio's (File No. 2-69972) Post-Effective
Amendment No. 54.

(2) The Fee Deferral Plan for Non-Interested Person Directors and
Trustees of the Fidelity Funds, effective as of September 14,
1995 and amended through November 14, 1996, is incorporated
herein by reference to Exhibit 7(b) of Fidelity Aberdeen
Street Trust's (File No. 33-43529) Post-Effective Amendment
No. 19.

(g) (1) Custodian Agreement and Appendix C, dated December 1, 1994,
between The Bank of New York and the Registrant are
incorporated herein by reference to Exhibit 8(a) of
Post-Effective Amendment No. 4.

(2) Appendix A, dated May 19, 1999, to the Custodian Agreement,
dated December 1, 1994, between The Bank of New York and the
Registrant is filed herein as Exhibit g(2).

(3) Appendix B, dated March 18, 1999, to the Custodian Agreement,
dated December 1, 1994, between The Bank of New York and the
Registrant is filed herein as Exhibit g(3).

(4) Addendum, dated October 21, 1996, to the Custodian Agreement,
dated December 1, 1994, between The Bank of New York and the
Registrant is filed herein as Exhibit g(4).

(5) Fidelity Group Repo Custodian Agreement among The Bank of New
York, J. P. Morgan Securities, Inc., and the Registrant,
dated February 12, 1996, is incorporated herein by reference
to Exhibit 8(d) of Fidelity Institutional Cash Portfolios'
(File No. 2-74808) Post-Effective Amendment No. 31.

(6) Schedule 1 to the Fidelity Group Repo Custodian Agreement
between The Bank of New York and the Registrant, dated
February 12, 1996, is incorporated herein by reference to
Exhibit 8(e) of Fidelity Institutional Cash Portfolios' (File
No. 2-74808) Post-Effective Amendment No. 31.

(7) Fidelity Group Repo Custodian Agreement among Chemical Bank,
Greenwich Capital Markets, Inc., and the Registrant, dated
November 13, 1995, is incorporated herein by reference to
Exhibit 8(f) of Fidelity Institutional Cash Portfolios' (File
No. 2-74808) Post-Effective Amendment No. 31.

(8) Schedule 1 to the Fidelity Group Repo Custodian Agreement
between Chemical Bank and the Registrant, dated November 13,
1995, is incorporated herein by reference to Exhibit 8(g) of
Fidelity Institutional Cash Portfolios' (File No. 2-74808)
Post-Effective Amendment No. 31.

(9) Joint Trading Account Custody Agreement between The Bank of
New York and Fidelity Hereford Street Trust on behalf of
Spartan U.S. Government Money Market Fund and Spartan Money
Market Fund, dated May 11, 1995, is incorporated herein by
reference to Exhibit 8(h) of Fidelity Institutional Cash
Portfolios' (File No. 2-74808) Post-Effective Amendment No.
31.

(10) First Amendment to Joint Trading Account Custody Agreement
between The Bank of New York and Fidelity Hereford Street
Trust on behalf of Spartan U.S. Government Money Market Fund
and Spartan Money Market Fund, dated July 14, 1995, is
incorporated herein by reference to Exhibit 8(i) of Fidelity
Institutional Cash Portfolios' (File No. 2-74808)
Post-Effective Amendment No. 31.

(11) Joint Trading Account Custody Agreement between The Bank of
New York and Spartan U.S. Treasury Money Market Fund, dated
May 11, 1995, is incorporated herein by reference to Exhibit
8(h) of Fidelity Institutional Cash Portfolios' (File No.
2-74808) Post-Effective Amendment No. 31.

(12) First Amendment to Joint Trading Account Custody Agreement
between The Bank of New York and Spartan U.S. Treasury Money
Market Fund, dated July 14, 1995, is incorporated herein by
reference to Exhibit 8(i) of Fidelity Institutional Cash
Portfolios' (File No. 2-74808) Post-Effective Amendment No.
31.

(h) Not applicable.

(i) Not applicable.

(j) Consent of PricewaterhouseCoopers LLP, dated June 17, 1999 is
filed herein as Exhibit j(1).

(k) Not applicable.

(l) Not applicable.

(m) (1) Distribution and Service Plan pursuant to Rule 12b-1 for
Spartan Money Market Fund is filed herein as Exhibit m(1).

(2) Distribution and Service Plan pursuant to Rule 12b-1 for
Spartan U.S. Government Money Market Fund is filied herein as
Exhibit m(2).

(3) Distribution and Service Plan pursuant to Rule 12b-1 for
Spartan U.S. Treasury Money Market Fund is filed herein as
Exhibit m(3).

(n) Financial Data Schedules for the funds are filed herein as
Exhibit 27.

(o) Not applicable.

Item 24. Trusts Controlled by or under Common Control with this Trust

The Board of Trustees of the Trust is the same as the board of other
Fidelity funds, each of which has Fidelity Management & Research
Company, or an affiliate, as its investment adviser. In addition, the
officers of the Trust are substantially identical to those of the
other Fidelity funds. Nonetheless, the Trust takes the position that
it is not under common control with other Fidelity funds because the
power residing in the respective boards and officers arises as the
result of an official position with the respective trusts.

Item 25. Indemnification

Pursuant to Del. Code Ann. title 12 (sub-section) 3817, a Delaware
business trust may provide in its governing instrument for the
indemnification of its officers and trustees from and against any and
all claims and demands whatsoever. Article X, Section 10.02 of the
Trust Instrument sets forth the reasonable and fair means for
determining whether indemnification shall be provided to any past or
present Trustee or officer. It states that the Trust shall indemnify
any present or past trustee or officer to the fullest extent permitted
by law against liability, and all expenses reasonably incurred by him
or her in connection with any claim, action, suit or proceeding in
which he or she is involved by virtue of his or her service as a
trustee or officer and against any amount incurred in settlement
thereof. Indemnification will not be provided to a person adjudged by
a court or other adjudicatory body to be liable to the Trust or its
shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of his or her duties (collectively,
"disabling conduct"), or not to have acted in good faith in the
reasonable belief that his or her action was in the best interest of
the Trust. In the event of a settlement, no indemnification may be
provided unless there has been a determination, as specified in the
Trust Instrument, that the officer or trustee did not engage in
disabling conduct.

Pursuant to Section 11 of the Distribution Agreement, the Trust
agrees to indemnify and hold harmless the Distributor and each of its
directors and officers and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act against
any loss, liability, claim, damages or expense (including the
reasonable cost of investigating or defending any alleged loss,
liability, claim, damages, or expense and reasonable counsel fees
incurred in connection therewith) arising by reason of any person
acquiring any shares, based upon the ground that the registration
statement, Prospectus, Statement of Additional Information,
shareholder reports or other information filed or made public by the
Trust (as from time to time amended) included an untrue statement of a
material fact or omitted to state a material fact required to be
stated or necessary in order to make the statements not misleading
under the 1933 Act, or any other statute or the common law. However,
the Trust does not agree to indemnify the Distributor or hold it
harmless to the extent that the statement or omission was made in
reliance upon, and in conformity with, information furnished to the
Trust by or on behalf of the Distributor. In no case is the indemnity
of the Trust in favor of the Distributor or any person indemnified to
be deemed to protect the Distributor or any person against any
liability to the Issuer or its security holders to which the
Distributor or such person would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its
obligations and duties under this Agreement.

