SUPPLEMENT TO THE FIDELITY SELECT
PORTFOLIOS(registered trademark) APRIL 28, 1998 PROSPECTUS
 
The following information updates the similar information on the cover
of the prospectus:
 
                                          TRADING    
                                          SYMBOL
MEDICAL EQUIPMENT AND SYSTEMS PORTFOLIO   FSMEX
MONEY MARKET PORTFOLIO                    FSLXX
 
AMERICAN GOLD PORTFOLIO HAS CHANGED ITS NAME TO "GOLD PORTFOLIO."
References in the prospectus to "American Gold Portfolio" are each
hereby replaced by "Gold Portfolio" and references to "American Gold"
are each hereby replaced by "Gold."
 
The following information replaces the similar information found under
the heading "The Funds at a Glance" beginning on page P-3:
 
MANAGEMENT: Fidelity Management & Research Company (FMR) is the
management arm of Fidelity Investments, which was established in 1946
and is now America's largest mutual fund manager. Fidelity Investments
Money Management, Inc. (FIMM), a subsidiary of FMR, chooses
investments for the money market fund. Foreign affiliates of FMR may
help choose investments for the stock funds.
 
The following information replaces the similar information found under
the heading "FMR and Its Affiliates" beginning on page P-38:
 
The funds are managed by FMR, which handles their business affairs and
chooses the stock funds' investments. Fidelity Management & Research
(U.K.) Inc. (FMR U.K.), in London, England, and Fidelity Management &
Research (Far East) Inc. (FMR Far East), in Tokyo, Japan, assist FMR
with foreign investments for the stock funds. FIMM, located in
Merrimack, New Hampshire has primary responsibility for providing
investment management services for the money market fund.
 
   Jeffrey Feingold is manager of Defense & Aerospace, which he has
managed since October 1998. Mr. Feingold joined Fidelity in 1997 and
has worked as an analyst.    
 
Subrata Ghose is manager of Environmental Services, which he has
managed since October 1998. Since joining Fidelity in 1995, Mr. Ghose
has worked as a research associate and analyst following the electric
and gas utilities industries.
 
Matthew Grech is manager of Electronics, which he has managed since
June 1998. Mr. Grech joined Fidelity as an equity analyst, after
receiving his MBA from the University of Chicago in 1996. Previously,
he was a mutual fund accountant for Franklin/Templeton, in California,
from 1993 to 1994.
 
Peter Hirsch is manager of Industrial Materials, which he has managed
since September 1998. Mr. Hirsch joined Fidelity in 1995 as a
portfolio analyst. He received his Masters in Public and Private
Management (MPPM) at Yale School of Management in 1994 and began his
career as an associate at CS First Boston in New York.
 
Andrew Kaplan is manager of Developing Communications and Technology,
which he has managed since April 1998 and July 1998. Previously, he
managed another Fidelity fund. Mr. Kaplan joined Fidelity as an
analyst in 1995. Previously, he was an analyst with T. Rowe Price in
1994, and an associate director of consulting for Edward S. Gordon
Company, in New York City, from 1988 through 1993.
 
Rajiv Kaul is manager of Biotechnology, which he has managed since
June 1998. Since joining Fidelity in 1996, Mr. Kaul has worked as a
research associate and equity analyst. He received a bachelor of arts
degree in government from Harvard University in 1995.
 
   Peter Saperstone is manager of Telecommunications, which he has
managed since October 1998. Mr. Saperstone joined Fidelity as an
analyst in August 1995. Previously, he was an equity research analyst
at Gabelli & Company, Inc. from 1993 to 1995, and a credit analyst at
National Westminster Bank USA from 1991 to 1993.    
 
Jonathan Zang is manager of Utilities Growth, which he has managed
since July 1998. Mr. Zang joined Fidelity in 1997 as an equity
analyst, after receiving his MBA from the University of Chicago.
Previously, he was an investment officer with Hawaiian Trust Company,
in Honolulu, from 1992 to 1995.
 
   Chris Zepf is manager of Transportation and Air Transportation,
which he has managed since September 1998 and October 1998,
respectively.     Mr. Zepf joined Fidelity as an intern while working
toward his MBA, which he received from Dartmouth College in 1998.
Previously, he was an equity research associate at Wasserstein Perella
Securities in New York.
 
