As filed with the Securities and Exchange Commission
on September 1, 1998
Registration No. 2-74808
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

PRE-EFFECTIVE AMENDMENT NO. [ ]

POST-EFFECTIVE AMENDMENT NO. [ ]

Fidelity Colchester Street Trust (formerly Fidelity Institutional Cash
Portfolios)
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, MA 02109
(Address Of Principal Executive Offices)
Registrant's Telephone Number (617) 563-7000
Eric D. Roiter, Secretary
82 Devonshire Street
Boston, MA 02109
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable
after the Registration Statement becomes effective under the
Securities Act of 1933.
The Registrant has registered an indefinite amount of securities under
the Securities Act of 1933 pursuant to Section 24(f) under the
Investment Company Act of 1940; accordingly, no fee is payable
herewith because of reliance upon Section 24(f). Pursuant to Rule 429,
this Registration Statement relates to shares previously registered on
Form N-1A.
It is proposed that this filing will become effective on October 1,
1998, pursuant to Rule 488.

Fidelity Domestic Portfolio
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following papers and
documents:
Facing Page
Contents of Registration Statement
Cross Reference Sheet
Solicitation Letter to Shareholders
Form of Proxy Card
Notice of Special Meeting of Shareholders
Part A - Proxy Statement and Prospectus
Part B - Statement of Additional Information
Part C - Other Information
Signature Page
Exhibits

FIDELITY COLCHESTER STREET TRUST:
FIDELITY DOMESTIC PORTFOLIO
FORM N-14 CROSS REFERENCE SHEET
PART A

FORM N-14 ITEM NUMBER AND CAPTION PROSPECTUS/PROXY STATEMENT CAPTION

1. BEGINNING OF REGISTRATION STATEMENT AND OUT- COVER PAGE
SIDE FRONT COVER PAGE OF PROSPECTUS

2. BEGINNING AND OUTSIDE BACK COVER PAGE OF PRO- TABLE OF CONTENTS
SPECTUS

3. FEE TABLE, SYNOPSIS INFORMATION AND RISK FACTORS SYNOPSIS; COMPARISON OF OTHER POLICIES OF THE FUNDS;
COMPARISON OF PRINCIPAL RISK FACTORS; THE PROPOSED
TRANSACTION

4. INFORMATION ABOUT THE TRANSACTIONS SYNOPSIS; THE PROPOSED TRANSACTION;

5. INFORMATION ABOUT THE REGISTRANT PROSPECTUS OF FIDELITY DOMESTIC PORTFOLIO DATED MAY
29, 1998; SYNOPSIS; COMPARISON OF OTHER POLICIES OF
THE FUNDS; COMPARISON OF PRINCIPAL RISK FACTORS;
MISCELLANEOUS; ADDITIONAL INFORMATION ABOUT FIDELITY
DOMESTIC PORTFOLIO; PROSPECTUS OF FIDELITY DOMESTIC
PORTFOLIO DATED MAY 29, 1998

6. INFORMATION ABOUT THE COMPANY BEING ACQUIRED COVER PAGE; SYNOPSIS; COMPARISON OF OTHER POLICIES
OF THE FUNDS; COMPARISON OF PRINCIPAL RISK FACTORS;
MISCELLANEOUS; PROSPECTUS OF FIDELITY RATED MONEY
MARKET PORTFOLIO DATED MAY 29, 1998

7. VOTING INFORMATION VOTING INFORMATION

8. INTEREST OF CERTAIN PERSONS AND EXPERTS NOT APPLICABLE

9. ADDITIONAL INFORMATION REQUIRED FOR REOFFERING NOT APPLICABLE
BY PERSONS DEEMED TO BE UNDERWRITERS

PART B
ITEM NUMBER AND CAPTION STATEMENT OF ADDITIONAL INFORMATION CAPTION

10. COVER PAGE COVER PAGE

11. TABLE OF CONTENTS TABLE OF CONTENTS

12. ADDITIONAL INFORMATION ABOUT THE REGISTRANT PROSPECTUS AND STATEMENT OF ADDITIONAL
INFORMATION OF FIDELITY DOMESTIC PORTFOLIO
DATED MAY 29, 1998

13. ADDITIONAL INFORMATION ABOUT THE COMPANY BE- NOT APPLICABLE
ING ACQUIRED

14. FINANCIAL STATEMENTS FINANCIAL STATEMENTS INCLUDED IN THE ANNUAL
REPORT OF FIDELITY RATED MONEY MARKET
PORTFOLIO FOR THE FISCAL YEAR ENDED MARCH
31, 1998; FINANCIAL STATEMENTS INCLUDED IN
THE ANNUAL REPORT OF FIDELITY DOMESTIC
PORTFOLIO FOR THE FISCAL YEAR ENDED MARCH
31, 1998.
PRO-FORMA FINANCIAL STATEMENTS FOR THE
FISCAL YEAR ENDED MARCH 31, 1998.

PART C INFORMATION REQUIRED TO BE INCLUDED IN PART
C IS SET FORTH UNDER THE APPROPRIATE ITEM SO
NUMBERED IN PART C OF THIS REGISTRATION
STATEMENT.

IMPORTANT PROXY MATERIALS...
PLEASE CAST YOUR VOTE NOW!
Dear Fidelity Institutional Money Market Funds Shareholder:
On December 16, 1998, a special shareholder meeting of the Fidelity
Institutional Money Market Funds: Rated Money Market Portfolio will be
held.
The matter to be discussed is important, and directly affects your
investment. As a shareholder, you are entitled to one vote for each
dollar of net asset value that you own on the record date (October 19,
1998). YOU MAY THINK YOUR VOTE IS INSIGNIFICANT, BUT EVERY VOTE IS
EXTREMELY IMPORTANT. We must continue sending requests to vote until
a majority of the shares are voted at the meeting. Additional
mailings are expensive, and these costs are charged directly to the
fund.
The enclosed Proxy Statement details the proposal under consideration.
A summary of the issue can be found on the first page of the Proxy
Statement. In addition, we have attached a Q&A to assist you in
understanding the proposal. After you have read the material, please
cast your vote promptly by signing and returning the enclosed proxy
card. It is important that you sign your proxy card exactly as your
name appears in the registration of the proxy card. A postage-paid
envelope has been provided. Your time will be well spent, and you
will help save the cost of additional mailings.
This proposal has been carefully considered by the fund's Board of
Trustees, which is responsible for protecting your interests as a
shareholder. THE BOARD OF TRUSTEES BELIEVES THIS PROPOSAL IS FAIR AND
REASONABLE, AND RECOMMENDS THAT YOU APPROVE IT. If you have any
questions about this proposal, please do not hesitate to contact
Fidelity Client Services at 800-843-3001.
Remember, this is your opportunity to voice your opinion on matters
affecting your fund. YOUR PARTICIPATION IS EXTREMELY IMPORTANT NO
MATTER HOW MANY OR HOW FEW SHARES YOU OWN.
Thank you. We appreciate your prompt attention.
Sincerely,
Edward C. Johnson 3d
Chairman and Chief Executive Officer

Q&A
IMPORTANT INFORMATION TO
HELP YOU UNDERSTAND THE
PROPOSAL ON WHICH YOU ARE BEING ASKED TO VOTE.
PLEASE READ THE FULL TEXT OF THIS PROXY STATEMENT. BELOW IS A BRIEF
OVERVIEW OF THE MATTER TO BE VOTED UPON. YOUR VOTE IS IMPORTANT. IF
YOU HAVE ANY QUESTIONS REGARDING THE PROPOSAL, PLEASE CALL CLIENT
SERVICES AT 800-843-3001. WE APPRECIATE YOU PLACING YOUR TRUST IN THE
FIDELITY INSTITUTIONAL MONEY MARKET FUNDS AND LOOK FORWARD TO HELPING
YOU ACHIEVE YOUR FINANCIAL GOALS.
Q. WHAT PROPOSAL AM I BEING ASKED TO VOTE ON?
A. You are being asked to vote on the following proposal:
(solid bullet) To approve an Agreement and Plan of Reorganization
which will result in the merger of Fidelity Rated Money Market
Portfolio and Fidelity Domestic Portfolio.
Q. WHY IS FIDELITY RATED MONEY MARKET PORTFOLIO PROPOSING TO MERGE
WITH FIDELITY DOMESTIC PORTFOLIO?
A. The merger of Fidelity Rated Money Market Portfolio into Fidelity
Domestic Portfolio, which is also managed by Fidelity Management &
Research Company (FMR), will help FMR manage your money more
efficiently because the combined portfolio will have a substantially
larger asset base and a broader shareholder base. In addition, the
investment policies and operating procedures for both portfolios are
substantially the same. The only significant difference is that
Fidelity Domestic Portfolio is restricted to U.S. dollar-denominated
securities of domestic issuers and Fidelity Rated Money Market
Portfolio may purchase U.S. dollar-denominated securities of domestic
and foreign issuers.

Q. HOW WILL THE SHARES OF FIDELITY RATED MONEY MARKET PORTFOLIO BE
AFFECTED?
A. If the Agreement and Plan of Reorganization is approved, Class I,
Class II, and Class III shares of Fidelity Rated Money Market
Portfolio will be exchanged for shares of the corresponding class of
Fidelity Domestic Portfolio. The merger will not affect the value of
your investment.
Q. HAS THE FUND'S BOARD OF TRUSTEES APPROVED THE PROPOSAL?
A. Yes. The Board of Trustees of each fund has unanimously approved
the proposal, and recommends that you vote to approve it.
Q. HOW DO I VOTE MY SHARES?
A. You can vote your shares by attending the Special Meeting of
Shareholders at 11:00 a.m. on December 16, 1998 OR by completing and
signing the enclosed proxy card(s), and mailing them in the enclosed
postage paid envelope. If you need assistance, or have any questions
regarding the proposal or how to vote your shares, please call
Fidelity Client Services at
800-843-3001.

Vote this proxy card TODAY! Your prompt response will
save the expense of additional mailings.
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ----------------------------------------------------------------------
FIDELITY COLCHESTER STREET TRUST: FIDELITY RATED MONEY MARKET
PORTFOLIO
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoint(s) Edward
C. Johnson 3d, Eric D. Roiter, and Ralph F. Cox, or any one or more of
them, attorneys, with full power of substitution, to vote all shares
of FIDELITY COLCHESTER STREET TRUST: FIDELITY RATED MONEY MARKET
PORTFOLIO which the undersigned is entitled to vote at the Special
Meeting of Shareholders of the fund to be held at the office of the
trust at 82 Devonshire St., Boston, MA 02109, on December 16, 1998 at
11:00 a.m. Eastern time and at any adjournments thereof. All powers
may be exercised by a majority of said proxy holders or substitutes
voting or acting or, if only one votes and acts, then by that one.
This Proxy shall be voted on the proposals described in the Proxy
Statement as specified on the reverse side. Receipt of the Notice of
the Meeting and the accompanying Proxy Statement is hereby
acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date _____________, 1998
_______________________________________
_______________________________________
Signature(s) (Title(s), if applicable)
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
[cusip #316191204/fund# 052]
[cusip #316191808/fund# 619]
[cusip #316191881/fund# 652]
Please refer to the Proxy Statement discussion of this matter.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE
PROPOSAL.
As to any other matter, said attorneys shall vote in accordance with
their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING:
- --------------------------------------------------------------------
____________________________________________________________________

1. TO APPROVE AN AGREEMENT AND PLAN OF FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
REORGANIZATION BETWEEN FIDELITY RATED MONEY
MARKET PORTFOLIO AND FIDELITY DOMESTIC
PORTFOLIO, ANOTHER FUND OF THE TRUST, PROVIDING FOR
THE TRANSFER OF ALL OF THE ASSETS OF FIDELITY RATED
MONEY MARKET PORTFOLIO TO FIDELITY DOMESTIC
PORTFOLIO IN EXCHANGE SOLELY FOR SHARES OF
BENEFICIAL INTEREST IN CLASS I, CLASS II, AND CLASS
III OF FIDELITY DOMESTIC PORTFOLIO AND THE
ASSUMPTION BY FIDELITY DOMESTIC PORTFOLIO OF
FIDELITY RATED MONEY MARKET PORTFOLIO'S
LIABILITIES, FOLLOWED BY THE DISTRIBUTION OF
FIDELITY DOMESTIC PORTFOLIO'S SHARES TO
SHAREHOLDERS OF THE CORRESPONDING CLASS OF
FIDELITY RATED MONEY MARKET PORTFOLIO IN
LIQUIDATION OF FIDELITY RATED MONEY MARKET
PORTFOLIO.

[IMMI-PXC-1098)] [cusip #316191204/fund# 052]
[IMMII-PXC-1098] [cusip #316191808/fund# 619]
[IMMIII-PXC-1098] [cusip #316191881/fund# 652]

FIDELITY RATED MONEY MARKET PORTFOLIO
A FUND OF
FIDELITY COLCHESTER STREET TRUST
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-843-3001
PROXY STATEMENT AND PROSPECTUS
OCTOBER 19, 1998
This Proxy Statement and Prospectus (Proxy Statement) is being
furnished to shareholders of Fidelity Rated Money Market Portfolio
(Rated Portfolio), a fund of Fidelity Colchester Street Trust (the
trust), in connection with the solicitation of proxies by the trust's
Board of Trustees for use at the Special Meeting of Shareholders of
Rated Portfolio and at any adjournments thereof (the Meeting). The
Meeting will be held on Wednesday, December 16, 1998 at 11:00 a.m.
Eastern time at 82 Devonshire Street, Boston, Massachusetts 02109, the
principal executive office of the trust.
As more fully described in the Proxy Statement, the purpose of the
Meeting is to vote on a proposed reorganization (the Reorganization).
Pursuant to an Agreement and Plan of Reorganization (the Agreement),
Rated Portfolio would transfer all of its assets to Fidelity Domestic
Portfolio (Domestic Portfolio), another fund of the trust, in exchange
solely for shares of beneficial interest in Class I, Class II, and
Class III of Domestic Portfolio and the assumption by Domestic
Portfolio of Rated Portfolio's liabilities. Domestic Portfolio shares
would then be distributed to Rated Portfolio shareholders, so that
each such shareholder would receive a number of full and fractional
shares of the corresponding class of Domestic Portfolio equal to the
number of full and fractional shares of the same class of Rated
Portfolio held by such shareholder. As provided in the Agreement,
Rated Portfolio will distribute Class I, Class II, and Class III
shares of Domestic Portfolio to its shareholders of the corresponding
class in liquidation of Rated Portfolio on January 21, 1999, or such
other date as the parties may agree (the Closing Date).
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY
STATEMENT AND PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

Domestic Portfolio is a money market fund, a fund of Fidelity
Colchester Street Trust, an open-end management investment company
organized as a Delaware business trust on May 30, 1993. Domestic
Portfolio's investment objective is to seek a high level of current
income while maintaining a stable $1.00 share price. Domestic
Portfolio seeks to achieve its investment objective by investing only
in the highest quality U.S. dollar-denominated money market securities
of domestic issuers, rated in the highest rating category by at least
two nationally recognized rating services, U.S. Government securities
and repurchase agreements.
This Proxy Statement, which should be retained for future reference,
sets forth concisely the information about the Reorganization and
Domestic Portfolio that a shareholder should know before voting on the
proposed Reorganization. The Statement of Additional Information dated
October 19, 1998 relating to this Proxy Statement has been filed with
the Securities and Exchange Commission (SEC) and is incorporated
herein by reference. This Proxy Statement is accompanied by a combined
Prospectus (dated May 29, 1998 and supplemented on August 1, 1998),
which offers shares of Class I, Class II, or Class III of Domestic
Portfolio and Rated Portfolio. The combined Statement of Additional
Information for Class I, Class II, and Class III of Domestic Portfolio
and Rated Portfolio (dated May 29,1998 and supplemented on August 5,
1998) is available upon request. Each of the combined Class I, Class
II, and Class III Prospectuses and the combined Statement of
Additional Information for Domestic Portfolio and Rated Portfolio,
dated May 29, 1998, and supplemented as previously noted, have been
filed with the SEC and are incorporated herein by reference. Copies of
the Statement of Additional Information may be obtained without charge
by contacting the trust, Domestic Portfolio or Rated Portfolio at
Fidelity Distributors Corporation, 82 Devonshire Street, Boston,
Massachusetts 02109 or by calling 1-800-843-3001.

FIDELITY RATED MONEY MARKET PORTFOLIO
A FUND OF
FIDELITY COLCHESTER STREET TRUST
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-843-3001
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of Fidelity Rated Money Market Portfolio:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of Fidelity Rated Money Market Portfolio (Rated Portfolio)
will be held at the principal executive office of Fidelity Colchester
Street Trust (the trust), 82 Devonshire Street, Boston, Massachusetts
02109 on December 16, 1998 at 11:00 a.m. Eastern time. The purpose of
the Meeting is to consider and act upon the following proposal, and to
transact such other business as may properly come before the Meeting
or any adjournments thereof.
(1) To approve an Agreement and Plan of Reorganization between Rated
Portfolio and Fidelity Domestic Portfolio (Domestic Portfolio),
another fund of the trust, providing for the transfer of all of the
assets of Rated Portfolio to Domestic Portfolio in exchange solely for
shares of beneficial interest in Class I, Class II, and Class III of
Domestic Portfolio and the assumption by Domestic Portfolio of Rated
Portfolio's liabilities, followed by the distribution of Domestic
Portfolio's shares to shareholders of the corresponding class of Rated
Portfolio in liquidation of Rated Portfolio.
The Board of Trustees has fixed the close of business on October 19,
1998 as the record date for the determination of the shareholders of
Rated Portfolio entitled to notice of, and to vote at, such Meeting
and any adjournments thereof.
By order of the Board of Trustees,
ERIC D. ROITER, Secretary

October 19, 1998
YOUR VOTE IS IMPORTANT -
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY
SHAREHOLDER WHO DOES NOT EXPECT TO ATTEND THE MEETING IS URGED TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN
IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. IN ORDER TO AVOID UNNECESSARY EXPENSE, WE
ASK YOUR COOPERATION IN MAILING YOUR PROXY CARD PROMPTLY, NO MATTER
HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for executing proxy cards may be of
assistance to you and help avoid the time and expense involved in
validating your vote if you fail to execute your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it
appears in the registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.
3. ALL OTHER ACCOUNTS should show the capacity of the individual
signing. This can be shown either in the form of the account
registration itself or by the individual executing the proxy card. For
example:

REGISTRATION VALID SIGNATURE

A. 1) ABC CORP. JOHN SMITH, TREASURER

2) ABC CORP. JOHN SMITH, TREASURER

C/O JOHN SMITH, TREASURER

B. 1) ABC CORP. PROFIT SHARING PLAN ANN B. COLLINS, TRUSTEE

2) ABC TRUST ANN B. COLLINS, TRUSTEE

U/T/D 12/28/78

C. 1) ANTHONY B. CRAFT, CUST. ANTHONY B. CRAFT

F/B/O ANTHONY B. CRAFT, JR.

UGMA

TABLE OF CONTENTS
Voting Information
Synopsis
Comparison of Other Policies of The Funds
Comparison of Principal Risk Factors
The Proposed Transaction
Additional Information About Fidelity Domestic Portfolio
Miscellaneous
Exhibit 1. Form of Agreement and Plan of Reorganization
of Fidelity Rated Money Market Portfolio

PROXY STATEMENT AND PROSPECTUS
SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY RATED MONEY MARKET PORTFOLIO
A FUND OF
FIDELITY COLCHESTER STREET TRUST
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-843-3001

TO BE HELD ON DECEMBER 16, 1998
_________________________________
VOTING INFORMATION
This Proxy Statement and Prospectus (Proxy Statement) is furnished in
connection with a solicitation of proxies made by, and on behalf of,
the Board of Trustees of Fidelity Colchester Street Trust (the trust)
to be used at the Special Meeting of Shareholders of Fidelity Rated
Money Market Portfolio (Rated Portfolio or the fund) and at any
adjournments thereof (the Meeting), to be held on Wednesday, December
16, 1998 at 11:00 a.m. at 82 Devonshire Street, Boston, Massachusetts
02109, the principal executive office of the trust and Fidelity
Management & Research Company (FMR), the fund's investment adviser.
The purpose of the Meeting is set forth in the accompanying Notice.
The solicitation is made primarily by the mailing of this Proxy
Statement and the accompanying proxy card on or about October 19,
1998. Supplementary solicitations may be made by mail, telephone,
telegraph, facsimile, electronic means or by personal interview by
representatives of the trust. In addition, D.F. King & Co., Inc.
and/or Management Information Services Corp. may be paid on a per-call
basis to solicit shareholders on behalf of the fund at an anticipated
cost of approximately $500. The expenses in connection with preparing
this Proxy Statement and its enclosures and of all solicitations will
be paid by the fund, provided total operating expenses for each class
of Rated Portfolio do not exceed a class's expense cap of 0.20%
(excluding interest, taxes, brokerage commissions, extraordinary
expenses and 12b-1 fees). Expenses exceeding each class's expense cap
will be paid by FMR. The fund will reimburse brokerage firms and
others for their reasonable expenses in forwarding solicitation
material to the beneficial owners of shares.
If the enclosed proxy card is executed and returned, it may
nevertheless be revoked at any time prior to its use by written
notification received by the trust, by the execution of a later-dated
proxy card, or by attending the Meeting and voting in person.
All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the Meeting, and which
are not revoked, will be voted at the Meeting. Shares represented by
such proxies will be voted in accordance with the instructions
thereon. If no specification is made on a proxy card, it will be voted
FOR the matters specified on the proxy card. Only proxies that are
voted will be counted toward establishing a quorum. Broker non-votes
are not considered voted for this purpose. Shareholders should note
that while votes to ABSTAIN will count toward establishing a quorum,
passage of any proposal being considered at the Meeting will occur
only if a sufficient number of votes are cast FOR the proposal.
Accordingly, votes to ABSTAIN and votes AGAINST will have the same
effect in determining whether the proposal is approved. Approval of
the Reorganization will be determined by the aggregate vote of all
classes of the fund's shares rather than by each class separately.
Rated Portfolio may also arrange to have votes recorded by telephone.
D.F. King & Co., Inc. may be paid on a per-call basis for
vote-by-phone solicitations on behalf of the fund at an anticipated
cost of approximately $250. The expenses in connection with telephone
voting will be paid by the fund, provided the total operating expenses
do not exceed each class's expense cap of 0.20%. Expenses exceeding
each class's expense cap will be paid by FMR. If the fund records
votes by telephone, it will use procedures designed to authenticate
shareholders' identities, to allow shareholders to authorize the
voting of their shares in accordance with their instructions, and to
confirm that their instructions have been properly recorded. Proxies
given by telephone may be revoked at any time before they are voted in
the same manner that proxies voted by mail may be revoked.
If a quorum is not present at the Meeting, or if a quorum is present
at the Meeting but sufficient votes to approve the proposed item are
not received, or if other matters arise requiring shareholder
attention, the persons named as proxy agents may propose one or more
adjournments of the Meeting to permit further solicitation of proxies.
Any such adjournment will require the affirmative vote of a majority
of those shares present at the Meeting or represented by proxy. When
voting on a proposed adjournment, the persons named as proxy agents
will vote FOR the proposed adjournment all shares that they are
entitled to vote with respect to each item, unless directed to vote
AGAINST the item, in which case such shares will be voted against the
proposed adjournment with respect to that item. A shareholder vote may
be taken on the item in this Proxy Statement or on any other business
properly presented at the meeting prior to such adjournment if
sufficient votes have been received and it is otherwise appropriate.
Shares of each class of Rated Portfolio and Fidelity Domestic
Portfolio (Domestic Portfolio) issued and outstanding on July 31, 1998
are listed below:
Fund and Class Number of Outstanding Shares
RATED PORTFOLIO - CLASS I 386,418,463

RATED PORTFOLIO - CLASS II 79,668,044

RATED PORTFOLIO - CLASS III 112,443,540

DOMESTIC PORTFOLIO - CLASS I 968,616,438

DOMESTIC PORTFOLIO - CLASS II 37,270,364

DOMESTIC PORTFOLIO - CLASS III 83,433,647

Shareholders of record at the close of business on October 19, 1998,
will be entitled to vote at the Meeting. Each such shareholder will be
entitled to one vote for each dollar of net asset value held on that
date.
As of July 31, the Trustees, Members of the Advisory Board, and
officers of each fund owned, in the aggregate, less than 1% of each
fund's total outstanding shares.
As of July 31, 1998, the Trustees, Members of the Advisory Board,
and officers of each fund owned, in the aggregate, less than 1% of
each class's total outstanding shares.
As of July 31, 1998, the following owned of record or beneficially 5%
or more of the outstanding shares of a fund or a class:
Rated Portfolio - Class I: U.S. Trust Company of NY, New York, NY
(18.57%); Metric Management, Inc., San Francisco, CA (14.17%), Perini
Corporation, Framingham, MA (12.03%); Southern Farm Bureau Life,
Jackson, MS (5.43%).
Rated Portfolio - Class II: BankBoston, Boston, MA (100%).
Rated Portfolio - Class III: Chase Bank of Texas, Houston, TX
(43.87%); Fleet National Bank, Providence, RI (24.50%); Michigan
Public Funds Inv. Trust, Farmington Hills, MI (16.74%); The Bank of
New York, New York, NY (6.67%).
Domestic Portfolio - Class I: Chase Bank of Texas, Houston, TX
(8.93%); Intel Corporation, Santa Clara, CA (8.42%); Bank One
Oklahoma, Tulsa, OK (5.41%); Simmons First National Bank, Pine Bluff,
AR (5.31%).
Domestic Portfolio - Class II: Fleet National Bank, Providence, RI
(68.17%); BankBoston, Boston, MA (31.83%).
Domestic Portfolio - Class III: Frost National Bank, San Antonio, TX
(59.00%); Chase Bank of Texas, Houston, TX (14.47%); First Union
National Bank, Charlotte, NC (13.40%); Northwestern Trust Company,
Seattle, WA (10.58%); Reliance Trust Company, Atlanta, GA (8.57%);
Fleet National Bank, Providence, RI (5.44%).
To the knowledge of the trust and each fund, no other shareholder
owned of record or beneficially 5% or more of the outstanding shares
of any class or of either fund on that date. It is not anticipated
that any of the above shareholders will own of record or beneficially
5% or more of the outstanding shares of the combined fund as a result
of the Reorganization. It is anticipated that the following
shareholders will own of record or beneficially 5% or more of the
outstanding classes of the combined fund as a result of the
Reorganization:
Class I: Chase Bank of Texas, Houston, TX (6.38%); U.S. Trust
Company of NY, New York, NY (5.30%).
Class II: BankBoston, Boston, MA (77.79%); Fleet National Bank,
Providence, RI (22.21%).
Class III: Chase Bank of Texas, Houston, TX (31.35%); Frost National
Bank, San Antonio, TX (25.13%); Fleet National Bank, Providence, RI
(14.06%); Michigan Public Funds Inv. Trust, Farmington Hills, MI
(9.61%); First Union National Bank, Charlotte, NC (5.71%).
A shareholder owning of record or beneficially more than 25% of a
fund's or class's outstanding shares may be considered a controlling
person of that fund or class, as applicable. Each such shareholder's
vote may have a more significant effect on matters presented at a
shareholders' meeting of the fund or class, as applicable, than votes
of other shareholders of the fund or class.
VOTE REQUIRED: APPROVAL OF THE REORGANIZATION REQUIRES THE AFFIRMATIVE
VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" OF RATED
PORTFOLIO. UNDER THE INVESTMENT COMPANY ACT OF 1940 (THE 1940 ACT),
THE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES" MEANS
THE AFFIRMATIVE VOTE OF THE LESSER OF (A) 67% OR MORE OF THE VOTING
SECURITIES PRESENT AT THE MEETING OR REPRESENTED BY PROXY IF THE
HOLDERS OF MORE THAN 50% OF THE OUTSTANDING VOTING SECURITIES ARE
PRESENT OR REPRESENTED BY PROXY OR (B) MORE THAN 50% OF THE
OUTSTANDING VOTING SECURITIES. BROKER NON-VOTES ARE NOT CONSIDERED
"PRESENT" FOR THIS PURPOSE.

SYNOPSIS
The following is a summary of certain information contained elsewhere
in this Proxy Statement, in the Agreement, and in the combined
Prospectus of Rated Portfolio and Domestic Portfolio, which is
incorporated herein by this reference. Shareholders should read the
entire Proxy Statement and the Prospectus of Domestic Portfolio
carefully for more complete information.
The proposed Reorganization would merge Rated Portfolio into Domestic
Portfolio, a money market fund also managed by FMR. If the
Reorganization is approved, Rated Portfolio will cease to exist and
current shareholders of the fund will become shareholders of the
corresponding class of Domestic Portfolio.
Rated Portfolio and Domestic Portfolio each offers three classes of
shares: Class I, Class II, and Class III. All classes of a fund have
a common investment objective and investment portfolio.
Both Rated Portfolio and Domestic Portfolio seek to earn a high level
of current income while maintaining a stable $1.00 share price by
investing in high-quality short-term securities. Both funds are rated
in the highest rating category by two nationally recognized rating
services. An investment in a fund is neither insured nor guaranteed
by the U.S. Government and there is no assurance that either fund will
maintain a stable $1.00 share price.
Rated Portfolio and Domestic Portfolio offer the same investor
services, exchange privileges, and methods to purchase and redeem
shares. Regardless of whether the Reorganization is approved, you will
not have to change how you do business with Fidelity or take any other
action to maintain your investment.
The proposed Reorganization is part of an effort by Fidelity to
streamline its institutional money market fund product line so that it
may manage the funds more efficiently. If the Reorganization is
approved, Rated Portfolio shareholders will become shareholders of a
fund with the same rating that has a larger asset base and a broader
shareholder base than Rated Portfolio. A broader shareholder base may
tend to lessen the effect of cash flows in and out of a fund, making
the fund easier to manage. Thus, the larger asset base and
shareholder base of the combined fund could potentially lead to better
relative performance.
INVESTMENT OBJECTIVES AND POLICIES
Both Rated Portfolio and Domestic Portfolio seek a high level of
current income while maintaining a stable $1.00 share price. To
achieve this objective, the funds invest in the highest quality U.S.
dollar-denominated money market securities rated in the highest rating
category by at least two nationally recognized rating services, U.S.
Government securities, and repurchase agreements. One of the primary
differences between their investment policies is that, while both
funds are limited to U.S. dollar-denominated securities, Rated
Portfolio may purchase securities of both domestic and foreign
issuers, while Domestic Portfolio is limited to securities of domestic
issuers. However, Rated Portfolio currently does not purchase any
securities of foreign issuers that mature beyond the closing date, as
defined below.
EXPENSE STRUCTURES
Rated Portfolio and Domestic Portfolio have substantially identical
expense structures. Each fund pays FMR a monthly management fee at the
annual rate of 0.20% of the fund's average net assets (the management
fee is the same for all classes of shares of a fund).
In addition, Class I, Class II, and Class III of both funds have
adopted Distribution and Service Plans (the Plans) pursuant to Rule
12b-1 under the Investment Company Act of 1940. The Class I, Class II,
and Class III Plans of Rated Portfolio are the same as the Plans of
the corresponding class of Domestic Portfolio.
Class I of each fund does not pay a separate distribution fee. Class
II of each fund pays Fidelity Distributors Corp. (FDC), the funds'
distributor, a monthly distribution fee at the annual rate of 0.15% of
Class II's average net assets. Class III of each fund pays FDC a
monthly distribution fee at the annual rate of 0.25% of Class III's
average net assets. In addition, the Plans for each class
specifically recognize 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 the distribution of each class's
shares. Pursuant to the Plans, FMR may also pay, either directly (for
Class I only) or through FDC (for Class II and Class III), investment
professionals and other third parties that engage in the sale of each
class's shares or provide shareholder support services. If Rated
Portfolio shareholders approve the Reorganization, they will receive
Domestic Portfolio shares that are distributed under the same terms
as, and pay a distribution fee at the same annual rate as, their Rated
Portfolio shares.
In addition to management fees and distribution fees, both funds, or
each class thereof, as applicable, also pay other operating expenses
for services such as maintaining shareholder records and furnishing
shareholder statements and financial reports. For example, audit,
transfer agency, dividend disbursing, and shareholder servicing
expenses are paid by each class of each fund, while pricing and
bookkeeping expenses are paid by each fund.
In sum, if Rated Portfolio shareholders approve the Reorganization,
they will become shareholders of a larger money market fund with the
same investment objective and similar investment policies to Rated
Portfolio. To the extent that the Reorganization allows FMR to manage
the fund more effectively and efficiently, better relative performance
may result.
The Board of Trustees believes that the Reorganization would benefit
Rated Portfolio shareholders and recommends that shareholders vote in
favor of the Reorganization.
TOTAL OPERATING EXPENSES AND REIMBURSEMENT ARRANGEMENTS
Currently, FMR voluntarily reimburses Class I, Class II, and Class
III of each fund to the extent that each class's total operating
expenses (excluding interest, taxes, brokerage commissions,
extraordinary expenses, and 12b-1 fees) exceed 0.20% of the class's
respective average net assets. FMR may modify or terminate these
reimbursement arrangements at any time, which would cause each
class's total operating expenses to increase.
THE PROPOSED REORGANIZATION
Shareholders of Rated Portfolio will be asked at the Meeting to vote
upon and approve the Reorganization and the Agreement, which provide
for the acquisition by Domestic Portfolio of all of the assets of
Rated Portfolio in exchange solely for Class I, Class II, and Class
III shares of Domestic Portfolio and the assumption by Domestic
Portfolio of the liabilities of Rated Portfolio. Rated Portfolio will
then distribute the Class I, Class II, and Class III shares of
Domestic Portfolio to its shareholders, so that each shareholder will
receive the number of full and fractional shares of Domestic Portfolio
equal to the number of full and fractional shares of the corresponding
class of Rated Portfolio held by such shareholder on the Closing Date
(defined below). The exchange of Rated Portfolio's assets for Domestic
Portfolio's shares will occur as of the close of business of the New
York Stock Exchange (NYSE) on January 21, 1999, or such other time and
date as the parties may agree (the Closing Date). Rated Portfolio will
then be liquidated as soon as practicable thereafter.
The funds have received an opinion of counsel that the Reorganization
will not result in any gain or loss for federal income tax purposes
either to Rated Portfolio or Domestic Portfolio, or to the
shareholders of either fund. The rights and privileges of the former
shareholders of Rated Portfolio, will be effectively unchanged by the
Reorganization.
COMPARATIVE FEE TABLES
The following tables show (i) the shareholder transaction expenses
that Rated Portfolio and Domestic Portfolio shareholders currently
incur, and the shareholder transaction expenses that shareholders of
the combined fund will incur after giving effect to the
Reorganization, (ii) the current fees and expenses for each class of
Rated Portfolio and Domestic Portfolio for the 12 months ended March
31, 1998 and pro forma fees and expenses for each class of the
combined fund based on the same time period after giving effect to the
Reorganization and including the effect of FMR's current voluntary
expense limitation for each class, and (iii) the current fees and
expenses for each class of Rated Portfolio and Domestic Portfolio for
the 12 months ended March 31, 1998 and pro forma fees and expenses for
each class of the combined fund based on the same time period after
giving effect to the Reorganization and excluding the effect of FMR's
current voluntary expense limitation for each class. Net expenses
include the effect of any applicable voluntary expense limitation and
gross expenses do not include the effect of any applicable voluntary
expense limitation. FMR has voluntarily agreed to reimburse Class I,
Class II, and Class III of both funds to the extent that each class's
total operating expenses exceed 0.20% (excluding interest, taxes,
brokerage commissions, extraordinary expenses, and 12b-1 fees) of its
average net assets. The total operating expenses shown for Class II
and Class III of each fund exceed 0.20% because of the effect of those
class's 12b-1 fees.
SHAREHOLDER TRANSACTION AND ANNUAL FUND OPERATING EXPENSES
Shareholder Transaction Expenses are charges that shareholders may
pay when they buy or sell shares of a fund.
Annual fund operating expenses are paid out of each fund's or class's
assets. Expenses are factored into each class's share price or
dividends and are not charged directly to shareholder accounts. The
following figures are based on each class's historical expenses,
adjusted to reflect current fees, and are calculated as a percentage
of the average net assets of each class. Prior to January 1, 1998,
Rated Portfolio operated under an all-inclusive management contract
whereby Rated Portfolio paid FMR a monthly management fee at an annual
rate of 0.42% of its average daily net assets and FMR paid all of the
other expenses of the fund, with certain exceptions.
CLASS I

RATED PORTFOLIO DOMESTIC PORTFOLIO COMBINED FUND

MAXIMUM SALES CHARGE ON NONE NONE NONE
PURCHASES AND REINVESTED
DISTRIBUTIONS

MAXIMUM DEFERRED SALES CHARGE NONE NONE NONE

SHORT-TERM TRADING FEE NONE NONE NONE

EXCHANGE FEE NONE NONE NONE

RATED DOMESTIC PRO FORMA
PORTFOLIO PORTFOLIO COMBINED FUND
NET EXPENSES NET EXPENSES NET EXPENSES

MANAGEMENT FEE 0.20% 0.20% 0.20%

12B-1 FEE NONE NONE NONE
(DISTRIBUTION FEE)

OTHER EXPENSES 0.00% * 0.00% * 0.00% *
(AFTER
REIMBURSEMENT)

TOTAL OPERATING 0.20%* 0.20%* 0.20% *
EXPENSES

*FMR has voluntarily agreed to reimburse Class I of each fund to the
extent that total operating expenses (excluding interest, taxes,
brokerage commissions, extraordinary expenses, and 12b-1 fees), as a
percentage of its respective average net assets, exceed 0.20%. If
these agreements were not in effect, the management fee, other
expenses and total operating expenses, as a percentage of average net
assets, would have been 0.20%, 0.23%, and 0.43%, respectively, for
Rated Portfolio; 0.20%, 0.07%, and 0.27%, respectively, for Domestic
Portfolio; and 0.20%, 0.06%, and 0.26%, respectively, for the combined
(pro forma) fund. In addition, Rated Portfolio's expense ratio of
0.23% included herein is estimated due to a change in its management
fee rate effective January 1, 1998.
CLASS II

RATED PORTFOLIO DOMESTIC PORTFOLIO COMBINED FUND

MAXIMUM SALES CHARGE ON NONE NONE NONE
PURCHASES AND REINVESTED
DISTRIBUTIONS

MAXIMUM DEFERRED SALES CHARGE NONE NONE NONE

SHORT-TERM TRADING FEE NONE NONE NONE

EXCHANGE FEE NONE NONE NONE

RATED DOMESTIC PRO FORMA
PORTFOLIO PORTFOLIO COMBINED FUND
NET EXPENSES NET EXPENSES NET EXPENSES

MANAGEMENT FEE 0.20% 0.20% 0.20%

12B-1 FEE 0.15% 0.15% 0.15%
(DISTRIBUTION FEE)

OTHER EXPENSES 0.00% * 0.00% * 0.00% *
(AFTER
REIMBURSEMENT)

TOTAL OPERATING 0.35% * 0.35% * 0.35% *
EXPENSES

*FMR has voluntarily agreed to reimburse Class II of each fund to the
extent that total operating expenses (excluding interest, taxes,
brokerage commissions, extraordinary expenses, and 12b-1 fees), as a
percentage of its respective average net assets, exceed 0.20%. If
these agreements were not in effect, the management fee, other
expenses and total operating expenses, as a percentage of average net
assets, would have been 0.20%, 0.23%, and 0.58%, respectively, for
Rated Portfolio; 0.20%, 0.08%, and 0.43%, respectively, for Domestic
Portfolio; and 0.20%, 0.06%, and 0.41%, respectively, for the combined
(pro forma) fund. In addition, Rated Portfolio's expense ratio of
0.23% included herein is estimated due to a change in its management
fee rate effective January 1, 1998.
CLASS III

RATED PORTFOLIO DOMESTIC PORTFOLIO COMBINED FUND

MAXIMUM SALES CHARGE ON NONE NONE NONE
PURCHASES AND REINVESTED
DISTRIBUTIONS

MAXIMUM DEFERRED SALES CHARGE NONE NONE NONE

SHORT-TERM TRADING FEE NONE NONE NONE

EXCHANGE FEE NONE NONE NONE

RATED DOMESTIC PRO FORMA
PORTFOLIO PORTFOLIO COMBINED FUND
NET EXPENSES NET EXPENSES NET EXPENSES

MANAGEMENT FEE 0.20% 0.20% 0.20%

12B-1 FEE 0.25% 0.25% 0.25%
(DISTRIBUTION FEE)

OTHER EXPENSES 0.00% * 0.00% * 0.00% *
(AFTER
REIMBURSEMENT)

TOTAL OPERATING 0.45 % * 0.45% * 0.45% *
EXPENSES

*FMR has voluntarily agreed to reimburse Class III of each fund to the
extent that total operating expenses (excluding interest, taxes,
brokerage commissions, extraordinary expenses, and 12b-1 fees), as a
percentage of its respective average net assets, exceed 0.20%. If
these agreements were not in effect, the management fee, other
expenses and total operating expenses, as a percentage of average net
assets, would have been 0.20%, 0.23%, and 0.68%, respectively, for
Rated Portfolio; 0.20%, 0.06%, and 0.51%, respectively, for Domestic
Portfolio; and 0.20%, 0.06%, and 0.51%, respectively, for the combined
(pro forma) fund. In addition, Rated Portfolio's expense ratio of
0.23% included herein is estimated due to a change in its management
fee rate effective January 1, 1998.
If the Reorganization is approved, the combined fund will retain the
current expense structure described above, which requires paying a
management fee, other operating expenses, and, for Class II and Class
III, 12b-1 fees.
EXAMPLES OF EFFECT OF FUND EXPENSES (AFTER REIMBURSEMENT)
The following tables illustrate the expenses on a hypothetical $1,000
investment in each class of each fund under the current and pro forma
(combined fund) expenses (after voluntary reimbursement) calculated at
the net rates stated above, assuming a 5% annual return.
CLASS I
RATED PORTFOLIO DOMESTIC PORTFOLIO PRO FORMA COMBINED
FUND