Pursuant to the agreement by which Fidelity Service Company, Inc.
("FSC") is appointed transfer agent, the Trust agrees to indemnify and
hold FSC harmless against any losses, claims, damages, liabilities or
expenses (including reasonable counsel fees and expenses) resulting
from:

(1) any claim, demand, action or suit brought by any person other
than the Trust, including by a shareholder, which names FSC and/or the
Trust as a party and is not based on and does not result from FSC's
willful misfeasance, bad faith or negligence or reckless disregard of
duties, and arises out of or in connection with FSC's performance
under the Transfer Agency Agreement; or

(2) any claim, demand, action or suit (except to the extent
contributed to by FSC's willful misfeasance, bad faith or negligence
or reckless disregard of its duties) which results from the negligence
of the Trust, or from FSC's acting upon any instruction(s) reasonably
believed by it to have been executed or communicated by any person
duly authorized by the Trust, or as a result of FSC's acting in
reliance upon advice reasonably believed by FSC to have been given by
counsel for the Trust, or as a result of FSC's acting in reliance upon
any instrument or stock certificate reasonably believed by it to have
been genuine and signed, countersigned or executed by the proper
person.

Item 26. Business and Other Connections of Investment Advisers

(1) FIDELITY MANAGEMENT & RESEARCH COMPANY (FMR)
82 Devonshire Street, Boston, MA 02109

FMR serves as investment adviser to a number of other investment
companies. The directors and officers of the Adviser have held,
during the past two fiscal years, the following positions of a
substantial nature.

Edward C. Johnson 3d Chairman of the Board and
Director of FMR; President
and Chief Executive Officer
of FMR Corp.; Chairman of
the Board and Director of
FMR Corp., Fidelity
Investments Money
Management, Inc. (FIMM),
Fidelity Management &
Research (U.K.) Inc. (FMR
U.K.), and Fidelity
Management & Research (Far
East) Inc. (FMR Far East);
Chairman of the Executive
Committee of FMR; Director
of Fidelity Investments
Japan Limited (FIJ);
President and Trustee of
funds advised by FMR.

Robert C. Pozen President and Director of
FMR; Senior Vice President
and Trustee of funds advised
by FMR; President and
Director of FIMM, FMR U.K.,
and FMR Far East;
Previously, General Counsel,
Managing Director, and
Senior Vice President of FMR
Corp.

Peter S. Lynch Vice Chairman of the Board
and Director of FMR.

John H. Carlson Vice President of FMR and of
funds advised by FMR.

Dwight D. Churchill Senior Vice President of FMR
and Vice President of Bond
Funds advised by FMR; Vice
President of FIMM.

Brian Clancy Vice President of FMR and
Treasurer of FMR, FIMM, FMR
U.K., and FMR Far East.

Barry Coffman Vice President of FMR.

Arieh Coll Vice President of FMR.

Frederic G. Corneel Tax Counsel of FMR.

Stephen G. Manning Assistant Treasurer of FMR,
FIMM, FMR U.K., FMR Far
East; Vice President and
Treasurer of FMR Corp.;
Treasurer of Strategic
Advisers, Inc.

William Danoff Senior Vice President of FMR
and Vice President of a fund
advised by FMR.

Scott E. DeSano Vice President of FMR.

Penelope Dobkin Vice President of FMR and of
a fund advised by FMR.

Walter C. Donovan Vice President of FMR.

Bettina Doulton Vice President of FMR and of
funds advised by FMR.

Margaret L. Eagle Vice President of FMR and of
funds advised by FMR.

William R. Ebsworth Vice President of FMR.

Richard B. Fentin Senior Vice President of FMR
and Vice President of a fund
advised by FMR.

Gregory Fraser Vice President of FMR and of
a fund advised by FMR.

Jay Freedman Assistant Clerk of FMR; Clerk
of FMR Corp., FMR U.K., FMR
Far East, and Strategic
Advisers, Inc.; Secretary of
FIMM; Associate General
Counsel FMR Corp.

David L. Glancy Vice President of FMR and of
a fund advised by FMR.

Barry A. Greenfield Vice President of FMR and of
a fund advised by FMR.

Boyce I. Greer Senior Vice President of FMR
and Vice President of Money
Market Funds advised by FMR;
Vice President of FIMM.

Bart A. Grenier Senior Vice President of FMR;
Vice President of
High-Income Funds advised by
FMR.

Robert J. Haber Vice President of FMR.

Richard C. Habermann Senior Vice President of FMR;
Vice President of funds
advised by FMR.

Fred L. Henning Jr. Senior Vice President of FMR
and Vice President of
Fixed-Income Funds advised
by FMR.

Bruce T. Herring Vice President of FMR.

Robert F. Hill Vice President of FMR;
Director of Technical
Research.

Abigail P. Johnson Senior Vice President of FMR
and Vice President of funds
advised by FMR; Director of
FMR Corp.; Associate
Director and Senior Vice
President of Equity Funds
advised by FMR.

David B. Jones Vice President of FMR.

Steven Kaye Senior Vice President of FMR
and of a fund advised by FMR.

Francis V. Knox Vice President of FMR;
Compliance Officer of FMR
U.K. and FMR Far East.

Harris Leviton Vice President of FMR and of
a fund advised by FMR.

Bradford E. Lewis Vice President of FMR and of
funds advised by FMR.

Richard R. Mace Jr. Vice President of FMR and of
funds advised by FMR.

Charles A. Mangum Vice President of FMR and of
a fund advised by FMR.

Kevin McCarey Vice President of FMR and of
a fund advised by FMR.

Neal P. Miller Vice President of FMR.

Jacques Perold Vice President of FMR.

Alan Radlo Vice President of FMR.

Eric D. Roiter Vice President and General
Counsel and Clerk of FMR and
Secretary of funds advised
by FMR.

Lee H. Sandwen Vice President of FMR.

Patricia A. Satterthwaite Vice President of FMR and of
a fund advised by FMR.

Fergus Shiel Vice President of FMR.

Richard A. Silver Vice President of FMR.

Carol A. Smith-Fachetti Vice President of FMR.

Steven J. Snider Vice President of FMR and of
funds advised by FMR.

Thomas T. Soviero Vice President of FMR and of
a fund advised by FMR.

Richard Spillane Senior Vice President of FMR;
Associate Director and
Senior Vice President of
Equity Funds advised by FMR;
Previously, Senior Vice
President and Director of
Operations and Compliance of
FMR U.K.

Thomas M. Sprague Vice President of FMR and of
funds advised by FMR.

Robert E. Stansky Senior Vice President of FMR
and Vice President of a fund
advised by FMR.

Scott D. Stewart Vice President of FMR.

Thomas Sweeney Vice President of FMR.

Beth F. Terrana Senior Vice President of FMR
and Vice President of a fund
advised by FMR.

Yoko Tilley Vice President of FMR.

Joel C. Tillinghast Vice President of FMR and of
a fund advised by FMR.

Robert Tuckett Vice President of FMR.

Jennifer Uhrig Vice President of FMR and of
funds advised by FMR.

George A. Vanderheiden Senior Vice President of FMR
and Vice President of funds
advised by FMR; Director of
FMR Corp.

Steven S. Wymer Vice President of FMR and of
a fund advised by FMR.

(4) FIDELITY INVESTMENTS MONEY MANAGEMENT, INC. (FIMM)
Contra Way, Merrimack, NH 03054

FIMM provides investment advisory services to Fidelity Management &
Research Company. The directors and officers of the Sub-Adviser have
held the following positions of a substantial nature during the past
two fiscal years.

Edward C. Johnson 3d Chairman of the Board and
Director of FIMM, FMR, FMR
Corp., FMR Far East, and FMR
U.K.; Chairman of the
Executive Committee of FMR;
President and Chief
Executive Officer of FMR
Corp.; Director of Fidelity
Investments Japan Limited
(FIJ); President and Trustee
of funds advised by FMR.

Robert C. Pozen President and Director of
FIMM; Senior Vice President
and Trustee of funds advised
by FMR; President and
Director of FIMM, FMR U.K.,
and FMR Far East;
Previously, General Counsel,
Managing Director, and
Senior Vice President of FMR
Corp.

Fred L. Henning Jr. Senior Vice President of
FIMM; Senior Vice President
of FMR and Vice President of
Fixed-Income Funds advised
by FMR.