The following information replaces the similar information found under
the heading "Investment Principles and Risks" beginning on page P-40:
 
Each stock fund seeks capital appreciation by concentrating its
investments in the securities of companies in a particular industry or
group of industries. Under normal conditions, each stock fund (except
Natural Resources, Precious Metals and Minerals, and Gold) will invest
at least 80% of its assets in securities of companies principally
engaged in the business activities of its named industry or group of
industries. Natural Resources normally invests at least 80% of its
assets in securities of companies principally engaged in the business
activities identified for the fund, precious metals, and instruments
whose value is linked to the price of precious metals. Under normal
conditions, Precious Metals and Minerals will invest at least 80% of
its assets in (i) securities of companies principally engaged in
exploration, mining, processing, or dealing in gold, silver, platinum,
diamonds, or other precious metals and minerals, and (ii) precious
metals. For this purpose, Precious Metals and Minerals treats
investments in instruments whose value is linked to the price of
precious metals as investments in precious metals. Normally, at least
80% of Gold's assets will be invested in securities of companies
engaged in gold-related activities, and in gold bullion or coins. For
this purpose, Gold treats investments in instruments whose value is
linked to the price of gold as investments in gold bullion or coins.
The stock funds will invest primarily in equity securities, although
they may invest in other types of instruments as well.
 
A company is considered to be "principally engaged" in a designated
business activity if (i) at least 50% of its assets, income, sales or
profits are committed to, or derived from, the business activity; or
(ii) a third party has given the company an industry or sector
classification consistent with the designated business activity. For
Brokerage and Investment Management and Financial Services, an issuer
that derives more than 15% of revenues or profits from brokerage or
investment management activities is considered to be "principally
engaged" in the business activities identified for those funds. It is
important to note that in many cases, the focus of one stock fund
differs only slightly from another, so they may invest in many of the
same securities.
 
GOLD PORTFOLIO invests primarily in companies engaged in exploration,
mining, processing, or dealing in gold, or, to a lesser degree, in
silver, platinum, diamonds, or other precious metals and minerals. In
addition to investments in those companies, the fund's focus includes
investments in gold bullion or coins and securities indexed to the
price of gold as well as, to a lesser degree, other precious metals in
the form of bullion, coins, and securities indexed to the price of
precious metals. The fund may also invest in companies that
manufacture and distribute precious metals and minerals products (such
as jewelry, watches, and metal foils and leaf) and companies that
invest in other companies engaged in gold-related activities.
 
The following information replaces the similar information found under
the heading "Securities and Investment Practices" beginning on page
P-48:
 
EQUITY SECURITIES may include common stocks, preferred stocks,
convertible securities, and warrants. Common stocks, the most familiar
type, represent an equity (ownership) interest in a corporation.
Although equity securities have a history of long-term growth in
value, their prices fluctuate based on changes in a company's
financial condition and on overall market and economic conditions.
Smaller companies are especially sensitive to these factors.
 
RESTRICTIONS: With respect to 75% of total assets, each of Financial
Services, Home Finance, and Regional Banks may not purchase more than
10% of the outstanding voting securities of a single issuer. Utilities
Growth may not own more than 5% of the outstanding voting securities
of more than one public utility company as defined by the Public
Utility Holding Company Act of 1935. Each of Brokerage and Investment
Management and Financial Services may not invest more than 5% of its
total assets in the equity securities of any company that derives more
than 15% of its revenues from brokerage or investment management
activities.
 
DIVERSIFICATION. Diversifying a fund's investment portfolio can reduce
the risks of investing. This may include limiting the amount of money
invested in any one issuer or, on a broader scale, in any one
industry. A fund that is not diversified may be more sensitive to
changes in the market value of a single issuer or industry.
 
RESTRICTIONS: The stock funds (except Financial Services, Home
Finance, and Regional Banks) are considered non-diversified.
Generally, to meet federal tax requirements at the close of each
quarter, each stock fund does not invest more than 25% of its total
assets in any one issuer and, with respect to 50% of total assets,
does not invest more than 5% of its total assets in any one issuer.
These limitations do not apply to U.S. Government securities or to
securities of other investment companies.
 
Each of Financial Services, Home Finance, and Regional Banks, with
respect to 75% of its total assets, may not purchase a security if, as
a result, more than 5% would be invested in the securities of any one
issuer. This limitation does not apply to U.S. Government securities
or to securities of other investment companies.
The money market fund may not invest more than 5% of its total assets
in any one issuer, except that it may invest up to 25% of its total
assets in the highest-quality securities of a single issuer for up to
three business days. This limitation does not apply to U.S. Government
securities or to securities of other investment companies.
 