1 YEAR $2 $2 $2

3 YEARS $6 $6 $6

5 YEARS $11 $11 $11

10 YEARS $26 $26 $26

CLASS II
RATED PORTFOLIO DOMESTIC PORTFOLIO PRO FORMA COMBINED
FUND

1 YEAR $4 $4 $4

3 YEARS $11 $11 $11

5 YEARS $20 $20 $20

10 YEARS $44 $44 $44

CLASS III
RATED PORTFOLIO DOMESTIC PORTFOLIO PRO FORMA COMBINED
FUND

1 YEAR $5 $5 $5

3 YEARS $14 $14 $14

5 YEARS $25 $25 $25

10 YEARS $57 $57 $57

These examples assume that all dividends and other distributions are
reinvested and that the percentage amounts listed under Annual Fund
Operating Expenses remain the same in the years shown. These examples
illustrate the effect of expenses (after voluntary reimbursement), but
are not meant to suggest actual or expected expenses, which may vary.
The assumed return of 5% is not a prediction of, and does not
represent, actual or expected performance of any fund or class.
FORMS OF ORGANIZATION
Rated Portfolio and Domestic Portfolio are diversified funds of
Fidelity Colchester Street Trust (formerly Fidelity Institutional Cash
Portfolios), an open-end management investment company organized as a
Delaware business trust on May 30, 1993. The trust is authorized to
issue an unlimited number of shares of beneficial interest. Because
the funds are series of the same Delaware business trust organized
under the same Trust Instrument, the rights of the security holders of
Rated Portfolio under state law and the governing documents are
expected to remain unchanged after the Reorganization. For more
information regarding shareholder rights, refer to the section of the
funds' Statement of Additional Information called "Description of the
Trust."
INVESTMENT OBJECTIVES AND POLICIES
Both Rated Portfolio and Domestic Portfolio seek a high level of
current income while maintaining a stable $1.00 share price by
investing in high-quality, short-term securities. As money market
mutual funds, both funds must comply with federal regulations
regarding the quality and maturity of their investments. Money market
funds may purchase only high-quality securities with a remaining
maturity of 397 days or less, and must maintain a dollar-weighted
average maturity of 90 days or less. However, both funds currently
maintain a dollar weighted average maturity of 60 days or less. As
of July 31, 1998, Rated Portfolio's and Domestic Portfolio's
dollar-weighted average maturity was 41 days and 53 days,
respectively.
To achieve their investment objective, the funds invest only in the
highest quality U.S. dollar-denominated money market eligible
securities, rated in the highest rating category by at least two
nationally recognized rating services, U.S. Government securities, and
repurchase agreements. In addition, each fund currently concentrates
its investments in the securities of issuers in the financial services
industry.
One of the primary differences between the funds' investment policies
is that, while both funds are limited to U.S. dollar-denominated
securities, Rated Portfolio may purchase securities of both domestic
and foreign issuers, and Domestic Portfolio is limited to purchasing
securities of domestic issuers. Therefore, Rated Portfolio's foreign
securities are not eligible investments for Domestic Portfolio.
In anticipation of the Reorganization, Rated Portfolio has changed
its current investment policy regarding foreign securities so that it
will no longer purchase any foreign securities that mature beyond the
Closing Date. In addition, if shareholders approve the
Reorganization, Rated Portfolio intends to dispose of any foreign
securities that mature beyond the Closing Date. FMR anticipates that
on the Closing Date, all of the foreign securities previously held by
Rated Portfolio will have matured or will have been disposed of by
Rated Portfolio. Rated Portfolio's other holdings are eligible
investments for Domestic Portfolio.
The proposed Reorganization may result in transaction costs
associated with portfolio adjustments to Rated Portfolio's holdings,
particularly its disposition of its foreign securities. Rated
Portfolio will bear any such costs incurred prior to the Closing Date.
Any transaction costs or other merger-related expenses which occur
after the Closing Date will be borne by Domestic Portfolio.
The investment objective of each fund is fundamental and may not be
changed without the approval of a vote of at least "a majority of the
outstanding voting securities" of the fund, as that term is defined in
the 1940 Act. There can be no assurance that either fund will achieve
its objective. With the exception of fundamental policies, investment
policies of the funds can be changed without shareholder approval.
COMPARISON OF OTHER POLICIES OF THE FUNDS
DIVERSIFICATION. Rated Portfolio and Domestic Portfolio are
diversified funds. As a matter of fundamental policy, with respect to
75% of each fund's total assets, the fund may not invest more than 5%
of its total assets in the securities of a single issuer, and the fund
may not hold more than 10% of the outstanding voting securities of a
single issuer. These limitations do not apply to U.S. Government
securities.
BORROWING. Each fund may borrow money from banks or from other funds
advised by FMR, or through reverse repurchase agreements. As a matter
of fundamental policy, each fund may borrow money for temporary or
emergency purposes, but not in an amount exceeding 33-1/3% of its
total assets.
LENDING. Each fund does not currently intend to lend assets, other
than securities, to other parties, except by lending money (up to 10%
of the fund's net assets) to other funds advised by FMR. As a matter
of fundamental policy, each fund may not lend more than 33-1/3% of its
total assets to other parties, but this limitation does not apply to
purchases of debt securities or to repurchase agreements.
CONCENTRATION. As a matter of fundamental policy, each fund may not
invest more than 25% of its total assets in any one industry, except
that each fund will invest more than 25% of its total assets in the
financial services industry. This limitation does not apply to U.S.
Government Securities. Financial services companies are subject to
various risks related to that industry, such as government regulation,
changes in interest rates, and exposure on loans, including loans to
foreign borrowers. If a fund invests substantially in this industry,
its performance may be affected by conditions affecting this industry.
OTHER INVESTMENT POLICIES. Each fund may purchase U.S. Government
securities and enter into repurchase agreements and reverse repurchase
agreements. As stated above, for more information about the risks and
restrictions associated with these policies, see the funds'
Prospectus, and for a more detailed discussion of the funds'
investments, see the funds' Statement of Additional Information, which
are incorporated herein by reference.
OPERATIONS OF DOMESTIC PORTFOLIO FOLLOWING THE REORGANIZATION
FMR does not expect Domestic Portfolio to revise its investment
policies as a result of the Reorganization. In addition, FMR does not
anticipate significant changes to the fund's management or to entities
that provide the fund with services. Specifically, the Trustees and
officers, the investment adviser, distributor, and other service
providers will continue to serve Domestic Portfolio in their current
capacities.
As stated above, if the Reorganization is approved, prior to the
Closing Date Rated Portfolio intends to sell any foreign securities in
its portfolio that mature beyond the Closing Date, scheduled for
January 21, 1999. Transaction costs associated with portfolio
adjustments that would occur between shareholder approval and the
Closing Date will be borne by Rated Portfolio. Transaction costs
associated with such adjustments that occur after the Closing Date
will be borne by Domestic Portfolio.
PURCHASES AND REDEMPTIONS
Rated Portfolio and Domestic Portfolio have identical purchase and
redemption policies.
The price to buy one share of Class I, Class II, and Class III of
each fund is the class's net asset value per share (NAV). Shares of
each class are sold without a sales charge. Shares are purchased at
the next NAV calculated after an order is received in proper form.
NAV is normally calculated each business day at 5:00 p.m. Eastern
time. Each fund is managed to maintain a stable $1.00 share price.
The minimum initial investment amount is $1 million. Investments in
Rated Portfolio and Domestic Portfolio must be made using the Federal
Reserve Wire System. Checks and Automated Clearing House payments
will not be accepted as a means of investment. The transfer agent
must receive all wires in proper form before the close of the Federal
Reserve Wire System on the day of purchase. Refer to each fund's
Prospectus for more information regarding how to buy shares.
The price to sell one share of each class of each fund is the
applicable class's NAV. Shares are sold at the next NAV calculated
after an order is received in proper form. NAV is normally calculated
each business day at 5:00 p.m. Eastern time.
On October 19, 1998, Rated Portfolio closed to new accounts pending
the shareholder vote on the Reorganization. Rated Portfolio
shareholders on or prior to that date can continue to purchase shares
of the fund and may redeem shares through the Closing Date. If the
Reorganization is approved, the purchase and redemption policies of
the combined fund will be identical to the current policies of the
funds.
EXCHANGES
The exchange privilege currently offered by each fund is the same and
is not expected to change after the Reorganization. Shareholders of
each fund currently may exchange their shares for shares of the
corresponding class of, as applicable, Treasury Only Portfolio,
Government Portfolio, Domestic Portfolio, Rated Portfolio, Money
Market Portfolio, or Tax-Exempt Portfolio. None of these funds
currently imposes an exchange fee and there is no limit on exchanges
out of any of these funds.
DIVIDENDS AND OTHER DISTRIBUTIONS
Each fund distributes substantially all of its net investment income
and capital gains, if any, to shareholders each year. Each fund
declares income dividends daily and pays them monthly. On or before
the Closing Date, Rated Portfolio may declare additional dividends or
other distributions in order to distribute substantially all of its
investment company taxable income and net realized capital gain, if
any.
FEDERAL INCOME TAX CONSEQUENCES OF THE REORGANIZATION
Each fund has received an opinion of its counsel, Kirkpatrick &
Lockhart LLP, that the Reorganization will constitute a tax-free
reorganization within the meaning of section 368(a)(1)(C) of the
Internal Revenue Code of 1986, as amended (the Code). Accordingly, no
gain or loss will be recognized to the funds or their shareholders as
a result of the Reorganization. Please see the section entitled
"Federal Income Tax Considerations" for more information.
As of March 31, 1998, Rated Portfolio and Domestic Portfolio have
capital loss carryforwards for federal income tax purposes aggregating
approximately $29,000 and $126,000, respectively. Under current
federal income tax law, Domestic Portfolio may be limited to using
only a portion of the capital loss carryforwards transferred by Rated
Portfolio at the time of the Reorganization ("capital loss
carryforwards"). There is no assurance that Domestic Portfolio will be
able to realize sufficient capital gains to use the capital loss
carryforwards before they expire. The capital loss carryforward
attributable to Rated Portfolio will expire between March 31, 2003 and
March 31, 2005. The capital loss carryforward attributable to
Domestic Portfolio will expire between March 31, 2001 and March 31,
2006.
COMPARISON OF PRINCIPAL RISK FACTORS
Rated Portfolio and Domestic Portfolio both invest in high-quality,
short-term securities, as required by federal regulations applicable
to all money market funds. Money market securities include
high-quality, short-term instruments issued by the U.S. government,
corporations, financial institutions, and other entities. Both funds
may also invest significantly in the financial services industry, so
their performance may be affected by conditions affecting that
industry. In addition, money market funds are sensitive to changes in
interest rates and in the credit quality of issuers. Their yields
change daily based on interest rates and other market conditions.
Although they are managed to maintain a stable $1.00 share price,
there is no assurance that they will be able to do so.
An investment in Domestic Portfolio involves slightly different risks
from an investment in Rated Portfolio. In particular, Domestic
Portfolio invests in U.S. dollar-denominated securities of domestic
issuers only, while Rated Portfolio may purchase U.S.
dollar-denominated securities of domestic and foreign issuers.
However, because regulatory requirements regarding a money market
fund's quality and maturity apply to both foreign and domestic
investments, and because both funds are managed to maintain a $1.00
share price, an investment in Domestic Portfolio and an investment in
Rated Portfolio involve substantially similar levels of risk.
THE PROPOSED TRANSACTION
TO APPROVE AN AGREEMENT AND PLAN OF REORGANIZATION BETWEEN RATED
PORTFOLIO AND DOMESTIC PORTFOLIO.
THE REORGANIZATION
The terms and conditions under which the proposed transaction may be
consummated are set forth in the Agreement. Significant provisions of
the Agreement are summarized below; however, this summary is qualified
in its entirety by reference to the Agreement, a copy of which is
attached as Exhibit 1 to this Proxy Statement.
The Agreement contemplates (a) Domestic Portfolio acquiring as of the
Closing Date all of the assets of Rated Portfolio in exchange solely
for Class I, Class II, and Class III shares of Domestic Portfolio and
the assumption by Domestic Portfolio of Rated Portfolio's liabilities;
and (b) the distribution of Class I, Class II, and Class III shares of
Domestic Portfolio to the shareholders of the corresponding class of
Rated Portfolio as provided for in the Agreement.
The assets of Rated Portfolio to be acquired by Domestic Portfolio
include all cash, cash equivalents, securities, receivables (including
interest or dividends receivables), claims, choses in action, and
other property owned by Rated Portfolio, and any deferred or prepaid
expenses shown as an asset on the books of Rated Portfolio on the
Closing Date. Domestic Portfolio will assume from Rated Portfolio all
liabilities, debts, obligations, and duties of Rated Portfolio of
whatever kind or nature, whether absolute, accrued, contingent, or
otherwise, whether or not arising in the ordinary course of business,
whether or not determinable on the Closing Date, and whether or not
specifically referred to in the Agreement; provided, however, that
Rated Portfolio will use its best efforts, to the extent practicable,
to discharge all of its known liabilities prior to the Closing Date,
other than liabilities incurred in the ordinary course of business.
Domestic Portfolio also will deliver to Rated Portfolio the number of
full and fractional shares of Domestic Portfolio equal in number and
class to the shares of Rated Portfolio exchanged therefor. Rated
Portfolio shall then distribute to its Class I, Class II and Class III
shareholders the Class I, Class II, or Class III shares of Domestic
Portfolio, respectively, equal to the number of full and fractional
shares of Rated Portfolio held by such shareholders on the Closing
Date.
The value of Rated Portfolio's assets to be acquired by Domestic
Portfolio and the amount of its liabilities to be assumed by Domestic
Portfolio will be determined as of the close of business of the NYSE
on the Closing Date, using the valuation procedures set forth in Rated
Portfolio's then-current Prospectus and Statement of Additional
Information. The net asset value of a share of Domestic Portfolio will
be determined as of the same time using the valuation procedures set
forth in its then-current Prospectus and Statement of Additional
Information.
As of the Closing Date, Rated Portfolio will distribute to its
shareholders of record the shares of Domestic Portfolio it received,
so that each Rated Portfolio shareholder will receive the number of
full and fractional shares of the corresponding class of Domestic
Portfolio equal to the number of full and fractional shares of Rated
Portfolio held by such shareholder on the Closing Date; Rated
Portfolio will be liquidated as soon as practicable thereafter. Such
distribution will be accomplished by opening accounts on the books of
Domestic Portfolio in the names of the Rated Portfolio shareholders
and by transferring thereto shares of Domestic Portfolio. Each Rated
Portfolio shareholder's account shall be credited with the number of
full and fractional shares (rounded to the third decimal place) of
Domestic Portfolio due that shareholder. Domestic Portfolio shall not
issue certificates representing its shares in connection with such
exchange.
Accordingly, immediately after the Reorganization, each former Rated
Portfolio shareholder will own shares of the corresponding class of
Domestic Portfolio equal to the number of that shareholder's shares of
Rated Portfolio immediately prior to the Reorganization. The share
price of Domestic Portfolio will be unchanged by the transaction.
Thus, the Reorganization will not result in a dilution of any
shareholder interest.
Any transfer taxes payable upon issuance of shares of Domestic
Portfolio in a name other than that of the registered holder of the
shares on the books of Rated Portfolio as of that time shall be paid
by the person to whom such shares are to be issued as a condition of
such transfer. Any reporting responsibility of Rated Portfolio is and
will continue to be its responsibility up to and including the Closing
Date and such later date on which Rated Portfolio is liquidated.
Rated Portfolio will bear the cost of the Reorganization (subject to
each class's 0.20% expense cap, excluding interest, taxes, brokerage
commissions, extraordinary expenses, and 12b-1 fees), including
professional fees, expenses associated with the filing of registration
statements, and the cost of soliciting proxies for the Meeting, which
will consist principally of printing and mailing prospectuses and
proxy statements, together with the cost of any supplementary
solicitation. However, there may be some transaction costs associated
with portfolio adjustments to Rated Portfolio and Domestic Portfolio
due to the Reorganization prior to the Closing Date which will be
borne by Rated Portfolio and Domestic Portfolio, respectively. Any
transaction costs associated with portfolio adjustments to Rated
Portfolio and Domestic Portfolio due to the Reorganization which occur
after the Closing Date and any additional merger-related costs
attributable to Domestic Portfolio which occur after the Closing Date
will be borne by Domestic Portfolio. The funds may recognize a taxable
gain or loss on the disposition of securities pursuant to these
portfolio adjustments. See the section below entitled "Reasons for the
Reorganization."
The consummation of the Reorganization is subject to a number of
conditions set forth in the Agreement, some of which may be waived by
a fund. In addition, the Agreement may be amended in any mutually
agreeable manner, except that no amendment that may have a materially
adverse effect on the shareholders' interests may be made subsequent
to the Meeting.
REASONS FOR THE REORGANIZATION
The Board of Trustees (the Board) of the funds has determined that
the Reorganization is in the best interests of the shareholders of
both funds and that the Reorganization will not result in a dilution
of the interests of shareholders of either fund.
In considering the Reorganization, the Boards considered a number of
factors, including the following:
(1) the compatibility of the funds' investment objectives and
policies;
(2) the historical performance of the funds;
(3) the relative expense ratios of the funds;
(4) the costs to be incurred by each fund as a result of the
Reorganization;
(5) the potential tax consequences of the Reorganization;
(6) the relative size of the funds;
(7) the elimination of similar funds;
(8) the impact of changes to the institutional money market product
line on the funds and their shareholders; and
(9) the benefit to FMR and to the shareholders of the funds.
FMR recommended the Reorganization to the Board at a meeting held on
July 16, 1998. In recommending the Reorganization, FMR advised the
Board that the funds generally have compatible investment objectives
and policies and similar investment strategies, except that Rated
Portfolio purchases securities of foreign issuers. FMR also informed
the Board that if the Board approved presenting the Reorganization to
shareholders, Rated Portfolio would not purchase any foreign
securities that mature beyond the Closing Date. In addition, FMR
advised the Board that if shareholders approve the Reorganization,
Rated Portfolio will dispose of its foreign securities that mature
beyond the Closing Date.
The Board considered that shareholders of Rated Portfolio will
receive the number of Class I, Class II, or Class III shares of
Domestic Portfolio equal to the number of their shares of the
corresponding class of Rated Portfolio. In addition, the Board
considered that the funds expected to receive an opinion of counsel
that the Reorganization would not result in any gain or loss for
federal income tax purposes to Rated Portfolio, Domestic Portfolio, or
to the shareholders of either fund, and that the Reorganization would
not result in the dilution of any shareholder's interest in either
fund.
Finally, the Board considered the Reorganization in the context of a
general goal of reducing the number of similar funds managed by FMR.
While the reduction of the number of funds and funds with lower assets
potentially would benefit FMR, it also should benefit shareholders by
increasing operational efficiencies.
DESCRIPTION OF THE SECURITIES TO BE ISSUED
Fidelity Colchester Street Trust (the trust) is registered with the
Securities and Exchange Commission as an open-end management
investment company. The trust's Trustees are authorized to issue an
unlimited number of shares of beneficial interest of separate series.
Domestic Portfolio is one of seven funds of the trust. Each share of
each class of Domestic Portfolio represents an equal proportionate
interest with each other share of each class of the fund, and each
such share of each class of Domestic Portfolio is entitled to equal
voting, dividend, liquidation, and redemption rights. Each shareholder
of the fund is entitled to one vote for each dollar value of net asset
value of the class of the fund that shareholder owns. Shares of
Domestic Portfolio 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 of each class of the fund.
Shares will be fully paid and nonassessable, except as set forth in
the fund's Statement of Additional Information under the heading
"Shareholder and Trustee Liability."
The trust does not hold annual meetings of shareholders. There will
normally be no meetings of shareholders for the purpose of electing
Trustees unless less than a majority of the Trustees holding office
have been elected by shareholders, at which time the Trustees then in
office will call a shareholder meeting for the election of Trustees.
Under the 1940 Act, shareholders of record of at least two-thirds of
the outstanding shares of an investment company may remove a Trustee
by votes cast in person or by proxy at a meeting called for that
purpose. The Trustees are required to call a meeting of shareholders
for the purpose of voting upon the question of removal of any Trustee
when requested in writing to do so by the shareholders of record
holding at least 10% of the trust's outstanding shares.
FEDERAL INCOME TAX CONSIDERATIONS
The exchange of Rated Portfolio's assets for Domestic Portfolio's
shares and the assumption of the liabilities of Rated Portfolio by
Domestic Portfolio is intended to qualify for federal income tax
purposes as a tax-free reorganization under the Code. With respect to
the Reorganization, the participating funds have received an opinion
from Kirkpatrick & Lockhart LLP, counsel to Rated Portfolio and
Domestic Portfolio, substantially to the effect that:
(i) The acquisition by Domestic Portfolio of all of the assets of
Rated Portfolio solely in exchange for Domestic Portfolio shares and
the assumption by Domestic Portfolio of Rated Portfolio's liabilities,
followed by the distribution by Rated Portfolio of Domestic Portfolio
shares to the shareholders of the corresponding class of Rated
Portfolio pursuant to the liquidation of Rated Portfolio and
constructively in exchange for their Rated Portfolio shares, will
constitute a reorganization within the meaning of section 368(a)(1)(C)
of the Code, and Rated Portfolio and Domestic Portfolio will each be
"a party to a reorganization" within the meaning of section 368(b) of
the Code;
(ii) No gain or loss will be recognized by Rated Portfolio upon the
transfer of all of its assets to Domestic Portfolio in exchange solely
for Domestic Portfolio shares and Domestic Portfolio's assumption of
Rated Portfolio's liabilities, followed by Rated Portfolio's
subsequent distribution of those shares to shareholders in liquidation
of Rated Portfolio;
(iii) No gain or loss will be recognized by Domestic Portfolio upon
the receipt of the assets of Rated Portfolio in exchange solely for
Domestic Portfolio shares and its assumption of Rated Portfolio's
liabilities;
(iv) The shareholders of Rated Portfolio will recognize no gain or
loss upon the exchange of their Rated Portfolio shares solely for
Domestic Portfolio shares of the corresponding class;
(v) The basis of Rated Portfolio's assets in the hands of Domestic
Portfolio will be the same as the basis of those assets in the hands
of Rated Portfolio immediately prior to the Reorganization, and the
holding period of those assets in the hands of Domestic Portfolio will
include the holding period of those assets in the hands of Rated
Portfolio;
(vi) The basis of Rated Portfolio shareholders in Domestic Portfolio
shares will be the same as their basis in Rated Portfolio shares to be
surrendered in exchange therefor; and
(vii) The holding period of the Domestic Portfolio shares to be
received by the Rated Portfolio shareholders will include the period
during which the Rated Portfolio shares to be surrendered in exchange
therefor were held, provided such Rated Portfolio shares were held as
capital assets by those shareholders on the date of the
Reorganization.
Shareholders of Rated Portfolio should consult their tax advisers
regarding the effect, if any, of the proposed Reorganization in light
of their individual circumstances. Because the foregoing discussion
only relates to the federal income tax consequences of the
Reorganization, those shareholders also should consult their tax
advisers as to state and local tax consequences, if any, of the
Reorganization.
CAPITALIZATION
The following table shows the capitalization of the funds as of March
31, 1998 and on a pro forma combined basis (unaudited) as of that date
giving effect to the Reorganization.

NET ASSETS NAV PER SHARE SHARES OUTSTANDING

RATED PORTFOLIO

CLASS I $ 303,826,094 $1.00 303,901,525

CLASS II $ 23,321,405 $1.00 23,327,195

CLASS III $ 75,380,169 $1.00 75,398,884

DOMESTIC PORTFOLIO

CLASS I $ 1,170,833,137 $1.00 1,170,937,082

CLASS II $ 34,455,169 $1.00 34,458,227

CLASS III $ 73,297,651 $1.00 73,304,158

PRO FORMA COMBINED FUND

CLASS I $ 1,474,659,231 $1.00 1,474,838,607

CLASS II $ 57,776,574 $1.00 57,785,422

CLASS III $ 148,677,820 $1.00 148,703,042

CONCLUSION
The Agreement and Plan of Reorganization and the transactions
provided for therein were approved by the Board at a meeting held on
July 16, 1998. The Board of Trustees of Fidelity Colchester Street
Trust determined that the proposed Reorganization is in the best
interests of the shareholders of each fund and that the interests of
existing shareholders of Rated Portfolio and Domestic Portfolio would
not be diluted as a result of the Reorganization. In the event that
the Reorganization is not consummated, Rated Portfolio will continue
to engage in business as a fund of a registered investment company and
the Board of Fidelity Colchester Street Trust may consider other
proposals for the reorganization or liquidation of the fund.
ADDITIONAL INFORMATION ABOUT DOMESTIC PORTFOLIO
Domestic Portfolio's Prospectus dated May 29, 1998 and supplemented
on August 1, 1998, for Class I, Class II, or Class III shares, as
applicable, is enclosed with this Proxy Statement and is incorporated
herein by reference. The Prospectus contains additional information
about the fund including its investment objective and policies,
investment adviser, advisory fees and expenses, organization, and
procedures for purchasing and redeeming shares. The Prospectus also
contains the financial highlights for the applicable class of Domestic
Portfolio for the fiscal year ended March 31, 1998. The financial
highlights for each class of Domestic Portfolio are shown below:
DOMESTIC PORTFOLIO - CLASS I

SELECTED PER-SHARE DATA AND RATIOS

YEARS ENDED MARCH 31 1998 1997 1996 1995 1994 1993 1992 1991 1990D

NET ASSET VALUE, BEGINNING OF $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
PERIOD

INCOME FROM INVESTMENT
OPERATIONS

NET INTEREST .055 .053 .057 .049 .031 .034 .054 .078 .035
INCOME

LESS DISTRIBUTIONS

FROM NET INTEREST (.055) (.053) (.057) (.049) (.031) (.034) (.054) (.078) (.035)
INCOME

NET ASSET VALUE, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
END OF PERIOD

TOTAL RETURNB 5.64% 5.40% 5.85% 4.97% 3.14% 3.50% 5.50% 8.11% 3.52%

NET ASSETS, END OF PERIOD $ 1,171 $ 920 $ 1,118 $ 772 $ 657 $ 804 $ 559 $ 355 $ 331
(IN MILLIONS)

RATIO OF EXPENSES TO .20%C .20%C .20%C .18%C .18%C .18%C .18%C .18%C .06%A,C
AVERAGE NET ASSETS

RATIO OF NET INTEREST INCOME 5.50% 5.26% 5.66% 4.94% 3.09% 3.43% 5.24% 7.79% 8.44%A
TO AVERAGE NET ASSETS

SELECTED PER-SHARE DATA AND RATIOS

YEARS ENDED MARCH 31 1998 1997 1996A

NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .054 .051 .021

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.054) (.051) (.021)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000

TOTAL RETURNB 5.49% 5.24% 2.15%

NET ASSETS, END OF PERIOD (000 OMITTED) $ 34,455 $ 4,235 $ 2,105

RATIO OF EXPENSES TO AVERAGE NET ASSETS .35%C .35%C .35%C,D

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.36% 5.10% 5.20%D

SELECTED PER-SHARE DATA AND RATIOS

YEARS ENDED MARCH 31 1998 1997 1996 1995A

NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .053 .050 .054 .035

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.053) (.050) (.054) (.035)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURNB 5.38% 5.13% 5.56% 3.51%

NET ASSETS, END OF PERIOD (000 OMITTED) $ 73,298 $ 121,709 $ 47,396 $ 26,545

RATIO OF EXPENSES TO AVERAGE NET ASSETS .45%C .45%C .47%C .50%C,D

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.26% 5.02% 5.40% 5.14%D

A JULY 19, 1994 (COMMENCEMENT OF SALE OF CLASS III SHARES) TO MARCH
31, 1995
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D ANNUALIZED
MISCELLANEOUS
LEGAL MATTERS. Certain legal matters in connection with the issuance
of Domestic Portfolio shares have been passed upon by Kirkpatrick &
Lockhart LLP, counsel to the trust.
EXPERTS. The audited financial statements for Class I, Class II, and
Class III of Rated Portfolio and Domestic Portfolio, incorporated by
reference into the Statement of Additional Information, have been
examined by PricewaterhouseCoopers LLP, independent accountants, whose
reports thereon are included in the Annual Reports to Shareholders for
the fiscal year ended March 31, 1998. The financial statements audited
by PricewaterhouseCoopers LLP have been incorporated by reference in
reliance on their reports given on their authority as experts in
auditing and accounting.
AVAILABLE INFORMATION. Fidelity Colchester Street Trust is subject to
the informational requirements of the Securities Exchange Act of 1934
and the 1940 Act, and in accordance therewith, file reports, proxy
material, and other information with the Securities and Exchange
Commission. Such reports, proxy material, and other information can be
inspected and copied at the Public Reference Room maintained by the
Securities and Exchange Commission at 450 Fifth Street, N.W.,
Washington D.C. 20549 and 7 World Trade Center, New York, NY 10048.
Copies of such material can also be obtained from the Public Reference
Branch, Office of Consumer Affairs and Information Services,
Securities and Exchange Commission, 450 Fifth Street, N.W., Washington
D.C. 20549, at prescribed rates.
NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR
NOMINEES. Please advise Fidelity Colchester Street Trust in care of
Fidelity Investments Institutional Operations Company, 82 Devonshire
St., Boston, MA 02109, whether other persons are beneficial owners of
shares for which proxies are being solicited and, if so, the number of
copies of the Proxy Statement you wish to receive in order to supply
copies to the beneficial owners of the respective shares.

EXHIBIT 1
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the Agreement) is made as
of October 19, 1998, by and between Rated Portfolio Money Market
Portfolio (Rated Portfolio) and Domestic Portfolio (Domestic
Portfolio), funds of Colchester Street Trust (the trust). The trust is
a duly organized business trust under the laws of the State of
Delaware with its principal place of business at 82 Devonshire Street,
Boston, Massachusetts 02109. Domestic Portfolio and Rated Portfolio
may be referred to herein collectively as the "Funds" or each
individually as the "Fund."
This Agreement is intended to be, and is adopted as, a plan of
reorganization within the meaning of section 368(a)(1)(C) of the
Internal Revenue Code of 1986, as amended (the Code). The
reorganization will comprise: (a) the transfer of all of the assets of
Rated Portfolio to Domestic Portfolio solely in exchange for shares of
beneficial interest of Class I, Class II, and Class III in Domestic
Portfolio (the Domestic Portfolio Shares) and the assumption by
Domestic Portfolio of Rated Portfolio's liabilities; and (b) the
constructive distribution of such shares by Rated Portfolio to its
shareholders of the corresponding class in complete liquidation and
termination of Rated Portfolio in exchange for all of Rated
Portfolio's outstanding shares. Rated Portfolio shall receive shares
of Class I, II, and III of Domestic Portfolio on the Closing Date (as
defined in Section 6), which shares Rated Portfolio shall then
distribute to its shareholders of the corresponding class.
Shareholders of Class I, II, and III of Rated Portfolio will receive
shares of the corresponding class of Domestic Portfolio equal in
number to the shares of Rated Portfolio they are surrendering. The
foregoing transactions are referred to herein as the "Reorganization."
In consideration of the mutual promises and subject to the terms and
conditions herein, the parties covenant and agree as follows:
1. REPRESENTATIONS AND WARRANTIES OF RATED PORTFOLIO. Rated
Portfolio represents and warrants to and agrees with Domestic
Portfolio that:
(a) Rated Portfolio is a series of Colchester Street Trust, a
business trust duly organized, validly existing, and in good standing
under the laws of the State of Delaware, and has the power to own all
of its properties and assets and to carry out its obligations under
this Agreement. It has all necessary federal, state, and local
authorizations to carry on its business as now being conducted and to
carry out this Agreement;
(b) Colchester Street Trust is an open-end, management investment
company duly registered under the Investment Company Act of 1940, as
amended (the 1940 Act), and such registration is in full force and
effect;
(c) The Prospectuses and Statement of Additional Information of Rated
Portfolio dated May 29, 1998, previously furnished to Domestic
Portfolio, did not and do not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of Rated Portfolio, threatened against
Rated Portfolio which assert liability on the part of Rated Portfolio.
Rated Portfolio knows of no facts which might form the basis for the
institution of such proceedings;
(e) Rated Portfolio is not in, and the execution, delivery, and
performance of this Agreement will not result in, violation of any
provision of its Trust Instrument or By-laws, or, to the knowledge of
Rated Portfolio, of any agreement, indenture, instrument, contract,
lease, or other undertaking to which Rated Portfolio is a party or by
which Rated Portfolio is bound or result in the acceleration of any
obligation or the imposition of any penalty under any agreement,
judgment or decree to which Rated Portfolio is a party or is bound;
(f) The Statement of Assets and Liabilities, the Statement of
Operations, the Statement of Changes in Net Assets, Financial
Highlights, and the Schedule of Investments (including market values)
of Rated Portfolio at March 31, 1998, have been audited by
PricewaterhouseCoopers LLP, independent accountants, and have been
furnished to Domestic Portfolio. Said Statement of Assets and
Liabilities and Schedule of Investments fairly present the Fund's
financial position as of such date and said Statement of Operations,
Statement of Changes in Net Assets, and Financial Highlights fairly
reflect its results of operations, changes in financial position, and
financial highlights for the periods covered thereby in conformity
with generally accepted accounting principles consistently applied;
(g) Rated Portfolio has no known liabilities of a material nature,
contingent or otherwise, other than those shown as belonging to it on
its Statement of Assets and Liabilities as of March 31, 1998, and
those incurred in the ordinary course of Rated Portfolio's business as
an investment company since March 31, 1998;
(h) The registration statement (Registration Statement) filed with
the Securities and Exchange Commission (Commission) by Domestic
Portfolio on Form N-14 relating to the shares of Domestic Portfolio
issuable hereunder and the proxy statement of Rated Portfolio included
therein (Proxy Statement), on the effective date of the Registration
Statement and insofar as they relate to Rated Portfolio (i) comply in
all material respects with the provisions of the Securities Act of
1933, as amended (the 1933 Act), the Securities Exchange Act of 1934,
as amended (the 1934 Act), and the 1940 Act, and the rules and
regulations thereunder, and (ii) do not contain any untrue statement
of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading; and at the time of the shareholders' meeting referred to
in Section 7 and on the Closing Date, the prospectus contained in the
Registration Statement of which the Proxy Statement is a part (the
Prospectus), as amended or supplemented, insofar as it relates to
Rated Portfolio, does not contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading;
(i) All material contracts and commitments of Rated Portfolio (other
than this Agreement) will be terminated without liability to Rated
Portfolio prior to the Closing Date (other than those made in
connection with redemptions of shares and the purchase and sale of
portfolio securities made in the ordinary course of business);
(j) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by Rated
Portfolio of the transactions contemplated by this Agreement, except
such as have been obtained under the 1933 Act, the 1934 Act, the 1940
Act, and state securities or blue sky laws (which term as used herein
shall include the District of Columbia and Puerto Rico);
(k) Rated Portfolio has filed or will file all federal and state tax
returns which, to the knowledge of Rated Portfolio's officers, are
required to be filed by Rated Portfolio and has paid or will pay all
federal and state taxes shown to be due on said returns or provision
shall have been made for the payment thereof, and, to the best of
Rated Portfolio's knowledge, no such return is currently under audit
and no assessment has been asserted with respect to such returns;
(l) Rated Portfolio has met the requirements of Subchapter M of the
Code for qualification and treatment as a regulated investment company
for all prior taxable years and intends to meet such requirements for
its current taxable year ending on the Closing Date;
(m) All of the issued and outstanding shares of Rated Portfolio are,
and at the Closing Date will be, duly and validly issued and
outstanding and fully paid and nonassessable as a matter of Delaware
law (except as disclosed in the Fund's Statement of Additional
Information), and have been offered for sale and in conformity with
all applicable federal securities laws. All of the issued and
outstanding shares of Rated Portfolio will, at the Closing Date, be
held by the persons and in the amounts set forth in the list of
shareholders submitted to Domestic Portfolio in accordance with this
Agreement;
(n) As of both the Valuation Time (as defined in Section 4) and the
Closing Date, Rated Portfolio will have the full right, power, and
authority to sell, assign, transfer, and deliver its portfolio
securities and any other assets of Rated Portfolio to be transferred
to Domestic Portfolio pursuant to this Agreement. As of the Closing
Date, subject only to the delivery of Rated Portfolio's portfolio
securities and any such other assets as contemplated by this
Agreement, Domestic Portfolio will acquire Rated Portfolio's portfolio
securities and any such other assets subject to no encumbrances,
liens, or security interests (except for those that may arise in the
ordinary course and are disclosed to Domestic Portfolio) and without
any restrictions upon the transfer thereof; and
(o) The execution, performance, and delivery of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
corporate action on the part of Rated Portfolio, and this Agreement
constitutes a valid and binding obligation of Rated Portfolio
enforceable in accordance with its terms, subject to shareholder
approval.
2. REPRESENTATIONS AND WARRANTIES OF DOMESTIC PORTFOLIO. Domestic
Portfolio represents and warrants to and agrees with Rated Portfolio
that:
(a) Domestic Portfolio is a series of Colchester Street Trust, a
business trust duly organized, validly existing, and in good standing
under the laws of the State of Delaware, and has the power to own all
of its properties and assets and to carry out its obligations under
this Agreement. It has all necessary federal, state, and local
authorizations to carry on its business as now being conducted and to
carry out this Agreement;
(b) Colchester Street Trust is an open-end, management investment
company duly registered under the 1940 Act, and such registration is
in full force and effect;
(c) The Prospectuses and Statement of Additional Information of
Domestic Portfolio, dated May 29, 1998, previously furnished to Rated
Portfolio did not and do not contain any untrue statement of a
material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
(d) There are no material legal, administrative, or other proceedings
pending or, to the knowledge of Domestic Portfolio, threatened against
Domestic Portfolio which assert liability on the part of Domestic
Portfolio. Domestic Portfolio knows of no facts which might form the
basis for the institution of such proceedings;
(e) Domestic Portfolio is not in, and the execution, delivery, and
performance of this Agreement will not result in, violation of any
provision of its Trust Instrument or By-laws, or, to the knowledge of
Domestic Portfolio, of any agreement, indenture, instrument, contract,
lease, or other undertaking to which Domestic Portfolio is a party or
by which Domestic Portfolio is bound or result in the acceleration of
any obligation or the imposition of any penalty under any agreement,
judgment, or decree to which Domestic Portfolio is a party or is
bound;
(f) The Statement of Assets and Liabilities, the Statement of
Operations, the Statement of Changes in Net Assets, Financial
Highlights, and the Schedule of Investments (including market values)
of Domestic Portfolio at March 31, 1998, have been audited by
PricewaterhouseCoopers LLP, independent accountants, and have been
furnished to Rated Portfolio. Said Statement of Assets and Liabilities
and Schedule of Investments fairly present its financial position as
of such date and said Statement of Operations, Statement of Changes in
Net Assets, and Financial Highlights fairly reflect its results of
operations, changes in financial position, and financial highlights
for the periods covered thereby in conformity with generally accepted
accounting principles consistently applied;
(g) Domestic Portfolio has no known liabilities of a material nature,
contingent or otherwise, other than those shown as belonging to it on
its Statement of Assets and Liabilities as of March 31, 1998, and
those incurred in the ordinary course of Domestic Portfolio's business
as an investment company since March 31, 1998;
(h) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by Domestic
Portfolio of the transactions contemplated by this Agreement, except
such as have been obtained under the 1933 Act, the 1934 Act, the 1940
Act, and state securities or blue sky laws (which term as used herein
shall include the District of Columbia and Puerto Rico);
(i) Domestic Portfolio has filed or will file all federal and state
tax returns which, to the knowledge of Domestic Portfolio's officers,
are required to be filed by Domestic Portfolio and has paid or will
pay all federal and state taxes shown to be due on said returns or
provision shall have been made for the payment thereof, and, to the
best of Domestic Portfolio's knowledge, no such return is currently
under audit and no assessment has been asserted with respect to such
returns;
(j) Domestic Portfolio has met the requirements of Subchapter M of
the Code for qualification and treatment as a regulated investment
company for all prior taxable years and intends to meet such
requirements for its current taxable year ending on March 31, 1999;
(k) As of the Closing Date, the shares of beneficial interest of
Domestic Portfolio to be issued to Rated Portfolio will have been duly
authorized and, when issued and delivered pursuant to this Agreement,
will be legally and validly issued and will be fully paid and
nonassessable (except as disclosed in the Fund's Statement of
Additional Information) by Domestic Portfolio, and no shareholder of
Domestic Portfolio will have any preemptive right of subscription or
purchase in respect thereof;
(l) The execution, performance, and delivery of this Agreement will
have been duly authorized prior to the Closing Date by all necessary
corporate action on the part of Domestic Portfolio, and this Agreement
constitutes a valid and binding obligation of Domestic Portfolio
enforceable in accordance with its terms, subject to approval by the
shareholders of Rated Portfolio;
(m) The Registration Statement and the Proxy Statement, on the
effective date of the Registration Statement and insofar as they
relate to Domestic Portfolio, (i) will comply in all material respects
with the provisions of the 1933 Act, the 1934 Act, and the 1940 Act,
and the rules and regulations thereunder, and (ii) will not contain
any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading; and at the time of the shareholders' meeting
referred to in Section 7 and on the Closing Date, the Prospectus, as
amended or supplemented, insofar as it relates to Domestic Portfolio,
will not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading;
(n) The issuance of the Domestic Portfolio Shares pursuant to this
Agreement will be in compliance with all applicable federal securities
laws; and
(o) All of the issued and outstanding shares of beneficial interest
of Domestic Portfolio have been offered for sale and sold in
conformity with the federal securities laws.
3. REORGANIZATION.
(a) Subject to the requisite approval of the shareholders of Rated
Portfolio and to the other terms and conditions contained herein,
Rated Portfolio agrees to assign, sell, convey, transfer, and deliver
to Domestic Portfolio as of the Closing Date all of the assets of
Rated Portfolio of every kind and nature existing on the Closing Date.
Domestic Portfolio agrees in exchange therefor: (i) to assume all of
Domestic Portfolio's liabilities existing on or after the Closing
Date, whether or not determinable on the Closing Date, and (ii) to
issue and deliver to Rated Portfolio the number of full and fractional
Class I, Class II, and Class III shares of Domestic Portfolio equal to
the number of shares of the corresponding class of Rated Portfolio
transferred hereunder, determined as provided for under Section 4.
(b) The assets of Rated Portfolio to be acquired by Domestic
Portfolio shall include, without limitation, all cash, cash
equivalents, securities, receivables (including interest or dividends
receivables), claims, choses in action, and other property owned by
Rated Portfolio, and any deferred or prepaid expenses shown as an
asset on the books of Rated Portfolio on the Closing Date. Rated
Portfolio will pay or cause to be paid to Domestic Portfolio any
dividend or interest payments received by it on or after the Closing
Date with respect to the assets transferred to Domestic Portfolio
hereunder, and Domestic Portfolio will retain any dividend or interest
payments received by it after the Valuation Time with respect to the
assets transferred hereunder without regard to the payment date
thereof.
(c) The liabilities of Rated Portfolio to be assumed by Domestic
Portfolio shall include (except as otherwise provided for herein) all
of Rated Portfolio's liabilities, debts, obligations, and duties, of
whatever kind or nature, whether absolute, accrued, contingent, or
otherwise, whether or not arising in the ordinary course of business,
whether or not determinable on the Closing Date, and whether or not
specifically referred to in this Agreement. Notwithstanding the
foregoing, Rated Portfolio agrees to use its best efforts to discharge
all of its known liabilities prior to the Closing Date, other than
liabilities incurred in the ordinary course of business.
(d) Pursuant to this Agreement, as soon after the Closing Date as is
conveniently practicable, Rated Portfolio will constructively
distribute to its shareholders of record, determined as of the
Valuation Time on the Closing Date, the Class I, Class II, and Class
III Domestic Portfolio Shares in exchange for such shareholders'
shares of beneficial interest in the corresponding class of Rated
Portfolio and Rated Portfolio will be liquidated in accordance with
its Trust Instrument. Shareholders of Class I, Class II, and Class III
of Rated Portfolio will receive the number of shares of the
corresponding class of Domestic Portfolio equal to the number of full
and fractional Rated Portfolio shares held by such shareholders
immediately prior to the Closing. Such distribution shall be
accomplished by the Funds' transfer agent opening accounts on Domestic
Portfolio's share transfer books in the names of the Rated Portfolio
shareholders and transferring the Domestic Portfolio Shares thereto.
Each Rated Portfolio shareholder's account shall be credited with the
number of full and fractional (rounded to the third decimal place)
Domestic Portfolio Shares due that shareholder. All outstanding Rated
Portfolio shares, including any represented by certificates, shall
simultaneously be canceled on Rated Portfolio's share transfer
records. Domestic Portfolio shall not issue certificates representing
the Domestic Portfolio Shares in connection with the Reorganization.
(e) Any reporting responsibility of Rated Portfolio is and shall
remain its responsibility up to and including the date on which Rated
Portfolio is terminated.
(f) Any transfer taxes payable upon issuance of the Domestic
Portfolio Shares in a name other than that of the registered holder on
Rated Portfolio's books of the Rated Portfolio shares constructively
exchanged for the Domestic Portfolio Shares shall be paid by the
person to whom such Domestic Portfolio Shares are to be issued, as a
condition of such transfer.
4. VALUATION.
(a) The Valuation Time shall be as of the close of business of the
New York Stock Exchange on the Closing Date (as defined below) (the
Valuation Time).
(b) As of the Closing Date, Domestic Portfolio will deliver to Rated
Portfolio the number of full and fractional Class I, Class II, and
Class III shares of Domestic Portfolio equal to the number of full and
fractional shares of the corresponding class of Rated Portfolio then
outstanding.
(c) The net asset value per share of each class of Domestic Portfolio
Shares to be delivered to Rated Portfolio, the value of the assets of
Rated Portfolio transferred hereunder, and the value of the
liabilities of Rated Portfolio to be assumed hereunder shall in each
case be determined as of the Valuation Time.
(d) The net asset value per share of each class of Domestic Portfolio
shall be computed in the manner set forth in the then-current Domestic
Portfolio Prospectus and Statement of Additional Information, and the
value of the assets and liabilities of Rated Portfolio shall be
computed in the manner set forth in the then-current Rated Portfolio
Prospectus and Statement of Additional Information.
(e) All computations pursuant to this Section shall be made by or
under the direction of Fidelity Service Company, Inc., a wholly-owned
subsidiary of FMR Corp., in accordance with its regular practice as
pricing agent for Rated Portfolio and Domestic Portfolio.
5. FEES; EXPENSES.
(a) Rated Portfolio shall be responsible for all expenses, fees and
other charges incurred in connection with the transactions
contemplated by this Agreement, provided that those expenses, together
with the other expenses of each class (subject to certain excluded
expenses), do not exceed each class's 0.20% expense cap, as
applicable. Expenses exceeding each class's 0.20% expense cap, as
applicable, will be paid by FMR (but not including costs incurred in
connection with the purchase or sale of portfolio securities). Any
expenses incurred in connection with the transactions contemplated by
this Agreement which may be attributable to Domestic Portfolio will be
borne by Rated Portfolio, provided that those expenses, together with
the other expenses of each class (subject to certain excluded
expenses), do not exceed each class's 0.20% expense cap, as
applicable. Expenses exceeding each class's 0.20% expense cap, as
applicable, will be paid by FMR (but not including costs incurred in
connection with the purchase or sale of portfolio securities).
(b) Each of Domestic Portfolio and Rated Portfolio represents that
there is no person who has dealt with it who by reason of such
dealings is entitled to any broker's or finder's or other similar fee
or commission arising out of the transactions contemplated by this
Agreement.
6. CLOSING DATE.
(a) The Reorganization, together with related acts necessary to
consummate the same (the Closing), unless otherwise provided herein,
shall occur at the principal office of the Trust, 82 Devonshire
Street, Boston, Massachusetts, as of the Valuation Time on January 21,
1999, or at some other time, date, and place agreed to by Rated
Portfolio and Domestic Portfolio (the Closing Date).
(b) In the event that on the Closing Date: (i) any of the markets for
securities held by the Funds is closed to trading, or (ii) trading
thereon is restricted, or (iii) trading or the reporting of trading on
said market or elsewhere is disrupted, all so that accurate appraisal
of the total net asset value of Rated Portfolio and the net asset
value per share of Domestic Portfolio is impracticable, the Valuation
Time and the Closing Date shall be postponed until the first business
day after the day when such trading shall have been fully resumed and
such reporting shall have been restored, or such other date as the
parties may agree.
7. SHAREHOLDER MEETING AND TERMINATION OF RATED PORTFOLIO.
(a) Rated Portfolio agrees to call a meeting of its shareholders
after the effective date of the Registration Statement, to consider
transferring its assets to Domestic Portfolio as herein provided,
adopting this Agreement, and authorizing the liquidation of Rated
Portfolio.
(b) Rated Portfolio agrees that as soon as reasonably practicable
after distribution of the Domestic Portfolio Shares, Rated Portfolio
shall be terminated as a series of Colchester Street Trust pursuant to
its Trust Instrument, any further actions shall be taken in connection
therewith as required by applicable law, and on and after the Closing
Date Rated Portfolio shall not conduct any business except in
connection with its liquidation and termination.
8. CONDITIONS TO OBLIGATIONS OF DOMESTIC PORTFOLIO.