Boyce I. Greer Vice President of FIMM;
Senior Vice President of FMR
and Vice President of Money
Market Funds advised by FMR.

Dwight D. Churchill Vice President of FIMM;
Senior Vice President of FMR
and Vice President of Bond
Funds advised by FMR.

Brian Clancy Treasurer of FIMM, FMR Far
East, FMR U.K., and FMR and
Vice President of FMR.

Jay Freedman Secretary of FIMM; Clerk of
FMR U.K., FMR Far East, FMR
Corp. and Strategic
Advisers, Inc.; Assistant
Clerk of FMR; Secretary of
FIMM; Associate General
Counsel FMR Corp.

Susan Englander Hislop Assistant Clerk of FIMM, FMR
U.K. and FMR Far East.

Stephen G. Manning Assistant Treasurer of FIMM,
FMR U.K., FMR Far East, and
FMR; Vice President and
Treasurer of FMR Corp.;
Treasurer of Strategic
Advisers, Inc.

Item 27. Principal Underwriters

(a) Fidelity Distributors Corporation (FDC) acts as distributor for
all funds advised by FMR or an affiliate.

(b)

Name and Principal Positions and Offices Positions and Offices

Business Address* with Underwriter with Fund

Edward C. Johnson 3d Director Trustee and President

Michael Mlinac Director None

James Curvey Director None

Martha B. Willis President None

Eric D. Roiter Vice President Secretary

Caron Ketchum Treasurer and Controller None

Gary Greenstein Assistant Treasurer None

Jay Freedman Assistant Clerk None

Linda Holland Compliance Officer None

* 82 Devonshire Street, Boston, MA

Item 28. Location of Accounts and Records

All accounts, books, and other documents required to be maintained by
Section 31(a) of the 1940 Act and the Rules promulgated thereunder are
maintained by Fidelity Management & Research Company, Fidelity Service
Company, Inc. or Fidelity Investments Institutional Operations
Company, Inc., 82 Devonshire Street, Boston, MA 02109, or the funds'
Custodian, The Bank of New York, 110 Washington Street, New York, NY.

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets
all of the requirements for the effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and
has duly caused this Post-Effective Amendment No. 10 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, and Commonwealth of
Massachusetts, on the 17th day of June 1999.

Fidelity Hereford Street Trust
By /s/Edward C. Johnson 3d (dagger)
Edward C. Johnson 3d, President

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.

(Signature) (Title) (Date)

/s/Edward C. Johnson 3d President and Trustee June 17, 1999
(dagger)

Edward C. Johnson 3d (Principal Executive Officer)

/s/Richard A. Silver Treasurer June 17, 1999

Richard A. Silver

/s/Robert C. Pozen Trustee June 17, 1999

Robert C. Pozen

/s/Ralph F. Cox Trustee June 17, 1999
*

Ralph F. Cox

/s/Phyllis Burke Davis Trustee June 17, 1999
*

Phyllis Burke Davis

/s/Robert M. Gates Trustee June 17, 1999
**

Robert M. Gates

/s/E. Bradley Jones Trustee June 17, 1999
*

E. Bradley Jones

/s/Donald J. Kirk Trustee June 17, 1999
*

Donald J. Kirk

/s/Peter S. Lynch Trustee June 17, 1999
*

Peter S. Lynch

/s/Marvin L. Mann Trustee June 17, 1999
*

Marvin L. Mann

/s/William O. McCoy Trustee June 17, 1999
*

William O. McCoy

/s/Gerald C. McDonough Trustee June 17, 1999
*

Gerald C. McDonough

/s/Thomas R. Williams Trustee June 17, 1999
*

Thomas R. Williams

(dagger) Signatures affixed by Robert C. Pozen pursuant to a power of
attorney dated July 17, 1997 and filed herewith.

* Signature affixed by Robert C. Hacker pursuant to a power of
attorney dated December 19, 1996 and filed herewith.

** Signature affixed by Robert C. Hacker pursuant to a power of
attorney dated March 6, 1997 and filed herewith.

POWER OF ATTORNEY

I, the undersigned Director, Trustee, or General Partner, as the case
may be, of the following investment companies:

Fidelity Aberdeen Street Trust Fidelity Government
Fidelity Advisor Annuity Fund Securities Fund
Fidelity Advisor Series I Fidelity Hastings Street Trust
Fidelity Advisor Series II Fidelity Hereford Street Trust
Fidelity Advisor Series III Fidelity Income Fund
Fidelity Advisor Series IV Fidelity Institutional Cash
Fidelity Advisor Series V Portfolios
Fidelity Advisor Series VI Fidelity Institutional
Fidelity Advisor Series VII Tax-Exempt Cash Portfolios
Fidelity Advisor Series VIII Fidelity Institutional Trust
Fidelity Beacon Street Trust Fidelity Investment Trust
Fidelity Boston Street Trust Fidelity Magellan Fund
Fidelity California Municipal Fidelity Massachusetts
Trust Municipal Trust
Fidelity California Municipal Fidelity Money Market Trust
Trust II Fidelity Mt. Vernon Street
Fidelity Capital Trust Trust
Fidelity Charles Street Trust Fidelity Municipal Trust
Fidelity Commonwealth Trust Fidelity Municipal Trust II
Fidelity Congress Street Fund Fidelity New York Municipal
Fidelity Contrafund Trust
Fidelity Corporate Trust Fidelity New York Municipal
Fidelity Court Street Trust Trust II
Fidelity Court Street Trust II Fidelity Phillips Street Trust
Fidelity Covington Trust Fidelity Puritan Trust
Fidelity Daily Money Fund Fidelity Revere Street Trust
Fidelity Daily Tax-Exempt Fund Fidelity School Street Trust
Fidelity Destiny Portfolios Fidelity Securities Fund
Fidelity Deutsche Mark Fidelity Select Portfolios
Performance Fidelity Sterling Performance
Portfolio, L.P. Portfolio, L.P.
Fidelity Devonshire Trust Fidelity Summer Street Trust
Fidelity Exchange Fund Fidelity Trend Fund
Fidelity Financial Trust Fidelity U.S.
Fidelity Fixed-Income Trust Investments-Bond Fund, L.P.
Fidelity U.S.
Investments-Government
Securities
Fund, L.P.
Fidelity Union Street Trust
Fidelity Union Street Trust II
Fidelity Yen Performance
Portfolio, L.P.
Variable Insurance Products
Fund
Variable Insurance Products
Fund II

plus any other investment company for which Fidelity Management &
Research Company or an affiliate acts as investment adviser and for
which the undersigned individual serves as Director, Trustee, or
General Partner (collectively, the "Funds"), hereby constitute and
appoint Arthur J. Brown, Arthur C. Delibert, Stephanie A. Djinis,
Robert C. Hacker, Thomas M. Leahey, Richard M. Phillips, and Dana L.
Platt, each of them singly, my true and lawful attorneys-in-fact, with
full power of substitution, and with full power to each of them, to
sign for me and in my name in the appropriate capacities, all
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other instruments in
connection therewith, and generally to do all such things in my name
and behalf in connection therewith as said attorneys-in-fact deem
necessary or appropriate, to comply with the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, and all
related requirements of the Securities and Exchange Commission. I
hereby ratify and confirm all that said attorneys-in-fact or their
substitutes may do or cause to be done by virtue hereof. This power
of attorney is effective for all documents filed on or after March 1,
1997.

