SUPPLEMENT TO THE 
FIDELITY GROWTH & 
INCOME PORTFOLIO
PROSPECTUS
DATED SEPTEMBER 25, 1993
   The following information     
   replaces the last two sentences     
   in the "Minimum Investments"     
   table on page 10:    
   These minimums may vary for     
   a Fidelity College Savings Plan     
   account or a Fidelity Payroll     
   Deduction Program account in     
   the fund. Refer to the     
   appropriate program materials     
   for details.    
The following information 
supplements the last paragraph 
on page 19.
Effective February 1, 1994, the 
sales charge paid to qualified 
recipients will be 2.25% of the 
fund's offering price.
The following information 
replaces that found under the 
"Reductions" heading in the 
"Sales Charge Reductions and 
Waivers" section on page 21.
REDUCTIONS. The fund's sales 
charge may be reduced if you 
invest directly with Fidelity or 
through prototype or 
prototype-like retirement plans 
sponsored by FMR or FMR 
Corp. Purchases made with 
assistance or intervention from 
a financial intermediary are not 
eligible. The amount you invest, 
plus the value of your account, 
must fall within the ranges 
shown below. Call Fidelity to 
see if your purchase qualifies.
  Net 
amount
Ranges Sales charge invested
$0 - 249,000 3% 3.09
%
$250,000 - 499,999 2% 2.04
%
$500,000 - 999,999 1% 1.01
%
$1,000,000 or more none none
The sales charge will also be 
reduced by the percentage of 
any sales charge you 
previously paid on investments 
in other Fidelity funds (not 
including Fidelity's Foreign 
Currency Funds). Similarly, 
your shares carry credit for any 
sales charge you would have 
paid if the reductions in the 
table above had not been 
available. These sales charge 
credits only apply if you 
continuously owned Fidelity 
fund shares or a Fidelity 
brokerage core account, or 
participated in The 
CORPORATEplan for 
Retirement Program, and only 
to purchases made in one of 
the following ways:
1. By exchange from another 
Fidelity fund. 
2. With proceeds of a 
transaction within a Fidelity 
brokerage core account, 
including any free credit 
balance, core money market 
fund, or margin availability, to 
the extent such proceeds were 
derived from redemption 
proceeds from another Fidelity 
fund. 
SUPPLEMENT TO THE 
FIDELITY GROWTH & 
INCOME PORTFOLIO
PROSPECTUS
DATED SEPTEMBER 25, 1993
   The following information     
   replaces the last two sentences     
   in the "Minimum Investments"     
   table on page 10:    
   These minimums may vary for     
   a Fidelity College Savings Plan     
   account or a Fidelity Payroll     
   Deduction Program account in     
   the fund. Refer to the     
   appropriate program materials     
   for details.    
The following information 
supplements the last paragraph 
on page 19.
Effective February 1, 1994, the 
sales charge paid to qualified 
recipients will be 2.25% of the 
fund's offering price.
The following information 
replaces that found under the 
"Reductions" heading in the 
"Sales Charge Reductions and 
Waivers" section on page 21.
REDUCTIONS. The fund's sales 
charge may be reduced if you 
invest directly with Fidelity or 
through prototype or 
prototype-like retirement plans 
sponsored by FMR or FMR 
Corp. Purchases made with 
assistance or intervention from 
a financial intermediary are not 
eligible. The amount you invest, 
plus the value of your account, 
must fall within the ranges 
shown below. Call Fidelity to 
see if your purchase qualifies.
  Net 
amount
Ranges Sales charge invested
$0 - 249,000 3% 3.09
%
$250,000 - 499,999 2% 2.04
%
$500,000 - 999,999 1% 1.01
%
$1,000,000 or more none none
The sales charge will also be 
reduced by the percentage of 
any sales charge you 
previously paid on investments 
in other Fidelity funds (not 
including Fidelity's Foreign 
Currency Funds). Similarly, 
your shares carry credit for any 
sales charge you would have 
paid if the reductions in the 
table above had not been 
available. These sales charge 
credits only apply if you 
continuously owned Fidelity 
fund shares or a Fidelity 
brokerage core account, or 
participated in The 
CORPORATEplan for 
Retirement Program, and only 
to purchases made in one of 
the following ways:
1. By exchange from another 
Fidelity fund. 
2. With proceeds of a 
transaction within a Fidelity 
brokerage core account, 
including any free credit 
balance, core money market 
fund, or margin availability, to 
the extent such proceeds were 
derived from redemption 
proceeds from another Fidelity 
fund. 
   GAI - 94 - 1  (Page 1 of 2) May 5, 1994    
   GAI - 94 - 1  (Page 1 of 2) May 5, 1994    
 