With the exception of Business Services and Outsourcing, Cyclical
Industries, Gold, Medical Equipment and Systems, Natural Resources,
and Precious Metals and Minerals, each stock fund normally invests at
least 80%, and in no event less than 25%, of its assets in securities
of companies principally engaged in the business activities identified
for that fund. Natural Resources normally invests at least 80% of its
assets in securities of companies principally engaged in the business
activities identified for the fund, precious metals, and instruments
whose value is linked to the price of precious metals. Under normal
conditions, Precious Metals and Minerals will invest at least 80% of
its assets in (i) securities of companies principally engaged in
exploration, mining, processing, or dealing in gold, silver, platinum,
diamonds, or other precious metals and minerals, and (ii) precious
metals. For this purpose, Precious Metals and Minerals treats
investments in instruments whose value is linked to the price of
precious metals as investments in precious metals. Normally, at least
80% of Gold's assets will be invested in securities of companies
engaged in gold-related activities, and in gold bullion or coins. For
this purpose, Gold treats invests in instruments whose value is linked
to the price of gold as investments in gold bullion or coins. Each of
Gold and Precious Metals and Minerals invests at least 25% of its
assets in securities of companies principally engaged in the business
activities identified for the fund. Each of Business Services and
Outsourcing, Cyclical Industries, and Medical Equipment and Systems
normally invests at least 80% of its assets in securities of companies
principally engaged in the business activities identified for the
fund. Each of Business Services and Outsourcing, Cyclical Industries,
Medical Equipment and Systems, and Natural Resources invests at least
25% of its total assets in securities of companies principally engaged
in the business activities identified for the fund. At all times, 80%
or more of the money market fund's assets will be invested in money
market instruments.
 
The following information replaces the similar information found under
the heading "Fundamental Investment Policies and Restrictions"
beginning on page P-50:
 
FINANCIAL SERVICES PORTFOLIO invests primarily in companies that
provide financial services to consumers and industry. With respect to
75% of total assets, the fund may not purchase a security if, as a
result, more than 5% would be invested in the securities of any one
issuer and may not purchase more than 10% of the outstanding voting
securities of a single issuer. These limitations do not apply to U.S.
Government securities or to securities of other investment companies.
 
GOLD PORTFOLIO invests primarily in companies engaged in exploration,
mining, processing, or dealing in gold, or, to a lesser degree, in
silver, platinum, diamonds, or other precious metals and minerals.
 
HOME FINANCE PORTFOLIO invests primarily in companies engaged in
investing in real estate, usually through mortgages and other
consumer-related loans. With respect to 75% of total assets, the fund
may not purchase a security if, as a result, more than 5% would be
invested in the securities of any one issuer and may not purchase more
than 10% of the outstanding voting securities of a single issuer.
These limitations do not apply to U.S. Government securities or to
securities of other investment companies.
 
REGIONAL BANKS PORTFOLIO invests primarily in companies engaged in
accepting deposits and making commercial and principally non-mortgage
consumer loans. With respect to 75% of total assets, the fund may not
purchase a security if, as a result, more than 5% would be invested in
the securities of any one issuer and may not purchase more than 10% of
the outstanding voting securities of a single issuer. These
limitations do not apply to U.S. Government securities or to
securities of other investment companies.
 
MONEY MARKET PORTFOLIO seeks to provide high current income,
consistent with preservation of capital and liquidity, by investing in
a broad range of high quality money market instruments. The fund will
invest more than 25% of its total assets in the financial services
industry. The fund may borrow only for temporary or emergency
purposes, or engage in reverse repurchase agreements, but not in an
amount exceeding 33 1/3% of its total assets.
 
EACH STOCK FUND seeks capital appreciation.
 
With the exception of Business Services and Outsourcing, Cyclical
Industries, Medical Equipment and Systems, and Natural Resources, each
stock fund seeks to achieve its investment objective by investing
primarily in equity securities, including common stocks and securities
convertible into common stocks, and for Gold and Precious Metals and
Minerals, in certain precious metals. Each stock fund (except Business
Services and Outsourcing, Cyclical Industries, Medical Equipment and
Systems, and Natural Resources) invests at least 25% of its assets in
securities of companies principally engaged in the business activities
identified for that fund. Each of Business Services and Outsourcing,
Cyclical Industries, Medical Equipment and Systems, and Natural
Resources invests at least 25% of its total assets in securities of
companies principally engaged in the business activities identified
for the fund.
 
For each stock fund (except Business Services and Outsourcing,
Cyclical Industries, Medical Equipment and Systems, and Natural
Resources), FMR does not place any emphasis on income when selecting
securities, except when it believes that income may have a favorable
effect on a security's market value.
 