Domestic Portfolio is not obligated to meet the conditions set forth
under this Agreement unless Rated Portfolio satisfies the requirements
set forth in this Section 8 on or before the Closing Date.
(a) That Rated Portfolio furnishes to Domestic Portfolio a statement,
dated as of the Closing Date, signed by an officer of Colchester
Street Trust, certifying that as of the Valuation Time and the Closing
Date all representations and warranties of Rated Portfolio made in
this Agreement are true and correct in all material respects and that
Rated Portfolio has complied with all the agreements and satisfied all
the conditions on its part to be performed or satisfied at or prior to
such dates;
(b) That Rated Portfolio furnishes Domestic Portfolio with copies of
the resolutions, certified by an officer of Colchester Street Trust,
evidencing the adoption of this Agreement and the approval of the
transactions contemplated herein by the requisite vote of the holders
of the outstanding shares of beneficial interest of Rated Portfolio;
(c) That, on or prior to the Closing Date, Rated Portfolio will
declare one or more dividends or distributions which, together with
all previous such dividends or distributions attributable to its
current taxable year, shall have the effect of distributing to the
shareholders of Rated Portfolio substantially all of Rated Portfolio's
investment company taxable income and all of its net realized capital
gain, if any, as of the Closing Date;
(d) That Rated Portfolio shall deliver to Domestic Portfolio at the
Closing a Statement of its Assets and Liabilities, together with a
list of its portfolio securities showing each such security's adjusted
tax basis and holding period by lot, with values determined as
provided in Section 4 of this Agreement, all as of the Valuation Time,
certified on Rated Portfolio's behalf by its Treasurer or Assistant
Treasurer;
(e) That Rated Portfolio's custodian shall deliver to Domestic
Portfolio a certificate identifying the assets of Rated Portfolio held
by such custodian as of the Valuation Time on the Closing Date and
stating that as of the Valuation Time: (i) the assets held by the
custodian will be transferred to Domestic Portfolio; (ii) Rated
Portfolio's assets have been duly endorsed in proper form for transfer
in such condition as to constitute good delivery thereof; and (iii) to
the best of the custodian's knowledge, all necessary taxes in
conjunction with the delivery of the assets, including all applicable
federal and state stock transfer stamps, if any, have been paid or
provision for payment has been made;
(f) That Rated Portfolio's transfer agent shall deliver to Domestic
Portfolio at the Closing a certificate setting forth the number of
shares of Rated Portfolio outstanding as of the Valuation Time and the
name and address of each holder of record of any such shares and the
number of shares held of record by each such shareholder;
(g) That Rated Portfolio calls a meeting of its shareholders to be
held after the effective date of the Registration Statement, to
consider transferring its assets to Domestic Portfolio as herein
provided, adopting this Agreement, and authorizing the liquidation and
termination of Rated Portfolio;
(h) That Rated Portfolio delivers to Domestic Portfolio a certificate
of an officer of Colchester Street Trust, dated as of the Closing
Date, that there has been no material adverse change in Rated
Portfolio's financial position since March 31, 1998, other than
changes in the market value of its portfolio securities, or changes
due to net redemptions of its shares, dividends paid, or losses from
operations; and
(i) That all of the issued and outstanding shares of beneficial
interest of Rated Portfolio shall have been offered for sale and sold
in conformity with all applicable state securities laws and, to the
extent that any audit of the records of Rated Portfolio or its
transfer agent by Domestic Portfolio or its agents shall have revealed
otherwise, Rated Portfolio shall have taken all actions that in the
opinion of Domestic Portfolio are necessary to remedy any prior
failure on the part of Rated Portfolio to have offered for sale and
sold such shares in conformity with such laws.
9. CONDITIONS TO OBLIGATIONS OF RATED PORTFOLIO.

Rated Portfolio is not obligated to meet the conditions set forth
under this Agreement unless Domestic Portfolio satisfies the
requirements set forth in this Section 9 on or before the Closing
Date.
(a) That Domestic Portfolio shall have executed and delivered to
Rated Portfolio an Assumption of Liabilities, certified by an officer
of Colchester Street Trust, dated as of the Closing Date pursuant to
which Domestic Portfolio will assume all of the liabilities of Rated
Portfolio existing at the Valuation Time in connection with the
transactions contemplated by this Agreement;
(b) That Domestic Portfolio furnishes to Rated Portfolio a statement,
dated as of the Closing Date, signed by an officer of Colchester
Street Trust, certifying that as of the Valuation Time and the Closing
Date all representations and warranties of Domestic Portfolio made in
this Agreement are true and correct in all material respects, and
Domestic Portfolio has complied with all the agreements and satisfied
all the conditions on its part to be performed or satisfied at or
prior to such dates; and
(c) That Rated Portfolio shall have received an opinion of
Kirkpatrick & Lockhart LLP, counsel to Rated Portfolio and Domestic
Portfolio, to the effect that the Domestic Portfolio Shares are duly
authorized and upon delivery to Rated Portfolio as provided in this
Agreement will be validly issued and will be fully paid and
nonassessable by Domestic Portfolio (except as disclosed in Domestic
Portfolio's Statement of Additional Information) and no shareholder of
Domestic Portfolio has any preemptive right of subscription or
purchase in respect thereof.
10. CONDITIONS TO OBLIGATIONS OF DOMESTIC PORTFOLIO AND RATED
PORTFOLIO.

Neither Rated Portfolio nor Domestic Portfolio is obligated to meet
the conditions set forth under this Agreement unless both Rated
Portfolio and Domestic Portfolio satisfy the requirements set forth in
this Section 10 on or before the Closing Date.
(a) That this Agreement shall have been adopted and the transactions
contemplated herein shall have been approved by the requisite vote of
the holders of the outstanding shares of beneficial interest of Rated
Portfolio;
(b) That all consents of other parties and all other consents,
orders, and permits of federal, state, and local regulatory
authorities (including those of the Commission and of state Blue Sky
and securities authorities, which term as used herein shall include
the District of Columbia and Puerto Rico, and including "no action"
positions of such federal or state authorities) deemed necessary by
Domestic Portfolio or Rated Portfolio to permit consummation, in all
material respects, of the transactions contemplated hereby shall have
been obtained, except where failure to obtain any such consent, order,
or permit would not involve a risk of a material adverse effect on the
assets or properties of Domestic Portfolio or Rated Portfolio,
provided that either party hereto may for itself waive any of such
conditions;
(c) That all proceedings taken by either Fund in connection with the
transactions contemplated by this Agreement and all documents
incidental thereto shall be satisfactory in form and substance to it
and its counsel, Kirkpatrick & Lockhart LLP;
(d) That there shall not be any material litigation pending with
respect to the matters contemplated by this Agreement;
(e) That the Registration Statement shall have become effective under
the 1933 Act, and no stop order suspending such effectiveness shall
have been instituted or, to the knowledge of Domestic Portfolio and
Rated Portfolio, threatened by the Commission; and
(f) That Domestic Portfolio and Rated Portfolio shall have received
an opinion of Kirkpatrick & Lockhart LLP satisfactory to Domestic
Portfolio and Rated Portfolio that for federal income tax purposes:
(i) The Reorganization will be a reorganization under section
368(a)(1)(C) of the Code, and Rated Portfolio and Domestic Portfolio
will each be parties to the Reorganization under section 368(b) of the
Code;
(ii) No gain or loss will be recognized by Rated Portfolio upon the
transfer of all of its assets to Domestic Portfolio in exchange solely
for the Domestic Portfolio Shares and the assumption of Rated
Portfolio's liabilities followed by the distribution of those Domestic
Portfolio Shares to the shareholders of the corresponding class of
Rated Portfolio in liquidation of Rated Portfolio;
(iii) No gain or loss will be recognized by Domestic Portfolio on
the receipt of Rated Portfolio's assets in exchange solely for the
Domestic Portfolio Shares and the assumption of Rated Portfolio's
liabilities;
(iv) The basis of Rated Portfolio's assets in the hands of Domestic
Portfolio will be the same as the basis of such assets in Rated
Portfolio's hands immediately prior to the Reorganization;
(v) Domestic Portfolio's holding period in the assets to be received
from Rated Portfolio will include Rated Portfolio's holding period in
such assets;
(vi) A Rated Portfolio shareholder will recognize no gain or loss on
the exchange of his or her shares of beneficial interest in Rated
Portfolio for the Domestic Portfolio Shares of the corresponding class
in the Reorganization;
(vii) A Rated Portfolio shareholder's basis in the Domestic
Portfolio Shares to be received by him or her will be the same as his
or her basis in the Rated Portfolio shares exchanged therefor;
(viii) A Rated Portfolio shareholder's holding period for his or her
Domestic Portfolio Shares will include the holding period of Rated
Portfolio shares exchanged, provided that those Rated Portfolio shares
were held as capital assets on the date of the Reorganization.
Notwithstanding anything herein to the contrary, neither Rated
Portfolio nor Domestic Portfolio may waive the conditions set forth in
this subsection 10(f).
11. COVENANTS OF DOMESTIC PORTFOLIO AND RATED PORTFOLIO.
(a) Domestic Portfolio and Rated Portfolio each covenants to operate
its respective business in the ordinary course between the date hereof
and the Closing Date, it being understood that such ordinary course of
business will include the payment of customary dividends and
distributions;
(b) Rated Portfolio covenants that it is not acquiring the Domestic
Portfolio Shares for the purpose of making any distribution other than
in accordance with the terms of this Agreement;
(c) Rated Portfolio covenants that it will assist Domestic Portfolio
in obtaining such information as Domestic Portfolio reasonably
requests concerning the beneficial ownership of Rated Portfolio's
shares; and
(d) Rated Portfolio covenants that its liquidation and termination
will be effected in the manner provided in its Trust Instrument in
accordance with applicable law and after the Closing Date, Rated
Portfolio will not conduct any business except in connection with its
liquidation and termination.
12. TERMINATION; WAIVER.
Domestic Portfolio and Rated Portfolio may terminate this Agreement
by mutual agreement. In addition, either Domestic Portfolio or Rated
Portfolio may at its option terminate this Agreement at or prior to
the Closing Date because:
(i) of a material breach by the other of any representation,
warranty, or agreement contained herein to be performed at or prior to
the Closing Date; or
(ii) a condition herein expressed to be precedent to the obligations
of the terminating party has not been met and it reasonably appears
that it will not or cannot be met.
In the event of any such termination, there shall be no liability for
damages on the part of Rated Portfolio or Domestic Portfolio, or their
respective Trustees or officers.
13. SOLE AGREEMENT; AMENDMENTS; WAIVERS; SURVIVAL OF WARRANTIES.
(a) This Agreement supersedes all previous correspondence and oral
communications between the parties regarding the subject matter
hereof, constitutes the only understanding with respect to such
subject matter, may not be changed except by a letter of agreement
signed by each party hereto and shall be construed in accordance with
and governed by the laws of the State of Delaware.
(b) This Agreement may be amended, modified, or supplemented in such
manner as may be mutually agreed upon in writing by the respective
President, any Vice President, or Treasurer of Domestic Portfolio or
Rated Portfolio; provided, however, that following the shareholders'
meeting called by Rated Portfolio pursuant to Section 7 of this
Agreement, no such amendment may have the effect of changing the
provisions for determining the number of Domestic Portfolio Shares to
be paid to Rated Portfolio shareholders under this Agreement to the
detriment of such shareholders without their further approval.
(c) Either Fund may waive any condition to its obligations hereunder,
provided that such waiver does not have any material adverse effect on
the interests of such Fund's shareholders.
The representations, warranties, and covenants contained in the
Agreement, or in any document delivered pursuant hereto or in
connection herewith, shall survive the consummation of the
transactions contemplated hereunder.
14. TRUST INSTRUMENTS.
A copy of each Fund's Trust Instrument, as restated and amended, is
on file with the Secretary of State of the State of Delaware, and
notice is hereby given that this instrument is executed on behalf of
the Trustees of each Fund as trustees and not individually and that
the obligations of each Fund under this instrument are not binding
upon any of such Fund's Trustees, officers, or shareholders
individually but are binding only upon the assets and property of such
Fund. Each Fund agrees that its obligations hereunder apply only to
such Fund and not to its shareholders individually or to the Trustees
of such Fund.
15. ASSIGNMENT.
This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, but no assignment
or transfer of any rights or obligations hereunder shall be made by
any party without the written consent of the other parties. Nothing
herein expressed or implied is intended or shall be construed to
confer upon or give any person, firm, or corporation other than the
parties hereto and their respective successors and assigns any rights
or remedies under or by reason of this Agreement.
This Agreement may be executed in any number of counterparts, each of
which, when executed and delivered, shall be deemed to be an original.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by an appropriate officer.
[SIGNATURE LINES OMITTED]]
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how
each fund invests and the services available to shareholders.
To learn more about each fund and its investments, you can obtain a
copy of a fund's most recent financial report and portfolio listing,
or a copy of the Statement of Additional Information (SAI) dated May
29, 1998. The SAI has been filed with the Securities and Exchange
Commission (SEC) and is available along with other related materials
on the SEC's Internet Web Site (http://www.sec.gov). The SAI is
incorporated herein by reference (legally forms a part of the
prospectus). For a free copy of either document, contact Fidelity
Client Services 82 Devonshire Street, Boston, MA 02109 at
1-800-843-3001, or your investment professional.
INVESTMENTS IN THE FUNDS ARE NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT A FUND WILL
MAINTAIN A STABLE $1.00 SHARE PRICE.
Mutual fund shares are not deposits or obligations of, or guaranteed
by, any depository institution. Shares are not insured by the FDIC,
Federal Reserve Board, or any other agency, and are subject to
investment risks, including possible loss of principal amount
invested.

FIDELITY
INSTITUTIONAL
MONEY MARKET
FUNDS
TREASURY ONLY
PORTFOLIO
CLASS I
(FUND NUMBER 680)
TREASURY PORTFOLIO
CLASS I
(FUND NUMBER 695)
GOVERNMENT
PORTFOLIO
CLASS I
(FUND NUMBER 057)
DOMESTIC PORTFOLIO
CLASS I
(FUND NUMBER 690)
RATED MONEY
MARKET PORTFOLIO
CLASS I
(FUND NUMBER 052)
MONEY MARKET
PORTFOLIO
CLASS I
(FUND NUMBER 059)
TAX-EXEMPT
PORTFOLIO
CLASS I
(FUND NUMBER 056)
PROSPECTUS
MAY 29, 1998 (FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
LIKE ALL MUTUAL FUNDS, THESE
SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE
COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
IMMI-PRO-0598
702218
CONTENTS

KEY FACTS 25 WHO MAY WANT TO INVEST

25 EXPENSES CLASS I'S YEARLY OPERATING
EXPENSES.

29 FINANCIAL HIGHLIGHTS A SUMMARY OF
EACH FUND'S FINANCIAL DATA.

36 PERFORMANCE

THE FUNDS IN DETAIL 36 CHARTER HOW EACH FUND IS ORGANIZED.

36 INVESTMENT PRINCIPLES AND RISKS EACH
FUND'S OVERALL APPROACH TO INVESTING.

38 BREAKDOWN OF EXPENSES HOW
OPERATING COSTS ARE CALCULATED AND WHAT
THEY INCLUDE.

YOUR ACCOUNT 40 HOW TO BUY SHARES OPENING AN
ACCOUNT AND MAKING ADDITIONAL
INVESTMENTS.

41 HOW TO SELL SHARES TAKING MONEY OUT
AND CLOSING YOUR ACCOUNT.

41 INVESTOR SERVICES SERVICES TO HELP YOU
MANAGE YOUR ACCOUNT.

SHAREHOLDER AND ACCOUNT 41 DIVIDENDS, CAPITAL GAINS,
POLICIES AND TAXES

42 TRANSACTION DETAILS SHARE PRICE
CALCULATIONS AND THE TIMING OF PURCHASES
AND REDEMPTIONS.

43 EXCHANGE RESTRICTIONS

KEY FACTS

WHO MAY WANT TO INVEST
Each fund offers institutional and corporate investors a convenient
and economical way to invest in a professionally managed portfolio of
money market instruments.
Each fund is designed for investors who would like to earn current
income while preserving the value of their investment.
The rate of income will vary from day to day, generally reflecting
short-term interest rates.
Each fund is managed to keep its share price stable at $1.00. Each of
Treasury Only Portfolio, Treasury Portfolio, and Government Portfolio
offers an added measure of safety with its focus on U.S. Government or
Treasury securities.
These funds do not constitute a balanced investment plan. However,
because they emphasize stability, they could be well-suited for a
portion of your investments.
Each fund is composed of multiple classes of shares. All classes of a
fund have a common investment objective and investment portfolio.
Class I shares do not have a sales charge and do not pay a
distribution fee. Class II shares do not have a sales charge, but do
pay a 0.15% distribution fee. Class III shares do not have a sales
charge, but do pay a 0.25% distribution fee. Because Class I shares
have no sales charge and do not pay a distribution fee, Class I shares
are expected to have a higher total return than Class II and Class III
shares. You may obtain more information about Class II and Class III
shares, which are not offered through this prospectus, from your
investment professional, or by calling Fidelity Client Services at
1-800-843-3001. Contact your investment professional to discuss which
class is appropriate for you.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you may pay when you buy
or sell Class I shares of a fund.
SALES CHARGE ON PURCHASES AND NONE
REINVESTED DISTRIBUTIONS

DEFERRED SALES CHARGE ON REDEMPTIONS NONE

ANNUAL OPERATING EXPENSES are paid out of each fund's assets. Each
fund pays a management fee to Fidelity Management & Research Company
(FMR). In addition, each fund is responsible for certain other
expenses.
Class I's expenses are factored into its share price or dividends and
are not charged directly to shareholder accounts (see "Breakdown of
Expenses" on page ).
The following figures are based on historical expenses, adjusted to
reflect current fees, of Class I of each fund and are calculated as a
percentage of average net assets of Class I of each fund.
TREASURY ONLY PORTFOLIO
MANAGEMENT FEE 0.20%

12B-1 FEE (DISTRIBUTION FEE) NONE

OTHER EXPENSES 0.00%A

TOTAL OPERATING EXPENSES 0.20%A

TREASURY PORTFOLIO
MANAGEMENT FEE 0.20%

12B-1 FEE (DISTRIBUTION FEE) NONE

OTHER EXPENSES 0.00%A

TOTAL OPERATING EXPENSES 0.20%A

GOVERNMENT PORTFOLIO
MANAGEMENT FEE 0.20%

12B-1 FEE (DISTRIBUTION FEE) NONE

OTHER EXPENSES 0.00%A

TOTAL OPERATING EXPENSES 0.20%A

DOMESTIC PORTFOLIO
MANAGEMENT FEE 0.20%

12B-1 FEE (DISTRIBUTION FEE) NONE

OTHER EXPENSES 0.00%A

TOTAL OPERATING EXPENSES 0.20%A

RATED MONEY MARKET PORTFOLIO
MANAGEMENT FEE 0.20%

12B-1 FEE (DISTRIBUTION FEE) NONE

OTHER EXPENSES 0.00%A

TOTAL OPERATING EXPENSES 0.20%A

MONEY MARKET PORTFOLIO
MANAGEMENT FEE 0.18%A

12B-1 FEE (DISTRIBUTION FEE) NONE

OTHER EXPENSES 0.00%A

TOTAL OPERATING EXPENSES 0.18%A

TAX-EXEMPT PORTFOLIO
MANAGEMENT FEE 0.20%

12B-1 FEE (DISTRIBUTION FEE) NONE

OTHER EXPENSES 0.00%A

TOTAL OPERATING EXPENSES 0.20%A

A AFTER EXPENSE REDUCTIONS.
EXPENSE TABLE EXAMPLE: You would pay the following amount in total
expenses on a $1,000 investment in Class I shares of a fund, assuming
a 5% annual return and full redemption at the end of each time period.
Total expenses shown below include any shareholder transaction
expenses and Class I's annual operating expenses.
1 3 5 10
YEAR YEARS YEARS YEARS

TREASURY ONLY $ 2 $ 6 $ 11 $ 26

TREASURY $ 2 $ 6 $ 11 $ 26

GOVERNMENT $ 2 $ 6 $ 11 $ 26

DOMESTIC $ 2 $ 6 $ 11 $ 26

RATED MONEY MARKET $ 2 $ 6 $ 11 $ 26

MONEY MARKET $ 2 $ 6 $ 10 $ 23

TAX-EXEMPT $ 2 $ 6 $ 11 $ 26

THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO
SUGGEST ACTUAL OR EXPECTED EXPENSES OR RETURNS, ALL OF WHICH MAY VARY.
FMR has voluntarily agreed to reimburse Class I of each fund to the
extent that total operating expenses (excluding interest, taxes,
brokerage commissions, extraordinary expenses and 12b-1 fees), as a
percentage of its respective average net assets, exceed 0.20% (0.18%
for Money Market Portfolio). If these agreements were not in effect,
the management fee, other expenses and total operating expenses, as a
percentage of average net assets, would have been the following
amounts:

OTHER EXPENSES TOTAL OPERATING
MANAGEMENT FEE EXPENSES

CLASS I CLASS I CLASS I

TREASURY ONLY PORTFOLIO 0.20% 0.09% 0.29%

TREASURY PORTFOLIO 0.20% 0.05% 0.25%

GOVERNMENT PORTFOLIO 0.20% 0.05% 0.25%

DOMESTIC PORTFOLIO 0.20% 0.06% 0.26%

RATED MONEY MARKET PORTFOLIO 0.20% 0.23%B 0.43%

MONEY MARKET PORTFOLIO 0.20% 0.05% 0.25%

TAX-EXEMPT PORTFOLIO 0.20% 0.06% 0.26%

B BASED ON ESTIMATED EXPENSES DUE TO CHANGE IN MANAGEMENT FEE RATE
EFFECTIVE JANUARY 1, 1998.
FINANCIAL HIGHLIGHTS
The financial highlights tables that follow for Treasury Portfolio,
Government Portfolio, Domestic Portfolio and Money Market Portfolio
have been audited by Price Waterhouse LLP, independent accountants.
The financial highlights tables that follow for Treasury Only
Portfolio, Rated Money Market Portfolio and Tax-Exempt Portfolio have
been audited by Coopers & Lybrand L.L.P., independent accountants. The
funds' financial highlights, financial statements, and reports of the
auditors are included in the funds' Annual Report, and are
incorporated by reference into (are legally a part of) the funds' SAI.
Contact Fidelity Client Services (Client Services) for a free copy of
the Annual Report or the SAI.
TREASURY ONLY PORTFOLIO - CLASS I

SELECTED PER-SHARE DATA AND RATIOS

YEARS ENDED MARCH 31 1998 1997 1996 1995A 1994B 1993B 1992B 1991C

NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .052 .050 .054 .033 .032 .031 .045 .055

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.052) (.050) (.054) (.033) (.032) (.031) (.045) (.055)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURND 5.33% 5.17% 5.56% 3.38% 3.27% 3.10% 4.64% 5.63%

NET ASSETS, END OF PERIOD $ 943 $ 1,157 $ 1,361 $ 1,266 $ 1,049 $ 1,048 $ 1,198 $ 706
(IN MILLIONS)

RATIO OF EXPENSES TO AVERAGE NET .20%E .20%E .20%E .20%E,F .20%E .20%E .20%E .03%E,F
ASSETS

RATIO OF NET INTEREST INCOME TO 5.20% 5.05% 5.41% 5.02%F 3.22% 3.05% 4.43% 6.34%F
AVERAGE NET ASSETS

A AUGUST 1, 1994 TO MARCH 31, 1995
B YEAR ENDED JULY 31
C OCTOBER 3, 1990 (COMMENCEMENT OF SALE OF CLASS I SHARES) TO JULY 31,
1991
D TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
E FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
F ANNUALIZED
TREASURY PORTFOLIO - CLASS I

SELECTED PER-SHARE DATA AND
RATIOS

YEARS ENDED MARCH 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
31

NET ASSET VALUE, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
BEGINNING OF PERIOD

INCOME FROM
INVESTMENT OPERATIONS

NET INTEREST INCOME .054 .052 .056 .047 .030 .034 .053 .076 .088 .078

LESS DISTRIBUTIONS

FROM NET INTEREST (.054) (.052) (.056) (.047) (.030) (.034) (.053) (.076) (.088) (.078)
INCOME

NET ASSET VALUE, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
END OF PERIOD

TOTAL RETURNA 5.55% 5.30% 5.79% 4.78% 3.06% 3.46% 5.41% 7.87% 9.13% 8.11%

NET ASSETS, END OF $ 4,498 $ 5,598 $ 7,134 $ 4,688 $ 4,552 $ 5,590 $ 5,477 $ 3,282 $ 1,481 $ 658
PERIOD (IN MILLIONS)

RATIO OF EXPENSES TO .20%B .20%B .20%B .18%B .18%B .18%B .18%B .18%B .19%B .20%B
AVERAGE NET ASSETS

RATIO OF NET INTEREST 5.41% 5.17% 5.61% 4.71% 3.01% 3.38% 5.12% 7.50% 8.63% 7.92%
INCOME TO AVERAGE NET
ASSETS

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
GOVERNMENT PORTFOLIO - CLASS I

SELECTED PER-SHARE DATA AND RATIOS

YEARS ENDED MARCH 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
31

NET ASSET VALUE, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
BEGINNING OF PERIOD

INCOME FROM
INVESTMENT OPERATIONS

NET INTEREST .055 .052 .057 .048 .031 .035 .054 .077 .088 .079
INCOME

LESS DISTRIBUTIONS

FROM NET INTEREST (.055) (.052) (.057) (.048) (.031) (.035) (.054) (.077) (.088) (.079)
INCOME

NET ASSET VALUE, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
END OF PERIOD

TOTAL RETURNA 5.60% 5.37% 5.84% 4.86% 3.13% 3.56% 5.55% 7.94% 9.15% 8.19%

NET ASSETS, END OF $ 3,528 $ 2,811 $ 3,064 $ 3,321 $ 3,765 $ 5,686 $ 4,604 $ 3,614 $ 2,816 $ 1,918
PERIOD (IN MILLIONS)

RATIO OF EXPENSES TO .20%B .20%B .20%B .18%B .18%B .18%B .18%B .18%B .20%B .20%B
AVERAGE NET ASSETS

RATIO OF NET INTEREST 5.47% 5.25% 5.69% 4.77% 3.07% 3.50% 5.33% 7.62% 8.74% 7.90%
INCOME TO AVERAGE NET
ASSETS

SELECTED PER-SHARE DATA AND RATIOS

YEARS ENDED MARCH 31 1998 1997 1996 1995 1994 1993 1992 1991 1990D

NET ASSET VALUE, BEGINNING OF $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
PERIOD

INCOME FROM INVESTMENT
OPERATIONS

NET INTEREST .055 .053 .057 .049 .031 .034 .054 .078 .035
INCOME

LESS DISTRIBUTIONS

FROM NET INTEREST (.055) (.053) (.057) (.049) (.031) (.034) (.054) (.078) (.035)
INCOME

NET ASSET VALUE, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
END OF PERIOD

TOTAL RETURNB 5.64% 5.40% 5.85% 4.97% 3.14% 3.50% 5.50% 8.11% 3.52%

NET ASSETS, END OF PERIOD $ 1,171 $ 920 $ 1,118 $ 772 $ 657 $ 804 $ 559 $ 355 $ 331
(IN MILLIONS)

RATIO OF EXPENSES TO .20%C .20%C .20%C .18%C .18%C .18%C .18%C .18%C .06%A,C
AVERAGE NET ASSETS

RATIO OF NET INTEREST INCOME 5.50% 5.26% 5.66% 4.94% 3.09% 3.43% 5.24% 7.79% 8.44%A
TO AVERAGE NET ASSETS

SELECTED PER-SHARE DATA AND RATIOS

YEARS ENDED MARCH 1998 1997 1996D 1995E 1994E 1993E 1992F 1991G 1990G 1989G 1988G
31

NET ASSET VALUE, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
BEGINNING OF PERIOD

INCOME FROM
INVESTMENT OPERATIONS

NET INTEREST .055 .053 .032 .054 .033 .029 .034 .063 .080 .089 .070
INCOME

LESS DISTRIBUTIONS

FROM NET INTEREST (.055) (.053) (.032) (.054) (.033) (.029) (.034) (.063) (.080) (.089) (.070)
INCOME

NET ASSET VALUE, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
END OF PERIOD

TOTAL RETURNB 5.64% 5.39% 3.21% 5.53% 3.34% 2.93% 3.44% 6.44% 8.27% 9.26% 7.27%

NET ASSETS, END OF $ 304 $ 313 $ 224 $ 301 $ 399 $ 611 $ 766 $ 852 $ 945 $ 1,274 $ 1,036
PERIOD (IN MILLIONS)

RATIO OF EXPENSES .20%C .20%C .27%A,C .42% .42% .42% .42%A .42% .42% .42% .42%
TO AVERAGE NET ASSETS

RATIO OF NET 5.49% 5.26% 5.46%A 5.33% 3.24% 2.89% 4.04%A 6.38% 8.01% 8.91% 7.00%
INTEREST INCOME TO
AVERAGE NET ASSETS

SELECTED PER-SHARE DATA AND RATIOS

YEARS ENDED MARCH 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
31

NET ASSET VALUE, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
BEGINNING OF PERIOD

INCOME FROM
INVESTMENT OPERATIONS

NET INTEREST .055 .053 .057 .049 .032 .035 .055 .078 .089 .080
INCOME

LESS DISTRIBUTIONS

FROM NET (.055) (.053) (.057) (.049) (.032) (.035) (.055) (.078) (.089) (.080)
INTEREST
INCOME

NET ASSET VALUE, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
END OF PERIOD

TOTAL RETURNA 5.68% 5.43% 5.90% 4.99% 3.20% 3.58% 5.59% 8.13% 9.25% 8.35%

NET ASSETS, END OF $ 9,384 $ 8,714 $ 6,466 $ 5,130 $ 3,200 $ 4,333 $ 3,990 $ 4,707 $ 4,128 $ 2,627
PERIOD
(IN MILLIONS)

RATIO OF EXPENSES .18%B .18%B .18%B .18%B .18%B .18%B .18%B .18%B .20%B .20%B
TO
AVERAGE NET ASSETS

RATIO OF NET 5.54% 5.31% 5.73% 5.00% 3.15% 3.50% 5.42% 7.80% 8.82% 8.11%
INTEREST
INCOME TO AVERAGE NET
ASSETS

SELECTED PER-SHARE DATA AND RATIOS

YEARS ENDED MARCH 1998 1997 1996 1995D 1994E 1993E 1992E 1991E 1990E 1989E
31

NET ASSET VALUE, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
BEGINNING OF PERIOD

INCOME FROM
INVESTMENT OPERATIONS

NET INTEREST .035 .033 .036 .027 .024 .026 .040 .053 .058 .058
INCOME

LESS DISTRIBUTIONS

FROM NET (.035) (.033) (.036) (.027) (.024) (.026) (.040) (.053) (.058) (.058)
INTEREST
INCOME

NET ASSET VALUE, $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000
END OF PERIOD

TOTAL RETURNB 3.60% 3.40% 3.70% 2.74% 2.44% 2.66% 4.02% 5.40% 6.00% 5.97%

NET ASSETS, END OF $ 2,136 $ 2,022 $ 1,807 $ 1,877 $ 2,391 $ 2,239 $ 2,557 $ 2,117 $ 1,985 $ 2,007
PERIOD (IN MILLIONS)

RATIO OF EXPENSES .20%C .20%C .19%C .18%A,C .18%C .18%C .18%C .18%C .20%C .20%C
TO AVERAGE NET ASSETS

RATIO OF NET 3.54% 3.34% 3.64% 3.20%A 2.41% 2.62% 3.90% 5.28% 5.82% 5.80%
INTEREST INCOME TO
AVERAGE NET ASSETS

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D JUNE 1, 1994 TO MARCH 31, 1995
E YEAR ENDED MAY 31
PERFORMANCE
Money market fund performance can be measured as TOTAL RETURN or
YIELD.
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment over a given
period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated
period of time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate
of return that, if achieved annually, would have produced the same
cumulative total return if performance had been constant over the
entire period. Average annual total returns smooth out variations in
performance; they are not the same as actual year-by-year results.
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. When a
yield assumes that income earned is reinvested, it is called an
EFFECTIVE YIELD.
A TAX-EQUIVALENT YIELD shows what an investor would have to earn
before taxes to equal a tax-free yield.
SEVEN-DAY YIELD illustrates the income earned by an investment in a
money market fund over a recent seven-day period. Since money market
funds maintain a stable $1.00 share price, current seven-day yields
are the most common illustration of money market fund performance.
The funds' performance and holdings are detailed twice a year in
financial reports, which are sent to all shareholders. For current
performance call Fidelity Client Services at 1-800-843-3001.
THE FUNDS IN DETAIL

CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders'
money and invests it toward a specified goal. Each fund is a
diversified fund of Colchester Street Trust, an open-end management
investment company organized as a Delaware business trust on June 20,
1991.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet periodically throughout the year to oversee the
funds' activities, review contractual arrangements with companies that
provide services to the funds, and review the funds' performance. The
trustees serve as trustees for other Fidelity funds. The majority of
trustees are not otherwise affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL SHAREHOLDER MEETINGS AND MAIL PROXY
MATERIALS. These meetings may be called to elect or remove trustees,
change fundamental policies, approve a management contract, or for
other purposes. Shareholders not attending these meetings are
encouraged to vote by proxy. The transfer agent will mail proxy
materials in advance, including a voting card and information about
the proposals to be voted on. The number of votes you are entitled to
is based upon the dollar value of your investment.
Separate votes are taken by each class of shares, fund, or trust, if a
matter affects just that class of shares, fund, or trust,
respectively.
FMR AND ITS AFFILIATES
Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business
address at 82 Devonshire Street, Boston, Massachusetts 02109. It
includes a number of different subsidiaries and divisions which
provide a variety of financial services and products. The funds employ
various Fidelity companies to perform activities required for their
operation.
The funds are managed by FMR, which handles their business affairs.
Fidelity Investments Money Management, Inc.(FIMM), located in
Merrimack, New Hampshire, has primary responsibility for providing
investment management services.
As of March 31, 1998, FMR advised funds having approximately 36
million shareholder accounts with a total value of more than $589
billion.
Fidelity investment personnel may invest in securities for their own
accounts pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets
Fidelity's funds and services.
Fidelity Investments Institutional Operations Company, Inc. (FIIOC)
performs transfer agent servicing functions for Class I of Treasury
Only Portfolio, Treasury Portfolio, Government Portfolio, Domestic
Portfolio, Rated Money Market Portfolio, and Money Market Portfolio
(the Taxable Funds). UMB Bank, n.a. (UMB) is the transfer agent for
Tax-Exempt Portfolio, and is located at 1010 Grand Avenue, Kansas
City, Missouri. UMB employs FIIOC to perform transfer agent servicing
functions for Class I of Tax-Exempt Portfolio.
FMR Corp. is the ultimate parent company of FMR and FIMM. Members of
the Edward C. Johnson 3d family are the predominant owners of a class
of shares of common stock representing approximately 49% of the voting
power of FMR Corp. Under the Investment Company Act of 1940 (the 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, the Johnson family may be deemed under the 1940 Act to form
a controlling group with respect to FMR Corp.
As of March 31, 1998, approximately 27.41% of Treasury Portfolio's
total outstanding shares were held by The Bank of New York.
To carry out the funds' transactions, FMR may use its broker-dealer
affiliates and other firms that sell fund shares, provided that a fund
receives services and commission rates comparable to those of other
broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
TREASURY ONLY PORTFOLIO seeks to earn a high level of current income
while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in U.S.
Treasury securities. The fund does not enter into repurchase
agreements or reverse repurchase agreements. The fund will invest in
those securities whose interest is specifically exempt from state and
local income taxes under federal law; such interest is not exempt from
federal income tax.
TREASURY PORTFOLIO seeks to earn a high level of current income while
maintaining a stable $1.00 share price by investing in high-quality,
short-term securities. The fund invests only in U.S. Treasury
securities and repurchase agreements for these securities. The fund
does not enter into reverse repurchase agreements.
GOVERNMENT PORTFOLIO seeks to earn a high level of current income
while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in U.S.
Government securities and repurchase agreements for these securities.
The fund also may enter into reverse repurchase agreements.
DOMESTIC PORTFOLIO seeks to earn a high level of current income while
maintaining a stable $1.00 share price by investing in high-quality,
short-term securities. The fund invests only in the highest-quality
U.S. dollar-denominated money market securities of domestic issuers,
including U.S. Government securities and repurchase agreements.
Securities are "highest-quality" if rated in the highest rating
category by at least two nationally recognized rating services, or by
one if only one rating service has rated a security, or, if unrated,
determined to be of equivalent quality by FMR. The fund also may enter
into reverse repurchase agreements.
RATED MONEY MARKET PORTFOLIO seeks to earn a high level of current
income while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in U.S.
dollar-denominated money market securities of domestic and foreign
issuers rated in the highest rating category by at least two
nationally recognized rating services, U.S. Government securities, and
repurchase agreements. The fund also may enter into reverse repurchase
agreements.
MONEY MARKET PORTFOLIO seeks to earn a high level of current income
while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in the
highest-quality U.S. dollar-denominated money market securities of
domestic and foreign issuers, including U.S. Government securities and
repurchase agreements. Securities are "highest-quality" if rated in
the highest rating category by at least two nationally recognized
rating services, or by one if only one rating service has rated a
security, or, if unrated, determined to be of equivalent quality by
FMR. The fund also may enter into reverse repurchase agreements.
TAX-EXEMPT PORTFOLIO seeks to earn a high level of current income that
is free from federal income tax while maintaining a stable $1.00 share
price by investing in high-quality, short-term municipal securities of
all types, including securities structured so that they are eligible
investments for the fund. The fund invests in municipal money market
securities rated in the highest category by at least one nationally
recognized rating service and in one of the two highest categories by
another rating service if rated by more than one, or, if unrated,
determined to be of equivalent quality to the highest rating category
by FMR. FMR normally invests the fund's assets so that at least 80% of
the fund's income distributions is free from federal income tax. The
fund does not currently intend to purchase municipal securities whose
interest is subject to the federal alternative minimum tax.
FMR normally invests the fund's assets according to its investment
strategy and does not expect to invest in federally taxable
obligations. The fund also reserves the right to hold a substantial
amount of uninvested cash or to invest more than normally permitted in
federally taxable obligations for temporary, defensive purposes.
Each fund earns income at current money market rates. They stress
preservation of capital, liquidity, and income (tax-free income in the
case of Tax-Exempt Portfolio) and do not seek the higher yields or
capital appreciation that more aggressive investments may provide.
Each fund's yield will vary from day to day, and generally reflects
current short-term interest rates and other market conditions.
It is important to note that neither the funds' share prices nor their
yields are insured or guaranteed by the U.S. Government.
SECURITIES AND INVESTMENT PRACTICES
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. Any restrictions listed supplement those discussed earlier in
this section. A complete listing of each fund's limitations and more
detailed information about each fund's investments are contained in
the funds' SAI. Policies and limitations are considered at the time of
purchase; the sale of instruments is not required in the event of a
subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these
techniques unless it believes that they are consistent with a fund's
investment objective and policies and that doing so will help the fund
achieve its goal. Fund holdings are detailed in each fund's financial
reports, which are sent to shareholders twice a year. For a free SAI
or financial report, call 1-800-843-3001.
MONEY MARKET SECURITIES are high-quality, short-term instruments
issued by the U.S. Government, corporations, financial institutions,
municipalities, local and state governments, and other entities. These
securities may carry fixed, variable, or floating interest rates.
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. If a structure fails to function as intended, adverse tax or
investment consequences may result.
U.S. TREASURY MONEY MARKET SECURITIES are short-term debt obligations
issued by the U.S. Treasury and include bills, notes, and bonds. U.S.
Treasury securities are backed by the full faith and credit of the
United States.
U.S. GOVERNMENT MONEY MARKET SECURITIES are short-term debt
instruments issued or guaranteed by the U.S. Treasury or by an agency
or instrumentality of the U.S. Government. Not all U.S. Government
securities are backed by the full faith and credit of the United
States. For example, U.S. Government securities such as those issued
by Fannie Mae are supported by the instrumentality's right to borrow
money from the U.S. Treasury under certain circumstances. Other U.S.
Government securities, such as those issued by the Federal Farm Credit
Banks Funding Corporation, are supported only by the credit of the
entity that issued them.
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 fully or partially backed by the local government, or by
the credit of a private issuer or the current or anticipated revenues
from specific projects or assets. Because many municipal securities
are issued to finance similar types of projects, especially those
relating to education, health care, housing, transportation, and
utilities, the municipal markets can be affected by conditions in
those sectors. In addition, all municipal securities may be affected
by uncertainties regarding their tax status, legislative changes, or
rights of municipal securities holders. A municipal security may be
owned directly or through a participation interest.
CREDIT AND LIQUIDITY SUPPORT. Issuers may employ various forms of
credit and liquidity enhancement, including letters of credit,
guarantees, puts and demand features, and insurance, provided by
foreign or domestic entities such as banks and other financial
institutions. These arrangements expose a fund to the credit risk of
the entity providing the credit or liquidity support. Changes in the
credit quality of the provider could affect the value of the security
and a fund's share price.
FOREIGN EXPOSURE. Securities issued by foreign entities, including
foreign governments, corporations, and banks, and securities issued by
U.S. entities with substantial foreign operations may involve
additional risks and considerations. Likewise, securities for which
foreign entities provide credit or liquidity support may involve
different risks than those supported by domestic entities. Extensive
public information about the foreign entity may not be available, and
unfavorable political, economic, or governmental developments in the
foreign country involved could affect the repayment of principal or
payment of interest.
ASSET-BACKED SECURITIES include interests in pools of mortgages,
loans, receivables, or other assets. Payment of principal and interest
may be largely dependent upon the cash flows generated by the assets
backing the securities.
VARIABLE AND FLOATING RATE SECURITIES have interest rates that are
periodically adjusted either at specific intervals or whenever a
benchmark rate changes. These interest rate adjustments are designed
to help stabilize the security's 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.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a
security at one price and simultaneously agrees to sell it back at a
higher price. Delays or losses could result if the other party to the
agreement defaults or becomes insolvent.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
fund temporarily transfers possession of a portfolio instrument to
another party in return for cash. This could increase the risk of
fluctuation in the fund's yield or in the market value of its assets.
OTHER MONEY MARKET SECURITIES may include commercial paper,
certificates of deposit, bankers' acceptances, and time deposits.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire
land, equipment, or facilities. If the municipality stops making
payments or transfers its obligations to a private entity, the
obligation could lose value or become taxable.
OTHER MUNICIPAL SECURITIES may include obligations of U.S. territories
and possessions such as Guam, the Virgin Islands, and Puerto Rico, and
their political subdivisions and public corporations.
PUT FEATURES entitle the holder to put (sell back) a security to the
issuer or another party. In exchange for this benefit, a fund may
accept a lower interest rate. The credit quality of the investment may
be affected by the creditworthiness of the put provider. Demand
features, standby commitments, and tender options are types of put
features.
PRIVATE ENTITIES may be involved in some municipal securities. For
example, industrial revenue bonds are backed by private entities, and
resource recovery bonds often involve private corporations. The
viability of a project or tax incentives could affect the value and
credit quality of these securities.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined
by FMR, under the supervision of the Board of Trustees, to be
illiquid, which means that they may be difficult to sell promptly at
an acceptable price. The sale of some illiquid securities, and some
other securities, may be subject to legal restrictions. Difficulty in
selling securities may result in a loss or may be costly to a fund.
RESTRICTIONS: A fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities.
WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS are trading
practices in which payment and delivery for the security take place at
a later date than is customary for that type of security. The market
value of the security could change during this period.
FINANCIAL SERVICES INDUSTRY. Companies in the financial services
industry are subject to various risks related to that industry, such
as government regulation, changes in interest rates, and exposure on
loans, including loans to foreign borrowers. If a fund invests
substantially in this industry, its performance may be affected by
conditions affecting the industry.
RESTRICTIONS: Each of Domestic Portfolio, Rated Money Market Portfolio
and Money Market Portfolio will invest more than 25% of its total
assets in the financial services industry.
CASH MANAGEMENT. A fund may invest in money market securities, in
repurchase agreements, and in a money market fund available only to
funds and accounts managed by FMR or its affiliates, whose goal is to
seek a high level of current income (exempt from federal income tax in
the case of a municipal money market fund) while maintaining a stable
$1.00 share price. A major change in interest rates or a default on
the money market fund's investments could cause its share price to
change.
RESTRICTIONS: Tax-Exempt Portfolio will not invest in a money market
fund. Tax-Exempt Portfolio does not currently intend to invest in
repurchase agreements. Treasury Only Portfolio, Treasury Portfolio,
Government Portfolio, Domestic Portfolio, Rated Money Market
Portfolio, and Money Market Portfolio do not currently intend to
invest in a money market fund.
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
or type of project. Economic, business, or political changes can
affect all securities of a similar type.
RESTRICTIONS: Each of Domestic Portfolio, Rated Money Market Portfolio
and Money Market Portfolio may not invest more than 5% of their total
assets in any one issuer, except that each fund may invest up to 25%
of its total assets in the highest quality securities of a single
issuer for up to three business days. These limitations do not apply
to U.S. Government securities or to securities of other investment
companies.
With respect to 75% of its total assets, Tax-Exempt Portfolio may not
purchase a security if, as a result, more than 5% of its total assets
would be invested in the securities of a single issuer. This
limitation does not apply to U.S. Government securities or to
securities of other investment companies.
Tax-Exempt Portfolio may invest more than 25% of its total assets in
tax-free securities that finance similar types of projects.
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.
RESTRICTIONS: Each of Government Portfolio, Domestic Portfolio, Rated
Money Market Portfolio, and Money Market Portfolio may borrow only for
temporary or emergency purposes, or engage in reverse repurchase
agreements, but not in an amount exceeding 331/3% of its total assets.
Each of Treasury Only Portfolio, Treasury Portfolio, and Tax-Exempt
Portfolio may borrow only for temporary or emergency purposes, but not
in an amount exceeding 331/3% of its total assets.
LENDING. A fund may lend money to other funds advised by FMR or its
affiliates.
RESTRICTIONS: Loans, in the aggregate, may not exceed 331/3% of a
fund's total assets. Treasury Only Portfolio, Treasury Portfolio,
Government Portfolio, and Tax-Exempt Portfolio do not lend money to
other funds advised by FMR.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages
are fundamental, that is, subject to change only by shareholder
approval. The following paragraphs restate all those that are
fundamental. All policies stated throughout this prospectus, other
than those identified in the following paragraphs, can be changed
without shareholder approval.
Treasury Only Portfolio seeks as high a level of current income as is
consistent with the security of principal and liquidity, and to
maintain a constant net asset value per share (NAV) of $1.00.
Each of Treasury Portfolio, Government Portfolio, Domestic Portfolio,
Rated Money Market Portfolio, and Money Market Portfolio seeks to
obtain as high a level of current income as is consistent with the
preservation of principal and liquidity within the limitations
prescribed for the fund.
Tax-Exempt Portfolio seeks to obtain as high a level of interest
income exempt from federal income tax as is consistent with a
portfolio of high-quality, short-term municipal obligations selected
on the basis of liquidity and stability of principal. The fund, under
normal conditions, will invest so that at least 80% of its income
distributions is exempt from federal income tax.
With respect to 75% of its total assets, Tax-Exempt Portfolio may not
purchase a security if, as a result, more than 5% of its total assets
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.
Each of Domestic Portfolio, Rated Money Market Portfolio and Money
Market Portfolio will invest more than 25% of its total assets in
obligations of companies in the financial services industry.
Each of Government Portfolio, Domestic Portfolio, Rated Money Market
Portfolio, and Money Market Portfolio may borrow only for temporary or
emergency purposes, or engage in reverse repurchase agreements, but
not in an amount exceeding 331/3% of its total assets. Tax-Exempt
Portfolio may borrow only for temporary or emergency purposes, but not
in an amount exceeding 331/3% of its total assets.
Loans, in the aggregate, may not exceed 331/3% of a fund's total
assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of each class's assets are reflected in
that class's share price or dividends; they are neither billed
directly to shareholders nor deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments
and business affairs. FMR in turn pays fees to an affiliate who
provides assistance with these services. Each fund also pays OTHER
EXPENSES, which are explained on page .
FMR may, from time to time, agree to reimburse the funds for
management fees and other expenses 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 at any time without notice, can
decrease a fund's expenses and boost its performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. Each
fund pays a fee at an annual rate of 0.20% of its average net assets.
Prior to May 31, 1997 and January 1, 1998, Treasury Only Portfolio and
Rated Money Market Portfolio, respectively, each paid FMR a management
fee at an annual rate of 0.42% of its average net assets and FMR paid
all of the other expenses of each fund with limited exceptions.
FIMM is the funds' sub-adviser and has primary responsibility for
managing their investments. FMR is responsible for providing other
management services. FMR pays FIMM 50% of its management fee (before
expense reimbursements) for FIMM's services. FMR paid FIMM and FMR
Texas Inc., the predecessor company to FIMM, annualized fees equal to
0.12% and 0.10%, respectively of Treasury Only Portfolio's, 0.10% and
0.10%, respectively of Treasury Portfolio's, 0.10% and 0.10%,
respectively of Government Portfolio's, 0.10% and 0.10%, respectively
of Domestic Portfolio's, 0.20% and 0.10%, respectively of Rated Money
Market Portfolio's, 0.10% and 0.10%, respectively of Money Market
Portfolio's, and 0.10% and 0.10%, respectively of Tax-Exempt
Portfolio's average net assets for the fiscal year ended March 31,
1998.
OTHER EXPENSES
While the management fee is a significant component of each fund's
annual operating costs, the funds have other expenses as well.
FIIOC performs transfer agency, dividend disbursing and shareholder
servicing functions for Class I of the Taxable Funds. Fidelity Service
Company, Inc. (FSC) calculates the net asset value per share (NAV) and
dividends for Class I of the Taxable Funds and maintains the general
accounting records for each Taxable Fund.
For the fiscal year ended March 31, 1998, transfer agency and pricing
and bookkeeping fees paid (as a percentage of average net assets) for
the Taxable Funds amounted to the following.
TRANSFER AGENCY PRICING AND
FEES PAID BY BOOKKEEPING
CLASS I FEES PAID BY
FUND

TREASURY ONLY PORTFOLIO 0.04%* 0.01%*

TREASURY PORTFOLIO 0.03% 0.01%

GOVERNMENT PORTFOLIO 0.03% 0.01%

DOMESTIC PORTFOLIO 0.04% 0.01%

RATED MONEY MARKET PORTFOLIO 0.03%* 0.02%*

MONEY MARKET PORTFOLIO 0.02% 0.01%

* ANNUALIZED
UMB is the transfer and service agent for Tax-Exempt Portfolio. UMB
has entered into a sub-agreement with FIIOC. FIIOC performs transfer
agency, dividend disbursing and shareholder servicing functions for
Class I of Tax-Exempt Portfolio. UMB has also entered into a
sub-agreement with FSC. FSC calculates the NAV and dividends for Class
I of Tax-Exempt Portfolio and maintains the general accounting records
for Tax-Exempt Portfolio. Under the terms of the sub-agreements, FIIOC
and FSC receive all related fees paid to UMB by Class I of Tax-Exempt
Portfolio.
For the fiscal year ended March 31, 1998, transfer agency and pricing
and bookkeeping fees paid (as a percentage of average net assets) for
Tax-Exempt Portfolio amounted to the following.
TRANSFER AGENCY PRICING AND
FEES PAID BY BOOKKEEPING
CLASS I FEES PAID BY
FUND

TAX-EXEMPT PORTFOLIO 0.03% 0.01%

Each fund also pays other expenses, such as legal, audit, and
custodian fees; in some instances, proxy solicitation costs; and the
compensation of trustees who are not affiliated with Fidelity.
Class I of each fund has adopted a DISTRIBUTION AND SERVICE PLAN. Each
plan 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 the distribution of Class I
shares. FMR, directly or through FDC, may make payments to third
parties, such as banks or broker-dealers, that engage in the sale of,
or provide shareholder support services for, the funds' Class I
shares. Currently, the Board of Trustees of each fund has authorized
such payments.
YOUR ACCOUNT

If you invest through an investment professional, your investment
professional, including a broker-dealer or financial institution, may
charge you a transaction fee with respect to the purchase and sale of
fund shares. Read your investment professional's program materials in
conjunction with this prospectus for additional service features or
fees that may apply. Certain features of the funds, such as minimum
initial or subsequent investment amounts, may be modified.
HOW TO BUY SHARES
THE PRICE TO BUY ONE SHARE of Class I is the class's NAV. Each fund is
managed to keep its NAV stable at $1.00. Class I shares are sold
without a sales charge.
Your shares will be purchased at the next NAV calculated after your
order is received in proper form. Class I's NAV is normally calculated
each business day at the time indicated in the table below.
FUND NAV CALCULATION TIMES
(EASTERN TIME)

TREASURY ONLY PORTFOLIO 2:00 P.M.

TREASURY PORTFOLIO 5:00 P.M.

GOVERNMENT PORTFOLIO 5:00 P.M.

DOMESTIC PORTFOLIO 5:00 P.M.

RATED MONEY MARKET PORTFOLIO 5:00 P.M.

MONEY MARKET PORTFOLIO 3:00 P.M.

TAX-EXEMPT PORTFOLIO 12:00 NOON

Each fund reserves the right to reject any specific purchase order,
including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they
would disrupt the management of a fund.
It is the responsibility of your investment professional to transmit
your order to buy shares to Fidelity before the close of business on
the day you place your order.
Share certificates are not available for Class I shares.
IF YOU ARE NEW TO FIDELITY, an initial investment must be preceded or
accompanied by a completed, signed application, which should be
forwarded to:
Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Place a purchase order and wire money into your
account, or
(small solid bullet) Open an account by exchanging from the same class
of any fund that is offered through this prospectus.
INVESTMENTS IN THE FUNDS MUST BE MADE USING THE FEDERAL RESERVE WIRE
SYSTEM. Checks and Automated Clearing House payments will not be
accepted as a means of investment.
For wiring information and instructions, you should call the
investment professional through which you trade or if you trade
directly through Fidelity, call Fidelity Client Services at
1-800-843-3001. There is no fee imposed by the funds for wire
purchases. However, if you buy shares through an investment
professional, the investment professional may impose a fee for wire
purchases.
All wires must be received in proper form by the transfer agent at the
applicable fund's designated wire bank before the close of the Federal
Reserve Wire System on the day of purchase.
You are advised to wire funds as early in the day as possible and to
provide advance notice to Fidelity Client Services for large
purchases.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $1,000,000*
MINIMUM BALANCE $1,000,000
*THE MINIMUM INITIAL INVESTMENT OF $1 MILLION MAY BE WAIVED IF YOUR
AGGREGATE BALANCE IN THE FIDELITY INSTITUTIONAL MONEY MARKET FUNDS IS
GREATER THAN $10 MILLION. PLEASE CONTACT FIDELITY CLIENT SERVICES FOR
MORE INFORMATION REGARDING THIS WAIVER.
HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares.
THE PRICE TO SELL ONE SHARE of Class I is the class's NAV.
Your shares will be sold at the next NAV calculated after your order
is received in proper form. Class I's NAV is normally calculated each
business day at the times indicated in the table on page .
It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of business on
the day you place your order.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least
$1,000,000 worth of shares in the account to keep it open.
You must designate on your account application the U.S. commercial
bank account(s) into which you wish the redemption proceeds to be
deposited. Fidelity Client Services will then notify you that this
feature has been activated and that you may request wire redemptions.
You may change the bank account(s) designated to receive redemption
proceeds at any time prior to making a redemption request. You should
send a letter of instruction, including a signature guarantee, to
Fidelity Client Services at the address shown on page 43.
You should be able to obtain a signature guarantee from a bank,
broker, 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.
There is no fee imposed by the funds for wiring of redemption
proceeds. However, if you sell shares through an investment
professional, the investment professional may impose a fee for wire
redemptions.
Redemption proceeds will be wired via the Federal Reserve Wire System
to your bank account of record. If your redemption request is received
in proper form by the transfer agent before the NAV is calculated,
redemption proceeds will normally be wired on that day.
A fund reserves the right to take up to seven days to pay you if
making immediate payment would adversely affect the fund.
You are advised to place your trades as early in the day as possible,
and to provide advance notice to Fidelity Client Services for large
redemptions.
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your
account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that the transfer agent sends to you include
the following:
(small solid bullet) Confirmation statements (after every transaction,
except a reinvestment, that affects your account balance or your
account registration)
(small solid bullet) Account statements (monthly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed, even if you have more than one account in
a fund. Call Fidelity Client Services at 1-800-843-3001 if you need
additional copies of financial reports, prospectuses or historical
account information.
SUB-ACCOUNTING AND SPECIAL SERVICES. Special processing has been
arranged with FIIOC for institutions that wish to open multiple
accounts (a master account and sub-accounts). You may be required to
enter into a separate agreement with FIIOC. Charges for these
services, if any, will be determined based on the level of services to
be rendered.
SHAREHOLDER AND ACCOUNT POLICIES

DIVIDENDS, CAPITAL GAINS, AND TAXES
Each fund distributes substantially all of its net investment income
and capital gains, if any, to shareholders each year. Income dividends
are declared daily and paid monthly.
Income dividends declared are accrued daily throughout the month and
are normally distributed on the first business day of the following
month. However, dividends relating to Class I shares redeemed if you
close your account during the month may be distributed on the day your
account is closed. Each fund reserves the right to limit this service.
DISTRIBUTION OPTIONS
When you open an account, specify on your account application how you
want to receive your distributions. Class I offers two options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions,
if any, will be automatically reinvested in additional shares of the
same class of the fund. If you do not indicate a choice on your
application, you will be assigned this option.
2. CASH OPTION. You will be sent a wire for your dividend and capital
gain distributions, if any.
Dividends will be reinvested at each fund's Class I NAV on the last
day of the month. Capital gain distributions, if any, will be
reinvested at the NAV as of the record date of the distribution.
TAXES
As with any investment, you should consider how an investment in the
funds could affect you. Below are some of the funds' tax implications.
TAXES ON DISTRIBUTIONS. Interest income that Tax-Exempt Portfolio
earns is distributed to shareholders as income dividends. Interest
that is federally tax-free remains tax-free when it is distributed.
Distributions from the Taxable Funds, however, are subject to federal
income tax and may also be subject to state or local taxes. If you
live outside the United States, your distributions from these funds
could also be taxed by the country in which you reside.
For federal tax purposes, income and short-term capital gains from
each Taxable Fund are distributed as dividends and taxed as ordinary
income; capital gain distributions, if any, are taxed as long-term
capital gains.
However, for shareholders of Tax-Exempt Portfolio, gain on the sale of
tax-free bonds results in taxable distributions. Short-term capital
gains and a portion of the gain on bonds purchased at a discount are
distributed as dividends and taxed as ordinary income; capital gain
distributions, if any, are taxed as long-term capital gains.
Mutual fund dividends from U.S. Government securities are generally
free from state and local income taxes. However, particular states may
limit this benefit, and some types of securities, such as repurchase
agreements and some agency-backed securities, may not qualify for the
benefit. In addition, some states may impose intangible property
taxes. You should consult your own tax adviser for details and
up-to-date information on the tax laws in your state.
For the fiscal year ended March 31, 1998, 100% of Treasury Only
Portfolio's, 25.20% of Treasury Portfolio's and 18.44% of Government
Portfolio's income distributions were derived from interest on U.S.
Government securities which is generally exempt from state income tax.
Distributions are taxable when they are paid, whether you take them in
cash or reinvest them. However, distributions declared in December and
paid in January are taxable as if they were paid on December 31.
Every January, Fidelity will send you and the IRS a statement showing
the tax characterization of distributions paid to you in the previous
year.
A portion of Tax-Exempt Portfolio's dividends may be free from state
or local taxes. Income from investments in your state are often
tax-free to you. Each year, the transfer agent will send you a
breakdown of Tax-Exempt Portfolio's income from each state to help you
calculate your taxes.
During the fiscal year ended March 31, 1998, 100% of Tax-Exempt
Portfolio's income dividends was free from federal income tax
There are tax requirements that all funds must follow in order to
avoid federal taxation. In its effort to adhere to these requirements,
a fund may have to limit its investment activity in some types of
instruments.
TRANSACTION DETAILS
EACH FUND IS OPEN FOR BUSINESS each day that the Federal Reserve Bank
of Kansas City (Kansas City Fed) (for Tax-Exempt Portfolio) or the
Federal Reserve Bank of New York (New York Fed) (for the Taxable
Funds), the NYSE and the principal bond markets (as recommended by the
Bond Market Association) are open. The following holiday closings have
been scheduled for 1998: New Year's Day, Martin Luther King's
Birthday, Presidents' Day, Good Friday, Memorial Day, Independence Day
(observed), Labor Day, Columbus Day, Veterans Day, Thanksgiving Day,
and Christmas Day. Although FMR expects the same holiday schedule to
be observed in the future, at any time the Kansas City Fed, the New
York Fed or the NYSE may modify its holiday schedule or the Bond
Market Association may modify its recommendation.
To the extent that portfolio securities are traded in other markets on
days when the Kansas City Fed or the New York Fed, the NYSE or the
principal bond markets are closed, each class's NAV may be affected on
days when investors do not have access to the fund to purchase or
redeem shares. Certain Fidelity funds may follow different holiday
closing schedules.
A CLASS'S NAV is the value of a single share. The NAV of Class I of
each fund is computed by adding Class I's pro rata share of the value
of the fund's investments, cash, and other assets, subtracting Class
I's pro rata share of the value of the fund's liabilities, subtracting
the liabilities allocated to Class I, and dividing the result by the
number of Class I shares of that fund that are outstanding. Each fund
values its portfolio securities on the basis of amortized cost. This
method minimizes the effect of changes in a security's market value
and helps each fund maintain a stable $1.00 share price.
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.
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 redeem and
exchange by telephone, call Fidelity Client Services for instructions.
Additional documentation may be required from corporations,
associations, and certain fiduciaries.
EACH FUND RESERVES THE RIGHT to suspend the offering of shares for a
period of time.
TO ALLOW FMR TO MANAGE THE FUNDS MOST EFFECTIVELY, you are urged to
initiate all trades as early in the day as possible and to notify
Fidelity Client Services in advance of large transactions.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your shares will be purchased
at the next NAV calculated after your order is received in proper
form. Note the following:
(small solid bullet) All of your purchases must be made by federal
funds wire; checks will not be accepted for purchases.
(small solid bullet) If your wire is not received in proper form by
the close of the Federal Reserve Wire System on the day of purchase,
you could be liable for any losses or fees a fund or the transfer
agent has incurred or for interest and penalties.
(small solid bullet) Shares begin to earn dividends on the day of
purchase provided (i) you contact Fidelity Client Services and place
your order between 8:30 a.m. and the following times on page and (ii)
the fund's designated wire bank receives the wire in proper form
before the close of the Federal Reserve Wire System on that day.
(small solid bullet) On any day the principal bond markets close
early, as recommended by the Bond Market Association, or the Kansas
City Fed (for Tax-Exempt Portfolio) or the New York Fed (for the
Taxable Funds) close early, a class may advance the time on that day
by which purchase orders must be placed so that shares earn dividends
on the day of purchase.
FUND DIVIDEND TIMES
(EASTERN TIME)

TREASURY ONLY PORTFOLIO 2:00 P.M.

TREASURY PORTFOLIO 5:00 P.M.

GOVERNMENT PORTFOLIO 5:00 P.M.

DOMESTIC PORTFOLIO 5:00 P.M.

RATED MONEY MARKET PORTFOLIO 5:00 P.M.

MONEY MARKET PORTFOLIO 3:00 P.M.

TAX-EXEMPT PORTFOLIO 12:00 NOON

The income declared for Treasury Portfolio, Government Portfolio,
Domestic Portfolio and Rated Money Market Portfolio is based on
estimates of net investment income for the fund. Actual income may
differ from estimates, and differences, if any, will be included in
the calculation of subsequent dividends.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at
the next NAV calculated after your order is received in proper form.
Note the following:
(small solid bullet) Shares earn dividends through the day prior to
the day of redemption. On any day that the principal bond markets
close early (as recommended by the Bond Market Association) or the
Kansas City Fed (for Tax-Exempt Portfolio) or the New York Fed (for
the Taxable Funds) close early, a class may set a time after which
shares earn dividends through the day of redemption. Under such
circumstances, shares redeemed on a Friday or prior to a holiday
continue to earn dividends until the next business day.
(small solid bullet) Redemptions may be suspended or payment dates
postponed when the NYSE is closed (other than weekends and holidays),
when trading on the NYSE is restricted, or as permitted by the SEC.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000,000 you will be given 30
days' notice to reestablish the minimum balance. If you do not
increase your balance, Fidelity reserves the right to close your
account and send the proceeds to you. Your shares will be redeemed at
the NAV on the day your account is closed.
THE TRANSFER AGENT MAY CHARGE A FEE FOR SPECIAL SERVICES, such as
providing historical account documents, that are beyond the normal
scope of its services.
FDC may, at its own expense, provide promotional incentives to
qualified recipients who support the sale of shares of the funds
without reimbursement from the funds. Qualified recipients are
securities dealers who have sold fund shares or others, including
banks and other financial institutions, under special arrangements in
connection with FDC's sales activities. In some instances, these
incentives may be offered only to certain institutions whose
representatives provide services in connection with the sale or
expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder you have the privilege of exchanging Class I shares
of any fund offered through this prospectus at no charge for Class I
shares of any other fund offered through this prospectus.
An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.
BY TELEPHONE. Exchanges may be requested on any day a fund is open for
business by calling Fidelity Client Services at 1-800-843-3001.
BY MAIL. You may exchange shares on any business day by submitting
written instructions with an authorized signature which is on file for
that account. Written requests for exchanges should contain the fund
name, class name, account number, the number of shares to be redeemed,
and the name of the fund and class to be purchased. Written requests
for exchange should be mailed to Fidelity Client Services at the
address on page 43.
WHEN YOU PLACE AN ORDER TO EXCHANGE SHARES, Class I shares will be
redeemed at the next determined NAV after your order is received in
proper form. Shares of the fund to be acquired will be purchased at
its next determined NAV after redemption proceeds are made available.
You should note that, under certain circumstances, a fund may take up
to seven days to make redemption proceeds available for the exchange
purchase of shares of another fund. In addition, please note the
following:
(small solid bullet) Exchanges will not be permitted until a completed
and signed account application is on file.
(small solid bullet) The fund or class you are exchanging into must be
available for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification
number.
(small solid bullet) Before exchanging into a fund or class, read its
prospectus.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Currently, there is no limit on the number of
exchanges out of a fund.
(small solid bullet) Each fund reserves the right to 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.
(small solid bullet) Your exchanges may be restricted or refused if a
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges
that coincides with a "market timing" strategy may be disruptive to a
fund.
Although the funds will attempt to give you prior notice whenever they
are reasonably able to do so, they may impose these restrictions at
any time. The funds reserve the right to terminate or modify the
exchange privilege in the future.
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 SAI,
in connection with the offer contained in this Prospectus. If given or
made, such other information or representations must not be relied
upon as having been authorized by the funds or FDC. This Prospectus
and the related SAI do not constitute an offer by the funds or by FDC
to sell or to buy shares of the funds to any person to whom it is
unlawful to make such offer.
This prospectus is printed on recycled paper using soy-based inks.

Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how
each fund invests and the services available to shareholders.
To learn more about each fund and its investments, you can obtain a
copy of a fund's most recent financial report and portfolio listing,
or a copy of the Statement of Additional Information (SAI) dated May
29, 1998. The SAI has been filed with the Securities and Exchange
Commission (SEC) and is available along with other related materials
on the SEC's Internet Web Site (http://www.sec.gov). The SAI is
incorporated herein by reference (legally forms a part of the
prospectus). For a free copy of either document, contact Fidelity
Client Services 82 Devonshire Street, Boston, MA 02109 at
1-800-843-3001, or your investment professional.
INVESTMENTS IN THE FUNDS ARE NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT A FUND WILL
MAINTAIN A STABLE $1.00 SHARE PRICE.
Mutual fund shares are not deposits or obligations of, or guaranteed
by, any depository institution. Shares are not insured by the FDIC,
Federal Reserve Board, or any other agency, and are subject to
investment risks, including possible loss of principal amount
invested.
LIKE ALL MUTUAL FUNDS, THESE
SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE
COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
IMMII-PRO-0598
702221
PROSPECTUS
FIDELITY
INSTITUTIONAL
MONEY MARKET
FUNDS
TREASURY ONLY
PORTFOLIO
CLASS II
(FUND NUMBER 542)
TREASURY PORTFOLIO
CLASS II
(FUND NUMBER 600)
GOVERNMENT
PORTFOLIO
CLASS II
(FUND NUMBER 604)
DOMESTIC PORTFOLIO
CLASS II
(FUND NUMBER 692)
RATED MONEY
MARKET PORTFOLIO
CLASS II
(FUND NUMBER 619)
MONEY MARKET
PORTFOLIO
CLASS II
(FUND NUMBER 541)
TAX-EXEMPT PORTFOLIO
CLASS II
(FUND NUMBER 544)
MAY 29, 1998(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
CONTENTS

KEY FACTS 2 WHO MAY WANT TO INVEST

3 EXPENSES CLASS II'S YEARLY OPERATING
EXPENSES.

6 FINANCIAL HIGHLIGHTS A SUMMARY OF
EACH FUND'S FINANCIAL DATA.

13 PERFORMANCE

THE FUNDS IN DETAIL 13 CHARTER HOW EACH FUND IS ORGANIZED.

13 INVESTMENT PRINCIPLES AND RISKS EACH
FUND'S OVERALL APPROACH TO INVESTING.

16 BREAKDOWN OF EXPENSES HOW
OPERATING COSTS ARE CALCULATED AND WHAT
THEY INCLUDE.

YOUR ACCOUNT 17 HOW TO BUY SHARES OPENING AN
ACCOUNT AND MAKING ADDITIONAL
INVESTMENTS.