3. With redemption proceeds 
from one of Fidelity's Foreign 
Currency Funds, if the Foreign 
Currency Fund shares were 
originally purchased with 
redemption proceeds from a 
Fidelity fund. 
4. Through the Directed 
Dividends Option (see page 
16). 
5. By participants in The 
CORPORATEplan for 
Retirement Program when 
shares are purchased through 
plan-qualified loan repayments, 
and for exchanges into and out 
of the Managed Income 
Portfolio. 
   The following information     
   replaces the corresponding     
   paragraphs found under the     
   "Waivers" heading in the "Sales     
   Charge Reductions and     
   Waivers" section begining on     
   page 21.    
       7.    If you are a current or former     
   trustee or officer of a Fidelity     
   fund or a current or retired     
   officer, director, or regular     
   employee of FMR Corp. or its     
   direct or indirect subsidiaries (a     
   Fidelity Trustee or employee),     
   the spouse of a Fidelity trustee     
   or employee, a Fidelity trustee     
   or employee acting as     
   custodian for a minor child, or a     
   person acting as trustee of a     
   trust for the sole benefit of the     
   minor child of a Fidelity Trustee     
   or employee.    
3. With redemption proceeds 
from one of Fidelity's Foreign 
Currency Funds, if the Foreign 
Currency Fund shares were 
originally purchased with 
redemption proceeds from a 
Fidelity fund. 
4. Through the Directed 
Dividends Option (see page 
16). 
5. By participants in The 
CORPORATEplan for 
Retirement Program when 
shares are purchased through 
plan-qualified loan repayments, 
and for exchanges into and out 
of the Managed Income 
Portfolio. 
   The following information     
   replaces the corresponding     
   paragraphs found under the     
   "Waivers" heading in the "Sales     
   Charge Reductions and     
   Waivers" section begining on     
   page 21.    
       7.    If you are a current or former     
   trustee or officer of a Fidelity     
   fund or a current or retired     
   officer, director, or regular     
   employee of FMR Corp. or its     
   direct or indirect subsidiaries (a     
   Fidelity Trustee or employee),     
   the spouse of a Fidelity trustee     
   or employee, a Fidelity trustee     
   or employee acting as     
   custodian for a minor child, or a     
   person acting as trustee of a     
   trust for the sole benefit of the     
   minor child of a Fidelity Trustee     
   or employee.    
     (Page 2 of 2)    
     (Page 2 of 2)    
FIDELITY GROWTH & INCOME PORTFOLIO
SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION
DATED SEPTEMBER 25, 1993
The following paragraph replaces the first paragraph under the heading
"Valuation of Portfolio Securities" on page 11.
Portfolio securities are valued by various methods depending on the primary
market or exchange on which they trade.  Most equity securities for which
the primary market is the U.S. are valued at last sale price or, if no sale
has occurred, at the closing bid price.  Most equity securities for which
the primary market is outside the U.S. are valued using the official
closing price or the last sale price in the principal market where they are
traded.  If the last sale price (on the local exchange) is unavailable, the
last evaluated quote or last bid price is normally used.  Short-term
securities are valued either at amortized cost or at original cost plus
accrued interest, both of which approximate current value.  Convertible and
fixed-income securities are valued primarily by a pricing service that uses
a vendor security valuation matrix which incorporates both dealer-supplied
valuations and electronic data processing techniques.  This twofold
approach is believed to more accurately reflect fair value because it takes
into account appropriate factors such as institutional trading in similar
groups of securities, yield, quality, coupon rate, maturity, type of issue,
trading characteristics, and other market data, without exclusive reliance
upon quoted, exchange, or over-the counter prices.  Use of pricing services
has been approved by the Board of Trustees.
The following paragraph supplements that found in the "Performance"
section, beginning on page 12.
The fund may be compared in advertising to Certificates of Deposit (CDs) or