When FMR considers it appropriate for defensive purposes, each stock
fund (except Business Services and Outsourcing, Cyclical Industries,
Medical Equipment and Systems, and Natural Resources) may temporarily
invest substantially in investment-grade debt securities.
 
EACH STOCK FUND may borrow only for temporary or emergency purposes,
but not in an amount exceeding 33 1/3% of its total assets.
 
Loans, in the aggregate, for each fund, may not exceed 33 1/3% of
total assets.
 
The following information replaces the similar information found under
the heading "Management Fee" in the "Breakdown of Expenses" section on
page P-53:
 
FMR HAS SUB-ADVISORY AGREEMENTS with FMR U.K. and FMR Far East on
behalf of each stock fund. These sub-advisers provide FMR with
investment research and advice on issuers based outside the United
States. Under the sub-advisory agreements, FMR pays FMR U.K. and FMR
Far East fees equal to 110% and 105%, respectively, of the costs of
providing these services.
 
SUPPLEMENT TO THE FIDELITY SELECT PORTFOLIOS(registered trademark)
APRIL 28, 1998
STATEMENT OF ADDITIONAL INFORMATION
 
EFFECTIVE JUNE 1, 1998, AMERICAN GOLD PORTFOLIO HAS CHANGED ITS NAME
TO "GOLD PORTFOLIO." REFERENCES IN THE STATEMENT OF ADDITIONAL
INFORMATION TO "AMERICAN GOLD PORTFOLIO" ARE EACH HEREBY REPLACED BY
"GOLD PORTFOLIO" AND REFERENCES TO "AMERICAN GOLD" ARE EACH HEREBY
REPLACED BY "GOLD."
 
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOR FINANCIAL
SERVICES PORTFOLIO, REGIONAL BANKS PORTFOLIO, AND HOME FINANCE
PORTFOLIO FOUND IN THE "INVESTMENT POLICIES AND LIMITATIONS" SECTION
ON PAGE 2.
 
The funds may not:
 
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, or
securities of other investment companies) if, as a result, (a) more
than 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer.
 
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOR MONEY
MARKET PORTFOLIO FOUND IN THE "INVESTMENT POLICIES AND LIMITATIONS"
SECTION ON PAGE 5.
 
The fund may not:
 
(1) with respect to 75% of the fund's total assets, purchase the
securities of any issuer (other than securities issued or guaranteed
by the U.S. Government or any of its agencies or instrumentalities, or
securities of other investment companies) if, as a result, (a) more
than 5% of the fund's total assets would be invested in the securities
of that issuer, or (b) the fund would hold more than 10% of the
outstanding voting securities of that issuer.
 
(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 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.
 
THE FOLLOWING INFORMATION SUPPLEMENTS THE INVESTMENT LIMITATIONS OF
MONEY MARKET PORTFOLIO BEGINNING ON PAGE 5.
 
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.
 
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"INVESTMENT POLICIES AND LIMITATIONS" SECTION ON PAGE 6.
GOLD PORTFOLIO AND PRECIOUS METALS AND MINERALS PORTFOLIO. Gold
Portfolio and Precious Metals and Minerals Portfolio each has the
authority to invest a portion of its assets in precious metals, such
as gold, platinum, palladium, and silver. No more than 50% of either
fund's total assets may be invested in precious metals, including gold
bullion or coins.
 
FMR does not currently intend that either fund will hold gold coins,
but the Trustees reserve the right of the funds to do so in the
future. Transactions in gold coins will be entered into only with
prior approval by the Trustees, prior notice to current shareholders,
and provided that disclosure regarding the nature of such investments
is set forth in a subsequent prospectus that is part of the
registration statement declared effective by the Securities and
Exchange Commission (SEC). In addition, the ability of the funds to
hold gold coins may be restricted by the securities laws and/or
regulations of states where the funds' shares are qualified for sale. 
 
The funds may also consider investments in securities indexed to the
price of gold or other precious metals as an alternative to direct
investments in precious metals. 
 
Gold Portfolio's and Precious Metals and Minerals Portfolio's
gold-related investments will often contain securities of companies
located in the Republic of South Africa, which is a principal producer
of gold. Unsettled political and social conditions in South Africa and
its neighboring countries, may from time to time pose certain risks to
the funds' investments in South African issuers. These events could
also have an impact on other fund holdings through their influence on
the price of gold and related mining securities worldwide.
 