WITNESS my hand on the date set forth below.
/s/Robert M. Gates March 6, 1997

Robert M. Gates

POWER OF ATTORNEY

I, the undersigned President and Director, Trustee, or General
Partner, as the case may be, of the following investment companies:

Fidelity Aberdeen Street Trust Fidelity Hereford Street Trust
Fidelity Advisor Series I Fidelity Income Fund
Fidelity Advisor Series II Fidelity Institutional Cash
Fidelity Advisor Series III Portfolios
Fidelity Advisor Series IV Fidelity Institutional
Fidelity Advisor Series V Tax-Exempt Cash Portfolios
Fidelity Advisor Series VI Fidelity Investment Trust
Fidelity Advisor Series VII Fidelity Magellan Fund
Fidelity Advisor Series VIII Fidelity Massachusetts
Fidelity Beacon Street Trust Municipal Trust
Fidelity Boston Street Trust Fidelity Money Market Trust
Fidelity California Municipal Fidelity Mt. Vernon Street
Trust Trust
Fidelity California Municipal Fidelity Municipal Trust
Trust II Fidelity Municipal Trust II
Fidelity Capital Trust Fidelity New York Municipal
Fidelity Charles Street Trust Trust
Fidelity Commonwealth Trust Fidelity New York Municipal
Fidelity Concord Street Trust Trust II
Fidelity Congress Street Fund Fidelity Phillips Street Trust
Fidelity Contrafund Fidelity Puritan Trust
Fidelity Corporate Trust Fidelity Revere Street Trust
Fidelity Court Street Trust Fidelity School Street Trust
Fidelity Court Street Trust II Fidelity Securities Fund
Fidelity Covington Trust Fidelity Select Portfolios
Fidelity Daily Money Fund Fidelity Sterling Performance
Fidelity Destiny Portfolios Portfolio, L.P.
Fidelity Deutsche Mark Fidelity Summer Street Trust
Performance Fidelity Trend Fund
Portfolio, L.P. Fidelity U.S.
Fidelity Devonshire Trust Investments-Bond Fund, L.P.
Fidelity Exchange Fund Fidelity U.S.
Fidelity Financial Trust Investments-Government
Fidelity Fixed-Income Trust Securities
Fidelity Government Fund, L.P.
Securities Fund Fidelity Union Street Trust
Fidelity Hastings Street Trust Fidelity Union Street Trust II
Fidelity Yen Performance
Portfolio, L.P.
Newbury Street Trust
Variable Insurance Products
Fund
Variable Insurance Products
Fund II
Variable Insurance Products
Fund III

in addition to any other investment company for which Fidelity
Management & Research Company or an affiliate acts as investment
adviser and for which the undersigned individual serves as President
and Director, Trustee, or General Partner (collectively, the "Funds"),
hereby constitute and appoint Robert C. Pozen my true and lawful
attorney-in-fact, with full power of substitution, and with full power
to him to sign for me and in my name in the appropriate capacity, all
Registration Statements of the Funds on Form N-1A, Form N-8A, or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A, Form N-8A, or any successor thereto, any
Registration Statements on Form N-14, and any supplements or other
instruments in connection therewith, and generally to do all such
things in my name and on my behalf in connection therewith as said
attorney-in-fact deems necessary or appropriate, to comply with the
provisions of the Securities Act of 1933 and the Investment Company
Act of 1940, and all related requirements of the Securities and
Exchange Commission. I hereby ratify and confirm all that said
attorney-in-fact or his substitutes may do or cause to be done by
virtue hereof. This power of attorney is effective for all documents
filed on or after August 1, 1997.

WITNESS my hand on the date set forth below.
/s/Edward C. Johnson 3d_ July 17, 1997

Edward C. Johnson 3d

POWER OF ATTORNEY

We, the undersigned Directors, Trustees, or General Partners, as the
case may be, of the following investment companies:

plus any other investment company for which Fidelity Management &
Research Company or an affiliate acts as investment adviser and for
which the undersigned individual serves as Directors, Trustees, or
General Partners (collectively, the "Funds"), hereby constitute and
appoint Arthur J. Brown, Arthur C. Delibert, Stephanie A. Djinis,
Robert C. Hacker, Thomas M. Leahey, Richard M. Phillips, and Dana L.
Platt, each of them singly, our true and lawful attorneys-in-fact,
with full power of substitution, and with full power to each of them,
to sign for us and in our names in the appropriate capacities, all
Registration Statements of the Funds on Form N-1A, Form N-8A or any
successor thereto, any and all subsequent Amendments, Pre-Effective
Amendments, or Post-Effective Amendments to said Registration
Statements on Form N-1A or any successor thereto, any Registration
Statements on Form N-14, and any supplements or other instruments in
connection therewith, and generally to do all such things in our names
and behalf in connection therewith as said attorneys-in-fact deems
necessary or appropriate, to comply with the provisions of the
Securities Act of 1933 and the Investment Company Act of 1940, and all
related requirements of the Securities and Exchange Commission. I
hereby ratify and confirm all that said attorneys-in-fact or their
substitutes may do or cause to be done by virtue hereof. This power
of attorney is effective for all documents filed on or after January
1, 1997.

WITNESS our hands on this nineteenth day of December, 1996.

/s/Edward C. Johnson /s/Peter S.
3d___________ Lynch________________

Edward C. Johnson 3d Peter S. Lynch

/s/J. Gary /s/William O.
Burkhead_______________ McCoy______________

J. Gary Burkhead William O. McCoy

/s/Ralph F. Cox /s/Gerald C.
__________________ McDonough___________

Ralph F. Cox Gerald C. McDonough

/s/Phyllis Burke /s/Marvin L.
Davis_____________ Mann________________

Phyllis Burke Davis Marvin L. Mann

/s/E. Bradley /s/Thomas R. Williams
Jones________________ ____________

E. Bradley Jones Thomas R. Williams

/s/Donald J. Kirk
__________________

Donald J. Kirk

Exhibit d(1)

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

AMENDMENT as of this 1st day of June, 1999, 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, 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 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 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.

FIDELITY HEREFORD STREET TRUST
ON BEHALF OF SPARTAN U.S. TREASURY MONEY MARKET FUND

By /s/Robert C. Pozen
Robert C. Pozen
Senior Vice President

FIDELITY MANAGEMENT & RESEARCH COMPANY
By /s/Robert C. Pozen
Robert C. Pozen
President

Exhibit d(2)

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

AMENDMENT as of this 1st day of June, 1999, 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.

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.

FIDELITY HEREFORD STREET TRUST
ON BEHALF OF SPARTAN U.S. GOVERNMENT MONEY MARKET FUND

By /s/Robert C. Pozen
Robert C. Pozen
Senior Vice President

FIDELITY MANAGEMENT & RESEARCH COMPANY

By /s/Robert C. Pozen
Robert C. Pozen
President

Exhibit d(3)

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

AMENDMENT as of this 1st day of June, 1999, 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.

FIDELITY HEREFORD STREET TRUST
ON BEHALF OF SPARTAN MONEY MARKET FUND

By /s/Robert C. Pozen
Robert C. Pozen
Senior Vice President

FIDELITY MANAGEMENT & RESEARCH COMPANY

By /s/Robert C. Pozen
Robert C. Pozen
President

Exhibit g(2)
APPENDIX "A"
TO
CUSTODIAN AGREEMENT
BETWEEN
The Bank of New York and each of the following Investment Companies
Dated as of May 19, 1999

The following is a list of the Funds and their respective Portfolios
for which the Custodian shall serve under a Custodian Agreement dated
as of December 1, 1994:

<TABLE>
<CAPTION>
<S> <C> <C>
FUND Portfolio Effective as of:
Fidelity Aberdeen Street Trust Fidelity Freedom Income Fund August 31, 1996
Fidelity Freedom 2000 Fund August 31, 1996
Fidelity Freedom 2010 Fund August 31, 1996
Fidelity Freedom 2020 Fund August 31, 1996
Fidelity Freedom 2030 Fund August 31, 1996

Fidelity Advisor Series II Fidelity Advisor Government Investment Fund December 1, 1994
Fidelity Advisor High Yield Fund December 1, 1994
Fidelity Advisor Intermediate Bond Fund** December 1, 1994
Fidelity Advisor Mortgage Securities Fund* December 1, 1994
Fidelity Advisor Short Fixed-Income Fund December 1, 1994
Fidelity Advisor Strategic Income Fund December 1, 1994

