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 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                              
 
   GAIB-94-1    March 21, 1994