18 HOW TO SELL SHARES TAKING MONEY OUT
AND CLOSING YOUR ACCOUNT.

18 INVESTOR SERVICES SERVICES TO HELP YOU
MANAGE YOUR ACCOUNT.

SHAREHOLDER AND ACCOUNT 18 DIVIDENDS, CAPITAL GAINS, AND TAXES
POLICIES

19 TRANSACTION DETAILS SHARE PRICE
CALCULATIONS AND THE TIMING OF PURCHASES
AND REDEMPTIONS.

20 EXCHANGE RESTRICTIONS

KEY FACTS

WHO MAY WANT TO INVEST
Each fund offers institutional and corporate investors a convenient
and economical way to invest in a professionally managed portfolio of
money market instruments.
Each fund is designed for investors who would like to earn current
income while preserving the value of their investment.
The rate of income will vary from day to day, generally reflecting
short-term interest rates.
Each fund is managed to keep its share price stable at $1.00. Each of
Treasury Only Portfolio, Treasury Portfolio and Government Portfolio
offers an added measure of safety with its focus on U.S. Government or
Treasury securities.
These funds do not constitute a balanced investment plan. However,
because they emphasize stability, they could be well-suited for a
portion of your investments.
Each fund is composed of multiple classes of shares. All classes of a
fund have a common investment objective and investment portfolio.
Class I shares do not have a sales charge and do not pay a
distribution fee. Class II shares do not have a sales charge, but do
pay a 0.15% distribution fee. Class III shares do not have a sales
charge, but do pay a 0.25% distribution fee. Because Class I shares
have no sales charge and do not pay a distribution fee, Class I shares
are expected to have a higher total return than Class II and Class III
shares. You may obtain more information about Class I and Class III
shares, which are not offered through this prospectus, from your
investment professional, or by calling Fidelity Client Services at
1-800-843-3001. Contact your investment professional to discuss which
class is appropriate for you.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you may pay when you buy
or sell Class II shares of a fund.
SALES CHARGE ON PURCHASES AND NONE
REINVESTED DISTRIBUTIONS

DEFERRED SALES CHARGE ON REDEMPTIONS NONE

ANNUAL OPERATING EXPENSES are paid out of each fund's assets. Each
fund pays a management fee to Fidelity Management & Research Company
(FMR). In addition, each fund is responsible for certain other
expenses.
12b-1 fees are paid by Class II of each fund to the distributor for
services and expenses in connection with the distribution of Class II
shares of each fund.
Class II's expenses are factored into its share price or dividends and
are not charged directly to shareholder accounts (see "Breakdown of
Expenses" on page ).
The following figures are based on historical expenses, adjusted to
reflect current fees, of Class II of each fund and are calculated as a
percentage of average net assets of Class II of each fund.
TREASURY ONLY PORTFOLIO
MANAGEMENT FEE 0.20%

12B-1 FEE (DISTRIBUTION FEE) 0.15%

OTHER EXPENSES 0.00%A

TOTAL OPERATING EXPENSES 0.35%A

TREASURY PORTFOLIO
MANAGEMENT FEE 0.20%

12B-1 FEE (DISTRIBUTION FEE) 0.15%

OTHER EXPENSES 0.00%A

TOTAL OPERATING EXPENSES 0.35%A

GOVERNMENT PORTFOLIO
MANAGEMENT FEE 0.20%

12B-1 FEE (DISTRIBUTION FEE) 0.15%

OTHER EXPENSES 0.00%A

TOTAL OPERATING EXPENSES 0.35%A

DOMESTIC PORTFOLIO
MANAGEMENT FEE 0.20%

12B-1 FEE (DISTRIBUTION FEE) 0.15%

OTHER EXPENSES 0.00%A

TOTAL OPERATING EXPENSES 0.35%A

RATED MONEY MARKET PORTFOLIO
MANAGEMENT FEE 0.20%

12B-1 FEE (DISTRIBUTION FEE) 0.15%

OTHER EXPENSES 0.00%A

TOTAL OPERATING EXPENSES 0.35%A

MONEY MARKET PORTFOLIO
MANAGEMENT FEE 0.18%A

12B-1 FEE (DISTRIBUTION FEE) 0.15%

OTHER EXPENSES 0.00%A

TOTAL OPERATING EXPENSES 0.33%A

TAX-EXEMPT PORTFOLIO
MANAGEMENT FEE 0.20%

12B-1 FEE (DISTRIBUTION FEE) 0.15%

OTHER EXPENSES 0.00%A

TOTAL OPERATING EXPENSES 0.35%A

A AFTER EXPENSE REDUCTIONS.
EXPENSE TABLE EXAMPLE: You would pay the following amount in total
expenses on a $1,000 investment in Class II shares of a fund, assuming
a 5% annual return and full redemption at the end of each time period.
Total expenses shown below include any shareholder transaction
expenses and Class II's annual operating expenses.
1 3 5 10
YEAR YEARS YEARS YEARS

TREASURY ONLY $ 4 $ 11 $ 20 $ 44

TREASURY $ 4 $ 11 $ 20 $ 44

GOVERNMENT $ 4 $ 11 $ 20 $ 44

DOMESTIC $ 4 $ 11 $ 20 $ 44

RATED MONEY MARKET $ 4 $ 11 $ 20 $ 44

MONEY MARKET $ 3 $ 11 $ 19 $ 42

TAX-EXEMPT $ 4 $ 11 $ 20 $ 44

THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO
SUGGEST ACTUAL OR EXPECTED EXPENSES OR RETURNS, ALL OF WHICH MAY VARY.
FMR has voluntarily agreed to reimburse Class II of each fund to the
extent that total operating expenses (excluding interest, taxes,
brokerage commissions, extraordinary expenses and 12b-1 fees), as a
percentage of its respective average net assets, exceed 0.20% (0.18%
for Money Market Portfolio). If these agreements were not in effect,
the management fee, other expenses and total operating expenses, as a
percentage of average net assets, would have been the following
amounts:

MANAGEMENT FEE OTHER EXPENSES TOTAL OPERATING
CLASS II CLASS II EXPENSES
CLASS II

TREASURY ONLY PORTFOLIO 0.20% 0.11% 0.46%

TREASURY PORTFOLIO 0.20% 0.07% 0.42%

GOVERNMENT PORTFOLIO 0.20% 0.12% 0.47%

DOMESTIC PORTFOLIO 0.20% 0.21% 0.56%

RATED MONEY MARKET PORTFOLIO 0.20% 0.23%B 0.58%

MONEY MARKET PORTFOLIO 0.20% 0.10% 0.45%

TAX-EXEMPT PORTFOLIO 0.20% 0.18% 0.53%

SELECTED PER-SHARE DATA AND RATIOS

YEARS ENDED MARCH 31 1998 1997 1996A

NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .051 .049 .020

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.051) (.049) (.020)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000

TOTAL RETURNB 5.18% 5.01% 2.04%

NET ASSETS, END OF PERIOD (000 OMITTED) $ 36,847 $ 56,502 $ 102

RATIO OF EXPENSES TO AVERAGE NET ASSETS .35%C .35%C .35%C,E

RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER EXPENSE REDUCTIONS .35% .34%D .35%E

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.05% 4.94% 5.03%E

SELECTED PER-SHARE DATA AND RATIOS

YEARS ENDED MARCH 31 1998 1997 1996A

NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .053 .050 .021

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.053) (.050) (.021)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000

TOTAL RETURNB 5.40% 5.14% 2.14%

NET ASSETS, END OF PERIOD (000 OMITTED) $ 410,383 $ 89,801 $ 40,470

RATIO OF EXPENSES TO AVERAGE NET ASSETS .35%C .35%C .35%C,D

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.25% 5.01% 5.18%D

SELECTED PER-SHARE DATA AND RATIOS

YEARS ENDED MARCH 31 1998 1997 1996A

NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .053 .051 .021

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.053) (.051) (.021)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000

TOTAL RETURNB 5.45% 5.22% 2.16%

NET ASSETS, END OF PERIOD (000 OMITTED) $ 151,951 $ 108,636 $ 102

RATIO OF EXPENSES TO AVERAGE NET ASSETS .35%C .35%C .35%C,D

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.32% 5.10% 5.33%D

SELECTED PER-SHARE DATA AND RATIOS

YEARS ENDED MARCH 31 1998 1997 1996A

NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .054 .051 .021

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.054) (.051) (.021)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000

TOTAL RETURNB 5.49% 5.24% 2.15%

NET ASSETS, END OF PERIOD (000 OMITTED) $ 34,455 $ 4,235 $ 2,105

RATIO OF EXPENSES TO AVERAGE NET ASSETS .35%C .35%C .35%C,D

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.36% 5.10% 5.20%D

SELECTED PER-SHARE DATA AND RATIOS

YEARS ENDED MARCH 31 1998 1997 1996A

NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .053 .051 .021

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.053) (.051) (.021)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000

TOTAL RETURNB 5.48% 5.23% 2.15%

NET ASSETS, END OF PERIOD (000 OMITTED) $ 23,321 $ 14,166 $ 4,709

RATIO OF EXPENSES TO AVERAGE NET ASSETS .35%C .35%C .35%C,D

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.37% 5.14% 5.06%D

SELECTED PER-SHARE DATA AND RATIOS

YEARS ENDED MARCH 31 1998 1997 1996A

NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .054 .051 .022

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.054) (.051) (.022)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000

TOTAL RETURNB 5.52% 5.27% 2.17%

NET ASSETS, END OF PERIOD (000 OMITTED) $ 85,990 $ 167,583 $ 64,200

RATIO OF EXPENSES TO AVERAGE NET ASSETS .33%C .33%C .33%C,D

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.39% 5.16% 5.29%D

SELECTED PER-SHARE DATA AND RATIOS

YEARS ENDED MARCH 31 1998 1997 1996A

NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .034 .032 .013

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.034) (.032) (.013)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000

TOTAL RETURNB 3.44% 3.25% 1.34%

NET ASSETS, END OF PERIOD (000 OMITTED) $ 30,829 $ 60,247 $ 968

RATIO OF EXPENSES TO AVERAGE NET ASSETS .35%C .35%C .35%C,D

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 3.41% 3.21% 3.17%D

A NOVEMBER 6, 1995 (COMMENCEMENT OF SALE OF CLASS II SHARES) TO MARCH
31, 1996
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D ANNUALIZED
PERFORMANCE
Money market fund performance can be measured as TOTAL RETURN or
YIELD.
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment over a given
period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated
period of time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate
of return that, if achieved annually, would have produced the same
cumulative total return if performance had been constant over the
entire period. Average annual total returns smooth out variations in
performance; they are not the same as actual year-by-year results.
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. When a
yield assumes that income earned is reinvested, it is called an
EFFECTIVE YIELD.
A TAX-EQUIVALENT YIELD shows what an investor would have to earn
before taxes to equal a tax-free yield.
SEVEN-DAY YIELD illustrates the income earned by an investment in a
money market fund over a recent seven-day period. Since money market
funds maintain a stable $1.00 share price, current seven-day yields
are the most common illustration of money market fund performance.
The funds' performance and holdings are detailed twice a year in
financial reports, which are sent to all shareholders. For current
performance call Fidelity Client Services at 1-800-843-3001.
THE FUNDS IN DETAIL

CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders'
money and invests it toward a specified goal. Each fund is a
diversified fund of Colchester Street Trust, an open-end management
investment company organized as a Delaware business trust on June 20,
1991.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet periodically throughout the year to oversee the
funds' activities, review contractual arrangements with companies that
provide services to the funds, and review the funds' performance. The
trustees serve as trustees for other Fidelity funds. The majority of
trustees are not otherwise affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL SHAREHOLDER MEETINGS AND MAIL PROXY
MATERIALS. These meetings may be called to elect or remove trustees,
change fundamental policies, approve a management contract, or for
other purposes. Shareholders not attending these meetings are
encouraged to vote by proxy. The transfer agent will mail proxy
materials in advance, including a voting card and information about
the proposals to be voted on. The number of votes you are entitled to
is based upon the dollar value of your investment.
Separate votes are taken by each class of shares, fund, or trust, if a
matter affects just that class of shares, fund, or trust,
respectively.
FMR AND ITS AFFILIATES
Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business
address at 82 Devonshire Street, Boston, Massachusetts 02109. It
includes a number of different subsidiaries and divisions which
provide a variety of financial services and products. The funds employ
various Fidelity companies to perform activities required for their
operation.
The funds are managed by FMR, which handles their business affairs.
Fidelity Investments Money Management, Inc. (FIMM), located in
Merrimack, New Hampshire, has primary responsibility for providing
investment management services.
As of March 31, 1998, FMR advised funds having approximately 36
million shareholder accounts with a total value of more than $589
billion.
Fidelity investment personnel may invest in securities for their own
accounts pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets
Fidelity's funds and services.
Fidelity Investments Institutional Operations Company, Inc. (FIIOC)
performs transfer agent servicing functions for Class II of Treasury
Only Portfolio, Treasury Portfolio, Government Portfolio, Domestic
Portfolio, Rated Money Market Portfolio, and Money Market Portfolio
(the Taxable Funds). UMB Bank, n.a. (UMB) is the transfer agent for
Tax-Exempt Portfolio, and is located at 1010 Grand Avenue, Kansas
City, Missouri. UMB employs FIIOC to perform transfer agent servicing
functions for Class II of Tax-Exempt Portfolio.
FMR Corp. is the ultimate parent company of FMR and FIMM. Members of
the Edward C. Johnson 3d family are the predominant owners of a class
of shares of common stock representing approximately 49% of the voting
power of FMR Corp. Under the Investment Company Act of 1940 (the 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, the Johnson family may be deemed under the 1940 Act to form
a controlling group with respect to FMR Corp.
As of March 31, 1998, approximately 27.41% of Treasury Portfolio's
total outstanding shares were held by The Bank of New York.
To carry out the funds' transactions, FMR may use its broker-dealer
affiliates and other firms that sell fund shares, provided that a fund
receives services and commission rates comparable to those of other
broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
TREASURY ONLY PORTFOLIO seeks to earn a high level of current income
while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in U.S.
Treasury securities. The fund does not enter into repurchase
agreements or reverse repurchase agreements. The fund will invest in
those securities whose interest is specifically exempt from state and
local income taxes under federal law; such interest is not exempt from
federal income tax.
TREASURY PORTFOLIO seeks to earn a high level of current income while
maintaining a stable $1.00 share price by investing in high-quality,
short-term securities. The fund invests only in U.S. Treasury
securities and repurchase agreements for these securities. The fund
does not enter into reverse repurchase agreements.
GOVERNMENT PORTFOLIO seeks to earn a high level of current income
while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in U.S.
Government securities and repurchase agreements for these securities.
The fund also may enter into reverse repurchase agreements.
DOMESTIC PORTFOLIO seeks to earn a high level of current income while
maintaining a stable $1.00 share price by investing in high-quality,
short-term securities. The fund invests only in the highest-quality
U.S. dollar-denominated money market securities of domestic issuers,
including U.S. Government securities and repurchase agreements.
Securities are "highest-quality" if rated in the highest rating
category by at least two nationally recognized rating services, or by
one if only one rating service has rated a security, or, if unrated,
determined to be of equivalent quality by FMR. The fund also may enter
into reverse repurchase agreements.
RATED MONEY MARKET PORTFOLIO seeks to earn a high level of current
income while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in U.S.
dollar-denominated money market securities of domestic and foreign
issuers rated in the highest rating category by at least two
nationally recognized rating services, U.S. Government securities, and
repurchase agreements. The fund also may enter into reverse repurchase
agreements.
MONEY MARKET PORTFOLIO seeks to earn a high level of current income
while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in the
highest-quality U.S. dollar-denominated money market securities of
domestic and foreign issuers, including U.S. Government securities and
repurchase agreements. Securities are "highest-quality" if rated in
the highest rating category by at least two nationally recognized
rating services, or by one if only one rating service has rated a
security, or, if unrated, determined to be of equivalent quality by
FMR. The fund also may enter into reverse repurchase agreements.
TAX-EXEMPT PORTFOLIO seeks to earn a high level of current income that
is free from federal income tax while maintaining a stable $1.00 share
price by investing in high-quality, short-term municipal securities of
all types, including securities structured so that they are eligible
investments for the fund. The fund invests in municipal money market
securities rated in the highest category by at least one nationally
recognized rating service and in one of the two highest categories by
another rating service if rated by more than one, or, if unrated,
determined to be of equivalent quality to the highest rating category
by FMR and may invest in securities structured so that they are
eligible investments for the fund. FMR normally invests the fund's
assets so that at least 80% of the fund's income distributions is free
from federal income tax. The fund does not currently intend to
purchase municipal securities whose interest is subject to the federal
alternative minimum tax.
FMR normally invests the fund's assets according to its investment
strategy and does not expect to invest in federally taxable
obligations. The fund also reserves the right to hold a substantial
amount of uninvested cash or to invest more than normally permitted in
federally taxable obligations for temporary, defensive purposes.
Each fund earns income at current money market rates. They stress
preservation of capital, liquidity, and income (tax-free income in the
case of Tax-Exempt Portfolio) and do not seek the higher yields or
capital appreciation that more aggressive investments may provide.
Each fund's yield will vary from day to day, and generally reflects
current short-term interest rates and other market conditions.
It is important to note that neither the funds' share prices nor their
yields are insured or guaranteed by the U.S. Government.
SECURITIES AND INVESTMENT PRACTICES
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. Any restrictions listed supplement those discussed earlier in
this section. A complete listing of each fund's limitations and more
detailed information about each fund's investments are contained in
the funds' SAI. Policies and limitations are considered at the time of
purchase; the sale of instruments is not required in the event of a
subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these
techniques unless it believes that they are consistent with a fund's
investment objective and policies and that doing so will help the fund
achieve its goal. Fund holdings are detailed in each fund's financial
reports, which are sent to shareholders twice a year. For a free SAI
or financial report, call 1-800-843-3001.
MONEY MARKET SECURITIES are high-quality, short-term instruments
issued by the U.S. Government, corporations, financial institutions,
municipalities, local and state governments, and other entities. These
securities may carry fixed, variable, or floating interest rates.
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. If a structure fails to function as intended, adverse tax or
investment consequences may result.
U.S. TREASURY MONEY MARKET SECURITIES are short-term debt obligations
issued by the U.S. Treasury and include bills, notes, and bonds. U.S.
Treasury securities are backed by the full faith and credit of the
United States.
U.S. GOVERNMENT MONEY MARKET SECURITIES are short-term debt
instruments issued or guaranteed by the U.S. Treasury or by an agency
or instrumentality of the U.S. Government. Not all U.S. Government
securities are backed by the full faith and credit of the United
States. For example, U.S. Government securities such as those issued
by Fannie Mae are supported by the instrumentality's right to borrow
money from the U.S. Treasury under certain circumstances. Other U.S.
Government securities, such as those issued by the Federal Farm Credit
Banks Funding Corporation, are supported only by the credit of the
entity that issued them.
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 fully or partially backed by the local government, or by
the credit of a private issuer or the current or anticipated revenues
from specific projects or assets. Because many municipal securities
are issued to finance similar types of projects, especially those
relating to education, health care, housing, transportation, and
utilities, the municipal markets can be affected by conditions in
those sectors. In addition, all municipal securities may be affected
by uncertainties regarding their tax status, legislative changes, or
rights of municipal securities holders. A municipal security may be
owned directly or through a participation interest.
CREDIT AND LIQUIDITY SUPPORT. Issuers may employ various forms of
credit and liquidity enhancement, including letters of credit,
guarantees, puts and demand features, and insurance, provided by
foreign or domestic entities such as banks and other financial
institutions. These arrangements expose a fund to the credit risk of
the entity providing the credit or liquidity support. Changes in the
credit quality of the provider could affect the value of the security
and a fund's share price.
FOREIGN EXPOSURE. Securities issued by foreign entities, including
foreign governments, corporations, and banks, and securities issued by
U.S. entities with substantial foreign operations may involve
additional risks and considerations. Likewise, securities for which
foreign entities provide credit or liquidity support may involve
different risks than those supported by domestic entities. Extensive
public information about the foreign entity may not be available, and
unfavorable political, economic, or governmental developments in the
foreign country involved could affect the repayment of principal or
payment of interest.
ASSET-BACKED SECURITIES include interests in pools of mortgages,
loans, receivables, or other assets. Payment of principal and interest
may be largely dependent upon the cash flows generated by the assets
backing the securities.
VARIABLE AND FLOATING RATE SECURITIES have interest rates that are
periodically adjusted either at specific intervals or whenever a
benchmark rate changes. These interest rate adjustments are designed
to help stabilize the security's 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.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a
security at one price and simultaneously agrees to sell it back at a
higher price. Delays or losses could result if the other party to the
agreement defaults or becomes insolvent.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
fund temporarily transfers possession of a portfolio instrument to
another party in return for cash. This could increase the risk of
fluctuation in the fund's yield or in the market value of its assets.
OTHER MONEY MARKET SECURITIES may include commercial paper,
certificates of deposit, bankers' acceptances, and time deposits.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire
land, equipment, or facilities. If the municipality stops making
payments or transfers its obligations to a private entity, the
obligation could lose value or become taxable.
OTHER MUNICIPAL SECURITIES may include obligations of U.S. territories
and possessions such as Guam, the Virgin Islands, and Puerto Rico, and
their political subdivisions and public corporations.
PUT FEATURES entitle the holder to put (sell back) a security to the
issuer or another party. In exchange for this benefit, a fund may
accept a lower interest rate. The credit quality of the investment may
be affected by the creditworthiness of the put provider. Demand
features, standby commitments, and tender options are types of put
features.
PRIVATE ENTITIES may be involved in some municipal securities. For
example, industrial revenue bonds are backed by private entities, and
resource recovery bonds often involve private corporations. The
viability of a project or tax incentives could affect the value and
credit quality of these securities.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined
by FMR, under the supervision of the Board of Trustees, to be
illiquid, which means that they may be difficult to sell promptly at
an acceptable price. The sale of some illiquid securities, and some
other securities, may be subject to legal restrictions. Difficulty in
selling securities may result in a loss or may be costly to a fund.
RESTRICTIONS: A fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities.
WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS are trading
practices in which payment and delivery for the security take place at
a later date than is customary for that type of security. The market
value of the security could change during this period.
FINANCIAL SERVICES INDUSTRY. Companies in the financial services
industry are subject to various risks related to that industry, such
as government regulation, changes in interest rates, and exposure on
loans, including loans to foreign borrowers. If a fund invests
substantially in this industry, its performance may be affected by
conditions affecting the industry.
RESTRICTIONS: Each of Domestic Portfolio, Rated Money Market Portfolio
and Money Market Portfolio will invest more than 25% of its total
assets in the financial services industry.
CASH MANAGEMENT. A fund may invest in money market securities, in
repurchase agreements, and in a money market fund available only to
funds and accounts managed by FMR or its affiliates, whose goal is to
seek a high level of current income (exempt from federal income tax in
the case of a municipal money market fund) while maintaining a stable
$1.00 share price. A major change in interest rates or a default on
the money market fund's investments could cause its share price to
change.
RESTRICTIONS: Tax-Exempt Portfolio will not invest in a money market
fund. Tax-Exempt Portfolio does not currently intend to invest in
repurchase agreements. Treasury Only Portfolio, Treasury Portfolio,
Government Portfolio, Domestic Portfolio, Rated Money Market
Portfolio, and Money Market Portfolio do not currently intend to
invest in a money market fund.
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
or type of project. Economic, business, or political changes can
affect all securities of a similar type.
RESTRICTIONS: Each of Domestic Portfolio, Rated Money Market Portfolio
and Money Market Portfolio may not invest more than 5% of their total
assets in any one issuer, except that each fund may invest up to 25%
of its total assets in the highest quality securities of a single
issuer for up to three business days. These limitations do not apply
to U.S. Government securities or to securities of other investment
companies.
With respect to 75% of its total assets, Tax-Exempt Portfolio may not
purchase a security if, as a result, more than 5% of its total assets
would be invested in the securities of a single issuer. This
limitation does not apply to U.S. Government securities or to
securities of other investment companies.
Tax-Exempt Portfolio may invest more than 25% of its total assets in
tax-free securities that finance similar types of projects.
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.
RESTRICTIONS: Each of Government Portfolio, Domestic Portfolio, Rated
Money Market Portfolio, and Money Market Portfolio may borrow only for
temporary or emergency purposes, or engage in reverse repurchase
agreements, but not in an amount exceeding 331/3% of its total assets.
Each of Treasury Only Portfolio, Treasury Portfolio and Tax-Exempt
Portfolio may borrow only for temporary or emergency purposes, but not
in an amount exceeding 331/3% of its total assets.
LENDING A fund may lend money to other funds advised by FMR or its
affiliates.
RESTRICTIONS: Loans, in the aggregate, may not exceed 331/3% of a
fund's total assets. Treasury Only Portfolio, Treasury Portfolio,
Government Portfolio, and Tax-Exempt Portfolio do not lend money to
other funds advised by FMR.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages
are fundamental, that is, subject to change only by shareholder
approval. The following paragraphs restate all those that are
fundamental. All policies stated throughout this prospectus, other
than those identified in the following paragraphs, can be changed
without shareholder approval.
Treasury Only Portfolio seeks as high a level of current income as is
consistent with the security of principal and liquidity, and to
maintain a constant net asset value per share (NAV) of $1.00.
Each of Treasury Portfolio, Government Portfolio, Domestic Portfolio,
Rated Money Market Portfolio, and Money Market Portfolio seeks to
obtain as high a level of current income as is consistent with the
preservation of principal and liquidity within the limitations
prescribed for the fund.
Tax-Exempt Portfolio seeks to obtain as high a level of interest
income exempt from federal income tax as is consistent with a
portfolio of high-quality, short-term municipal obligations selected
on the basis of liquidity and stability of principal. The fund, under
normal conditions, will invest so that at least 80% of its income
distributions is exempt from federal income tax.
With respect to 75% of its total assets, Tax-Exempt Portfolio may not
purchase a security if, as a result, more than 5% of its total assets
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.
Each of Domestic Portfolio, Rated Money Market Portfolio and Money
Market Portfolio will invest more than 25% of its total assets in
obligations of companies in the financial services industry.
Each of Government Portfolio, Domestic Portfolio, Rated Money Market
Portfolio and Money Market Portfolio may borrow only for temporary or
emergency purposes, or engage in reverse repurchase agreements, but
not in an amount exceeding 331/3% of its total assets. Tax-Exempt
Portfolio may borrow only for temporary or emergency purposes, but not
in an amount exceeding 331/3% of its total assets.
Loans, in the aggregate, may not exceed 331/3% of a fund's total
assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of each class's assets are reflected in
that class's share price or dividends; they are neither billed
directly to shareholders nor deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments
and business affairs. FMR in turn pays fees to an affiliate who
provides assistance with these services. Each fund also pays OTHER
EXPENSES, which are explained on page .
FMR may, from time to time, agree to reimburse the funds for
management fees and other expenses 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 at any time without notice, can
decrease a fund's expenses and boost its performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. Each
fund pays a fee at an annual rate of 0.20% of its average net assets.
Prior to May 31, 1997 and January 1, 1998, Treasury Only Portfolio and
Rated Money Market Portfolio, respectively, each paid FMR a management
fee at an annual rate of 0.42% of its average net assets and FMR paid
all of the other expenses of each fund with limited exceptions.
FIMM is the funds' sub-adviser and has primary responsibility for
managing their investments. FMR is responsible for providing other
management services. FMR pays FIMM 50% of its management fee (before
expense reimbursements) for FIMM's services. FMR paid FIMM and FMR
Texas Inc., the predecessor company to FIMM, annualized fees equal to
0.12% and 0.10%, respectively of Treasury Only Portfolio's, 0.10% and
0.10%, respectively of Treasury Portfolio's, 0.10% and 0.10%,
respectively of Government Portfolio's, 0.10% and 0.10%, respectively
of Domestic Portfolio's, 0.20% and 0.10%, respectively of Rated Money
Market Portfolio's, 0.10% and 0.10%, respectively of Money Market
Portfolio's, and 0.10% and 0.10%, respectively of Tax-Exempt
Portfolio's average net assets for the fiscal year ended March 31,
1998.
OTHER EXPENSES
While the management fee is a significant component of each fund's
annual operating costs, the funds have other expenses as well.
FIIOC performs transfer agency, dividend disbursing and shareholder
servicing functions for Class II of the Taxable Funds. Fidelity
Service Company, Inc. (FSC) calculates the net asset value per share
(NAV) and dividends for Class II of the Taxable Funds and maintains
the general accounting records for each Taxable Fund.
For the fiscal year ended March 31, 1998, transfer agency and pricing
and bookkeeping fees paid (as a percentage of average net assets) for
the Taxable Funds amounted to the following.
TRANSFER PRICING AND
AGENCY BOOKKEEPING
FEES PAID FEES PAID BY
BY CLASS II FUND

TREASURY ONLY PORTFOLIO 0.03%* 0.01%*

TREASURY PORTFOLIO 0.03% 0.01%

GOVERNMENT PORTFOLIO 0.03% 0.00%

DOMESTIC PORTFOLIO 0.05% 0.01%

RATED MONEY MARKET PORTFOLIO 0.00%* 0.02%*

MONEY MARKET PORTFOLIO 0.02% 0.01%

* ANNUALIZED
UMB is the transfer and service agent for Tax-Exempt Portfolio. UMB
has entered into a sub-agreement with FIIOC. FIIOC performs transfer
agency, dividend disbursing and shareholder servicing functions for
Class II of Tax-Exempt Portfolio. UMB has also entered into a
sub-agreement with FSC. FSC calculates the NAV and dividends for Class
II of Tax-Exempt Portfolio and maintains the general accounting
records for Tax-Exempt Portfolio. Under the terms of the
sub-agreements, FIIOC and FSC receive all related fees paid to UMB by
Class II of Tax-Exempt Portfolio.
For the fiscal year ended March 31, 1998, transfer agency and pricing
and bookkeeping fees paid (as a percentage of average net assets) for
Tax-Exempt Portfolio amounted to the following.
TRANSFER AGENCY PRICING AND
FEES PAID BY BOOKKEEPING
CLASS II FEES PAID BY
FUND

TAX-EXEMPT PORTFOLIO 0.03% 0.01%

Each fund also pays other expenses, such as legal, audit, and
custodian fees; in some instances, proxy solicitation costs; and the
compensation of trustees who are not affiliated with Fidelity.
Class II of each fund has adopted a DISTRIBUTION AND SERVICE PLAN.
Under the plans, Class II of each fund is authorized to pay FDC a
monthly distribution fee as compensation for its services and expenses
in connection with the distribution of Class II shares. Class II of
each fund currently pays FDC a monthly distribution fee at an annual
rate of 0.15% of its average net assets throughout the month.
The Class II plans specifically recognize that FMR may make payments
from its management fee revenue, past profits, or other resources to
FDC for expenses incurred in connection with the distribution of Class
II shares, including payments made to investment professionals that
provide shareholder support services or engage in the sale of Class II
shares. Currently, the Board of Trustees of each fund has authorized
such payments.
YOUR ACCOUNT

If you invest through an investment professional, your investment
professional, including a broker-dealer or financial institution, may
charge you a transaction fee with respect to the purchase and sale of
fund shares. Read your investment professional's program materials in
conjunction with this prospectus for additional service features or
fees that may apply. Certain features of the funds, such as minimum
initial or subsequent investment amounts, may be modified.
HOW TO BUY SHARES
THE PRICE TO BUY ONE SHARE of Class II is the class's NAV. Each fund
is managed to keep its NAV stable at $1.00. Class II shares are sold
without a sales charge.
Your shares will be purchased at the next NAV calculated after your
order is received in proper form. Class II's NAV is normally
calculated each business day at the time indicated in the table below.
FUND NAV CALCULATION
TIMES
(EASTERN TIME)

TREASURY ONLY PORTFOLIO 2:00 P.M.

TREASURY PORTFOLIO 5:00 P.M.

GOVERNMENT PORTFOLIO 5:00 P.M.

DOMESTIC PORTFOLIO 5:00 P.M.

RATED MONEY MARKET PORTFOLIO 5:00 P.M.

MONEY MARKET PORTFOLIO 3:00 P.M.

TAX-EXEMPT PORTFOLIO 12:00 NOON

Each fund reserves the right to reject any specific purchase order,
including certain purchases by exchange. See "Exchange Restrictions"
on page . Purchase orders may be refused if, in FMR's opinion, they
would disrupt the management of a fund.
It is the responsibility of your investment professional to transmit
your order to buy shares to Fidelity before the close of business on
the day you place your order.
Share certificates are not available for Class II shares.
IF YOU ARE NEW TO FIDELITY, an initial investment must be preceded or
accompanied by a completed, signed application, which should be
forwarded to:
Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Place a purchase order and wire money into your
account, or
(small solid bullet) Open an account by exchanging from the same class
of any fund that is offered through this prospectus.
INVESTMENTS IN THE FUNDS MUST BE MADE USING THE FEDERAL RESERVE WIRE
SYSTEM. Checks and Automated Clearing House payments will not be
accepted as a means of investment.
For wiring information and instructions, you should call the
investment professional through which you trade or if you trade
directly through Fidelity, call Fidelity Client Services at
1-800-843-3001. There is no fee imposed by the funds for wire
purchases. However, if you buy shares through an investment
professional, the investment professional may impose a fee for wire
purchases.
All wires must be received in proper form by the transfer agent at the
applicable fund's designated wire bank before the close of the Federal
Reserve Wire System on the day of purchase.
You are advised to wire funds as early in the day as possible and to
provide advance notice to Fidelity Client Services for large
purchases.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $1,000,000*
MINIMUM BALANCE $1,000,000
* THE MINIMUM INITIAL INVESTMENT OF $1 MILLION MAY BE WAIVED IF YOUR
AGGREGATE BALANCE IN THE FIDELITY INSTITUTIONAL MONEY MARKET FUNDS IS
GREATER THAN $10 MILLION. PLEASE CONTACT FIDELITY CLIENT SERVICES FOR
MORE INFORMATION REGARDING THIS WAIVER.
HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares.
THE PRICE TO SELL ONE SHARE of Class II is the class's NAV.
Your shares will be sold at the next NAV calculated after your order
is received in proper form. Class II's NAV is normally calculated each
business day at the times indicated in the table on page .
It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of business on
the day you place your order.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least
$1,000,000 worth of shares in the account to keep it open.
You must designate on your account application the U.S. commercial
bank account(s) into which you wish the redemption proceeds to be
deposited. Fidelity Client Services will then notify you that this
feature has been activated and that you may request wire redemptions.
You may change the bank account(s) designated to receive redemption
proceeds at any time prior to making a redemption request. You should
send a letter of instruction, including a signature guarantee, to
Fidelity Client Services at the address shown on page 17.
You should be able to obtain a signature guarantee from a bank,
broker, 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.
There is no fee imposed by the funds for wiring of redemption
proceeds. However, if you sell shares through an investment
professional, the investment professional may impose a fee for wire
redemptions.
Redemption proceeds will be wired via the Federal Reserve Wire System
to your bank account of record. If your redemption request is received
in proper form by the transfer agent before the NAV is calculated,
redemption proceeds will normally be wired on that day.
A fund reserves the right to take up to seven days to pay you if
making immediate payment would adversely affect the fund.
You are advised to place your trades as early in the day as possible,
and to provide advance notice to Fidelity Client Services for large
redemptions.
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your
account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that the transfer agent sends to you include
the following:
(small solid bullet) Confirmation statements (after every transaction,
except a reinvestment, that affects your account balance or your
account registration)
(small solid bullet) Account statements (monthly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed, even if you have more than one account in
a fund. Call Fidelity Client Services at 1-800-843-3001 if you need
additional copies of financial reports, prospectuses or historical
account information.
SUB-ACCOUNTING AND SPECIAL SERVICES. Special processing has been
arranged with FIIOC for institutions that wish to open multiple
accounts (a master account and sub-accounts). You may be required to
enter into a separate agreement with FIIOC. Charges for these
services, if any, will be determined based on the level of services to
be rendered.
SHAREHOLDER AND ACCOUNT POLICIES

DIVIDENDS, CAPITAL GAINS, AND TAXES
Each fund distributes substantially all of its net investment income
and capital gains, if any, to shareholders each year. Income dividends
are declared daily and paid monthly.
Income dividends declared are accrued daily throughout the month and
are normally distributed on the first business day of the following
month. However, dividends relating to Class II shares redeemed if you
close your account during the month may be distributed on the day your
account is closed. Each fund reserves the right to limit this service.
DISTRIBUTION OPTIONS
When you open an account, specify on your account application how you
want to receive your distributions. Class II offers two options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions,
if any, will be automatically reinvested in additional shares of the
same class of the fund. If you do not indicate a choice on your
application, you will be assigned this option.
2. CASH OPTION. You will be sent a wire for your dividend and capital
gain distributions, if any.
Dividends will be reinvested at each fund's Class II NAV on the last
day of the month. Capital gain distributions, if any, will be
reinvested at the NAV as of the record date of the distribution.
TAXES
As with any investment, you should consider how an investment in the
funds could affect you. Below are some of the funds' tax implications.
TAXES ON DISTRIBUTIONS. Interest income that Tax-Exempt Portfolio
earns is distributed to shareholders as income dividends. Interest
that is federally tax-free remains tax-free when it is distributed.
Distributions from the Taxable Funds, however, are subject to federal
income tax and may also be subject to state or local taxes. If you
live outside the United States, your distributions from these funds
could also be taxed by the country in which you reside.
For federal tax purposes, income and short-term capital gains from
each Taxable Fund are distributed as dividends and taxed as ordinary
income; capital gain distributions, if any, are taxed as long-term
capital gains.
However, for shareholders of Tax-Exempt Portfolio, gain on the sale of
tax-free bonds results in taxable distributions. Short-term capital
gains and a portion of the gain on bonds purchased at a discount are
distributed as dividends and taxed as ordinary income; capital gain
distributions, if any, are taxed as long-term capital gains.
Mutual fund dividends from U.S. Government securities are generally
free from state and local income taxes. However, particular states may
limit this benefit, and some types of securities, such as repurchase
agreements and some agency-backed securities, may not qualify for the
benefit. In addition, some states may impose intangible property
taxes. You should consult your own tax adviser for details and
up-to-date information on the tax laws in your state.
For the fiscal year ended March 31, 1998, 100% of Treasury Only
Portfolio's, 25.20% of Treasury Portfolio's and 18.44% of Government
Portfolio's, income distributions were derived from interest on U.S.
Government securities which is generally exempt from state income tax.
Distributions are taxable when they are paid, whether you take them in
cash or reinvest them. However, distributions declared in December and
paid in January are taxable as if they were paid on December 31.
Every January, Fidelity will send you and the IRS a statement showing
the tax characterization of distributions paid to you in the previous
year.
A portion of Tax-Exempt Portfolio's dividends may be free from state
or local taxes. Income from investments in your state are often
tax-free to you. Each year, the transfer agent will send you a
breakdown of Tax-Exempt Portfolio's income from each state to help you
calculate your taxes.
During the fiscal year ended March 31, 1998, 100% of Tax-Exempt
Portfolio's income dividends was free from federal income tax
There are tax requirements that all funds must follow in order to
avoid federal taxation. In its effort to adhere to these requirements,
a fund may have to limit its investment activity in some types of
instruments.
TRANSACTION DETAILS
EACH FUND IS OPEN FOR BUSINESS each day that the Federal Reserve Bank
of Kansas City (Kansas City Fed) (for Tax-Exempt Portfolio) or the
Federal Reserve Bank of New York (New York Fed) (for the Taxable
Funds), the NYSE and the principal bond markets (as recommended by the
Bond Market Association) are open. The following holiday closings have
been scheduled for 1998: New Year's Day, Martin Luther King's
Birthday, Presidents' Day, Good Friday, Memorial Day, Independence Day
(observed), Labor Day, Columbus Day, Veterans Day, Thanksgiving Day,
and Christmas Day. Although FMR expects the same holiday schedule to
be observed in the future, at any time the Kansas City Fed, the New
York Fed or the NYSE may modify its holiday schedule or the Bond
Market Association may modify its recommendation.
To the extent that portfolio securities are traded in other markets on
days when the Kansas City Fed or the New York Fed, the NYSE or the
principal bond markets are closed, each class's NAV may be affected on
days when investors do not have access to the fund to purchase or
redeem shares. Certain Fidelity funds may follow different holiday
closing schedules.
A CLASS'S NAV is the value of a single share. The NAV of Class II of
each fund is computed by adding Class II's pro rata share of the value
of the fund's investments, cash, and other assets, subtracting Class
II's pro rata share of the value of the fund's liabilities,
subtracting the liabilities allocated to Class II, and dividing the
result by the number of Class II shares of that fund that are
outstanding. Each fund values its portfolio securities on the basis of
amortized cost. This method minimizes the effect of changes in a
security's market value and helps each fund maintain a stable $1.00
share price.
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.
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 redeem and
exchange by telephone, call Fidelity Client Services for instructions.
Additional documentation may be required from corporations,
associations, and certain fiduciaries.
EACH FUND RESERVES THE RIGHT to suspend the offering of shares for a
period of time.
TO ALLOW FMR TO MANAGE THE FUNDS MOST EFFECTIVELY, you are urged to
initiate all trades as early in the day as possible and to notify
Fidelity Client Services in advance of large transactions.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your shares will be purchased
at the next NAV calculated after your order is received in proper
form. Note the following:
(small solid bullet) All of your purchases must be made by federal
funds wire; checks will not be accepted for purchases.
(small solid bullet) If your wire is not received in proper form by
the close of the Federal Reserve Wire System on the day of purchase,
you could be liable for any losses or fees a fund or the transfer
agent has incurred or for interest and penalties.
(small solid bullet) Shares begin to earn dividends on the day of
purchase provided (i) you contact Fidelity Client Services and place
your order between 8:30 a.m. and the following times on page and (ii)
the fund's designated wire bank receives the wire in proper form
before the close of the Federal Reserve Wire System on that day.
(small solid bullet) On any day that the principal bond markets close
early, as recommended by the Bond Market Association, or the Kansas
City Fed (for Tax-Exempt Portfolio) or the New York Fed (for the
Taxable Funds) close early, a class may advance the time on that day
by which purchase orders must be placed so that shares earn dividends
on the day of purchase.
FUND DIVIDEND TIMES
(EASTERN TIME)

TREASURY ONLY PORTFOLIO 2:00 P.M.

TREASURY PORTFOLIO 5:00 P.M.

GOVERNMENT PORTFOLIO 5:00 P.M.

DOMESTIC PORTFOLIO 5:00 P.M.

RATED MONEY MARKET PORTFOLIO 5:00 P.M.

MONEY MARKET PORTFOLIO 3:00 P.M.