Fidelity Advisor Series IV Fidelity Institutional Short-Intermediate Government Fund December 1, 1994
Fidelity Real Estate High Income Fund December 1, 1994

Fidelity Boston Street Trust Fidelity Target Timeline 1999 January 18, 1996
Fidelity Target Timeline 2001 January 18, 1996
Fidelity Target Timeline 2003 January 18, 1996

Fidelity Charles Street Trust Spartan Short-Term Bond Fund December 1, 1994
Spartan Investment Grade Bond Fund December 1, 1994

Fidelity Commonwealth Trust Fidelity Intermediate Bond Fund December 1, 1994

Fidelity Concord Street Trust Fidelity U.S. Bond Index Fund December 1, 1994

Fidelity Covington Trust Fidelity Real Estate High Income Fund II May 16, 1996

Colchester Street Trust Domestic Portfolio September 14, 1995
Money Market Portfolio September 14, 1995
Government Portfolio September 14, 1995
Treasury Portfolio September 14, 1995
Treasury Only Portfolio September 14, 1995
Tax-Exempt Portfolio September 14, 1995

Fidelity Fixed-Income Trust Fidelity Short-Term Bond Fund December 1, 1994
Fidelity Investment Grade Bond Fund December 1, 1994
Spartan Government Income Fund December 1, 1994
Fidelity High Income Fund December 1, 1994

Fidelity Hereford Street Trust Spartan Money Market Fund December 1, 1994
Spartan U.S. Government Money Market Fund September 14, 1995
Spartan U.S. Treasury Money Market Fund September 14, 1995

Fidelity Income Fund Fidelity Ginnie Mae Fund December 1, 1994
Fidelity Intermediate Government Income Fund*** December 1, 1994

Fidelity Money Market Trust Retirement Government Money Market Portfolio September 14, 1995
Retirement Money Market Portfolio September 14, 1995

Fidelity Phillips Street Trust Fidelity Cash Reserves December 1, 1994
Fidelity U.S. Government Reserves September 14, 1995

Fidelity Select Portfolios Money Market Portfolio December 1, 1994

Fidelity Summer Street Trust Fidelity Capital & Income Fund December 1, 1994

Fidelity School Street Trust Fidelity Strategic Income Fund March 19, 1998

Fidelity Union Street Trust Spartan Ginnie Mae Fund December 1, 1994

Fidelity Union Street Trust II Fidelity Daily Income Trust December 1, 1994

Newbury Street Trust Prime Fund - Daily Money Class September 14, 1995
Prime Fund - Capital Reserves Class September 18, 1997
Treasury Fund - Daily Money Class September 14, 1995
Treasury Fund - Advisor B Class September 14, 1996
Treasury Fund - Capital Reserves Class September 18, 1997

Variable Insurance Products Fund High Income Portfolio December 1, 1994
Money Market Portfolio September 14, 1995

Variable Insurance Products Fund II Investment Grade Bond Portfolio December 1, 1994

</TABLE>
*Fidelity Income Fund: Fidelity Advisor Mortgage Securities Fund moved into
Fidelity Advisor Series II effective 2/26/99.
**Fidelity Advisor Series IV: Fidelity Advisor Intermediate Bond Fund moved
into Fidelity Advisor Series II effective
2/26/99.
***Fidelity Fixed Income Trust: Spartan Short-Intermediate Government Fund
merged into Fidelity Income Fund: Fidelity Intermediate Government
Income Fund effective 4/22/99.

Each of the Investment Companies The Bank of New York
listed on this Appendix "A", on behalf
of each of their respective Portfolios

By: /s/John Costello By: /s/Stephen E. Grunston
Name: John Costello Name: Stephen E. Grunston
Title: Asst. Treasurer Title: Vice President

Exhibit g(3)

Appendix "B"
To
Custodian Agreement
Between
The Bank of new York and Each of the Investment
Companies Listed on Appendix "A" thereto
Dated as of March 18, 1999

The following is a list of Additional Custodians, Special
Subcustodians and Foreign Subcustodians under the Custodian Agreement
dated as of December 1, 1994 (the "Custodian Agreement"):
A. Additional Custodians
CUSTODIAN PURPOSE
Bank of New York FICASH
FITERM
B. Special Subcustodians:
SUBCUSTODIAN PURPOSE
Bank of New York FICASH
Chemical Bank, N.A. Third Party Repurchase Agreements*

Citibank, N.A. Global Bond Certificates**

____________________________
* Chemical Bank, N.A. will act as Special Subcustodian with respect
to third party repurchase agreements for the following Portfolios
only:

<TABLE>
<CAPTION>
<S> <C>
FUND PORTFOLIO
Fidelity Institutional Cash Portfolios U.S. Treasury Portfolio II
Fidelity Hereford Street Trust Spartan Money Market Fund
Fidelity Select Portfolios Money Market Portfolio
Fidelity Union Street Trust II Fidelity Daily Income Trust
Spartan World Money Market Fund
Fidelity Phillips Street Trust Fidelity Cash Reserves
</TABLE>

** Citibank, N.A. will act as Special Subcustodian with respect
to Global Bond Certificates for
<TABLE>
<CAPTION>
<S> <C>
Fidelity Advisor Series VIII: Fidelity Advisor Strategic Income Fund only.
</TABLE>

C. Foreign Subcustodians:

<TABLE>
<CAPTION>
<S> <C> <C>
COUNTRY FOREIGN SUBCUSTODIAN DEPOSITORY
Argentina BankBoston, N.A., Buenos Aires Caja de Valores, S.A.
Central de Registracion y
Liquidacion de Instrumentos de
Endendamiento Publico (CRYL)

Australia Australia and New Zealand Banking Austraclear Limited
Group Ltd. (ANZ), Melbourne

National Australia Bank Ltd., Melbourne The Reserve Bank Information and
Commonwealth Custodian Services Limited Transfer System (RITS)

The Clearing House Electronic
Sub-register system

Austria Creditanstalt - Bankverein, Osterreichische Kontrollbank
Vienna Aktiengesellschaft (OEKB)

Bahrain British Bank of the Middle East (BBME)

Bangladesh Standard Chartered Bank PLC, Dhaka None

Belgium Banque Bruxelles Lambert, Caisse Interprofessionnelle de Depot
Brussels et de Virement de Titres (CIK);
Banque Nationale de Belgique

Bermuda Bank of Bermuda Ltd. (BBL)

Botswana Stanbic Bank Botswana Ltd., Gabarone None

Brazil BankBoston, N.A., Sao Paulo Stock Exchange
Sao Paulo (BOVESPA/CALISPA); Sistema
Especial de Liquidacao e Custodia
(SELIC);
Rio de Janeiro Exchange (BVRJ);
Camara de Liquidacao e Custodia
S.A (CLC);
Central de Custodia e Liquidacao
Financeira de Titulos (CETIP)

Bulgaria ING Bank N.V. (ING) The Central Depository AD (and)
Bulgarian National Bank

Canada Royal Bank of Canada Canadian Depository for Securities,
Ltd. (CDS)

Chile BankBoston, N.A., Santiago Deposito Central de Valores (DCV)

China- Shanghai Standard Chartered Bank, Shanghai Shanghai Securities Central Clearing
& Registration Corp. (SSCCRC)

China- Shenzhen Standard Chartered Bank, Shenzhen Shenzhen Securities Central Clearing
Co. (SSCC)

Colombia Cititrust Colombia S.A., Sociedad Fiduciaria, Deposito Central de Valores (DCV);
Bogota Deposito Centralizado de Valores
(DECEVAL)

Cyprus Bank of Cyprus

Czech Republic Ceskoslovenska Obchodnibanka, Securities Center (SCP);
S.A., Prague Czech National Bank

Denmark Den Danske Bank, Copenhagen Vaerdipapircentralen-VP Center

Ecuador Citibank, N.A., Quito None

Egypt Citibank, N.A., Cairo Misr for Clearing, Settlement &
Depository (MCSD)

Finland Merita Bank Ltd., Helsinki Finnish Central Securities
Depository Limited (CSD)

France Banque Paribas, Paris SICOVAM;
Banque de France
Credit Commercial de France, Paris

Germany Dresdner Bank AG, Frankfurt Deutsche Borse Clearing (DBC)

Ghana Merchant Bank (Ghana) Ltd., Accra None

Greece National Bank of Greece, S.A. Apothetirio Titlon A.E.