THE FOLLOWING INFORMATION REPLACES THE FIRST TWO PARAGRAPHS FOR
AMERICAN GOLD PORTFOLIO UNDER THE HEADING "FUND DESCRIPTIONS"
BEGINNING ON PAGE 6.
 
GOLD PORTFOLIO: COMPANIES ENGAGED IN EXPLORATION, MINING, PROCESSING,
OR DEALING IN GOLD, OR, TO A LESSER DEGREE, IN SILVER, PLATINUM,
DIAMONDS, OR OTHER PRECIOUS METALS AND MINERALS. FMR also may invest
in companies that manufacture and distribute precious metals and
minerals products (such as jewelry, watches, and metal foils and leaf)
and companies that invest in other companies engaged in gold and other
precious metal and mineral-related activities. Normally at least 80%
of the fund's assets will be invested in securities of companies
engaged in gold-related activities, and in gold bullion or coins. The
fund also may invest in securities whose redemption value is indexed
to the price of gold or other precious metals. Because the value of
these securities is directly linked to the price of gold or other
precious metals, they involve risks and pricing characteristics
similar to direct investments in precious metals. FMR currently
intends to treat such securities as investments in precious metals for
the purposes of the fund's fundamental investment limitations,
including the fund's 80% policy.
 
The prices of gold and other precious metal mining securities have
been subject to substantial fluctuations over short periods of time
and may be affected by unpredictable international monetary and
political developments such as currency devaluations or revaluations,
economic and social conditions within a country, trade imbalances, or
trade or currency restrictions between countries. Because much of the
world's gold reserves are located in South Africa, the social upheaval
and related economic difficulties there may, from time to time,
influence the price of gold and the share values of precious metals
mining companies located elsewhere. Because companies involved in
exploring, mining, process, or dealing in gold or other precious
metals or minerals are frequently located outside of the United
States, all or a significant portion of this fund may be invested in
securities of foreign issuers. Investors should understand the special
considerations and risks related to such an investment emphasis, and,
accordingly, the potential effect on the fund's value.
 
   THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND UNDER
THE HEADING "PERFORMANCE COMPARISONS" IN THE "PERFORMANCE" SECTION
BEGINNING ON PAGE 53.    
 
   Consumer Industries, Food and Agriculture, Leisure, Multimedia and
Retailing may also compare their performance to that of the Goldman
Sachs Consumer Industries Index, a market capitalization-weighted
index of 300 stocks designed to measure the performance of companies
in the consumer industries sector. Issues in the index include
providers of consumer services and products, including producers of
beverages - alcoholic and non-alcoholic, food - packaged and
processed, personal care and household products, and tobacco
companies. Also includes retailers of food and drugs, specialty
apparel and accessories, and hardlines, providers of entertainment and
leisure facilities, lodging and accommodations, restaurants and pubs,
business services and media services including publishing,
broadcasting, and advertising.    
 
   Air Transportation, Automotive, Chemicals, Construction and
Housing, Cyclical Industries, Defense and Aerospace, Environmental
Services, Industrial Equipment, Industrial Materials, Paper and Forest
Products and Transportation may also compare their performance to that
of the Goldman Sachs Cyclical Industries Index, a market
capitalization-weighted index of 277 stocks designed to measure the
performance of companies in the cyclical industries sector. Issues in
the index include providers of consumer and commercial goods and
services where performance is influenced by the cyclicality of
economy; manufacturers of automobiles and companies involved with
construction of residential and commercial properties. Also includes
producers of chemicals - specialty, hybrid, and commodity, steel -
processors, specialty and stainless, producers of electrical equipment
and components; providers of environmental services - waste
management, water treatment and manufacturers of machinery, commercial
vehicles and packaging containers - metal, paperboard, glass, and
plastic; providers of transportation services - air, ground,
water.    
 
   Brokerage and Investment Management, Financial Services, Home
Finance, Insurance and Regional Banks may also compare their
performance to that of the Goldman Sachs Financial Services Index, a
market capitalization-weighted index of 271 stocks designed to measure
the performance of companies in the financial services sector. Issues
in the index include financial institutions providing banking services
- - regional, trust, money centers; commercial and consumer finance
services - including credit cards, savings and loans, and mortgage
finance. Also includes brokerage firms and asset managers, insurance
companies including brokers, life insurance, property and casualty,
disability and re-insurance; real estate holding and development
companies, property agencies and investment trusts.    
 