other investments issued by banks.  The fund differs from bank investments
in several respects.  The fund may offer greater liquidity or higher
potential returns than CDs; but unlike CDs, the fund does not guarantee
your principal or your return.
The following paragraph supplements the section entitled "Additional
Purchase and Redemption Information" beginning on page 14.
The fund's sales charge may be reduced to reflect sales charges previously
paid, or that would have been paid absent a reduction as noted in the
prospectus, in connection with investments in other Fidelity funds. This
includes reductions for investments in prototype or prototype-like
retirement plans sponsored by FMR or FMR Corp., which are listed on page
14.
   The following information replaces example 8 found in the section
entitled "Additional Purchase and Redemption Information" beginning on page
14.    
   (8) if you are a current or former Trustee or officer of a Fidelity fund
or a current or retired officer, director, or regular employee of FMR Corp.
or its direct or indirect subsidiaries (a Fidelity Trustee or employee),
the spouse of a Fidelity Trustee or employee, a Fidelity Trustee or
employee acting as custodian for a minor child, or a person acting as
trustee of a trust for the sole benefit of the minor child of a Fidelity
Trustee or employee;    
   The following informationsupplements the section entitled "Additional
Purchase and Redemption Information" beginning on page 14.    
   (12) if you are a registered investment adviser (RIA) purchasing for
your discretionary accounts, provided you execute a Fidelity RIA load
waiver agreement which specifies certain aggregate minimum and operating
provisions.  This waiver is available only for shares purchased directly
from Fidelity, without a broker, and is unavailable if the RIA is part of
an organization principally engaged in the brokerage business;    
   (13) if you are a trust institution or bank trust department purchasing
for your non-discretionary, non-retirement fiduciary accounts, provided you
execute a Fidelity Trust load waiver agreement which specifies certain
aggregate minimum and operating provisions.  This waiver is available only
for shares purchased either directly from Fidelity or through a
bank-affiliated broker, and is unavailable if the trust department or
institution is part of an organization not principally engaged in banking
or trust activities.    
   GAIB-94-2  (Page 1 of 2)  May 5, 1994    
The following information supplements the section entitled "Management
Contract" beginning on page 17.
Effective November 1, 1993, FMR agreed to voluntarily adopt the revised
group fee rate schedule shown below for purposes of calculating the group
fee component of the management fee.  The revised schedule provides for
lower management fees as total assets under management increase, and it
will be presented to shareholders for approval at the next shareholder
meeting.
GROUP FEE RATE SCHEDULE         EFFECTIVE ANNUAL FEE RATES         
 
Average Group   Annualized   Group Net   Effective Annual   
Assets          Rate         Assets      Fee Rate           
 
  0   - $ 3 billion   .520%    $ 0.5 billion   .5200%   
 
  3   -    6          .490      25             .4238    
 
  6   -    9          .460      50             .3823    
 
  9   -   12          .430      75             .3626    
 
 12  -   15           .400     100             .3512    
 
 15  -   18           .385     125             .3430    
 
 18  -   21           .370     150             .3371    
 
 21  -   24           .360     175             .3325    
 
 24  -   30           .350     200             .3284    
 
 30  -   36           .345     225             .3253    
 
 36  -   42           .340     250             .3223    
 
 42  -   48           .335     275             .3198    
 
 48  -   66           .325     300             .3175    
 
 66  -   84           .320     325             .3153    
 
 84  -   102          .315     350             .3133    
 
102 -   138           .310                              
 
138 -   174           .305                              
 
174 -   228           .300                              
 
228 -   282           .295                              
 
282 -   336           .290                              
 
Over   336            .285                              
 
    (Page 2 of 2)