The Bank of Greece

Hong Kong The Hongkong & Shanghai Banking Central Clearing & Settlement
System (CCASS)

The Central Money Markets Unit
(CMU)

Hungary Citibank Budapest Rt. Central Depository & Clearing House
(Budapest) Ltd. (KELER Ltd.)

India Hongkong & Shanghai Banking Corp. Ltd., National Securities Depository
Mumbai Limited (NSDL)

Deutsche Bank AG, Mumbai

Indonesia Hongkong & Shanghai Banking Corp. Ltd., None
Jakarta

Ireland Allied Irish Banks, plc., Dublin Gilt Settlement Office (GSO);
CREST

Israel Bank Leumi Le-Israel, B.M., Tel Aviv Tel-Aviv Stock Exchange
(TASE) Clearinghouse Ltd.

Italy Banca Commerciale Italiana, Milan Monte Titoli S.p.A.;
Banque Paribas, Milan Banca d'Italia

Ivory Coast Societe Generale de Banques
en Cote d'Ivoire, Abidjan

Japan Yasuda Trust & Banking Co. Ltd. Japan Securities Depository Center
Fuji Bank, Ltd., Tokyo (JASDEC);
Bank of Tokyo - Mitsubishi, Ltd., Tokyo Bank of Japan

Jordan British Bank of the Middle East, Jordan, Amman None

Kenya Stanbic Bank Kenya Ltd., Nairobi The Central Bank of Kenya

Lebanon British Bank of the Middle East, Beirut Midclear
The Central Bank of Lebanon

Luxembourg Banque Internationale a Luxembourg, Luxembourg None

Banque et Caisse d'Epargne de l'Etat Luxembourg,
Luxembourg

Malaysia Hongkong Bank Malaysia Berhad, Malaysian Central Depository Sdn.
Kuala Lumpur Bhd. (MCD)

Mauritius HongKong & Shanghai Banking Corp., Ltd. The Central Depository &
Port Louis Settlement Co. Ltd. (CDS)

Mexico Banco Nacional de Mexico S.A., Mexico, D.F. Institucion para el Deposito de
Valores- S.D. INDEVAL, S.A. de
C.V.

Morocco Banque Commerciale du Maroc, Casablanca MAROCLEAR

Namibia Standard Bank Namibia Ltd., Windhoek None

Netherlands MeesPierson N.V. Nederlands Centraal Instituut voor
Giraal Effectenverkeer BV
(NECIGEF)/KAS Associatie, N.V.
(KAS)

New Zealand Australia and New Zealand Banking New Zealand Securities Depository
Group Ltd. (ANZ) Limited (NZCDS)

Norway Den norske Bank, Oslo Verdipapirsentralen (VPS)

Oman British Bank of the Middle East (BBME) Muscat Securities Market
The Central Depository Company of
Pakistan

Pakistan Standard Chartered Bank, Karachi None

Peru Citibank, N.A., Lima Caja de Valores (CAVAL)

Philippines Hongkong & Shanghai Banking Corp. Ltd., The Philippines Central Depository
Manila Inc. (PCD)

Poland Bank Handlowy W. Warzawie, S.A., Warsaw National Depository of Securities;
National Bank of Poland

Portugal Banco Comercial Portugues, S.A., Central de Valores Mobiliaros
Lisbon (Interbolsa)

Romania ING Bank N.V., Bucharest National Company for Clearing,
Settlement & Depository for
Securities (SNCDD)

Bucharest Stock Exchange (BSE)
National Bank of Romania

Russia Credit Suisse First Boston (Moscow) Ltd. Moscow Interbank Currency
Exchange Clearinghouse (MICEX)
United Export Bank, Moscow National Depository Center
Rosvneshtorgbank

Singapore United Overseas Bank, Singapore Central Depository Pte Ltd. (CDP)

The Development Bank of Singapore Ltd., Monetary Authority of Singapore
Singapore

Slovak Republic Ceskowslovenska Obchodna Banka, A.S., Stredisko Cennych Papierov (SCP);
Bratislava National Bank of Slovakia (NBS)

Slovenia Banka Creditanstalt D.D., Ljubljana Central Klirnisko Depotna
Druzba d.d. (KDD)

South Africa Standard Bank of South Africa Ltd., Central Depository (Pty) Ltd. (CD)
Johannesburg

South Korea Standard Chartered Bank, Seoul Korean Securities Depository (KSD)

Spain Banco Bilbao Vizcaya, Servicio de Compensacion y
Madrid Liquidacion de Valores (SCLV);
Banco de Espana

Sri Lanka Standard Chartered Bank, Colombo Central Depository System, (Pvt)
Limited (CDS)

Swaziland Stanbic Bank Swaziland Ltd., Mbabane None

Sweden Skandinaviska Enskilda Banken, Stockholm Vardepappercentralen VPC AB

Switzerland Bank Leu Ltd., Zurich Schweizerische Effecten- Giro A. G.
Union Bank of Switzerland, Zurich (SEGA)

Taiwan Hongkong and Shanghai Banking Corp., Ltd., Taiwan Securities Central Depository
Taipei Co., Ltd., (TSCD)

Thailand Standard Chartered Bank, Bangkok , Thailand Securities Depository
Company (TSD)

Bangkok Bank Public Company
Limited, Bangkok

Transnational Cedel Bank Societe Anonyme,
Luxembourg

Euroclear Clearance System
Societe Cooperative, Belgium

Turkey Citibank, N.A., Instanbul Takas ve Saklama A.S., (TvS);
Osmanli Bankasi A.S. Central Bank of Turkey
(Ottoman Bank) Instanbul

United Kingdom The Bank of New York, London Central Gilts Office (CGO)
Central Moneymarkets Office (CMO)
CREST

Uruguay BankBoston, N.A., Montevideo None

Venezuela Citibank, N.A., Caracas The Caja Venezolana de Valores
(CVV)

Zambia Stanbic Bank Zambia Ltd., Lusaka Lusaka Stock Exchange
Bank of Zambia

Zimbabwe Stanbic Bank Zimbabwe Ltd., Harare None
</TABLE>

Each of the Investment Companies Listed
on Appendix "A" to the Custodian Agreement,
on Behalf of each of Their Respective Portfolios

By: /s/John Costello

Name: John Costello

Title: Asst. Treasurer

Exhibit g(4)

[FMR CO. LETTERHEAD]

October 21, 1996

The Bank of New York
90 Washington Street
New York, NY 10286
Attn: Michael K. Solo

Re: Addendum to Custodian Agreement, dated as of December 1, 1994,
between The Bank of New York and each of the Investment Companies
listed on Appendix "A" attached thereto

Ladies and Gentlemen:

This letter agreement shall serve as an addendum to the Custodian
Agreement (the "Custodian Agreement"), effective as of December 1,
1994, between The Bank of New York (the "Custodian") and each of the
Investment Companies listed on Appendix "A" attached thereto, as the
same may be amended from time to time (each a "Fund" and collectively,
the "Funds"), on behalf of each of their respective series portfolios
listed on such Appendix "A" (each a "Portfolio" and collectively, the
"Portfolios"). This Addendum shall also apply to any future Fund or
Portfolio added to Appendix A in accordance with the terms of the
Custodian Agreement. Capitalized terms not otherwise defined herein
shall have the meanings specified in the Custodian Agreement.