TAX-EXEMPT PORTFOLIO 12:00 NOON

The income declared for Treasury Portfolio, Government Portfolio,
Domestic Portfolio and Rated Money Market Portfolio is based on
estimates of net investment income for the fund. Actual income may
differ from estimates, and differences, if any, will be included in
the calculation of subsequent dividends.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at
the next NAV calculated after your order is received in proper form.
Note the following:
(small solid bullet) Shares earn dividends through the day prior to
the day of redemption. On any day that the principal bond markets
close early (as recommended by the Bond Market Association) or the
Kansas City Fed (for Tax-Exempt Portfolio) or the New York Fed (for
the Taxable Funds) close early, a class may set a time after which
shares earn dividends through the day of redemption. Under such
circumstances, shares redeemed on a Friday or prior to a holiday
continue to earn dividends until the next business day.
(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.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000,000 you will be given 30
days' notice to reestablish the minimum balance. If you do not
increase your balance, Fidelity reserves the right to close your
account and send the proceeds to you. Your shares will be redeemed at
the NAV on the day your account is closed.
THE TRANSFER AGENT MAY CHARGE A FEE FOR SPECIAL SERVICES, such as
providing historical account documents, that are beyond the normal
scope of its services.
FDC may, at its own expense, provide promotional incentives to
qualified recipients who support the sale of shares of the funds
without reimbursement from the funds. Qualified recipients are
securities dealers who have sold fund shares or others, including
banks and other financial institutions, under special arrangements in
connection with FDC's sales activities. In some instances, these
incentives may be offered only to certain institutions whose
representatives provide services in connection with the sale or
expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder you have the privilege of exchanging Class II shares
of any fund offered through this prospectus at no charge for Class II
shares of any other fund offered through this prospectus.
An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.
BY TELEPHONE. Exchanges may be requested on any day a fund is open for
business by calling Fidelity Client Services at 1-800-843-3001.
BY MAIL. You may exchange shares on any business day by submitting
written instructions with an authorized signature which is on file for
that account. Written requests for exchanges should contain the fund
name, class name, account number, the number of shares to be redeemed,
and the name of the fund and class to be purchased. Written requests
for exchange should be mailed to Fidelity Client Services at the
address on page 17.
WHEN YOU PLACE AN ORDER TO EXCHANGE SHARES, Class II shares will be
redeemed at the next determined NAV after your order is received in
proper form. Shares of the fund to be acquired will be purchased at
its next determined NAV after redemption proceeds are made available.
You should note that, under certain circumstances, a fund may take up
to seven days to make redemption proceeds available for the exchange
purchase of shares of another fund. In addition, please note the
following:
(small solid bullet) Exchanges will not be permitted until a completed
and signed account application is on file.
(small solid bullet) The fund or class you are exchanging into must be
available for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification
number.
(small solid bullet) Before exchanging into a fund or class, read its
prospectus.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Currently, there is no limit on the number of
exchanges out of a fund.
(small solid bullet) Each fund reserves the right to 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.
(small solid bullet) Your exchanges may be restricted or refused if a
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges
that coincides with a "market timing" strategy may be disruptive to a
fund.
Although the funds will attempt to give you prior notice whenever they
are reasonably able to do so, they may impose these restrictions at
any time. The funds reserve the right to terminate or modify the
exchange privilege in the future.
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 SAI,
in connection with the offer contained in this Prospectus. If given or
made, such other information or representations must not be relied
upon as having been authorized by the funds or FDC. This Prospectus
and the related SAI do not constitute an offer by the funds or by FDC
to sell or to buy shares of the funds to any person to whom it is
unlawful to make such offer.
Please read this prospectus before investing, and keep it on file for
future reference. It contains important information, including how
each fund invests and the services available to shareholders.
To learn more about each fund and its investments, you can obtain a
copy of a fund's most recent financial report and portfolio listing,
or a copy of the Statement of Additional Information (SAI) dated May
29, 1998. The SAI has been filed with the Securities and Exchange
Commission (SEC) and is available along with other related materials
on the SEC's Internet Web Site (http://www.sec.gov). The SAI is
incorporated herein by reference (legally forms a part of the
prospectus). For a free copy of either document, contact Fidelity
Client Services 82 Devonshire Street, Boston, MA 02109 at
1-800-843-3001, or your investment professional.
INVESTMENTS IN THE FUNDS ARE NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT A FUND WILL
MAINTAIN A STABLE $1.00 SHARE PRICE.
Mutual fund shares are not deposits or obligations of, or guaranteed
by, any depository institution. Shares are not insured by the FDIC,
Federal Reserve Board, or any other agency, and are subject to
investment risks, including possible loss of principal amount
invested.
LIKE ALL MUTUAL FUNDS, THESE
SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE
COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
IMMIII-PRO-0598
702323
PROSPECTUS
FIDELITY
INSTITUTIONAL
MONEY MARKET
FUNDS
TREASURY ONLY
PORTFOLIO
CLASS III
(FUND NUMBER 543)
TREASURY PORTFOLIO
CLASS III
(FUND NUMBER 696)
GOVERNMENT
PORTFOLIO
CLASS III
(FUND NUMBER 657)
DOMESTIC PORTFOLIO
CLASS III
(FUND NUMBER 691)
RATED MONEY
MARKET PORTFOLIO
CLASS III
(FUND NUMBER 652)
MONEY MARKET
PORTFOLIO
CLASS III
(FUND NUMBER 659)
TAX-EXEMPT
PORTFOLIO
CLASS III
(FUND NUMBER 684)
MAY 29, 1998(FIDELITY_LOGO_GRAPHIC) 82 DEVONSHIRE STREET, BOSTON, MA
02109
CONTENTS

KEY FACTS 2 WHO MAY WANT TO INVEST

2 EXPENSES CLASS III'S YEARLY OPERATING
EXPENSES.

6 FINANCIAL HIGHLIGHTS A SUMMARY OF
EACH FUND'S FINANCIAL DATA.

13 PERFORMANCE

THE FUNDS IN DETAIL 13 CHARTER HOW EACH FUND IS ORGANIZED.

13 INVESTMENT PRINCIPLES AND RISKS EACH
FUND'S OVERALL APPROACH TO INVESTING.

16 BREAKDOWN OF EXPENSES HOW
OPERATING COSTS ARE CALCULATED AND WHAT
THEY INCLUDE.

YOUR ACCOUNT 17 HOW TO BUY SHARES OPENING AN
ACCOUNT AND MAKING ADDITIONAL
INVESTMENTS.

18 HOW TO SELL SHARES TAKING MONEY OUT
AND CLOSING YOUR ACCOUNT.

18 INVESTOR SERVICES SERVICES TO HELP YOU
MANAGE YOUR ACCOUNT.

SHAREHOLDER AND ACCOUNT 18 DIVIDENDS, CAPITAL GAINS, AND TAXES
POLICIES

19 TRANSACTION DETAILS SHARE PRICE
CALCULATIONS AND THE TIMING OF PURCHASES
AND REDEMPTIONS.

20 EXCHANGE RESTRICTIONS

KEY FACTS

WHO MAY WANT TO INVEST
Each fund offers institutional and corporate investors a convenient
and economical way to invest in a professionally managed portfolio of
money market instruments.
Each fund is designed for investors who would like to earn current
income while preserving the value of their investment.
The rate of income will vary from day to day, generally reflecting
short-term interest rates.
Each fund is managed to keep its share price stable at $1.00. Each of
Treasury Only Portfolio, Treasury Portfolio and Government Portfolio
offers an added measure of safety with its focus on U.S. Government or
Treasury securities.
These funds do not constitute a balanced investment plan. However,
because they emphasize stability, they could be well-suited for a
portion of your investments.
Each fund is composed of multiple classes of shares. All classes of a
fund have a common investment objective and investment portfolio.
Class I shares do not have a sales charge and do not pay a
distribution fee. Class II shares do not have a sales charge, but do
pay a 0.15% distribution fee. Class III shares do not have a sales
charge, but do pay a 0.25% distribution fee. Because Class I shares
have no sales charge and do not pay a distribution fee, Class I shares
are expected to have a higher total return than Class II and Class III
shares. You may obtain more information about Class I and Class II
shares, which are not offered through this prospectus, from your
investment professional, or by calling Fidelity Client Services at
1-800-843-3001. Contact your investment professional to discuss which
class is appropriate for you.
EXPENSES
SHAREHOLDER TRANSACTION EXPENSES are charges you may pay when you buy
or sell Class III shares of a fund.
SALES CHARGE ON PURCHASES AND NONE
REINVESTED DISTRIBUTIONS

DEFERRED SALES CHARGE ON REDEMPTIONS NONE

ANNUAL OPERATING EXPENSES are paid out of each fund's assets. Each
fund pays a management fee to Fidelity Management & Research Company
(FMR). In addition, each fund is responsible for certain other
expenses.
12b-1 fees are paid by Class III of each fund to the distributor for
services and expenses in connection with the distribution of Class III
shares of each fund
Class III's expenses are factored into its share price or dividends
and are not charged directly to shareholder accounts (see "Breakdown
of Expenses" on page 16).
The following figures are based on historical expenses, adjusted to
reflect current fees, of Class III of each fund and are calculated as
a percentage of average net assets of Class III of each fund.
TREASURY ONLY PORTFOLIO
MANAGEMENT FEE 0.20%

12B-1 FEE (DISTRIBUTION FEE) 0.25%

OTHER EXPENSES 0.00%A

TOTAL OPERATING EXPENSES 0.45%A

TREASURY PORTFOLIO
MANAGEMENT FEE 0.20%

12B-1 FEE (DISTRIBUTION FEE) 0.25%

OTHER EXPENSES 0.00%A

TOTAL OPERATING EXPENSES 0.45%A

GOVERNMENT PORTFOLIO
MANAGEMENT FEE 0.20%

12B-1 FEE (DISTRIBUTION FEE) 0.25%

OTHER EXPENSES 0.00%A

TOTAL OPERATING EXPENSES 0.45%A

DOMESTIC PORTFOLIO
MANAGEMENT FEE 0.20%

12B-1 FEE (DISTRIBUTION FEE) 0.25%

OTHER EXPENSES 0.00%A

TOTAL OPERATING EXPENSES 0.45%A

RATED MONEY MARKET PORTFOLIO
MANAGEMENT FEE 0.20%

12B-1 FEE (DISTRIBUTION FEE) 0.25%

OTHER EXPENSES 0.00%A

TOTAL OPERATING EXPENSES 0.45%A

MONEY MARKET PORTFOLIO
MANAGEMENT FEE 0.18%A

12B-1 FEE (DISTRIBUTION FEE) 0.25%

OTHER EXPENSES 0.00%A

TOTAL OPERATING EXPENSES 0.43%A

TAX-EXEMPT PORTFOLIO
MANAGEMENT FEE 0.20%

12B-1 FEE (DISTRIBUTION FEE) 0.25%

OTHER EXPENSES 0.00%A

TOTAL OPERATING EXPENSES 0.45%A

A AFTER EXPENSE REDUCTIONS.
EXPENSE TABLE EXAMPLE: You would pay the following amount in total
expenses on a $1,000 investment in Class III shares of a fund,
assuming a 5% annual return and full redemption at the end of each
time period. Total expenses shown below include any shareholder
transaction expenses and Class III's annual operating expenses.
1 YEAR 3 YEARS 5 YEARS 10 YEARS

TREASURY ONLY $ 5 $ 14 $ 25 $ 57

TREASURY $ 5 $ 14 $ 25 $ 57

GOVERNMENT $ 5 $ 14 $ 25 $ 57

DOMESTIC $ 5 $ 14 $ 25 $ 57

RATED MONEY MARKET $ 5 $ 14 $ 25 $ 57

MONEY MARKET $ 4 $ 14 $ 24 $ 54

TAX-EXEMPT $ 5 $ 14 $ 25 $ 57

THESE EXAMPLES ILLUSTRATE THE EFFECT OF EXPENSES, BUT ARE NOT MEANT TO
SUGGEST ACTUAL OR EXPECTED EXPENSES OR RETURNS, ALL OF WHICH MAY VARY.
FMR has voluntarily agreed to reimburse Class III of each fund to the
extent that total operating expenses (excluding interest, taxes,
brokerage commissions, extraordinary expenses and 12b-1 fees), as a
percentage of its respective average net assets, exceed 0.20% (0.18%
for Money Market Portfolio). If these agreements were not in effect,
the management fee, other expenses and total operating expenses, as a
percentage of average net assets, would have been the following
amounts:

MANAGEMENT FEE OTHER EXPENSES TOTAL OPERATING
CLASS III CLASS III EXPENSES
CLASS III

TREASURY ONLY PORTFOLIO 0.20% 0.14% 0.59%

TREASURY PORTFOLIO 0.20% 0.05% 0.50%

GOVERNMENT PORTFOLIO 0.20% 0.12% 0.57%

DOMESTIC PORTFOLIO 0.20% 0.11% 0.56%

RATED MONEY MARKET PORTFOLIO 0.20% 0.23%B 0.68%

MONEY MARKET PORTFOLIO 0.20% 0.07% 0.52%

TAX-EXEMPT PORTFOLIO 0.20% 0.17% 0.62%

SELECTED PER-SHARE DATA AND RATIOS

YEARS ENDED MARCH 31 1998 1997 1996A

NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .050 .048 .020

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.050) (.048) (.020)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000

TOTAL RETURNB 5.07% 4.90% 2.00%

NET ASSETS, END OF PERIOD (000 OMITTED) $ 100,465 $ 36,006 $ 4,097

RATIO OF EXPENSES TO AVERAGE NET ASSETS .45%C .45%C .45%C,D

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 4.96% 4.82% 4.86%D

SELECTED PER-SHARE DATA AND RATIOS

YEARS ENDED MARCH 31 1998 1997 1996 1995 1994A

NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .052 .049 .054 .044 .012

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.052) (.049) (.054) (.044) (.012)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURNB 5.29% 5.03% 5.50% 4.45% 1.21%

NET ASSETS, END OF PERIOD (IN MILLIONS) $ 2,999 $ 3,624 $ 1,435 $ 586 $ 5

RATIO OF EXPENSES TO AVERAGE NET ASSETS .45%C .45%C .46%C .50%C .50%C,D

RATIO OF NET INTEREST INCOME TO AVERAGE NET 5.17% 4.93% 5.28% 4.91% 2.69%D
ASSETS

A OCTOBER 22, 1993 (COMMENCEMENT OF SALE OF CLASS III SHARES) TO MARCH
31, 1994
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D ANNUALIZED
GOVERNMENT PORTFOLIO - CLASS III

SELECTED PER-SHARE DATA AND RATIOS

YEARS ENDED MARCH 31 1998 1997 1996 1995A

NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .052 .050 .054 .045

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.052) (.050) (.054) (.045)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURNB 5.34% 5.11% 5.58% 4.57%

NET ASSETS, END OF PERIOD (000 OMITTED) $ 674,582 $ 658,964 $ 194,489 $ 40,516

RATIO OF EXPENSES TO AVERAGE NET ASSETS .45%C .45%C .45%C .43%C,D

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.21% 5.00% 5.30% 5.13%D

A APRIL 4, 1994 (COMMENCEMENT OF SALE OF CLASS III SHARES) TO MARCH
31, 1995
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D ANNUALIZED
DOMESTIC PORTFOLIO - CLASS III

SELECTED PER-SHARE DATA AND RATIOS

YEARS ENDED MARCH 31 1998 1997 1996 1995A

NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .053 .050 .054 .035

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.053) (.050) (.054) (.035)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURNB 5.38% 5.13% 5.56% 3.51%

NET ASSETS, END OF PERIOD (000 OMITTED) $ 73,298 $ 121,709 $ 47,396 $ 26,545

RATIO OF EXPENSES TO AVERAGE NET ASSETS .45%C .45%C .47%C .50%C,D

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.26% 5.02% 5.40% 5.14%D

SELECTED PER-SHARE DATA AND RATIOS

YEARS ENDED MARCH 31 1998 1997 1996A

NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .052 .050 .021

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.052) (.050) (.021)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000

TOTAL RETURNB 5.38% 5.12% 2.11%

NET ASSETS, END OF PERIOD (000 OMITTED) $ 75,380 $ 16,651 $ 1,610

RATIO OF EXPENSES TO AVERAGE NET ASSETS .45%C .45%C .45%C,D

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.29% 5.03% 5.01%D

SELECTED PER-SHARE DATA AND RATIOS

YEARS ENDED MARCH 31 1998 1997 1996 1995 1994A

NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .053 .050 .055 .046 .011

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.053) (.050) (.055) (.046) (.011)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURNB 5.41% 5.17% 5.61% 4.66% 1.08%

NET ASSETS, END OF PERIOD (000 OMITTED) $ 487,808 $ 444,048 $ 229,530 $ 457,286 $ 89,463

RATIO OF EXPENSES TO AVERAGE NET ASSETS .43%C .43%C .45%C .50%C .50%C,D

RATIO OF NET INTEREST INCOME TO AVERAGE NET 5.28% 5.06% 5.46% 4.94% 2.83%D
ASSETS

A NOVEMBER 17, 1993 (COMMENCEMENT OF SALE OF CLASS III SHARES) TO
MARCH 31, 1994
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D ANNUALIZED
TAX-EXEMPT PORTFOLIO - CLASS III

SELECTED PER-SHARE DATA AND RATIOS

YEARS ENDED MARCH 31 1998 1997 1996A

NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .033 .031 .013

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.033) (.031) (.013)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000

TOTAL RETURNB 3.34% 3.14% 1.30%

NET ASSETS, END OF PERIOD (000 OMITTED) $ 37,272 $ 26,313 $ 988

RATIO OF EXPENSES TO AVERAGE NET ASSETS .45%C .45%C .45%C,D

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 3.28% 3.09% 3.00%D

A NOVEMBER 6, 1995 (COMMENCEMENT OF SALE OF CLASS III SHARES) TO MARCH
31, 1996
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.
D ANNUALIZED
PERFORMANCE
Money market fund performance can be measured as TOTAL RETURN or
YIELD.
EXPLANATION OF TERMS
TOTAL RETURN is the change in value of an investment over a given
period, assuming reinvestment of any dividends and capital gains. A
CUMULATIVE TOTAL RETURN reflects actual performance over a stated
period of time. An AVERAGE ANNUAL TOTAL RETURN is a hypothetical rate
of return that, if achieved annually, would have produced the same
cumulative total return if performance had been constant over the
entire period. Average annual total returns smooth out variations in
performance; they are not the same as actual year-by-year results.
YIELD refers to the income generated by an investment in a fund over a
given period of time, expressed as an annual percentage rate. When a
yield assumes that income earned is reinvested, it is called an
EFFECTIVE YIELD.
A TAX-EQUIVALENT YIELD shows what an investor would have to earn
before taxes to equal a tax-free yield.
SEVEN-DAY YIELD illustrates the income earned by an investment in a
money market fund over a recent seven-day period. Since money market
funds maintain a stable $1.00 share price, current seven-day yields
are the most common illustration of money market fund performance.
The funds' performance and holdings are detailed twice a year in
financial reports, which are sent to all shareholders. For current
performance call Fidelity Client Services at 1-800-843-3001.

THE FUNDS IN DETAIL

CHARTER
EACH FUND IS A MUTUAL FUND: an investment that pools shareholders'
money and invests it toward a specified goal. Each fund is a
diversified fund of Colchester Street Trust, an open-end management
investment company organized as a Delaware business trust on June 20,
1991.
EACH FUND IS GOVERNED BY A BOARD OF TRUSTEES which is responsible for
protecting the interests of shareholders. The trustees are experienced
executives who meet periodically throughout the year to oversee the
funds' activities, review contractual arrangements with companies that
provide services to the funds, and review the funds' performance. The
trustees serve as trustees for other Fidelity funds. The majority of
trustees are not otherwise affiliated with Fidelity.
THE FUNDS MAY HOLD SPECIAL SHAREHOLDER MEETINGS AND MAIL PROXY
MATERIALS. These meetings may be called to elect or remove trustees,
change fundamental policies, approve a management contract, or for
other purposes. Shareholders not attending these meetings are
encouraged to vote by proxy. The transfer agent will mail proxy
materials in advance, including a voting card and information about
the proposals to be voted on. The number of votes you are entitled to
is based upon the dollar value of your investment.
Separate votes are taken by each class of shares, fund, or trust, if a
matter affects just that class of shares, fund, or trust,
respectively.
FMR AND ITS AFFILIATES
Fidelity Investments is one of the largest investment management
organizations in the United States and has its principal business
address at 82 Devonshire Street, Boston, Massachusetts 02109. It
includes a number of different subsidiaries and divisions which
provide a variety of financial services and products. The funds employ
various Fidelity companies to perform activities required for their
operation.
The funds are managed by FMR, which handles their business affairs.
Fidelity Investments Money Management, Inc. (FIMM), located in
Merrimack, New Hampshire, has primary responsibility for providing
investment management services.
As of March 31, 1998, FMR advised funds having approximately 36
million shareholder accounts with a total value of more than $589
billion.
Fidelity investment personnel may invest in securities for their own
accounts pursuant to a code of ethics that establishes procedures for
personal investing and restricts certain transactions.
Fidelity Distributors Corporation (FDC) distributes and markets
Fidelity's funds and services.
Fidelity Investments Institutional Operations Company, Inc. (FIIOC)
performs transfer agent servicing functions for Class III of Treasury
Only Portfolio, Treasury Portfolio, Government Portfolio, Domestic
Portfolio, Rated Money Market Portfolio, and Money Market Portfolio
(the Taxable Funds). UMB Bank, n.a. (UMB) is the transfer agent for
Tax-Exempt Portfolio, and is located at 1010 Grand Avenue, Kansas
City, Missouri. UMB employs FIIOC to perform transfer agent servicing
functions for Class III of Tax-Exempt Portfolio.
FMR Corp. is the ultimate parent company of FMR and FIMM. Members of
the Edward C. Johnson 3d family are the predominant owners of a class
of shares of common stock representing approximately 49% of the voting
power of FMR Corp. Under the Investment Company Act of 1940 (the 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, the Johnson family may be deemed under the 1940 Act to form
a controlling group with respect to FMR Corp.
As of March 31, 1998, approximately 27.41% of Treasury Portfolio's
total outstanding shares were held by The Bank of New York.
To carry out the funds' transactions, FMR may use its broker-dealer
affiliates and other firms that sell fund shares, provided that a fund
receives services and commission rates comparable to those of other
broker-dealers.
INVESTMENT PRINCIPLES AND RISKS
TREASURY ONLY PORTFOLIO seeks to earn a high level of current income
while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in U.S.
Treasury securities. The fund does not enter into repurchase
agreements or reverse repurchase agreements. The fund will invest in
those securities whose interest is specifically exempt from state and
local income taxes under federal law; such interest is not exempt from
federal income tax.
TREASURY PORTFOLIO seeks to earn a high level of current income while
maintaining a stable $1.00 share price by investing in high-quality,
short-term securities. The fund invests only in U.S. Treasury
securities and repurchase agreements for these securities. The fund
does not enter into reverse repurchase agreements.
GOVERNMENT PORTFOLIO seeks to earn a high level of current income
while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in U.S.
Government securities and repurchase agreements for these securities.
The fund also may enter into reverse repurchase agreements.
DOMESTIC PORTFOLIO seeks to earn a high level of current income while
maintaining a stable $1.00 share price by investing in high-quality,
short-term securities. The fund invests only in the highest-quality
U.S. dollar-denominated money market securities of domestic issuers,
including U.S. Government securities and repurchase agreements.
Securities are "highest-quality" if rated in the highest rating
category by at least two nationally recognized rating services, or by
one if only one rating service has rated a security, or, if unrated,
determined to be of equivalent quality by FMR. The fund also may enter
into reverse repurchase agreements.
RATED MONEY MARKET PORTFOLIO seeks to earn a high level of current
income while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in U.S.
dollar-denominated money market securities of domestic and foreign
issuers rated in the highest rating category by at least two
nationally recognized rating services, U.S. Government securities, and
repurchase agreements. The fund also may enter into reverse repurchase
agreements.
MONEY MARKET PORTFOLIO seeks to earn a high level of current income
while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in the
highest-quality U.S. dollar-denominated money market securities of
domestic and foreign issuers, including U.S. Government securities and
repurchase agreements. Securities are "highest-quality" if rated in
the highest rating category by at least two nationally recognized
rating services, or by one if only one rating service has rated a
security, or, if unrated, determined to be of equivalent quality by
FMR. The fund also may enter into reverse repurchase agreements.
TAX-EXEMPT PORTFOLIO seeks to earn a high level of current income that
is free from federal income tax while maintaining a stable $1.00 share
price by investing in high-quality, short-term municipal securities of
all types, including securities structured so that they are eligible
investments for the fund. The fund invests in municipal money market
securities rated in the highest category by at least one nationally
recognized rating service and in one of the two highest categories by
another rating service if rated by more than one, or, if unrated,
determined to be of equivalent quality to the highest rating category
by FMR and may invest in securities structured so that they are
eligible investments for the fund. FMR normally invests the fund's
assets so that at least 80% of the fund's income distributions is free
from federal income tax. The fund does not currently intend to
purchase municipal securities whose interest is subject to the federal
alternative minimum tax.
FMR normally invests the fund's assets according to its investment
strategy and does not expect to invest in federally taxable
obligations. The fund also reserves the right to hold a substantial
amount of uninvested cash or to invest more than normally permitted in
federally taxable obligations for temporary, defensive purposes.
Each fund earns income at current money market rates. They stress
preservation of capital, liquidity, and income (tax-free income in the
case of Tax-Exempt Portfolio) and do not seek the higher yields or
capital appreciation that more aggressive investments may provide.
Each fund's yield will vary from day to day, and generally reflects
current short-term interest rates and other market conditions.
It is important to note that neither the funds' share prices nor their
yields are insured or guaranteed by the U.S. Government.
SECURITIES AND INVESTMENT PRACTICES
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. Any restrictions listed supplement those discussed earlier in
this section. A complete listing of each fund's limitations and more
detailed information about each fund's investments are contained in
the funds' SAI. Policies and limitations are considered at the time of
purchase; the sale of instruments is not required in the event of a
subsequent change in circumstances.
FMR may not buy all of these instruments or use all of these
techniques unless it believes that they are consistent with a fund's
investment objective and policies and that doing so will help the fund
achieve its goal. Fund holdings are detailed in each fund's financial
reports, which are sent to shareholders twice a year. For a free SAI
or financial report, call 1-800-843-3001.
MONEY MARKET SECURITIES are high-quality, short-term instruments
issued by the U.S. Government, corporations, financial institutions,
municipalities, local and state governments, and other entities. These
securities may carry fixed, variable, or floating interest rates.
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. If a structure fails to function as intended, adverse tax or
investment consequences may result.
U.S. TREASURY MONEY MARKET SECURITIES are short-term debt obligations
issued by the U.S. Treasury and include bills, notes, and bonds. U.S.
Treasury securities are backed by the full faith and credit of the
United States.
U.S. GOVERNMENT MONEY MARKET SECURITIES are short-term debt
instruments issued or guaranteed by the U.S. Treasury or by an agency
or instrumentality of the U.S. Government. Not all U.S. Government
securities are backed by the full faith and credit of the United
States. For example, U.S. Government securities such as those issued
by Fannie Mae are supported by the instrumentality's right to borrow
money from the U.S. Treasury under certain circumstances. Other U.S.
Government securities, such as those issued by the Federal Farm Credit
Banks Funding Corporation, are supported only by the credit of the
entity that issued them.
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 fully or partially backed by the local government, or by
the credit of a private issuer or the current or anticipated revenues
from specific projects or assets. Because many municipal securities
are issued to finance similar types of projects, especially those
relating to education, health care, housing, transportation, and
utilities, the municipal markets can be affected by conditions in
those sectors. In addition, all municipal securities may be affected
by uncertainties regarding their tax status, legislative changes, or
rights of municipal securities holders. A municipal security may be
owned directly or through a participation interest.
CREDIT AND LIQUIDITY SUPPORT. Issuers may employ various forms of
credit and liquidity enhancement, including letters of credit,
guarantees, puts and demand features, and insurance, provided by
foreign or domestic entities such as banks and other financial
institutions. These arrangements expose a fund to the credit risk of
the entity providing the credit or liquidity support. Changes in the
credit quality of the provider could affect the value of the security
and a fund's share price.
FOREIGN EXPOSURE. Securities issued by foreign entities, including
foreign governments, corporations, and banks, and securities issued by
U.S. entities with substantial foreign operations may involve
additional risks and considerations. Likewise, securities for which
foreign entities provide credit or liquidity support may involve
different risks than those supported by domestic entities. Extensive
public information about the foreign entity may not be available, and
unfavorable political, economic, or governmental developments in the
foreign country involved could affect the repayment of principal or
payment of interest.
ASSET-BACKED SECURITIES include interests in pools of mortgages,
loans, receivables, or other assets. Payment of principal and interest
may be largely dependent upon the cash flows generated by the assets
backing the securities.
VARIABLE AND FLOATING RATE SECURITIES have interest rates that are
periodically adjusted either at specific intervals or whenever a
benchmark rate changes. These interest rate adjustments are designed
to help stabilize the security's 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.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund buys a
security at one price and simultaneously agrees to sell it back at a
higher price. Delays or losses could result if the other party to the
agreement defaults or becomes insolvent.
REVERSE REPURCHASE AGREEMENTS. In a reverse repurchase agreement, a
fund temporarily transfers possession of a portfolio instrument to
another party in return for cash. This could increase the risk of
fluctuation in the fund's yield or in the market value of its assets.
OTHER MONEY MARKET SECURITIES may include commercial paper,
certificates of deposit, bankers' acceptances, and time deposits.
MUNICIPAL LEASE OBLIGATIONS are used by municipalities to acquire
land, equipment, or facilities. If the municipality stops making
payments or transfers its obligations to a private entity, the
obligation could lose value or become taxable.
OTHER MUNICIPAL SECURITIES may include obligations of U.S. territories
and possessions such as Guam, the Virgin Islands, and Puerto Rico, and
their political subdivisions and public corporations.
PUT FEATURES entitle the holder to put (sell back) a security to the
issuer or another party. In exchange for this benefit, a fund may
accept a lower interest rate. The credit quality of the investment may
be affected by the creditworthiness of the put provider. Demand
features, standby commitments, and tender options are types of put
features.
PRIVATE ENTITIES may be involved in some municipal securities. For
example, industrial revenue bonds are backed by private entities, and
resource recovery bonds often involve private corporations. The
viability of a project or tax incentives could affect the value and
credit quality of these securities.
ILLIQUID AND RESTRICTED SECURITIES. Some investments may be determined
by FMR, under the supervision of the Board of Trustees, to be
illiquid, which means that they may be difficult to sell promptly at
an acceptable price. The sale of some illiquid securities, and some
other securities, may be subject to legal restrictions. Difficulty in
selling securities may result in a loss or may be costly to a fund.
RESTRICTIONS: A fund may not purchase a security if, as a result, more
than 10% of its assets would be invested in illiquid securities.
WHEN-ISSUED AND FORWARD PURCHASE OR SALE TRANSACTIONS are trading
practices in which payment and delivery for the security take place at
a later date than is customary for that type of security. The market
value of the security could change during this period.
FINANCIAL SERVICES INDUSTRY. Companies in the financial services
industry are subject to various risks related to that industry, such
as government regulation, changes in interest rates, and exposure on
loans, including loans to foreign borrowers. If a fund invests
substantially in this industry, its performance may be affected by
conditions affecting the industry.
RESTRICTIONS: Each of Domestic Portfolio, Rated Money Market Portfolio
and Money Market Portfolio will invest more than 25% of its total
assets in the financial services industry.
CASH MANAGEMENT. A fund may invest in money market securities, in
repurchase agreements, and in a money market fund available only to
funds and accounts managed by FMR or its affiliates, whose goal is to
seek a high level of current income (exempt from federal income tax in
the case of a municipal money market fund) while maintaining a stable
$1.00 share price. A major change in interest rates or a default on
the money market fund's investments could cause its share price to
change.
RESTRICTIONS: Tax-Exempt Portfolio will not invest in a money market
fund. Tax-Exempt Portfolio does not currently intend to invest in
repurchase agreements. Treasury Only Portfolio, Treasury Portfolio,
Government Portfolio, Domestic Portfolio, Rated Money Market
Portfolio, and Money Market Portfolio do not currently intend to
invest in a money market fund.
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
or type of project. Economic, business, or political changes can
affect all securities of a similar type.
RESTRICTIONS: Each of Domestic Portfolio, Rated Money Market Portfolio
and Money Market Portfolio may not invest more than 5% of their total
assets in any one issuer, except that each fund may invest up to 25%
of its total assets in the highest quality securities of a single
issuer for up to three business days. These limitations do not apply
to U.S. Government securities or to securities of other investment
companies.
With respect to 75% of its total assets, Tax-Exempt Portfolio may not
purchase a security if, as a result, more than 5% of its total assets
would be invested in the securities of a single issuer. This
limitation does not apply to U.S. Government securities or to
securities of other investment companies.
Tax-Exempt Portfolio may invest more than 25% of its total assets in
tax-free securities that finance similar types of projects.
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.
RESTRICTIONS: Each of Government Portfolio, Domestic Portfolio, Rated
Money Market Portfolio and Money Market Portfolio may borrow only for
temporary or emergency purposes, or engage in reverse repurchase
agreements, but not in an amount exceeding 331/3% of its total assets.
Each of Treasury Only Portfolio, Treasury Portfolio and Tax-Exempt
Portfolio may borrow only for temporary or emergency purposes, but not
in an amount exceeding 331/3% of its total assets.
LENDING. A fund may lend money to other funds advised by FMR or its
affiliates.
RESTRICTIONS: Loans, in the aggregate, may not exceed 331/3% of a
fund's total assets. Treasury Only Portfolio, Treasury Portfolio,
Government Portfolio, and Tax-Exempt Portfolio do not lend money to
other funds advised by FMR.
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
Some of the policies and restrictions discussed on the preceding pages
are fundamental, that is, subject to change only by shareholder
approval. The following paragraphs restate all those that are
fundamental. All policies stated throughout this prospectus, other
than those identified in the following paragraphs, can be changed
without shareholder approval.
Treasury Only Portfolio seeks as high a level of current income as is
consistent with the security of principal and liquidity, and to
maintain a constant net asset value per share (NAV) of $1.00.
Each of Treasury Portfolio, Government Portfolio, Domestic Portfolio,
Rated Money Market Portfolio, and Money Market Portfolio seeks to
obtain as high a level of current income as is consistent with the
preservation of principal and liquidity within the limitations
prescribed for the fund.
Tax-Exempt Portfolio seeks to obtain as high a level of interest
income exempt from federal income tax as is consistent with a
portfolio of high-quality, short-term municipal obligations selected
on the basis of liquidity and stability of principal. The fund, under
normal conditions, will invest so that at least 80% of its income
distributions is exempt from federal income tax.
With respect to 75% of its total assets, Tax-Exempt Portfolio may not
purchase a security if, as a result, more than 5% of its total assets
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.
Each of Domestic Portfolio, Rated Money Market Portfolio and Money
Market Portfolio will invest more than 25% of its total assets in
obligations of companies in the financial services industry.
Each of Government Portfolio, Domestic Portfolio, Rated Money Market
Portfolio and Money Market Portfolio may borrow only for temporary or
emergency purposes, or engage in reverse repurchase agreements, but
not in an amount exceeding 331/3% of its total assets. Tax-Exempt
Portfolio may borrow only for temporary or emergency purposes, but not
in an amount exceeding 331/3% of its total assets.
Loans, in the aggregate, may not exceed 331/3% of a fund's total
assets.
BREAKDOWN OF EXPENSES
Like all mutual funds, the funds pay fees related to their daily
operations. Expenses paid out of each class's assets are reflected in
that class's share price or dividends; they are neither billed
directly to shareholders nor deducted from shareholder accounts.
Each fund pays a MANAGEMENT FEE to FMR for managing its investments
and business affairs. FMR in turn pays fees to an affiliate who
provides assistance with these services. Each fund also pays OTHER
EXPENSES, which are explained on page 16.
FMR may, from time to time, agree to reimburse the funds for
management fees and other expenses 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 at any time without notice, can
decrease a fund's expense and boost its performance.
MANAGEMENT FEE
The management fee is calculated and paid to FMR every month. Each
fund pays a fee at an annual rate of 0.20% of its average net assets.
Prior to May 31, 1997 and January 1, 1998, Treasury Only Portfolio and
Rated Money Market Portfolio, respectively, each paid FMR a management
fee at an annual rate of 0.42% of its average net assets and FMR paid
all of the other expenses of each fund with limited exceptions.
FIMM is the funds' sub-adviser and has primary responsibility for
managing their investments. FMR is responsible for providing other
management services. FMR pays FIMM 50% of its management fee (before
expense reimbursements) for FIMM's services. FMR paid FIMM and FMR
Texas Inc., the predecessor company to FIMM annualized fees equal to
0.12% and 0.10%, respectively of Treasury Only Portfolio's, 0.10% and
0.10%, respectively of Treasury Portfolio's, 0.10% and 0.10%,
respectively of Government Portfolio's, 0.10% and 0.10%, respectively
of Domestic Portfolio's, 0.20% and 0.10%, respectively of Rated Money
Market Portfolio's, 0.10% and 0.10%, respectively of Money Market
Portfolio's, and 0.10% and 0.10%, respectively of Tax-Exempt
Portfolio's average net assets for the fiscal year ended March 31,
1998.
OTHER EXPENSES
While the management fee is a significant component of each fund's
annual operating costs, the funds have other expenses as well.
FIIOC performs transfer agency, dividend disbursing and shareholder
servicing functions for Class III shares of the Taxable Funds.
Fidelity Service Company, Inc. (FSC) calculates the net asset value
per share (NAV) and dividends for Class III of the Taxable Funds and
maintains the general accounting records for each Taxable Fund.
For the fiscal year ended March 31, 1998, transfer agency and pricing
and bookkeeping fees paid (as a percentage of average net assets) for
the Taxable Funds amounted to the following.
TRANSFER PRICING AND
AGENCY FEES BOOKKEEPING
PAID BY FEES PAID BY
CLASS III FUND

TREASURY ONLY PORTFOLIO 0.03%* 0.01%

TREASURY PORTFOLIO 0.02% 0.01%

GOVERNMENT PORTFOLIO 0.03% 0.01%

DOMESTIC PORTFOLIO 0.03% 0.01%

RATED MONEY MARKET PORTFOLIO 0.02%* 0.02%*

MONEY MARKET PORTFOLIO 0.03% 0.01%

* ANNUALIZED
UMB is the transfer and service agent for Tax-Exempt Portfolio. UMB
has entered into a sub-agreement with FIIOC. FIIOC performs transfer
agency, dividend disbursing and shareholder servicing functions for
Class III of Tax-Exempt Portfolio. UMB has also entered into a
sub-agreement with FSC. FSC calculates the NAV and dividends for Class
III of Tax-Exempt Portfolio and maintains the general accounting
records for Tax-Exempt Portfolio. Under the terms of the
sub-agreements, FIIOC and FSC receive all related fees paid to UMB by
Class III of Tax-Exempt Portfolio.
For the fiscal year ended March 31, 1998, transfer agency and pricing
and bookkeeping fees paid (as a percentage of average net assets) for
Tax-Exempt Portfolio amounted to the following.
TRANSFER AGENCY PRICING AND
FEES PAID BY BOOKKEEPING
CLASS III FEES PAID BY
FUND

TAX-EXEMPT PORTFOLIO 0.03% 0.01%

Each fund also pays other expenses, such as legal, audit, and
custodian fees; in some instances, proxy solicitation costs; and the
compensation of trustees who are not affiliated with Fidelity.
Class III of each fund has adopted a DISTRIBUTION AND SERVICE PLAN.
Under the plans, Class III of each fund is authorized to pay FDC a
monthly distribution fee as compensation for its services and expenses
in connection with the distribution of Class III shares. Class III of
each fund currently pays FDC a monthly distribution fee at an annual
rate of 0.25% of its average net assets throughout the month.
The Class III plans specifically recognize that FMR may make payments
from its management fee revenue, past profits, or other resources to
FDC for expenses incurred in connection with the distribution of Class
III shares, including payments made to investment professionals that
provide shareholder support services or engage in the sale of Class
III shares. Currently, the Board of Trustees of each fund has
authorized such payments.
YOUR ACCOUNT

If you invest through an investment professional, your investment
professional, including a broker-dealer or financial institution, may
charge you a transaction fee with respect to the purchase and sale of
fund shares. Read your investment professional's program materials in
conjunction with this prospectus for additional service features or
fees that may apply. Certain features of the funds, such as minimum
initial or subsequent investment amounts, may be modified.
HOW TO BUY SHARES
THE PRICE TO BUY ONE SHARE of Class III is the class's NAV. Each fund
is managed to keep its NAV stable at $1.00. Class III shares are sold
without a sales charge.
Your shares will be purchased at the next NAV calculated after your
order is received in proper form. Class III's NAV is normally
calculated each business day at the time indicated in the table below.
FUND NAV CALCULATION
TIMES
(EASTERN TIME)

TREASURY ONLY PORTFOLIO 2:00 P.M.

TREASURY PORTFOLIO 5:00 P.M.

GOVERNMENT PORTFOLIO 5:00 P.M.

DOMESTIC PORTFOLIO 5:00 P.M.

RATED MONEY MARKET PORTFOLIO 5:00 P.M.

MONEY MARKET PORTFOLIO 3:00 P.M.