   Biotechnology, Health Care, Medical Delivery and Medical Equipment
and Systems may also compare their performance to that of the Goldman
Sachs Health Care Index, a market capitalization-weighted index of 93
stocks designed to measure the performance of companies in the health
care sector. Issues in the index include providers of health care
related services including long term care and hospital facilities,
health care management organizations and continuing care services.
Also includes researchers, manufacturers and distributors of
pharmaceuticals, drugs and related sciences, and medical supplies,
instruments and products, including biotechnology companies - those
companies involved in the use of molecular biology, small molecule
engineering, genetic engineering, and other scientific modalities to
target diseases of immunology, hematology, oncology, and other orphan
drug categories.    
 
   Energy, Energy Service, Gold, Natural Resources and Precious Metals
and Minerals may also compare their performance to that of the Goldman
Sachs Natural Resources Index, a market capitalization-weighted index
of 96 stocks designed to measure the performance of companies in the
natural resource sector. Issues in the index include extractive
industries including gold and precious metals mining along with other
mineral mining. Also includes energy companies providing oil and gas
services, exploration and production and integrated services including
refining, distributing and supply; owners and operators of timber
tracts, forestry services and producer of pulp and paper and owners of
plantations.    
 
   Business Services and Outsourcing, Computers, Developing
Communications, Electronics, Software and Computer Services and
Technology may also compare their performance to that of the Goldman
Sachs Technology Index, a market capitalization-weighted index of 190
stocks designed to measure the performance of companies in the
technology sector. Issues in the index include producers of
sophisticated devices, services and software related to the fields of
computers, electronics, networking and Internet services. Also
includes producers of computer and Internet software, consultants for
information technology and providers of computer services.    
 
   Natural Gas, Telecommunications and Utilities Growth may also
compare their performance to that of the Goldman Sachs Utilities
Index, a market capitalization-weighted index of 136 stocks designed
to measure the performance of companies in the utilities sector.
Issues in the index include generators and distributors of
electricity, distributors of natural gas and water. Also includes
providers of telecommunications services, both fixed line networks and
wireless/mobile networks.    
 
THE FOLLOWING INFORMATION REPLACES THE FIRST PARAGRAPH FOUND IN THE
"MANAGEMENT CONTRACTS" SECTION ON PAGE 63.
 
FMR is manager of the stock funds (except Business Services and
Outsourcing, Cyclical Industries, Medical Equipment and Systems and
Natural Resources) and the money market fund pursuant to management
contracts dated June 1, 1998, which were approved by shareholders on
May 13, 1998. FMR is manager of Cyclical Industries and Natural
Resources pursuant to management contracts dated January 16, 1997,
which were approved by FMR, then sole shareholder, on February 14,
1997. FMR is manager of Business Services and Outsourcing and Medical
Equipment and Systems pursuant to management contracts dated December
18, 1997, which were approved by FMR, as the then sole shareholder, on
January 21, 1998 for Business Services and Outsourcing and April 24,
1998 for Medical Equipment and Systems.
 
THE FOLLOWING INFORMATION REPLACES ALL OF THE INFORMATION FOUND UNDER
THE HEADING "MANAGEMENT FEES" IN THE "MANAGEMENT CONTRACTS" SECTION
BEGINNING ON PAGE 64 THROUGH PAGE 68.
 
MANAGEMENT FEES. For the services of FMR under the management
contract, the money market fund pays FMR a monthly management fee
which has three components: a group fee rate, an individual fund fee
rate (0.03%), and an income-based component of 6% of the fund's gross
income in excess of a 5% yield. The maximum income-based component is
0.24% of the fund's average net assets.
 
For the money market fund, on January 1, 1996 and August 1, 1994, FMR
voluntarily modified the breakpoints in the group fee rate schedule.
The revised group fee rate schedule, depicted below, provides for
lower management fee rates as FMR's assets under management increase.
The money market fund's current management contract reflects the
revised group fee rate schedule below.
 
The group fee rate is based on the monthly average net assets of all
of the registered investment companies with which FMR has management
contracts.
 
The following is the fee schedule for the money market fund.
 