Pursuant to an exemptive order granted by the Securities and Exchange
Commission on October 16, 1996, each Portfolio may invest up to 25% of
its total net assets in shares of certain other open-end mutual funds
(the "Central Funds") managed by Fidelity Management & Research
Company ("FMR") or its affiliates or successors. The Funds, on behalf
of each of their respective Portfolios, and the Custodian hereby agree
that the Custodian shall maintain custody of the Portfolios'
investments in Central Fund shares in accordance with the following
provisions:

1. Manner of Holding Central Fund Shares. Notwithstanding the
provisions of Section 2.02 of the Custodian Agreement, the Custodian
is hereby authorized to maintain the shares of the Central Funds owned
by the Portfolios in book entry form directly with the transfer agent
or a designated sub-transfer agent of each such Central Fund (a
"Central Fund Transfer Agent"), subject to and in accordance with the
following provisions:

a. Such Central Fund shares shall be maintained in separate
custodian accounts for each such Portfolio in the Custodian's name or
nominee, as custodian for such Portfolio.

b. The Custodian will implement appropriate control procedures (the
"Control Procedures") to ensure that (i) that only authorized
personnel of the Custodian will be authorized to give instructions to
a Central Fund Transfer Agent in connection with a Portfolio's
purchase or sale of Central Fund shares, (ii) trade instructions sent
to a Central Fund Transfer Agent are properly acknowledged by the
Central Fund Transfer Agent, and (iii) the Central Fund Transfer
Agent's records of each Portfolio's DAILY TRADE ACTIVITY IN CENTRAL
FUND SHARES, AND FIDELITY ACCOUNTING AND CUSTODY SERVICES' records of
each Portfolio's holdings of Central Fund shares, are properly
reconciled with the Custodian's records.

2. Purchases of Central Fund Shares. Notwithstanding the provisions
of Section 2.03 of the Custodian Agreement, upon receipt of Proper
Instructions, the Custodian shall pay for and receive Central Fund
shares purchased for the account of a Portfolio, provided that (i) the
Custodian shall only send instructions to purchase such shares to the
Central Fund's transfer agent in accordance with the Control
Procedures ("Purchase Instructions") upon receipt of Proper
Instructions from FMR's trading operations, and (ii) the Custodian
shall release funds to the Central Fund Transfer Agent only after
receiving ACKNOWLEDGMENT from the Central Fund Transfer Agent that it
has received the Purchase Instructions.

3. Sales of Underlying Fund Shares. Notwithstanding the provisions
of Section 2.05 of the Custodian Agreement, upon receipt of Proper
Instructions, the Custodian shall release Central Fund shares sold for
the account of a Portfolio, provided that (i) the Custodian shall only
send instructions to sell such shares to the Central Fund Transfer
Agent in accordance with the Control Procedures ("Sell Instructions")
upon receipt of Proper Instructions from FMR's trading operations, and
(ii) such Sell Instructions shall be properly confirmed by the Central
Fund Transfer Agent.

4. Fee Schedule. Notwithstanding the provisions of the fee schedule
currently in effect pursuant to Article VI of the Custodian Agreement,
the Custodian will charge each Portfolio $7.00 for each transaction in
Central Fund shares by such Portfolio. Such $7.00 transaction fee
will cover all services (other than corresponding wire transfers) to
be performed by the Custodian in connection with transactions in
Central Fund shares by the Portfolios. All other account activity by
the Portfolios will be charged in accordance with the fee schedule in
effect from time to time in accordance with the terms of Article VI of
the Custodian Agreement, provided that, notwithstanding anything
herein to the contrary, the Custodian will not charge any Asset Fee
with respect to the assets of the Portfolios invested in the Central
Funds.

5. Other Provisions of the Custodian Agreement Remain in Effect.
The terms of this Addendum apply solely to shares of the Central Funds
held in custody by the Custodian on behalf of the Portfolios.
Notwithstanding anything herein to the contrary, this Addendum shall
have no force or effect upon the terms and conditions of the Custodian
Agreement, except to the extent such terms and conditions are
expressly modified or supplemented by the provisions of this Addendum
in respect of shares of the Central Funds held by the Portfolios.

If you are in agreement with the foregoing, please execute the
enclosed counterpart to this letter and return it to the undersigned,
whereupon this letter shall become an binding Addendum to the
Custodian Agreement, enforceable by the Custodian and the Fund in
accordance with its terms.

Each of the Investment Companies Listed on Appendix "A" to the
Custodian Agreement, on Behalf of Each of Their Respective Portfolios

By: /s/John Costello

Name: John Costello
Title: Assistant Treasurer

Agreed and Accepted as of the Date Hereof:

The Bank of New York

By: /s/Stephen E. Grunston

Name: Stephen E. Grunston
Title: Vice President

Exhibit J(1)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference into the
Prospectus and Statement of Additional Information in Post-Effective
Amendment No. 12 to the Registration Statement on Form N-1A of
Fidelity Hereford Street Trust: Spartan Money Market Fund, Spartan
U.S. Government Money Market Fund and Spartan U.S. Treasury Money
Market Fund, of our reports dated June 7, 1999 on the financial
statements and financial highlights included in the April 30, 1999
Annual Reports to Shareholders of Spartan Money Market Fund, Spartan
U.S. Government Money Market Fund and Spartan U.S. Treasury Money
Market Fund.

We further consent to the references to our Firm under the headings
"Financial Highlights" in the Prospectus and "Auditor" in the
Statement of Additional Information.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
June 17, 1999

Exhibit m(1)

DISTRIBUTION AND SERVICE PLAN
of Fidelity Hereford Street Trust:
Spartan Money Market Fund

1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940 (the "Act") of
Spartan Money Market Fund (the "Portfolio"), a series of shares of
Fidelity Hereford Street Trust (the "Fund").

2. The Fund has entered into a General Distribution Agreement with
respect to the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), a wholly-owned subsidiary of Fidelity Management &
Research Company (the "Adviser"), under which the Distributor uses all
reasonable efforts, consistent with its other business, to secure
purchasers for the Portfolio's shares of beneficial interest
("shares"). Under the agreement, the Distributor pays the expenses of
printing and distributing any prospectuses, reports and other
literature used by the Distributor, advertising, and other promotional
activities in connection with the offering of shares of the Portfolio
for sale to the public. It is recognized that the Adviser may use its
management fee revenues as well as past profits or its resources from
any other source, to make payment to the Distributor with respect to
any expenses incurred in connection with the distribution of Portfolio
shares, including the activities referred to above.

3. The Adviser directly, or through the Distributor, may, subject to
the approval of the Trustees, make payments to securities dealers and
other third parties who engage in the sale of shares or who render
shareholder support services, including but not limited to providing
office space, equipment and telephone facilities, answering routine
inquiries regarding the Portfolio, processing shareholder transactions
and providing such other shareholder services as the Fund may
reasonably request.

4. The Portfolio will not make separate payments as a result of this
Plan to the Adviser, Distributor or any other party, it being
recognized that the Portfolio presently pays, and will continue to
pay, a management fee to the Adviser. To the extent that any payments
made by the Portfolio to the Adviser, including payment of management
fees, should be deemed to be indirect financing of any activity
primarily intended to result in the sale of shares of the Portfolio
within the context of Rule 12b-1 under the Act, then such payments
shall be deemed to be authorized by this Plan.

5. This Plan shall become effective upon the first business day of
the month following approval by a vote of at least a "majority of the
outstanding voting securities of the Portfolio" (as defined in the
Act), the plan having been approved by a vote of a majority of the
Trustees of the Fund, including a majority of Trustees who are not
"interested persons" of the Fund (as defined in the Act) and who have
no direct or indirect financial interest in the operation of this Plan
or in any agreements related to this Plan (the "Independent
Trustees"), cast in person at a meeting called for the purpose of
voting on this Plan.