TAX-EXEMPT PORTFOLIO 12:00 NOON

Each fund reserves the right to reject any specific purchase order,
including certain purchases by exchange. See "Exchange Restrictions"
on page 20. Purchase orders may be refused if, in FMR's opinion, they
would disrupt management of a fund.
It is the responsibility of your investment professional to transmit
your order to buy shares to Fidelity before the close of business on
the day you place your order.
Share certificates are not available for Class III shares.
IF YOU ARE NEW TO FIDELITY, an initial investment must be preceded or
accompanied by a completed, signed application, which should be
forwarded to:
Fidelity Investments
P.O. Box 770002
Cincinnati, OH 45277-0081
IF YOU ALREADY HAVE MONEY INVESTED IN A FIDELITY FUND, you can:
(small solid bullet) Place a purchase order and wire money into your
account, or
(small solid bullet) Open an account by exchanging from the same class
of any fund that is offered through this prospectus.
INVESTMENTS IN THE FUNDS MUST BE MADE USING THE FEDERAL RESERVE WIRE
SYSTEM. Checks and Automated Clearing House payments will not be
accepted as a means of investment.
For wiring information and instructions, you should call the
investment professional through which you trade or if you trade
directly through Fidelity, call Fidelity Client Services at
1-800-843-3001. There is no fee imposed by the funds for wire
purchases. However, if you buy shares through an investment
professional, the investment professional may impose a fee for wire
purchases.
All wires must be received in proper form by the transfer agent at the
applicable fund's designated wire bank before the close of the Federal
Reserve Wire System on the day of purchase.
You are advised to wire funds as early in the day as possible and to
provide advance notice to Fidelity Client Services for large
purchases.
MINIMUM INVESTMENTS
TO OPEN AN ACCOUNT $1,000,000*
MINIMUM BALANCE $1,000,000
* THE MINIMUM INITIAL INVESTMENT OF $1 MILLION MAY BE WAIVED IF YOUR
AGGREGATE BALANCE IN THE FIDELITY INSTITUTIONAL MONEY MARKET FUNDS IS
GREATER THAN $10 MILLION. PLEASE CONTACT FIDELITY CLIENT SERVICES FOR
MORE INFORMATION REGARDING THIS WAIVER.
HOW TO SELL SHARES
You can arrange to take money out of your fund account at any time by
selling (redeeming) some or all of your shares.
THE PRICE TO SELL ONE SHARE of Class III is the class's NAV.
Your shares will be sold at the next NAV calculated after your order
is received in proper form. Class III's NAV is normally calculated
each business day at the times indicated in the table on page .
It is the responsibility of your investment professional to transmit
your order to sell shares to Fidelity before the close of business on
the day you place your order.
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least
$1,000,000 worth of shares in the account to keep it open.
You must designate on your account application the U.S. commercial
bank account(s) into which you wish the redemption proceeds to be
deposited. Fidelity Client Services will then notify you that this
feature has been activated and that you may request wire redemptions.
You may change the bank account(s) designated to receive redemption
proceeds at any time prior to making a redemption request. You should
send a letter of instruction, including a signature guarantee, to
Fidelity Client Services at the address shown on page 36.
You should be able to obtain a signature guarantee from a bank,
broker, 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.
There is no fee imposed by the funds for wiring of redemption
proceeds. However, if you sell shares through an investment
professional, the investment professional may impose a fee for wire
redemptions.
Redemption proceeds will be wired via the Federal Reserve Wire System
to your bank account of record. If your redemption request is received
in proper form by the transfer agent before the NAV is calculated,
redemption proceeds will normally be wired on that day.
A fund reserves the right to take up to seven days to pay you if
making immediate payment would adversely affect the fund.
You are advised to place your trades as early in the day as possible,
and to provide advance notice to Fidelity Client Services for large
redemptions.
INVESTOR SERVICES
Fidelity provides a variety of services to help you manage your
account.
INFORMATION SERVICES
STATEMENTS AND REPORTS that the transfer agent sends to you include
the following:
(small solid bullet) Confirmation statements (after every transaction,
except a reinvestment, that affects your account balance or your
account registration)
(small solid bullet) Account statements (monthly)
(small solid bullet) Financial reports (every six months)
To reduce expenses, only one copy of most financial reports and
prospectuses will be mailed, even if you have more than one account in
a fund. Call Fidelity Client Services at 1-800-843-3001 if you need
additional copies of financial reports, prospectuses or historical
account information.
SUB-ACCOUNTING AND SPECIAL SERVICES. Special processing has been
arranged with FIIOC for institutions that wish to open multiple
accounts (a master account and sub-accounts). You may be required to
enter into a separate agreement with FIIOC. Charges for these
services, if any, will be determined based on the level of services to
be rendered.
SHAREHOLDER AND ACCOUNT POLICIES

DIVIDENDS, CAPITAL GAINS, AND TAXES
Each fund distributes substantially all of its net investment income
and capital gains, if any, to shareholders each year. Income dividends
are declared daily and paid monthly.
Income dividends declared are accrued daily throughout the month and
are normally distributed on the first business day of the following
month. However, dividends relating to Class III shares redeemed if you
close your account during the month may be distributed on the day your
account is closed. Each fund reserves the right to limit this service.
DISTRIBUTION OPTIONS
When you open an account, specify on your account application how you
want to receive your distributions. Class III offers two options:
1. REINVESTMENT OPTION. Your dividend and capital gain distributions,
if any, will be automatically reinvested in additional shares of the
same class of the fund. If you do not indicate a choice on your
application, you will be assigned this option.
2. CASH OPTION. You will be sent a wire for your dividend and capital
gain distributions, if any.
Dividends will be reinvested at each fund's Class III NAV on the last
day of the month. Capital gain distributions, if any, will be
reinvested at the NAV as of the record date of the distribution.
TAXES
As with any investment, you should consider how an investment in the
funds could affect you. Below are some of the funds' tax implications.
TAXES ON DISTRIBUTIONS. Interest income that Tax-Exempt Portfolio
earns is distributed to shareholders as income dividends. Interest
that is federally tax-free remains tax-free when it is distributed.
Distributions from the Taxable Funds, however, are subject to federal
income tax and may also be subject to state or local taxes. If you
live outside the United States, your distributions from these funds
could also be taxed by the country in which you reside.
For federal tax purposes, income and short-term capital gains from the
Taxable Funds are distributed as dividends and taxed as ordinary
income; capital gain distributions, if any, are taxed as long-term
capital gains.
However, for shareholders of Tax-Exempt Portfolio, gain on the sale of
tax-free bonds results in taxable distributions. Short-term capital
gains and a portion of the gain on bonds purchased at a discount are
distributed as dividends and taxed as ordinary income; capital gain
distributions, if any, are taxed as long-term capital gains.
Mutual fund dividends from U.S. Government securities are generally
free from state and local income taxes. However, particular states may
limit this benefit, and some types of securities, such as repurchase
agreements and some agency-backed securities, may not qualify for the
benefit. In addition, some states may impose intangible property
taxes. You should consult your own tax adviser for details and
up-to-date information on the tax laws in your state.
For the fiscal year ended March 31, 1998, 100% of Treasury Only
Portfolio's, 25.20% of Treasury Portfolio's and 18.44% of Government
Portfolio's, income distributions were derived from interest on U.S.
Government securities which is generally exempt from state income tax.
Distributions are taxable when they are paid, whether you take them in
cash or reinvest them. However, distributions declared in December and
paid in January are taxable as if they were paid on December 31.
Every January, Fidelity will send you and the IRS a statement showing
the tax characterization of distributions paid to you in the previous
year.
A portion of Tax-Exempt Portfolio's dividends may be free from state
or local taxes. Income from investments in your state are often
tax-free to you. Each year, the transfer agent will send you a
breakdown of Tax-Exempt Portfolio's income from each state to help you
calculate your taxes.
During the fiscal year ended March 31, 1998, 100% of Tax-Exempt
Portfolio's income dividends was free from federal income tax.
There are tax requirements that all funds must follow in order to
avoid federal taxation. In its effort to adhere to these requirements,
a fund may have to limit its investment activity in some types of
instruments.
TRANSACTION DETAILS
EACH FUND IS OPEN FOR BUSINESS each day that both the Federal Reserve
Bank of Kansas City (Kansas City Fed) (for Tax-Exempt Portfolio) or
the Federal Reserve Bank of New York (New York Fed) (for the Taxable
Funds), the NYSE and the principal bond markets (as recommended by the
Bond Market Association) are open. The following holiday closings have
been scheduled for 1998: New Year's Day, Martin Luther King's
Birthday, Presidents' Day, Good Friday, Memorial Day, Independence Day
(observed), Labor Day, Columbus Day, Veterans Day, Thanksgiving Day,
and Christmas Day. Although FMR expects the same holiday schedule to
be observed in the future, at any time the Kansas City Fed, the New
York Fed or the NYSE may modify its holiday schedule or the Bond
Market Association may modify its recommendation.
To the extent that portfolio securities are traded in other markets on
days when the Kansas City Fed or the New York Fed, the NYSE or the
principal bond markets are closed, each class's NAV may be affected on
days when investors do not have access to the fund to purchase or
redeem shares. Certain Fidelity funds may follow different holiday
closing schedules.
A CLASS'S NAV is the value of a single share. The NAV of Class III of
each fund is computed by adding Class III's pro rata share of the
value of the fund's investments, cash, and other assets, subtracting
Class III's pro rata share of the value of the fund's liabilities,
subtracting the liabilities allocated to Class III, and dividing the
result by the number of Class III shares of that fund that are
outstanding. Each fund values its portfolio securities on the basis of
amortized cost. This method minimizes the effect of changes in a
security's market value and helps each fund maintain a stable $1.00
share price.
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.
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 redeem and
exchange by telephone, call Fidelity Client Services for instructions.
Additional documentation may be required from corporations,
associations, and certain fiduciaries.
EACH FUND RESERVES THE RIGHT to suspend the offering of shares for a
period of time.
TO ALLOW FMR TO MANAGE THE FUNDS MOST EFFECTIVELY, you are urged to
initiate all trades as early in the day as possible and to notify
Fidelity Client Services in advance of large transactions.
WHEN YOU PLACE AN ORDER TO BUY SHARES, your shares will be purchased
at the next NAV calculated after your order is received in proper
form. Note the following:
(small solid bullet) All of your purchases must be made by federal
funds wire; checks will not be accepted for purchases.
(small solid bullet) If your wire is not received in proper form by
the close of the Federal Reserve Wire System on the day of purchase,
you could be liable for any losses or fees a fund or the transfer
agent has incurred or for interest and penalties.
(small solid bullet) Shares begin to earn dividends on the day of
purchase provided (i) you contact Fidelity Client Services and place
your order between 8:30 a.m. and the following times on page 30 and
(ii) the fund's designated wire bank receives the wire in proper form
before the close of the Federal Reserve Wire System on that day.
(small solid bullet) On any day the principal bond markets close
early, as recommended by the Bond Market Association, or the Kansas
City Fed (for Tax-Exempt Portfolio) or the New York Fed (for the
Taxable Funds) close early, a class may advance the time on that day
by which purchase orders must be placed so that shares earn dividends
on the day of purchase.
FUND DIVIDEND TIMES
(EASTERN TIME)

TREASURY ONLY PORTFOLIO 2:00 P.M.

TREASURY PORTFOLIO 5:00 P.M.

GOVERNMENT PORTFOLIO 5:00 P.M.

DOMESTIC PORTFOLIO 5:00 P.M.

RATED MONEY MARKET PORTFOLIO 5:00 P.M.

MONEY MARKET PORTFOLIO 3:00 P.M.

TAX-EXEMPT PORTFOLIO 12:00 NOON

The income declared for Treasury Portfolio, Government Portfolio,
Domestic Portfolio and Rated Money Market Portfolio is based on
estimates of net investment income for the fund. Actual income may
differ from estimates, and differences, if any, will be included in
the calculation of subsequent dividends.
WHEN YOU PLACE AN ORDER TO SELL SHARES, your shares will be sold at
the next NAV calculated after your order is received in proper form.
Note the following:
(small solid bullet) Shares earn dividends through the day prior to
the day of redemption. On any day that the principal bond markets
close early (as recommended by the Bond Market Association) or the
Kansas City Fed (for Tax-Exempt Portfolio) or the New York Fed (for
the Taxable Funds) close early, a class may set a time after which
shares earn dividends through the day of redemption. Under such
circumstances, shares redeemed on a Friday or prior to a holiday
continue to earn dividends until the next business day.
(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.
IF YOUR ACCOUNT BALANCE FALLS BELOW $1,000,000 you will be given 30
days' notice to reestablish the minimum balance. If you do not
increase your balance, Fidelity reserves the right to close your
account and send the proceeds to you. Your shares will be redeemed at
the NAV on the day your account is closed.
THE TRANSFER AGENT MAY CHARGE A FEE FOR SPECIAL SERVICES, such as
providing historical account documents, that are beyond the normal
scope of its services.
FDC may, at its own expense, provide promotional incentives to
qualified recipients who support the sale of shares of the funds
without reimbursement from the funds. Qualified recipients are
securities dealers who have sold fund shares or others, including
banks and other financial institutions, under special arrangements in
connection with FDC's sales activities. In some instances, these
incentives may be offered only to certain institutions whose
representatives provide services in connection with the sale or
expected sale of significant amounts of shares.
EXCHANGE RESTRICTIONS
As a shareholder you have the privilege of exchanging Class III shares
of any fund offered through this prospectus at no charge for Class III
shares of any other fund offered through this prospectus.
An exchange involves the redemption of all or a portion of the shares
of one fund and the purchase of shares of another fund.
BY TELEPHONE. Exchanges may be requested on any day a fund is open for
business by calling Fidelity Client Services at 1-800-843-3001.
BY MAIL. You may exchange shares on any business day by submitting
written instructions with an authorized signature which is on file for
that account. Written requests for exchanges should contain the fund
name, class name, account number, the number of shares to be redeemed,
and the name of the fund and class to be purchased. Written requests
for exchange should be mailed to Fidelity Client Services at the
address on page 36.
WHEN YOU PLACE AN ORDER TO EXCHANGE SHARES, Class III shares will be
redeemed at the next determined NAV after your order is received in
proper form. Shares of the fund to be acquired will be purchased at
its next determined NAV after redemption proceeds are made available.
You should note that, under certain circumstances, a fund may take up
to seven days to make redemption proceeds available for the exchange
purchase of shares of another fund. In addition, please note the
following:
(small solid bullet) Exchanges will not be permitted until a completed
and signed account application is on file.
(small solid bullet) The fund or class you are exchanging into must be
available for sale in your state.
(small solid bullet) You may only exchange between accounts that are
registered in the same name, address, and taxpayer identification
number.
(small solid bullet) Before exchanging into a fund or class read its
prospectus.
(small solid bullet) Exchanges may have tax consequences for you.
(small solid bullet) Currently, there is no limit on the number of
exchanges out of a fund.
(small solid bullet) Each fund reserves the right to 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.
(small solid bullet) Your exchanges may be restricted or refused if a
fund receives or anticipates simultaneous orders affecting significant
portions of the fund's assets. In particular, a pattern of exchanges
that coincides with a "market timing" strategy may be disruptive to a
fund.
Although the funds will attempt to give you prior notice whenever they
are reasonably able to do so, they may impose these restrictions at
any time. The funds reserve the right to terminate or modify the
exchange privilege in the future.
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 SAI,
in connection with the offer contained in this Prospectus. If given or
made, such other information or representations must not be relied
upon as having been authorized by the funds or FDC. This Prospectus
and the related SAI do not constitute an offer by the funds or by FDC
to sell or to buy shares of the funds to any person to whom it is
unlawful to make such offer.

This prospectus is printed on recycled paper using soy-based inks.
SUPPLEMENT TO THE FIDELITY INSTITUTIONAL MONEY MARKET FUNDS - CLASS I
MAY 29, 1998
PROSPECTUS
PROPOSED REORGANIZATION. The Board of Trustees of Rated Money Market
Portfolio has unanimously approved an Agreement and Plan of
Reorganization ("Agreement") between Rated Money Market Portfolio and
Domestic Portfolio, a fund of Colchester Street Trust.
The Agreement provides for the transfer of all of the assets and the
assumption of all of the liabilities of Rated Money Market Portfolio
solely in exchange for an identical number of shares of the
corresponding class of Domestic Portfolio. Following such exchange,
Rated Money Market Portfolio will distribute such shares pro rata to
the corresponding class in liquidation of Rated Money Market Portfolio
as provided in the Agreement (the transactions contemplated by the
Agreement referred to as the "Reorganization").
The Reorganization can be consummated only if, among other things, it
is approved by a majority vote of shareholders. A Special Meeting (the
"Meeting") of the Shareholders of Rated Money Market Portfolio will be
held on December 16, 1998, and approval of the Agreement will be voted
on at that time. In connection with the Meeting, Rated Money Market
Portfolio will be filing with the Securities and Exchange Commission
and delivering to its shareholders of record a Proxy Statement
describing the Reorganization and a Prospectus for Domestic Portfolio.
If the Agreement is approved at the Meeting and certain conditions
required by the Agreement are satisfied, the Reorganization is
expected to become effective on or about January 21, 1999. If
shareholder approval of the Agreement is delayed due to failure to
meet a quorum or otherwise, the Reorganization will become effective,
if approved, as soon as practicable thereafter.
In the event Rated Money Market Portfolio shareholders fail to approve
the Agreement, Rated Money Market Portfolio will continue to engage in
business as a registered investment company and the Board of Trustees
will consider other proposals for the reorganization or liquidation of
the Fund.
Effective October 19, 1998, Rated Money Market Portfolio will be
closed to new accounts pending the Reorganization.
The following information replaces similar information found in
"Investment Principles and Risks" beginning on page 15.
TREASURY PORTFOLIO seeks to earn a high level of current income while
maintaining a stable $1.00 share price by investing in high-quality,
short-term securities. The fund invests only in U.S. Treasury
securities and repurchase agreements for these securities. The fund
does not enter into reverse repurchase agreements. The fund currently
intends to maintain a dollar-weighted average maturity of 60 days or
less.
GOVERNMENT PORTFOLIO seeks to earn a high level of current income
while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in U.S.
Government securities and repurchase agreements for these securities.
The fund also may enter into reverse repurchase agreements. The fund
currently intends to maintain a dollar-weighted average maturity of 60
days or less.
DOMESTIC PORTFOLIO seeks to earn a high level of current income while
maintaining a stable $1.00 share price by investing in high-quality,
short-term securities. The fund invests only in the highest-quality
U.S. dollar-denominated money market securities of domestic issuers
rated in the highest rating category by at least two nationally
recognized rating services, U.S. Government securities and repurchase
agreements. The fund also may enter into reverse repurchase
agreements. The fund currently intends to maintain a dollar-weighted
average maturity of 60 days or less.
RATED MONEY MARKET PORTFOLIO seeks to earn a high level of current
income while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in U.S.
dollar-denominated money market securities of domestic and foreign
issuers rated in the highest rating category by at least two
nationally recognized rating services, U.S. Government securities, and
repurchase agreements. The fund will not purchase any securities of
foreign issuers that mature beyond January 21, 1999, the anticipated
effective date of the Proposed Reorganization. The fund also may enter
into reverse repurchase agreements. The fund currently intends to
maintain a dollar-weighted average maturity of 60 days or less.
The following information supplements information found in "Investment
Principles and Risks" beginning on page 15.
THE FUNDS comply with industry-standard requirements for the quality,
maturity, and diversification of their investments, which are designed
to help maintain a stable $1.00 share price. Of course, there is no
guarantee that the funds will maintain a stable $1.00 share price. The
funds will purchase only high-quality securities that FMR believes
present minimal credit risks and will observe maturity restrictions on
securities they buy. In general, securities with longer maturities are
more vulnerable to price changes, although they may provide higher
yields. It is possible that a major change in interest rates or a
default on the funds' investments could cause their share prices (and
the value of your investment) to change.

SUPPLEMENT TO THE FIDELITY INSTITUTIONAL MONEY MARKET FUNDS - CLASS II
MAY 29, 1998
PROSPECTUS
PROPOSED REORGANIZATION. The Board of Trustees of Rated Money Market
Portfolio has unanimously approved an Agreement and Plan of
Reorganization ("Agreement") between Rated Money Market Portfolio and
Domestic Portfolio, a fund of Colchester Street Trust.
The Agreement provides for the transfer of all of the assets and the
assumption of all of the liabilities of Rated Money Market Portfolio
solely in exchange for an identical number of shares of the
corresponding class of Domestic Portfolio. Following such exchange,
Rated Money Market Portfolio will distribute such shares pro rata to
the corresponding class in liquidation of Rated Money Market Portfolio
as provided in the Agreement (the transactions contemplated by the
Agreement referred to as the "Reorganization").
The Reorganization can be consummated only if, among other things, it
is approved by a majority vote of shareholders. A Special Meeting (the
"Meeting") of the Shareholders of Rated Money Market Portfolio will be
held on December 16, 1998, and approval of the Agreement will be voted
on at that time. In connection with the Meeting, Rated Money Market
Portfolio will be filing with the Securities and Exchange Commission
and delivering to its shareholders of record a Proxy Statement
describing the Reorganization and a Prospectus for Domestic Portfolio.
If the Agreement is approved at the Meeting and certain conditions
required by the Agreement are satisfied, the Reorganization is
expected to become effective on or about January 21, 1999. If
shareholder approval of the Agreement is delayed due to failure to
meet a quorum or otherwise, the Reorganization will become effective,
if approved, as soon as practicable thereafter.
In the event Rated Money Market Portfolio shareholders fail to approve
the Agreement, Rated Money Market Portfolio will continue to engage in
business as a registered investment company and the Board of Trustees
will consider other proposals for the reorganization or liquidation of
the Fund.
Effective October 19, 1998, Rated Money Market Portfolio will be
closed to new accounts pending the Reorganization.
The following information replaces similar information found in
"Investment Principles and Risks" beginning on page 15.
TREASURY PORTFOLIO seeks to earn a high level of current income while
maintaining a stable $1.00 share price by investing in high-quality,
short-term securities. The fund invests only in U.S. Treasury
securities and repurchase agreements for these securities. The fund
does not enter into reverse repurchase agreements. The fund currently
intends to maintain a dollar-weighted average maturity of 60 days or
less.
GOVERNMENT PORTFOLIO seeks to earn a high level of current income
while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in U.S.
Government securities and repurchase agreements for these securities.
The fund also may enter into reverse repurchase agreements. The fund
currently intends to maintain a dollar-weighted average maturity of 60
days or less.
DOMESTIC PORTFOLIO seeks to earn a high level of current income while
maintaining a stable $1.00 share price by investing in high-quality,
short-term securities. The fund invests only in the highest-quality
U.S. dollar-denominated money market securities of domestic issuers
rated in the highest rating category by at least two nationally
recognized rating services, U.S. Government securities and repurchase
agreements. The fund also may enter into reverse repurchase
agreements. The fund currently intends to maintain a dollar-weighted
average maturity of 60 days or less.
RATED MONEY MARKET PORTFOLIO seeks to earn a high level of current
income while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in U.S.
dollar-denominated money market securities of domestic and foreign
issuers rated in the highest rating category by at least two
nationally recognized rating services, U.S. Government securities, and
repurchase agreements. The fund will not purchase any securities of
foreign issuers that mature beyond January 21, 1999, the anticipated
effective date of the Proposed Reorganization. The fund also may enter
into reverse repurchase agreements. The fund currently intends to
maintain a dollar-weighted average maturity of 60 days or less.
TAX-EXEMPT PORTFOLIO seeks to earn a high level of current income that
is free from federal income tax while maintaining a stable $1.00 share
price by investing in high-quality, short-term municipal securities of
all types, including securities structured so that they are eligible
investments for the fund. The fund invests in municipal money market
securities rated in the highest category by at least one nationally
recognized rating service and in one of the two highest categories by
another rating service if rated by more than one, or, if unrated,
determined to be of equivalent quality to the highest rating category
by FMR. FMR normally invests the fund's assets so that at least 80% of
the fund's income distributions is free from federal income tax. The
fund does not currently intend to purchase municipal securities whose
interest is subject to the federal alternative minimum tax.
The following information supplements information found in "Investment
Principles and Risks" beginning on page 15.
THE FUNDS comply with industry-standard requirements for the quality,
maturity, and diversification of their investments, which are designed
to help maintain a stable $1.00 share price. Of course, there is no
guarantee that the funds will maintain a stable $1.00 share price. The
funds will purchase only high-quality securities that FMR believes
present minimal credit risks and will observe maturity restrictions on
securities they buy. In general, securities with longer maturities are
more vulnerable to price changes, although they may provide higher
yields. It is possible that a major change in interest rates or a
default on the funds' investments could cause their share prices (and
the value of your investment) to change.

SUPPLEMENT TO THE FIDELITY INSTITUTIONAL MONEY MARKET FUNDS - CLASS
III MAY 29, 1998
PROSPECTUS
PROPOSED REORGANIZATION. The Board of Trustees of Rated Money Market
Portfolio has unanimously approved an Agreement and Plan of
Reorganization ("Agreement") between Rated Money Market Portfolio and
Domestic Portfolio, a fund of Colchester Street Trust.
The Agreement provides for the transfer of all of the assets and the
assumption of all of the liabilities of Rated Money Market Portfolio
solely in exchange for an identical number of shares of the
corresponding class of Domestic Portfolio. Following such exchange,
Rated Money Market Portfolio will distribute such shares pro rata to
the corresponding class in liquidation of Rated Money Market Portfolio
as provided in the Agreement (the transactions contemplated by the
Agreement referred to as the "Reorganization").
The Reorganization can be consummated only if, among other things, it
is approved by a majority vote of shareholders. A Special Meeting (the
"Meeting") of the Shareholders of Rated Money Market Portfolio will be
held on December 16, 1998, and approval of the Agreement will be voted
on at that time. In connection with the Meeting, Rated Money Market
Portfolio will be filing with the Securities and Exchange Commission
and delivering to its shareholders of record a Proxy Statement
describing the Reorganization and a Prospectus for Domestic Portfolio.
If the Agreement is approved at the Meeting and certain conditions
required by the Agreement are satisfied, the Reorganization is
expected to become effective on or about January 21, 1999. If
shareholder approval of the Agreement is delayed due to failure to
meet a quorum or otherwise, the Reorganization will become effective,
if approved, as soon as practicable thereafter.
In the event Rated Money Market Portfolio shareholders fail to approve
the Agreement, Rated Money Market Portfolio will continue to engage in
business as a registered investment company and the Board of Trustees
will consider other proposals for the reorganization or liquidation of
the Fund.
Effective October 19, 1998, Rated Money Market Portfolio will be
closed to new accounts pending the Reorganization.
The following information replaces similar information found in
"Investment Principles and Risks" beginning on page 15.
TREASURY PORTFOLIO seeks to earn a high level of current income while
maintaining a stable $1.00 share price by investing in high-quality,
short-term securities. The fund invests only in U.S. Treasury
securities and repurchase agreements for these securities. The fund
does not enter into reverse repurchase agreements. The fund currently
intends to maintain a dollar-weighted average maturity of 60 days or
less.
GOVERNMENT PORTFOLIO seeks to earn a high level of current income
while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in U.S.
Government securities and repurchase agreements for these securities.
The fund also may enter into reverse repurchase agreements. The fund
currently intends to maintain a dollar-weighted average maturity of 60
days or less.
DOMESTIC PORTFOLIO seeks to earn a high level of current income while
maintaining a stable $1.00 share price by investing in high-quality,
short-term securities. The fund invests only in the highest-quality
U.S. dollar-denominated money market securities of domestic issuers
rated in the highest rating category by at least two nationally
recognized rating services, U.S. Government securities and repurchase
agreements. The fund also may enter into reverse repurchase
agreements. The fund currently intends to maintain a dollar-weighted
average maturity of 60 days or less.
RATED MONEY MARKET PORTFOLIO seeks to earn a high level of current
income while maintaining a stable $1.00 share price by investing in
high-quality, short-term securities. The fund invests only in U.S.
dollar-denominated money market securities of domestic and foreign
issuers rated in the highest rating category by at least two
nationally recognized rating services, U.S. Government securities, and
repurchase agreements. The fund will not purchase any securities of
foreign issuers that mature beyond January 21, 1999, the anticipated
effective date of the Proposed Reorganization. The fund also may enter
into reverse repurchase agreements. The fund currently intends to
maintain a dollar-weighted average maturity of 60 days or less.
TAX-EXEMPT PORTFOLIO seeks to earn a high level of current income that
is free from federal income tax while maintaining a stable $1.00 share
price by investing in high-quality, short-term municipal securities of
all types, including securities structured so that they are eligible
investments for the fund. The fund invests in municipal money market
securities rated in the highest category by at least one nationally
recognized rating service and in one of the two highest categories by
another rating service if rated by more than one, or, if unrated,
determined to be of equivalent quality to the highest rating category
by FMR. FMR normally invests the fund's assets so that at least 80% of
the fund's income distributions is free from federal income tax. The
fund does not currently intend to purchase municipal securities whose
interest is subject to the federal alternative minimum tax.
The following information supplements information found in "Investment
Principles and Risks" beginning on page 15.
THE FUNDS comply with industry-standard requirements for the quality,
maturity, and diversification of their investments, which are designed
to help maintain a stable $1.00 share price. Of course, there is no
guarantee that the funds will maintain a stable $1.00 share price. The
funds will purchase only high-quality securities that FMR believes
present minimal credit risks and will observe maturity restrictions on
securities they buy. In general, securities with longer maturities are
more vulnerable to price changes, although they may provide higher
yields. It is possible that a major change in interest rates or a
default on the funds' investments could cause their share prices (and
the value of your investment) to change.

FIDELITY INSTITUTIONAL MONEY MARKET FUNDS
TREASURY ONLY PORTFOLIO, TREASURY PORTFOLIO, GOVERNMENT PORTFOLIO,
DOMESTIC PORTFOLIO, RATED MONEY MARKET
PORTFOLIO, MONEY MARKET PORTFOLIO, AND TAX-EXEMPT PORTFOLIO
FUNDS OF COLCHESTER STREET TRUST
STATEMENT OF ADDITIONAL INFORMATION
MAY 29, 1998
This Statement of Additional Information (SAI) is not a prospectus but
should be read in conjunction with the funds' current Prospectuses
(dated May 29, 1998). Please retain this document for future
reference. The funds' Annual Report is a separate document supplied
with this SAI. To obtain a free additional copy of a Prospectus or an
Annual Report, please call Fidelity Client Services (Client Services)
at 1-800-843-3001.
TABLE OF CONTENTS PAGE

INVESTMENT POLICIES AND LIMITATIONS 42

PORTFOLIO TRANSACTIONS 49

VALUATION 50

PERFORMANCE 50

ADDITIONAL PURCHASE, EXCHANGE AND REDEMPTION INFORMATION 75

DISTRIBUTIONS AND TAXES 75

FMR 76

TRUSTEES AND OFFICERS 76

MANAGEMENT CONTRACTS 81

DISTRIBUTION AND SERVICE PLANS 84

CONTRACTS WITH FMR AFFILIATES 86

DESCRIPTION OF THE TRUST 87

FINANCIAL STATEMENTS 87

APPENDIX 88

INVESTMENT ADVISER
Fidelity Management & Research Company (FMR)
INVESTMENT SUB-ADVISER
Fidelity Investments Money Management, Inc. (FIMM)
DISTRIBUTOR
Fidelity Distributors Corporation (FDC)
TRANSFER AGENT FOR TREASURY ONLY PORTFOLIO, TREASURY PORTFOLIO,
GOVERNMENT PORTFOLIO, DOMESTIC PORTFOLIO, RATED MONEY MARKET
PORTFOLIO, AND MONEY MARKET PORTFOLIO (THE TAXABLE FUNDS)
Fidelity Investments Institutional Operations Company (FIIOC)
TRANSFER AGENT FOR TAX-EXEMPT PORTFOLIO
UMB Bank, n.a. (UMB)
For more information on any Fidelity fund, including charges and
expenses, call or write for a free prospectus. Read it carefully
before you invest or send money.
IMM-ptb-0598
475532
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 TREASURY ONLY PORTFOLIO
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. 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
that 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;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) 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;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) 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;
(6) 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);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments; or
(8) 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.
(9) 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:
(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 total assets in the first tier of a single issuer
for up to three business days.
(ii) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(iii) The fund does not currently intend to 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 margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iv) 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. The fund will not borrow from
other funds advised by FMR or its affiliates if total outstanding
borrowings immediately after such borrowing would exceed 15% of the
fund's total assets.
(v) 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.
(vi) The fund does not currently intend to engage in repurchase
agreements or make loans, but this limitation does not apply to
purchases of debt securities.
(vii) 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.
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.
Subject to revision upon 90 days' notice to shareholders, the fund
does not intend to engage in reverse repurchase agreements.
For the fund's policies on quality and maturity, see the section
entitled "Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF TREASURY PORTFOLIO
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. 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;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) 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;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) 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;
(6) buy or sell real estate;
(7) 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;
(8) invest in oil, gas, or other mineral exploration or development
programs;
(9) invest in companies for the purpose of exercising control or
management; or
(10) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments.
(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 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 securities of a single issuer: provided that the fund may
invest up to 25% of total assets in the first tier of a single issuer
for up to three business days.
(ii) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(iii) The fund does not currently intend to 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 margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iv) 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 an investment adviser or (b) by engaging in
reverse repurchase agreements with any party. The fund will not borrow
from other funds advised by FMR or its affiliates if total outstanding
borrowings immediately after such borrowing would exceed 15% of the
fund's total assets.
(v) The fund does not currently intend to purchase a security if, as a
result, more than 10% of its net assets would be invested in
securities that are deemed 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.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 10% 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.)
(vii) 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.
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.
As an operating policy, the fund intends to invest 100% of its total
assets in U.S. Treasury bills, notes, and bonds and repurchase
agreements comprised of those obligations at all times. This policy
may only be changed upon 90 days' notice to shareholders.
For the fund's policies on quality and maturity, see the section
entitled "Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF GOVERNMENT PORTFOLIO
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. 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;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) 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;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) 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;
(6) buy or sell real estate;
(7) 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;
(8) invest in oil, gas, or other mineral exploration or development
programs;
(9) invest in companies for the purpose of exercising control or
management; or
(10) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments.
(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 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 securities of a single issuer: provided that the fund may
invest up to 25% of total assets in the first tier of a single issuer
for up to three business days.
(ii) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(iii) The fund does not currently intend to 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 margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iv) 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. The fund will not borrow from
other funds advised by FMR or its affiliates if total outstanding
borrowings immediately after such borrowing would exceed 15% of the
fund's total assets.
(v) 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.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 10% 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.)
(vii) 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.
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.
For the fund's policies on quality and maturity, see the section
entitled "Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF DOMESTIC PORTFOLIO
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. 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;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) 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;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) 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, except that
the fund will invest more than 25% of its total assets in the
financial services industry;
(6) buy or sell real estate;
(7) 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;
(8) invest in oil, gas, or other mineral exploration or development
programs;
(9) invest in companies for the purpose of exercising control or
management; or
(10) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments.
(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 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 securities of a single issuer: provided that the fund may
invest up to 25% of total assets in the first tier of a single issuer
for up to three business days.
(ii) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(iii) The fund does not currently intend to 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 margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iv) 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. The fund will not borrow from
other funds advised by FMR or its affiliates if total outstanding
borrowings immediately after such borrowing would exceed 15% of the
fund's total assets.
(v) 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.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 10% 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.)
(vii) 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.
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.
For the fund's policies on quality and maturity, see the section
entitled "Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF RATED MONEY MARKET PORTFOLIO
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. 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;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) 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;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) 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, except that
the fund will invest more than 25% of its total assets in the
financial services industry;
(6) 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);
(7) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments;
(8) 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; or
(9) invest in oil, gas, or other mineral exploration or development
programs.
(10) 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:
(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 total assets in the first tier of a single issuer
for up to three business days.
(ii) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(iii) The fund does not currently intend to 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 margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iv) 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. The fund will not borrow from
other funds advised by FMR or its affiliates if total outstanding
borrowings immediately after such borrowing would exceed 15% of the
fund's total assets.
(v) 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.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 10% 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.)
(vii) 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.
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.
For the fund's policies on quality and maturity, see the section
entitled "Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF MONEY MARKET PORTFOLIO
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. 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;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) 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;
(4) underwrite securities issued by others, except to the extent that
the fund may be considered an underwriter within the meaning of the
Securities Act of 1933 in the disposition of restricted securities;
(5) 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, except that
the fund will invest more than 25% of its total assets in the
financial services industry;
(6) buy or sell real estate;
(7) 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;
(8) invest in oil, gas, or other mineral exploration or development
programs;
(9) invest in companies for the purpose of exercising control or
management; or
(10) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments.
(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 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 securities of a single issuer: provided that the fund may
invest up to 25% of total assets in the first tier of a single issuer
for up to three business days.
(ii) The fund does not currently intend to sell securities short,
unless it owns or has the right to obtain securities equivalent in
kind and amount to the securities sold short, and provided that
transactions in futures contracts and options are not deemed to
constitute selling securities short.
(iii) The fund does not currently intend to 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 margin
payments in connection with futures contracts and options on futures
contracts shall not constitute purchasing securities on margin.
(iv) 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. The fund will not borrow from
other funds advised by FMR or its affiliates if total outstanding
borrowings immediately after such borrowing would exceed 15% of the
fund's total assets.
(v) 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.
(vi) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 10% 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.)
(vii) 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.
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.
For the fund's policies on quality and maturity, see the section
entitled "Quality and Maturity" on page .
INVESTMENT LIMITATIONS OF TAX-EXEMPT PORTFOLIO
THE FOLLOWING ARE THE FUND'S FUNDAMENTAL INVESTMENT LIMITATIONS SET
FORTH IN THEIR ENTIRETY. 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;
(2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
(3) make short sales of securities;
(4) purchase any securities on margin, except for such short-term
credits as are necessary for the clearance of transactions;
(5) borrow money, except that the fund may borrow money for temporary
or emergency purposes (not for leveraging or investment) in an amount
not exceeding 33 1/3% of its 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 considered 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, or tax-exempt obligations issued or guaranteed by a
U.S. territory or possession or a state or local government, or a
political subdivision of any of the foregoing) if, as a result, more
than 25% of the fund's total assets would be invested in securities of
companies whose principal business activities are in the same
industry;
(8) purchase or sell real estate, but this shall not prevent the fund
from investing in municipal bonds or other obligations secured by real
estate or interests therein;
(9) purchase or sell physical commodities;
(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; or
(11) invest in oil, gas, or other mineral exploration or development
programs.
(12) 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.
(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 total assets in the first tier 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 (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (5)). The fund will not borrow from other funds advised by
FMR or its affiliates if total outstanding borrowings immediately
after such borrowing would exceed 15% of the fund's total assets.
(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 engage in repurchase
agreements or make loans, but this limitation does not apply to
purchases of debt securities.
(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.
For purposes of investment limitations (1), (7) and (i), FMR
identifies the issuer of a security depending on its terms and
conditions. In identifying the issuer, FMR will consider the entity or
entities responsible for payment of interest and repayment of
principal and the source of such payments; the way in which assets and
revenues of an issuing political subdivision are separated from those
of other political entities; and whether a governmental body is
guaranteeing the security.
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 issuers, but are
subject to separate diversification requirements, in accordance with
industry standard requirements for money market funds.
Securities must be rated in accordance with applicable rules in the
highest rating category for short-term securities by at least one
nationally recognized rating service (NRSRO) and rated in one of the
two highest categories for short-term securities by another NRSRO if
rated by more than one NRSRO, or, if unrated, judged to be equivalent
to highest quality by FMR pursuant to procedures adopted by the Board
of Trustees. The fund's policy regarding limiting investments to the
highest rating category may be changed upon 90 days' prior notice to
shareholders.
For the fund's policies on quality and maturity, see the section
entitled "Quality and Maturity" on page .
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 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.
DELAYED-DELIVERY TRANSACTIONS. Securities may be bought and sold on a
delayed-delivery or when-issued basis. These transactions involve a
commitment to purchase or sell specific securities at a predetermined
price or yield, with payment and delivery taking 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 on a delayed-delivery basis, 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 delayed-delivery purchases
are outstanding, the delayed-delivery purchases may result in a form
of leverage. When delayed-delivery purchases are outstanding, a fund
will set aside appropriate liquid assets in a segregated custodial
account to cover the purchase obligations. When a fund has sold a
security on a delayed-delivery basis, 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 delayed delivery transaction and may sell the
underlying securities before delivery, which may result in capital
gains or losses for the fund.
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.
FEDERALLY TAXABLE SECURITIES. Under normal conditions, a municipal
fund does not intend to invest in securities whose interest is
federally taxable. However, from time to time on a temporary basis, a
municipal fund may invest a portion of its assets in fixed-income
securities whose interest is subject to federal income tax.
Should a municipal fund invest in federally taxable securities, it
would purchase securities that, in FMR's judgment, are of high
quality. These securities would include those issued or guaranteed by
the U.S. Government or its agencies or instrumentalities and
repurchase agreements for those securities.
A municipal money market fund will purchase taxable securities only if
they meet its quality requirements.
Proposals to restrict or eliminate the federal income tax exemption
for interest on municipal securities are introduced before Congress
from time to time. Proposals also may be introduced before that would
affect the state tax treatment of a municipal fund's distributions. If
such proposals were enacted, the availability of municipal securities
and the value of a municipal fund's holdings would be affected and the
Trustees would reevaluate the fund's investment objectives and
policies.
ILLIQUID INVESTMENTS are investments that cannot be sold or disposed
of in the ordinary course of business at approximately the prices at
which they are valued. 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
instruments. In determining the liquidity of a fund's investments, FMR
may consider various factors, including (1) the frequency of trades
and quotations, (2) the number of dealers and prospective purchasers
in the marketplace, (3) dealer undertakings to make a market, (4) the
nature of the security (including any demand or tender features), and
(5) the nature of the marketplace for trades (including the ability to
assign or offset the fund's rights and obligations relating to the
investment).
Investments currently considered by FMR to be illiquid include
repurchase agreements not entitling the holder to repayment of
principal and payment of interest within seven days. Also, FMR may
determine some restricted securities, municipal lease obligations, and
time deposits to be illiquid.
In the absence of market quotations, illiquid investments are valued
for purposes of monitoring amortized cost valuation at fair value as
determined in good faith by a committee appointed by the Board of
Trustees.
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. Treasury Only
Portfolio, Treasury Portfolio, Government Portfolio, and Tax-Exempt
Portfolio currently intend to participate in this program only as
borrowers. 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 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 LEASES and participation interests therein may take the form
of a lease, an installment purchase, or a conditional sale contract
and are issued by state and local governments and authorities to
acquire land or a wide variety of equipment and facilities. Generally,
a fund will not hold these obligations directly as a lessor of the
property, but will purchase a participation interest in a municipal
obligation from a bank or other third party. A participation interest
gives the purchaser a specified, undivided interest in the obligation
in proportion to its purchased interest in the total amount of the
issue.
Municipal leases frequently have risks distinct from those associated
with general obligation or revenue bonds. State constitutions and
statutes set forth requirements that states or municipalities must
meet to incur debt. These may include voter referenda, interest rate
limits, or public sale requirements. Leases, installment purchases, or
conditional sale contracts (which normally provide for title to the
leased asset to pass to the governmental issuer) have evolved as a
means for governmental issuers to acquire property and equipment
without meeting their constitutional and statutory requirements for
the issuance of debt. Many leases and contracts include
"non-appropriation clauses" providing that the governmental issuer has
no obligation to make future payments under the lease or contract
unless money is appropriated for such purposes by the appropriate
legislative body on a yearly or other periodic basis.
Non-appropriation clauses free the issuer from debt issuance
limitations.
MUNICIPAL MARKET DISRUPTION RISK. The value of 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 in the event
of a bankruptcy. Municipal bankruptcies are relatively rare, and
certain provisions of the U.S. Bankruptcy Code governing such
bankruptcies are unclear and remain untested. Further, the application
of state law to municipal issuers could produce varying results among
the states or among municipal securities issuers within a state. These
legal uncertainties could affect the municipal securities market
generally, certain specific segments of the market, or the relative
credit quality of particular securities. Any of these effects could
have a significant impact on the prices of some or all of the
municipal securities held by a fund, making it more difficult for a
fund to maintain a stable net asset value per share.
EDUCATION. In general, there are two types of education-related bonds;
those issued to finance projects for public and private colleges and
universities, and those representing pooled interests in student
loans. Bonds issued to supply educational institutions with funds are
subject to the risk of unanticipated revenue decline, primarily the
result of decreasing student enrollment or decreasing state and
federal funding. Among the factors that may lead to declining or
insufficient revenues are restrictions on students' ability to pay
tuition, availability of state and federal funding, and general
economic conditions. Student loan revenue bonds are generally offered
by state (or substate) authorities or commissions and are backed by
pools of student loans. Underlying student loans may be guaranteed by
state guarantee agencies and may be subject to reimbursement by the
United States Department of Education through its guaranteed student
loan program. Others may be private, uninsured loans made to parents
or students which are supported by reserves or other forms of credit
enhancement. Recoveries of principal due to loan defaults may be
applied to redemption of bonds or may be used to re-lend, depending on
program latitude and demand for loans. Cash flows supporting student
loan revenue bonds are impacted by numerous factors, including the
rate of student loan defaults, seasoning of the loan portfolio, and
student repayment deferral periods of forbearance. Other risks
associated with student loan revenue bonds include potential changes
in federal legislation regarding student loan revenue bonds, state
guarantee agency reimbursement and continued federal interest and
other program subsidies currently in effect.
ELECTRIC UTILITIES. The electric utilities industry has been
experiencing, and will continue to experience, increased competitive
pressures. Federal legislation in the last two years will open
transmission access to any electricity supplier, although it is not
presently known to what extent competition will evolve. Other risks
include: (a) the availability and cost of fuel, (b) the availability
and cost of capital, (c) the effects of conservation on energy demand,
(d) the effects of rapidly changing environmental, safety, and
licensing requirements, and other federal, state, and local
regulations, (e) timely and sufficient rate increases, and (f)
opposition to nuclear power.
HEALTH CARE. The health care industry is subject to regulatory action
by a number of private and governmental agencies, including federal,
state, and local governmental agencies. A major source of revenues for
the health care industry is payments from the Medicare and Medicaid
programs. As a result, the industry is sensitive to legislative
changes and reductions in governmental spending for such programs.
Numerous other factors may affect the industry, such as general and
local economic conditions; demand for services; expenses (including
malpractice insurance premiums); and competition among health care
providers. In the future, the following elements may adversely affect
health care facility operations: adoption of legislation proposing a
national health insurance program; other state or local health care
reform measures; medical and technological advances which dramatically
alter the need for health services or the way in which such services
are delivered; changes in medical coverage which alter the traditional
fee-for-service revenue stream; and efforts by employers, insurers,
and governmental agencies to reduce the costs of health insurance and
health care services.
HOUSING. Housing revenue bonds are generally issued by a state,
county, city, local housing authority, or other public agency. They
generally are secured by the revenues derived from mortgages purchased
with the proceeds of the bond issue. It is extremely difficult to
predict the supply of available mortgages to be purchased with the
proceeds of an issue or the future cash flow from the underlying
mortgages. Consequently, there are risks that proceeds will exceed
supply, resulting in early retirement of bonds, or that homeowner
repayments will create an irregular cash flow. Many factors may affect
the financing of multi-family housing projects, including acceptable
completion of construction, proper management, occupancy and rent
levels, economic conditions, and changes to current laws and
regulations.
TRANSPORTATION. Transportation debt may be issued to finance the
construction of airports, toll roads, highways, or other transit
facilities. Airport bonds are dependent on the general stability of
the airline industry and on the stability of a specific carrier who
uses the airport as a hub. Air traffic generally follows broader
economic trends and is also affected by the price and availability of
fuel. Toll road bonds are also affected by the cost and availability
of fuel as well as toll levels, the presence of competing roads and
the general economic health of an area. Fuel costs and availability
also affect other transportation-related securities, as do the
presence of alternate forms of transportation, such as public
transportation.
WATER AND SEWER. Water and sewer revenue bonds are often considered to
have relatively secure credit as a result of their issuer's
importance, monopoly status, and generally unimpeded ability to raise
rates. Despite this, lack of water supply due to insufficient rain,
run-off, or snow pack is a concern that has led to past defaults.
Further, public resistance to rate increases, costly environmental
litigation, and Federal environmental mandates are challenges faced by
issuers of water and sewer bonds.
PUT FEATURES entitle the holder to sell a security back to the issuer
or a third party at any time or at specified intervals. They 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.
QUALITY AND MATURITY. Pursuant to procedures adopted by the Board of
Trustees, the funds may purchase only high-quality securities that FMR
believes present minimal credit risks. To be considered high-quality,
a security must be rated in accordance with applicable rules in one of
the two highest categories for short-term securities by at least two
nationally recognized rating services (or by one, if only one rating
service has rated the security); or, if unrated, judged to be of
equivalent quality by FMR.
High-quality securities are divided into "first tier" and "second
tier" securities. First tier securities are those deemed to be in the
highest rating category (e.g., Standard & Poor's A-1 or SP-1), and
second tier securities are those deemed to be in the second highest
rating category (e.g., Standard & Poor's A-2 or SP-2). Split-rated
securities may be determined to be either first tier or second tier
based on applicable regulations.
Each taxable fund may not invest more than 5% of its total assets in
second tier securities. In addition, each taxable fund may not invest
more than 1% of its total assets or $1 million (whichever is greater)
in the second tier securities of a single issuer.
Each fund currently intends to limit its investments to securities
with remaining maturities of 397 days or less, and to maintain a
dollar-weighted average maturity of 90 days or less. When determining
the maturity of a security, each fund may look to an interest rate
reset or demand feature.
REPURCHASE AGREEMENTS. In a repurchase agreement, a fund purchases a
security and simultaneously commits 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. While it does
not presently appear possible to eliminate all risks from these
transactions (particularly the possibility that the value of the
underlying security will be less than the resale price, as well as
delays and costs to a fund in connection with bankruptcy proceedings),
the funds will engage in repurchase agreement transactions with
parties whose creditworthiness has been reviewed and found
satisfactory by FMR.
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, a fund 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, a fund might obtain a less favorable price than prevailed
when it decided to seek registration of the security. However, in
general, the funds anticipate holding restricted securities to
maturity or selling them in an exempt transaction.
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. While a reverse repurchase
agreement is outstanding, a fund will maintain appropriate liquid
assets in a segregated custodial account to cover its obligation under
the agreement. 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 may be viewed as a form of
leverage.
SHORT SALES "AGAINST THE BOX." A fund may sell securities short when
it owns or has the right to obtain securities equivalent in kind or
amount to the securities sold short. Such short sales are known as
short sales "against the box" and could be used to protect the net
asset value per share 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. FMR may rely on its evaluation
of the credit of a bank or other entity in determining whether to
purchase a security supported by a letter of credit guarantee, put or
demand feature, insurance or other source of credit or liquidity. 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.
STRIPPED GOVERNMENT SECURITIES. Stripped government securities are
created by separating the income and principal components of a U.S.
Government security and selling them separately. STRIPS (Separate
Trading of Registered Interest and Principal of Securities) are
created when the coupon payments and the principal payment are
stripped from an outstanding U.S. Treasury security by a Federal
Reserve Bank.
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.
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 the
management contract. FMR is also responsible for the placement of
transaction orders for other investment companies and 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 and, if applicable, arrangements for payment of fund
expenses.
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 funds or other 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 accounts; and
effect securities transactions, and perform functions incidental
thereto (such as clearance and settlement).
For transactions in fixed-income securities 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 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 and 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.
FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided
assistance in the distribution of shares of the funds or shares of
other Fidelity funds to the extent permitted by law. 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 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 March 31, 1998, 1997, and 1996, the funds
paid no brokerage commissions.
For the fiscal year ended March 31, 1998, the funds paid no fees to
brokerage 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 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 accounts. Simultaneous transactions
are inevitable when several funds and 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 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
Fidelity Service Company, Inc. (FSC) normally determines each class's
net asset value per share (NAV) at 12:00 noon Eastern time for
Tax-Exempt Portfolio; 2:00 p.m. Eastern time for Treasury Only
Portfolio; 3:00 p.m. Eastern time for Money Market Portfolio; and 5:00
p.m. Eastern time for Treasury Portfolio, Government Portfolio,
Domestic Portfolio, and Rated Money Market Portfolio. The valuation of
portfolio securities is determined as of these times for the purpose
of computing each class's NAV.
Securities of other open-end investment companies are valued at their
respective NAVs.
During periods of declining interest rates, a class's yield based on
amortized cost valuation may be higher than would result if the fund
used market valuations to determine its NAV. The converse would apply
during periods of rising interest rates.
Valuing each fund's investments on the basis of amortized cost and use
of the term "money market fund" are permitted pursuant to Rule 2a-7
under the 1940 Act. Each fund must adhere to certain conditions under
Rule 2a-7, as summarized in the section entitled "Quality and
Maturity" on page 49.
The Board of Trustees oversees FMR's adherence to the provisions of
Rule 2a-7 and has established procedures designed to stabilize each
class's NAV at $1.00. At such intervals as they deem appropriate, the
Trustees consider the extent to which NAV calculated by using market
valuations would deviate from $1.00 per share. 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 class 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 class's yield and total
return fluctuate in response to market conditions and other factors.
YIELD CALCULATIONS. To compute the yield for each class of 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. Each class of 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, each class
of a fund may quote yields in advertising based on any historical
seven-day period. Yields for each class of 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 class's performance and
in providing a basis for comparison with other investment
alternatives. However, a class'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 class's yield will tend to be somewhat higher than prevailing market
rates, and in periods of rising interest rates a class'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 class's
current yield. In periods of rising interest rates, the opposite can
be expected to occur.
The tax-equivalent yield of a class of Tax-Exempt Portfolio is the
rate an investor would have to earn from a fully taxable investment
before taxes to equal the class's tax-free yield. Tax-equivalent
yields are calculated by dividing a class's yield by the result of one
minus a stated federal income tax rate. If only a portion of a class's
yield is tax-exempt, only that portion is adjusted in the calculation.
1998 TAX RATES
The following table shows the effect of a shareholder's tax status on
effective yield under federal income tax laws for 1998. It shows the
approximate yield a taxable security must provide at various income
brackets to produce after-tax yields equivalent to those of
hypothetical tax-exempt obligations yielding from 2% to 7%. Of course,
no assurance can be given that a class of Tax-Exempt Portfolio will
achieve any specific tax-exempt yield. While Tax-Exempt Portfolio
invests principally in obligations whose interest is exempt from
federal income tax, other income received by the fund may be taxable.
1998 TAX RATES AND TAX-EQUIVALENT YIELDS