MONEY MARKET FUND
GROUP FEE RATE SCHEDULE      EFFECTIVE ANNUAL FEE RATES  
 
Average Group    Annualized  Group Net       Effective Annual Fee  
Assets           Rate        Assets          Rate                  
 
 0 - $3 billion  .3700%       $ 0.5 billion  .3700%                
 
 3 - 6           .3400         25            .2664                 
 
 6 - 9           .3100         50            .2188                 
 
 9 - 12          .2800         75            .1986                 
 
 12 - 15         .2500         100           .1869                 
 
 15 - 18         .2200          125          .1793                 
 
 18 - 21         .2000         150           .1736                 
 
 21 - 24         .1900         175           .1690                 
 
 24 - 30         .1800         200           .1652                 
 
 30 - 36         .1750         225           .1618                 
 
 36 - 42         .1700         250           .1587                 
 
 42 - 48         .1650         275           .1560                 
 
 48 - 66         .1600         300           .1536                 
 
 66 - 84         .1550         325           .1514                 
 
 84 - 120        .1500         350           .1494                 
 
 120 - 156       .1450         375           .1476                 
 
 156 - 192       .1400         400           .1459                 
 
 192 - 228       .1350         425           .1443                 
 
 228 - 264       .1300         450           .1427                 
 
 264 - 300       .1275         475           .1413                 
 
 300 - 336       .1250         500           .1399                 
 
 336 - 372       .1225         525           .1385                 
 
 372 - 408       .1200         550           .1372                 
 
 408 - 444       .1175                                             
 
 444 - 480       .1150                                             
 
 480 - 516       .1125                                             
 
 Over 516        .1100                                             
 
The group fee rate is calculated on a cumulative basis pursuant to the
graduated fee rate schedules shown above on the left. The schedules
above on the right show the effective annual group fee rate at various
asset levels, which is the result of cumulatively applying the
annualized rates on the left. For example, the effective annual fee
rate at $583 billion of group net assets - the approximate level for
February 1998 - was 0.1357% for the money market fund and 0.2917% for
the stock funds, which is the weighted average of the respective fee
rates for each level of group net assets up to $583 billion.
 
The money market fund's individual fund fee rate is 0.03%.
 
One-twelfth of the sum of the group fee rate and the individual fund
fee rate is applied to the fund's average net assets for the current
month, giving a dollar amount which is the fee for that month.
 
If the money market fund's monthly gross yield is 5% or less, the
total management fee is the sum of the group fee and the individual
fund fee. If the money market fund's monthly gross yield is greater
than 5%, the management fee that FMR receives includes an income-based
component. The income-based component equals 6% of that portion of the
money market fund's gross income that represents a gross yield of more
than 5% per year. The maximum income-based component is 0.24%
(annualized) of average net assets, at a money market fund gross yield
of 9% or more. Gross income for this purpose, includes interest
accrued and/or discount earned (including both original issue discount
and market discount) on portfolio obligations, less amortization of
premium. Realized and unrealized gains and losses, if any, are not
included in gross income.
 
For the services of FMR under the management contract, each stock fund
pays FMR a monthly management fee which has two components: a group
fee rate and an individual fund fee rate.
 
For the stock funds (except Business Services and Outsourcing,
Cyclical Industries, Medical Equipment and Systems, and Natural
Resources), on January 1, 1996, August 1, 1994, November 1, 1993, and
January 1, 1992, FMR voluntarily modified the breakpoints in the group
fee rate schedule. The revised group fee rate schedule, depicted
below, provides for lower management fee rates as FMR's assets under
management increase. Each stock fund's current management contract
reflects the revised group fee rate schedule below.
 
The following is the fee schedule for the stock funds.
 
STOCK FUNDS
GROUP FEE RATE SCHEDULE      EFFECTIVE ANNUAL FEE RATES  
 
Average Group    Annualized  Group Net       Effective Annual Fee  
Assets            Rate       Assets          Rate                  
 