6. This Plan shall, unless terminated as hereinafter provided, remain
in effect from the date specified above until April 30, 2000 and from
year to year thereafter, provided, however, that such continuance is
subject to approval annually by a vote of a majority of the Trustees
of the Fund, including a majority of the Independent Trustees, cast in
person at a meeting called for the purpose of voting on this Plan.
This Plan may be amended at any time by the Board of Trustees,
provided that (a) any amendment to authorize direct payments by the
Portfolio to finance any activity primarily intended to result in the
sale of shares of the Portfolio, or to increase materially the amount
spent by the Portfolio for distribution, shall be effective only upon
approval by a vote of a majority of the outstanding voting securities
of the Portfolio, and (b) any material amendments of this Plan shall
be effective only upon approval in the manner provided in the first
sentence in this paragraph.

7. This Plan may be terminated at any time, without the payment of
any penalty, by vote of a majority of the Independent Trustees or by a
vote of a majority of the outstanding voting securities of the
Portfolio.

8. During the existence of this Plan, the Fund shall require the
Adviser and/or Distributor to provide the Fund, for review by the
Fund's Board of Trustees, and the Trustees shall review, at least
quarterly, a written report of the amounts expended in connection with
financing any activity primarily intended to result in the sale of
shares of the Portfolio (making estimates of such costs where
necessary or desirable) and the purposes for which such expenditures
were made.

9. This Plan does not require the Adviser or Distributor to perform
any specific type or level of distribution activities or to incur any
specific level of expenses for activities primarily intended to result
in the sale of shares of the Portfolio.

10. Consistent with the limitation of shareholder liability as set
forth in the Fund's Trust Instrument or other organizational
document, any obligations assumed by the Portfolio pursuant to this
Plan and any agreements related to this Plan shall be limited in all
cases to the Portfolio and its assets, and shall not constitute
obligations of any other series of shares of the Fund.

11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.

Exhibit m(2)

DISTRIBUTION AND SERVICE PLAN
of Fidelity Hereford Street Trust:
Spartan U.S. Government Money Market Fund

1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940 (the "Act") of
Spartan U.S. Government Money Market Fund (the "Portfolio"), a series
of shares of Fidelity Hereford Street Trust (the "Fund").

11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.

Exhibit m(3)

DISTRIBUTION AND SERVICE PLAN
of Fidelity Hereford Street Trust:
Spartan U.S. Treasury Money Market Fund

1. This Distribution and Service Plan (the "Plan"), when effective in
accordance with its terms, shall be the written plan contemplated by
Rule 12b-1 under the Investment Company Act of 1940 (the "Act") of
Spartan U.S. Treasury Money Market Fund (the "Portfolio"), a series of
shares of Fidelity Hereford Street Trust (the "Fund").

2. The Fund has entered into a General Distribution Agreement with
respect to the Portfolio with Fidelity Distributors Corporation (the
"Distributor"), a wholly-owned subsidiary of Fidelity Management &
Research Company (the "Adviser"), under which the Distributor uses all
reasonable efforts, consistent with its other business, to secure
purchasers for the Portfolio's shares of beneficial interest
("shares"). Under the agreement, the Distributor pays the expenses of
printing and distributing any prospectuses, reports and other
literature used by the Distributor, advertising, and other promotional
activities in connection with the offering of shares of the Portfolio
for sale to the public. It is recognized that the Adviser may use its
management fee revenues as well as past profits or its resources from
any other source, to make payment to the Distributor with respect to
any expenses incurred in connection with the distribution of portfolio
shares, including the activities referred to above.

10. Consistent with the limitation of shareholder liability as set
forth in the Fund's Declaration of Trust or other organizational
document, any obligations assumed by the Portfolio pursuant to this
Plan and any agreements related to this Plan shall be limited in all
cases to the Portfolio and its assets, and shall not constitute
obligations of any other series of shares of the Fund.

11. If any provision of this Plan shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of the Plan
shall not be affected thereby.

<ARTICLE> 6
<CIK> 0000917286
<NAME> Fidelity Hereford Street Trust
<SERIES>
<NUMBER> 11
<NAME> Spartan Money Market Fund
<MULTIPLIER> 1,000

<S>
<C>
<PERIOD-TYPE> YEAR

<FISCAL-YEAR-END> APR-30-1999

<PERIOD-END> APR-30-1999

<INVESTMENTS-AT-COST> 9,546,654

<INVESTMENTS-AT-VALUE> 9,546,654

<RECEIVABLES> 90,399

<ASSETS-OTHER> 0

<OTHER-ITEMS-ASSETS> 0

<TOTAL-ASSETS> 9,637,053

<PAYABLE-FOR-SECURITIES> 88,752

<SENIOR-LONG-TERM-DEBT> 0

<OTHER-ITEMS-LIABILITIES> 40,353

<TOTAL-LIABILITIES> 129,105

<SENIOR-EQUITY> 0

<PAID-IN-CAPITAL-COMMON> 9,510,476

<SHARES-COMMON-STOCK> 9,509,965

<SHARES-COMMON-PRIOR> 8,865,170

<ACCUMULATED-NII-CURRENT> 0

<OVERDISTRIBUTION-NII> 0

<ACCUMULATED-NET-GAINS> (2,528)

<OVERDISTRIBUTION-GAINS> 0

<ACCUM-APPREC-OR-DEPREC> 0

<NET-ASSETS> 9,507,948

<DIVIDEND-INCOME> 0

<INTEREST-INCOME> 514,550

<OTHER-INCOME> 0

<EXPENSES-NET> 42,184

<NET-INVESTMENT-INCOME> 472,366

<REALIZED-GAINS-CURRENT> 98

<APPREC-INCREASE-CURRENT> 0

<NET-CHANGE-FROM-OPS> 472,464

<EQUALIZATION> 0

<DISTRIBUTIONS-OF-INCOME> 472,366

<DISTRIBUTIONS-OF-GAINS> 0

<DISTRIBUTIONS-OTHER> 0

<NUMBER-OF-SHARES-SOLD> 10,977,091

<NUMBER-OF-SHARES-REDEEMED> 10,778,535

<SHARES-REINVESTED> 446,239

<NET-CHANGE-IN-ASSETS> 644,893

<ACCUMULATED-NII-PRIOR> 0

<ACCUMULATED-GAINS-PRIOR> (2,626)

<OVERDISTRIB-NII-PRIOR> 0

<OVERDIST-NET-GAINS-PRIOR> 0

<GROSS-ADVISORY-FEES> 42,521

<INTEREST-EXPENSE> 0

<GROSS-EXPENSE> 42,559

<AVERAGE-NET-ASSETS> 9,456,587

<PER-SHARE-NAV-BEGIN> 1.000

<PER-SHARE-NII> .050

<PER-SHARE-GAIN-APPREC> 0

<PER-SHARE-DIVIDEND> .050

<PER-SHARE-DISTRIBUTIONS> 0

<RETURNS-OF-CAPITAL> 0

<PER-SHARE-NAV-END> 1.000

<EXPENSE-RATIO> 45

<ARTICLE> 6
<CIK> 0000917286
<NAME> Fidelity Hereford Street Trust
<SERIES>
<NUMBER> 21
<NAME> Spartan U.S. Government Money Market Fund
<MULTIPLIER> 1,000

<S>
<C>
<PERIOD-TYPE> YEAR

<FISCAL-YEAR-END> APR-30-1999

<PERIOD-END> APR-30-1999

<INVESTMENTS-AT-COST> 866,587

<INVESTMENTS-AT-VALUE> 866,587

<RECEIVABLES> 5,640

<ASSETS-OTHER> 0

<OTHER-ITEMS-ASSETS> 0

<TOTAL-ASSETS> 872,227

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