 0 - $3 billion  .5200%       $ 0.5 billion  .5200%                
 
 3 - 6           .4900         25            .4238                 
 
 6 - 9           .4600         50            .3823                 
 
 9 - 12          .4300         75            .3626                 
 
 12 - 15         .4000         100           .3512                 
 
 15 - 18         .3850          125          .3430                 
 
 18 - 21         .3700         150           .3371                 
 
 21 - 24         .3600         175           .3325                 
 
 24 - 30         .3500         200           .3284                 
 
 30 - 36         .3450         225           .3249                 
 
 36 - 42         .3400         250           .3219                 
 
 42 - 48         .3350         275           .3190                 
 
 48 - 66         .3250         300           .3163                 
 
 66 - 84         .3200         325           .3137                 
 
 84 - 102        .3150         350           .3113                 
 
 102 - 138       .3100         375           .3090                 
 
 138 - 174       .3050         400           .3067                 
 
 174 - 210       .3000         425           .3046                 
 
 210 - 246       .2950         450           .3024                 
 
 246 - 282       .2900         475           .3003                 
 
 282 - 318       .2850         500           .2982                 
 
 318 - 354       .2800         525           .2962                 
 
 354 - 390       .2750         550           .2942                 
 
 390 - 426       .2700                                             
 
 426 - 462       .2650                                             
 
 462 - 498       .2600                                             
 
 498 - 534       .2550                                             
 
 Over 534        .2500                                             
 
The group fee rate is calculated on a cumulative basis pursuant to the
graduated fee rate schedule shown above on the left. The schedule
above on the right shows the effective annual group fee rate at
various asset levels, which is the result of cumulatively applying the
annualized rates on the left. For example, the effective annual fee
rate at $583 billion of group net assets - the approximate level for
February 1998 - was 0.2917%, which is the weighted average of the
respective fee rates for each level of group net assets up to $583
billion.
 
Each stock fund's individual fund fee rate is 0.30%. Based on the
average group net assets of the funds advised by FMR for February
1998, each stock fund's annual management fee rate would be calculated
as follows:
 
Group Fee Rate       Individual Fund Fee Rate       Management Fee Rate  
 
0.2917%         +    0.30%                     =    0.5917%              
 
One-twelfth of this annual management fee rate is applied to each
stock fund's net assets averaged for the most recent month, giving a
dollar amount, which is the fee for that month.
 
THE FOLLOWING INFORMATION REPLACES THE FOURTH, FIFTH, AND EIGHTH
PARAGRAPHS FOUND UNDER THE HEADING "SUB-ADVISER" IN THE "MANAGEMENT
CONTRACTS" SECTION ON PAGE 72.
 
On behalf of the stock funds, FMR has entered into sub-advisory
agreements with FMR U.K. and FMR Far East. Pursuant to the
sub-advisory agreements, FMR may receive investment advice and
research services outside the United States from the sub-advisers.
 
On behalf of the stock funds, FMR may also grant the sub-advisers
investment management authority as well as the authority to buy and
sell securities if FMR believes it would be beneficial to the funds.
 
On behalf of each stock fund for providing discretionary investment
management and executing portfolio transactions, FMR pays FMR U.K. and
FMR Far East a fee equal to 50% of its monthly management fee rate
with respect to each fund's average net assets managed by the
sub-adviser on a discretionary basis.
 
THE FOLLOWING INFORMATION UPDATES THE INFORMATION FOUND UNDER THE
HEADING "TRUST ORGANIZATION" IN THE "DESCRIPTION OF THE TRUST" SECTION
ON PAGE 79.
 
On May 13, 1998, American Gold Portfolio was renamed "Gold Portfolio."
 
On July 18, 1996, Consumer Products Portfolio was renamed "Consumer
Industries Portfolio."
 
THE FOLLOWING SENTENCE REPLACES THE THIRD SENTENCE OF THE PARAGRAPH
FOUND UNDER THE HEADING "SHAREHOLDER AND TRUSTEE LIABILITY" IN THE
"DESCRIPTION OF TRUST" SECTION ON PAGE 80.
 
The Declaration of Trust 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 shall
include a provision limiting the obligations created thereby to the
trust or to one or more funds and its or their assets.
 
THE FOLLOWING INFORMATION REPLACES THE SIMILAR INFORMATION FOUND IN
THE "DESCRIPTION OF THE TRUST" SECTION ON PAGE 80.
 
VOTING RIGHTS. Each fund's capital consists of shares of beneficial
interest. As a shareholder, you receive one vote for each dollar value
of net asset value you own. The shares have no preemptive or
conversion rights; the voting and dividend rights, the right of
redemption, and the privilege of exchange are described in the
Prospectus. Shares are fully paid and nonassessable, except as set
forth under the heading "Shareholder and Trustee Liability" above.
Shareholders representing 10% or more of the trust or a fund may, as
set forth in the Declaration of Trust, call meetings of the trust or a
fund for any purpose related to the trust or fund, as the case may be,
including, in the case of a meeting of the entire trust, the purpose
of voting on removal of one or more Trustees. The trust or any fund
may be terminated upon sale of its assets to, or merger with, another
open-end management investment company or series thereof, or upon
liquidation and distribution of its assets. Generally, the merger of
the trust or a fund with another entity or the sale of substantially
all of the assets of the trust or a fund to another entity requires
the vote of a majority of the outstanding shares of the trust or the
fund, as determined by the current value of each shareholder's
investment in the fund or trust. The Trustees may, however, recognize
or terminate the trust or any fund without prior shareholder approval.
If not so terminated or reorganized, the trust and its funds will
continue indefinitely. Each fund may invest all of its assets in
another investment company.