FEDERAL IF INDIVIDUAL TAX-EXEMPT YIELD IS:

TAXABLE INCOME* MARGINAL 2% 3% 4% 5% 6% 7%

SINGLE RETURN JOINT RETURN RATE** THEN TAXABLE-EQUIVALENT YIELD IS

$ - $ 25,350 $ - $ 42,350 15.0% 2.35% 3.53% 4.71% 5.88% 7.06% 8.24%

25,351 61,400 42,351 102,300 28.0% 2.78% 4.17% 5.56% 6.94% 8.33% 9.72%

61,401 128,100 102,301 155,950 31.0% 2.90% 4.35% 5.80% 7.25% 8.70% 10.15%

128,101 278,450 155,951 278,450 36.0% 3.13% 4.69% 6.25% 7.81% 9.38% 10.94%

278,451 AND OVER 278,451 AND OVER 39.6% 3.31% 4.97% 6.62% 8.28% 9.93% 11.59%

* Net amount subject to federal income tax after deductions and
exemptions. Assumes ordinary income only.
** Excludes the impact of the phaseout of personal exemptions,
limitations on itemized deductions, and other credits, exclusions, and
adjustments which may increase a taxpayer's marginal tax rate. An
increase in a shareholder's marginal tax rate would increase that
shareholder's tax-equivalent yield.
Tax-Exempt Portfolio may invest a portion of its assets in obligations
that are subject to federal income tax. When the fund invests in these
obligations, its tax-equivalent yields will be lower. In the table
above, tax-equivalent yields are calculated assuming investments are
100% federally tax-free.
TOTAL RETURN CALCULATIONS. Total returns quoted in advertising reflect
all aspects of a class's return, including the effect of reinvesting
dividends and capital gain distributions, and any change in the
class's NAV over a stated period. A class's total return may be
calculated using the performance data of a previously existing class
prior to the date that the new class commenced operations, adjusted to
reflect differences in sales charges but not 12b-1 fees. Average
annual total returns are calculated by determining the growth or
decline in value of a hypothetical historical investment in a class
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 total return of 100% over ten years would
produce an average annual total 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 total returns are a
convenient means of comparing investment alternatives, investors
should realize that a class's performance is not constant over time,
but changes from year to year, and that average annual total returns
represent averaged figures as opposed to the actual year-to-year
performance of a class.
In addition to average annual total returns, a class may quote
unaveraged or cumulative total returns reflecting the simple change in
value of an investment over a stated period. Average annual and
cumulative total 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. Total
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 total return. Total returns may be quoted on a before-tax or
after-tax basis. Total returns, yields, and other performance
information may be quoted numerically or in a table, graph, or similar
illustration.
CALCULATING HISTORICAL FUND RESULTS. The following table shows
performance for each class of each fund for the fiscal year ended
March 31, 1998 calculated including certain class expenses. The funds'
Class II and Class III have a 12b-1 fee of 0.15% and 0.25%,
respectively, which is included in the 7-day yield, tax-equivalent
yield (for Tax-Exempt Portfolio), average annual, and cumulative total
returns. The initial offering of Class II shares of the funds began on
November 1, 1995. The initial offerings of Class III shares of the
funds began on the following dates: Treasury Only Portfolio (11/6/95),
Treasury Portfolio (10/22/93), Government Portfolio (4/4/94), Domestic
Portfolio (7/19/94), Rated Money Market Portfolio (11/6/95), Money
Market Portfolio (11/17/93), and Tax-Exempt Portfolio (11/6/95). For
Class II and III shares of the funds, the figures for periods prior to
the initial offering dates reflect the performance of Class I, the
original class of each fund, which class does not have a 12b-1 fee.
Class II and III figures would have been lower had 12b-1 fees been
reflected in all periods. Class II shares have a 0.15% 12b-1 fee,
which was not reflected in the figures for periods prior to that date.
Class III shares of Government Portfolio have a 0.25% 12b-1 fee, which
is reflected in the figures for periods after its initial offering of
Class III shares. Prior to July 1, 1995, Class III shares of Treasury
Portfolio, Domestic Portfolio, and Money Market Portfolio had a 0.32%
12b-1 fee, which is reflected in figures after the initial offering
dates of Class III shares of these funds. Effective July 1, 1995,
Class III shares of Treasury Portfolio, Domestic Portfolio, and Money
Market Portfolio have a 0.25% 12b-1 fee, which is reflected in figures
after that date for Class III shares of these funds. Effective
November 1, 1995, Class III shares of Treasury Only Portfolio, Rated
Money Market Portfolio, and Tax-Exempt Portfolio have a 0.25% 12b-1
fee, which is reflected in figures after that date for these funds.
The tax-equivalent yield for Tax-Exempt Portfolio is based on a 36%
federal income tax rate. Note that the fund may invest in securities
whose income is subject to the federal alternative minimum tax.

AVERAGE ANNUAL TOTAL RETURNS CUMULATIVE TOTAL RETURNS

SEVEN-DA TAX- ONE FIVE TEN ONE FIVE TEN
Y EQUIVALENT YEAR YEARS YEARS/ YEAR YEARS YEARS/
YIELD YIELD LIFE OF LIFE OF
FUND* FUND*

TREASURY ONLY - 5.17% N/A 5.33% 4.74% 4.81% 5.33% 26.05% 42.25%
CLASS I

TREASURY ONLY - 5.02% N/A 5.18% 4.66% 4.76% 5.18% 25.59% 41.73%
CLASS II

TREASURY ONLY - 4.93% N/A 5.07% 4.61% 4.73% 5.07% 25.29% 41.40%
CLASS III

TREASURY - 5.47% N/A 5.55% 4.89% 5.83% 5.55% 26.96% 76.21%
CLASS I

TREASURY - 5.32% N/A 5.40% 4.82% 5.79% 5.40% 26.51% 75.58%
CLASS II

TREASURY - 5.22% N/A 5.29% 4.63% 5.70% 5.29% 25.41% 74.06%
CLASS III

GOVERNMENT - 5.50% N/A 5.60% 4.96% 5.90% 5.60% 27.37% 77.47%
CLASS I

GOVERNMENT - 5.35% N/A 5.45% 4.88% 5.87% 5.45% 26.93% 76.85%
CLASS II

GOVERNMENT - 5.25% N/A 5.34% 4.75% 5.80% 5.34% 26.12% 75.72%
CLASS III

DOMESTIC - 5.48% N/A 5.64% 4.99% 5.42% 5.64% 27.59% 55.94%
CLASS I

DOMESTIC - 5.33% N/A 5.49% 4.92% 5.38% 5.49% 27.14% 55.39%
CLASS II

DOMESTIC - 5.23% N/A 5.38% 4.79% 5.30% 5.38% 26.33% 54.40%
CLASS III

RATED MONEY 5.48% N/A 5.64% 4.86% 5.77% 5.64% 26.78% 75.23%
MARKET - CLASS I

RATED MONEY 5.33% N/A 5.48% 4.78% 5.73% 5.48% 26.32% 74.60%
MARKET - CLASS II

RATED MONEY 5.23% N/A 5.38% 4.74% 5.71% 5.38% 26.03% 74.19%
MARKET - CLASS III

MONEY MARKET - 5.52% N/A 5.68% 5.03% 5.99% 5.68% 27.84% 78.98%
CLASS I

MONEY MARKET - 5.37% N/A 5.52% 4.96% 5.96% 5.52% 27.38% 78.34%
CLASS II

MONEY MARKET - 5.27% N/A 5.41% 4.78% 5.87% 5.41% 26.31% 76.83%
CLASS III

TAX-EXEMPT - 3.52% 5.50% 3.60% 3.26% 4.07% 3.60% 17.41% 48.99%
CLASS I

TAX-EXEMPT - 3.36% 5.25% 3.44% 3.19% 4.03% 3.44% 16.99% 48.46%
CLASS II

TAX-EXEMPT - 3.27% 5.11% 3.34% 3.14% 4.01% 3.34% 16.70% 48.10%
CLASS III

* Life of Fund figures are from commencement of operations (October 3,
1990 for Treasury Only Portfolio, and November 3, 1989 for Domestic
Portfolio) through the fund's 1998 fiscal year end.
Note: If FMR had not reimbursed certain class expenses during these
periods, each class's yield and tax-equivalent yield (for Tax-Exempt
Portfolio) would have been:

CLASS I CLASS II CLASS III

FUND SEVEN-DAY TAX-EQUIVALENT SEVEN-DAY TAX-EQUIVALENT SEVEN-DAY TAX-EQUIVALENT
YIELD YIELD YIELD YIELD YIELD YIELD

TREASURY ONLY 5.11% N/A 4.94% N/A 4.81% N/A

TREASURY 5.42% N/A 5.25% N/A 5.17% N/A

GOVERNMENT 5.45% N/A 5.22% N/A 5.12% N/A

DOMESTIC 5.42% N/A 5.10% N/A 5.12% N/A

RATED MONEY MARKET 5.35% N/A 5.28% N/A 5.12% N/A

MONEY MARKET 5.47% N/A 5.26% N/A 5.20% N/A

TAX-EXEMPT 3.49% 5.45% 0.94% 1.27% 2.76% 4.31%

The following tables show the income and capital elements of each
class's cumulative total return. The tables compare each class'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 class. The S&P 500 and DJIA comparisons are
provided to show how each class's total 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 class's returns, do not
include the effect of brokerage commissions or other costs of
investing.
CLASS II TABLES. The initial offering of the Class II shares of each
fund began on November 1, 1995. Class II shares have a 0.15% 12b-1
fee, which is not reflected in the figures prior to that date. The
figures for periods prior to the initial offering date reflect the
performance of Class I, the original class of each fund, which class
does not have a 12b-1 fee. Class II figures would have been lower had
12b-1 fees been reflected in all periods.
CLASS III TABLES. The initial offerings of the funds' Class III shares
began on the following dates: Treasury Only Portfolio (11/6/95),
Treasury Portfolio (10/22/93), Government Portfolio (4/4/94), Domestic
Portfolio (7/19/94), Rated Money Market Portfolio (11/6/95), Money
Market Portfolio (11/17/93), and Tax-Exempt Portfolio (11/6/95). The
figures for periods prior to the initial offering dates reflect the
performance of Class I, the original class of each fund, which class
does not have a 12b-1 fee. Class III figures would have been lower had
12b-1 fees been reflected in all periods. Class III shares of
Government Portfolio have a 0.25% 12b-1 fee, which is reflected in the
figures for periods after its initial offering of Class III shares.
Prior to July 1, 1995, Class III shares of Treasury Portfolio,
Domestic Portfolio, and Money Market Portfolio had a 0.32% 12b-1 fee,
which is reflected in figures after the initial offering dates of
Class III shares of these funds. Effective July 1, 1995, Class III
shares of Treasury Portfolio, Domestic Portfolio, and Money Market
Portfolio have a 0.25% 12b-1 fee, which is reflected in figures after
that date for Class III shares of these funds. Effective November 1,
1995, Class III shares of Treasury Only Portfolio, Rated Money Market
Portfolio, and Tax-Exempt Portfolio have a 0.25% 12b-1 fee, which is
reflected in figures after that date for these funds.
The following tables show the growth in value of a hypothetical
$10,000 investment in each class of each fund during the 10-year
period ended March 31, 1998, assuming all distributions were
reinvested. Total 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.
TREASURY ONLY PORTFOLIO
HISTORICAL FUND RESULTS
During the period from October 3, 1990 (commencement of operations) to
March 31, 1998, a hypothetical $10,000 investment in Class I of
Treasury Only Portfolio would have grown to $14,225.

TREASURY ONLY PORTFOLIO - CLASS I INDICES

PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING**
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS

1998 $ 10,000 $ 4,225 $ 0 $ 14,225 $ 42,597 $ 42,688 $ 12,223

1997 10,000 3,505 0 13,505 28,782 31,403 12,057

1996 10,000 2,842 0 12,842 24,020 26,101 11,733

1995+ 10,000 2,165 0 12,165 18,183 18,980 11,409

1994 10,000 1,624 0 11,624 15,735 16,157 11,093

1993 10,000 1,285 0 11,285 15,506 14,846 10,821

1992 10,000 913 0 10,913 13,454 13,573 10,497

1991* 10,000 353 0 10,353 12,114 11,848 10,173

* From October 3, 1990 (commencement of operations)
** From month-end closest to initial investment date.
+ The fiscal year end of the fund changed from July 31 to March 31 in
February 1995.
Explanatory Notes: With an initial investment of $10,000 in Class I of
Treasury Only Portfolio on October 3, 1990 the net amount invested in
Class I 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 $14,225. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $3,532 for dividends. The fund did not
distribute any capital gains during the period.
During the period from October 3, 1990 (commencement of operations) to
March 31, 1998, a hypothetical $10,000 investment in Class II of
Treasury Only Portfolio would have grown to $14,173.

TREASURY ONLY PORTFOLIO - CLASS II INDICES

PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING**
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS

1998 $ 10,000 $ 4,173 $ 0 $ 14,173 $ 42,597 $ 42,688 $ 12,223

1997 10,000 3,476 0 13,476 28,782 31,403 12,057

1996 10,000 2,833 0 12,833 24,020 26,101 11,733

1995+ 10,000 2,165 0 12,165 18,183 18,980 11,409

1994 10,000 1,624 0 11,624 15,735 16,157 11,093

1993 10,000 1,285 0 11,285 15,506 14,846 10,821

1992 10,000 913 0 10,913 13,454 13,573 10,497

1991* 10,000 353 0 10,353 12,114 11,848 10,173

* From October 3, 1990 (commencement of operations)
** From month-end closest to initial investment date.
+ The fiscal year end of the fund changed from July 31 to March 31 in
February 1995.
Explanatory Notes: With an initial investment of $10,000 in Class II
of Treasury Only Portfolio on October 3, 1990 the net amount invested
in Class II 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 $14,173. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $3,495 for dividends. The fund did not
distribute any capital gains during the period.
During the period from October 3, 1990 (commencement of operations) to
March 31, 1998, a hypothetical $10,000 investment in Class III of
Treasury Only Portfolio would have grown to $14,140.

TREASURY ONLY PORTFOLIO - CLASS III INDICES

PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING**
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS

1998 $ 10,000 $ 4,140 $ 0 $ 14,140 $ 42,597 $ 42,688 $ 12,223

1997 10,000 3,458 0 13,458 28,782 31,403 12,057

1996 10,000 2,829 0 12,829 24,020 26,101 11,733

1995+ 10,000 2,165 0 12,165 18,183 18,980 11,409

1994 10,000 1,624 0 11,624 15,735 16,157 11,093

1993 10,000 1,285 0 11,285 15,506 14,846 10,821

1992 10,000 913 0 10,913 13,454 13,573 10,497

1991* 10,000 353 0 10,353 12,114 11,848 10,173

* From October 3, 1990 (commencement of operations)
** From month-end closest to initial investment date.
+ The fiscal year end of the fund changed from July 31 to March 31 in
February 1995.
Explanatory Notes: With an initial investment of $10,000 in Class III
of Treasury Only Portfolio on October 3, 1990 the net amount invested
in Class III 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 $14,140. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $3,471 for dividends. The fund did not
distribute any capital gains during the period.
TREASURY PORTFOLIO
HISTORICAL FUND RESULTS
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class I of Treasury Portfolio would have grown
to $17,621.

TREASURY PORTFOLIO - CLASS I INDICES

PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS

1998 $ 10,000 $ 7,621 $ 0 $ 17,621 $ 56,682 $ 59,048 $ 13,923

1997 10,000 6,694 0 16,694 38,299 43,439 13,734

1996 10,000 5,854 0 15,854 31,963 36,104 13,365

1995 10,000 4,986 0 14,986 24,196 26,255 12,996

1994 10,000 4,303 0 14,303 20,938 22,349 12,635

1993 10,000 3,879 0 13,879 20,633 20,536 12,326

1992 10,000 3,415 0 13,415 17,903 18,776 11,957

1991 10,000 2,726 0 12,726 16,120 16,388 11,588

1990 10,000 1,798 0 11,798 14,092 14,658 11,047

1989 10,000 811 0 10,811 11,814 11,958 10,498

Explanatory Notes: With an initial investment of $10,000 in Class I of
Treasury Portfolio on March 31, 1988, the net amount invested in Class
I 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 $17,621. If distributions had
not been reinvested, the amount of distributions earned from the class
over time would have been smaller, and cash payments for the period
would have amounted to $5,680 for dividends. The fund did not
distribute any capital gains during the period.
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class II of Treasury Portfolio would have grown
to $17,558.

TREASURY PORTFOLIO - CLASS II INDICES

PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS

1998 $ 10,000 $ 7,558 $ 0 $ 17,558 $ 56,682 $ 59,048 $ 13,923

1997 10,000 6,659 0 16,659 38,299 43,439 13,734

1996 10,000 5,845 0 15,845 31,963 36,104 13,365

1995 10,000 4,986 0 14,986 24,196 26,255 12,996

1994 10,000 4,303 0 14,303 20,938 22,349 12,635

1993 10,000 3,879 0 13,879 20,633 20,536 12,326

1992 10,000 3,415 0 13,415 17,903 18,776 11,957

1991 10,000 2,726 0 12,726 16,120 16,388 11,588

1990 10,000 1,798 0 11,798 14,092 14,658 11,047

1989 10,000 811 0 10,811 11,814 11,958 10,498

Explanatory Notes: With an initial investment of $10,000 in Class II
of Treasury Portfolio on March 31, 1988, the net amount invested in
Class II 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 $17,558. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $5,644 for dividends. The fund did not
distribute any capital gains during the period.
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class III of Treasury Portfolio would have grown
to $17,406.

TREASURY PORTFOLIO - CLASS III INDICES

PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS

1998 $ 10,000 $ 7,406 $ 0 $ 17,406 $ 56,682 $ 59,048 $ 13,923

1997 10,000 6,531 0 16,531 38,299 43,439 13,734

1996 10,000 5,739 0 15,739 31,963 36,104 13,365

1995 10,000 4,918 0 14,918 24,196 26,255 12,996

1994 10,000 4,283 0 14,283 20,938 22,349 12,635

1993 10,000 3,879 0 13,879 20,633 20,536 12,326

1992 10,000 3,415 0 13,415 17,903 18,776 11,957

1991 10,000 2,726 0 12,726 16,120 16,388 11,588

1990 10,000 1,798 0 11,798 14,092 14,658 11,047

1989 10,000 811 0 10,811 11,814 11,958 10,498

Explanatory Notes: With an initial investment of $10,000 in Class III
of Treasury Portfolio on March 31, 1988, the net amount invested in
Class III 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 $17,406. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $5,556 for dividends. The fund did not
distribute any capital gains during the period.
GOVERNMENT PORTFOLIO
HISTORICAL FUND RESULTS
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class I of Government Portfolio would have grown
to $17,747.

GOVERNMENT PORTFOLIO - CLASS I INDICES

PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS

1998 $ 10,000 $ 7,747 $ 0 $ 17,747 $ 56,682 $ 59,048 $ 13,923

1997 10,000 6,805 0 $16,805 38,299 43,439 13,734

1996 10,000 5,948 0 15,948 31,963 36,104 13,365

1995 10,000 5,068 0 15,068 24,196 26,255 12,996

1994 10,000 4,369 0 14,369 20,938 22,349 12,635

1993 10,000 3,933 0 13,933 20,633 20,536 12,326

1992 10,000 3,454 0 13,454 17,903 18,776 11,957

1991 10,000 2,747 0 12,747 16,120 16,388 11,588

1990 10,000 1,809 0 11,809 14,092 14,658 11,047

1989 10,000 819 0 10,819 11,814 11,958 10,498

Explanatory Notes: With an initial investment of $10,000 in Class I of
Government Portfolio on March 31, 1988, the net amount invested in
Class I 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 $17,747. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $5,752 for dividends. The fund did not
distribute any capital gains during the period.
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class II of Government Portfolio would have
grown to $17,685.

GOVERNMENT PORTFOLIO - CLASS II INDICES

PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS

1998 $ 10,000 $ 7,685 $ 0 $ 17,685 $ 56,682 $ 59,048 $ 13,923

1997 10,000 6,771 0 16,771 38,299 43,439 13,734

1996 10,000 5,939 0 15,939 31,963 36,104 13,365

1995 10,000 5,068 0 15,068 24,196 26,255 12,996

1994 10,000 4,369 0 14,369 20,938 22,349 12,635

1993 10,000 3,933 0 13,933 20,633 20,536 12,326

1992 10,000 3,454 0 13,454 17,903 18,776 11,957

1991 10,000 2,747 0 12,747 16,120 16,388 11,588

1990 10,000 1,809 0 11,809 14,092 14,658 11,047

1989 10,000 819 0 10,819 11,814 11,958 10,498

Explanatory Notes: With an initial investment of $10,000 in Class II
of Government Portfolio on March 31, 1988, the net amount invested in
Class II 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 $17,685. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $5,716 for dividends. The fund did not
distribute any capital gains during the period.
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class III of Government Portfolio would have
grown to $17,572.

GOVERNMENT PORTFOLIO - CLASS III INDICES

PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS

1998 $ 10,000 $ 7,572 $ 0 $ 17,572 $ 56,682 $ 59,048 $ 13,923

1997 10,000 6,681 0 16,681 38,299 43,439 13,734

1996 10,000 5,870 0 15,870 31,963 36,104 13,365

1995 10,000 5,031 0 15,031 24,196 26,255 12,996

1994 10,000 4,369 0 14,369 20,938 22,349 12,635

1993 10,000 3,933 0 13,933 20,633 20,536 12,326

1992 10,000 3,454 0 13,454 17,903 18,776 11,957

1991 10,000 2,747 0 12,747 16,120 16,388 11,588

1990 10,000 1,809 0 11,809 14,092 14,658 11,047

1989 10,000 819 0 10,819 11,814 11,958 10,498

Explanatory Notes: With an initial investment of $10,000 in Class III
of Government Portfolio on March 31, 1988, the net amount invested in
Class III 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 $17,572. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $5,652 for dividends. The fund did not
distribute any capital gains during the period.
DOMESTIC PORTFOLIO
HISTORICAL FUND RESULTS
During the period from November 3, 1989 (commencement of operations)
to March 31, 1998, a hypothetical $10,000 investment in Class I of
Domestic Portfolio would have grown to $15,594.

DOMESTIC PORTFOLIO - CLASS I INDICES

PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING**
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS

1998 $ 10,000 $ 5,594 $ 0 $ 15,594 $ 40,983 $ 42,101 $ 12,914

1997 10,000 4,761 0 14,761 27,692 30,972 12,739

1996 10,000 4,006 0 14,006 23,110 25,742 12,397

1995 10,000 3,232 0 13,232 17,494 18,720 12,054

1994 10,000 2,605 0 12,605 15,139 15,935 11,720

1993 10,000 2,222 0 12,222 14,919 14,642 11,433

1992 10,000 1,808 0 11,808 12,944 13,387 11,091

1991 10,000 1,192 0 11,192 11,655 11,685 10,748

1990* 10,000 352 0 10,352 10,189 10,451 10,247

* From November 3, 1989 (commencement of operations).
** From nearest month end.
Explanatory Notes: With an initial investment of $10,000 in Class I of
Domestic Portfolio on November 3, 1989, the net amount invested in
Class I 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 $15,594. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $4,454 for dividends. The fund did not
distribute any capital gains during the period.
During the period from November 3, 1989 (commencement of operations)
to March 31, 1998, a hypothetical $10,000 investment in Class II of
Domestic Portfolio would have grown to $15,539.

DOMESTIC PORTFOLIO - CLASS II INDICES

PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING**
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS

1998 $10,000 $ 5,539 $ 0 $ 15,539 $ 40,983 $ 42,101 $ 12,914

1997 10,000 4,731 0 14,731 27,692 30,972 12,739

1996 10,000 3,997 0 13,997 23,110 25,742 12,397

1995 10,000 3,232 0 13,232 17,494 18,720 12,054

1994 10,000 2,605 0 12,605 15,139 15,935 11,720

1993 10,000 2,222 0 12,222 14,919 14,642 11,433

1992 10,000 1,808 0 11,808 12,944 13,387 11,091

1991 10,000 1,192 0 11,192 11,655 11,685 10,748

1990* 10,000 352 0 10,352 10,189 10,451 10,247

* From November 3, 1989 (commencement of operations).
** From nearest month end.
Explanatory Notes: With an initial investment of $10,000 in Class II
of Domestic Portfolio on November 3, 1989, the net amount invested in
Class II 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 $15,539. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $4,418 for dividends. The fund did not
distribute any capital gains during the period.
During the period from November 3, 1989 (commencement of operations)
to March 31, 1998, a hypothetical $10,000 investment in Class III of
Domestic Portfolio would have grown to $15,440.

DOMESTIC PORTFOLIO - CLASS III INDICES

PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING**
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS

1998 $ 10,000 $ 5,440 $ 0 $ 15,440 $ 40,983 $ 42,101 $ 12,914

1997 10,000 4,652 0 14,652 27,692 30,972 12,739

1996 10,000 3,936 0 13,936 23,110 25,742 12,397

1995 10,000 3,202 0 13,202 17,494 18,720 12,054

1994 10,000 2,605 0 12,605 15,139 15,935 11,720

1993 10,000 2,222 0 12,222 14,919 14,642 11,433

1992 10,000 1,808 0 11,808 12,944 13,387 11,091

1991 10,000 1,192 0 11,192 11,655 11,685 10,748

1990* 10,000 352 0 10,352 10,189 10,451 10,247

* From November 3, 1989 (commencement of operations).
** From nearest month end.
Explanatory Notes: With an initial investment of $10,000 in Class III
of Domestic Portfolio on November 3, 1989, the net amount invested in
Class III 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 $15,440. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $4,354 for dividends. The fund did not
distribute any capital gains during the period.
RATED MONEY MARKET PORTFOLIO
HISTORICAL FUND RESULTS
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class I of Rated Money Market Portfolio would
have grown to $17,523.

RATED MONEY MARKET PORTFOLIO - CLASS I INDICES

PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS

1998 $ 10,000 $ 7,523 $ 0 $ 17,523 $ 56,682 $ 59,048 $ 13,923

1997 10,000 6,588 0 16,588 38,299 43,439 13,734

1996 10,000 5,741 0 15,741 31,963 36,104 13,365

1995+ 10,000 4,893 0 14,893 24,196 26,255 12,996

1994 10,000 4,221 0 14,221 20,938 22,349 12,635

1993 10,000 3,822 0 13,822 20,633 20,536 12,326

1992+ 10,000 3,382 0 13,382 17,903 18,776 11,957

1991 10,000 2,709 0 12,709 16,120 16,388 11,588

1990 10,000 1,785 0 11,785 14,092 14,658 11,047

1989 10,000 811 0 10,811 11,814 11,958 10,498

+ The fiscal year end of the fund changed from August 31 to March 31
in June 1995, and from October 31 to August 31 in July 1992.
Explanatory Notes: With an initial investment of $10,000 in Class I of
Rated Money Market Portfolio on March 31, 1988, the net amount
invested in Class I 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 $17,523. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $5,624 for dividends.
The fund did not distribute any capital gains during the period.
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class II of Rated Money Market Portfolio would
have grown to $17,460.

RATED MONEY MARKET PORTFOLIO - CLASS II INDICES

PERIOD
ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS

1998 $ 10,000 $ 7,460 $ 0 $ 17,460 $ 56,682 $ 59,048 $ 13,923

1997 10,000 6,553 0 16,553 38,299 43,439 13,734

1996 10,000 5,731 0 15,731 31,963 36,104 13,365

1995+ 10,000 4,893 0 14,893 24,196 26,255 12,996

1994 10,000 4,221 0 14,221 20,938 22,349 12,635

1993 10,000 3,822 0 13,822 20,633 20,536 12,326

1992+ 10,000 3,382 0 13,382 17,903 18,776 11,957

1991 10,000 2,709 0 12,709 16,120 16,388 11,588

1990 10,000 1,785 0 11,785 14,092 14,658 11,047

1989 10,000 811 0 10,811 11,814 11,958 10,498

+ The fiscal year end of the fund changed from August 31 to March 31
in June 1995, and from October 31 to August 31 in July 1992.
Explanatory Notes: With an initial investment of $10,000 in Class II
of Rated Money Market Portfolio on March 31, 1988, the net amount
invested in Class II 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 $17,460. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $5,588 for dividends.
The fund did not distribute any capital gains during the period.
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class III of Rated Money Market Portfolio would
have grown to $17,419.

RATED MONEY MARKET PORTFOLIO - CLASS III INDICES

PERIOD
ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS

1998 $ 10,000 $ 7,419 $ 0 $ 17,419 $ 56,682 $ 59,048 $ 13,923

1997 10,000 6,531 0 16,531 38,299 43,439 13,734

1996 10,000 5,725 0 15,725 31,963 36,104 13,365

1995+ 10,000 4,893 0 14,893 24,196 26,255 12,996

1994 10,000 4,221 0 14,221 20,938 22,349 12,635

1993 10,000 3,822 0 13,822 20,633 20,536 12,326

1992+ 10,000 3,382 0 13,382 17,903 18,776 11,957

1991 10,000 2,709 0 12,709 16,120 16,388 11,588

1990 10,000 1,785 0 11,785 14,092 14,658 11,047

1989 10,000 811 0 10,811 11,814 11,958 10,498

+ The fiscal year end of the fund changed from August 31 to March 31
in June 1995, and from October 31 to August 31 in July 1992.
Explanatory Notes: With an initial investment of $10,000 in Class III
of Rated Money Market Portfolio on March 31, 1988, the net amount
invested in Class III 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 $17,419. If
distributions had not been reinvested, the amount of distributions
earned from the class over time would have been smaller, and cash
payments for the period would have amounted to $5,564 for dividends.
The fund did not distribute any capital gains during the period.
MONEY MARKET PORTFOLIO
HISTORICAL FUND RESULTS
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class I of Money Market Portfolio would have
grown to $17,898.

MONEY MARKET PORTFOLIO - CLASS I INDICES

PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS

1998 $ 10,000 $ 7,898 $ 0 $ 17,898 $ 56,682 $ 59,048 $ 13,923

1997 10,000 6,936 0 16,936 38,299 43,439 13,734

1996 10,000 6,064 0 16,064 31,963 36,104 13,365

1995 10,000 5,169 0 15,169 24,196 26,255 12,996

1994 10,000 4,448 0 14,448 20,938 22,349 12,635

1993 10,000 4,000 0 14,000 20,633 20,536 12,326

1992 10,000 3,516 0 13,516 17,903 18,776 11,957

1991 10,000 2,800 0 12,800 16,120 16,388 11,588

1990 10,000 1,837 0 11,837 14,092 14,658 11,047

1989 10,000 835 0 10,835 11,814 11,958 10,498

Explanatory Notes: With an initial investment of $10,000 in Class I of
Money Market Portfolio on March 31, 1988, the net amount invested in
Class I 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 $17,898. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $5,836 for dividends. The fund did not
distribute any capital gains during the period.
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class II of Money Market Portfolio would have
grown to $17,834.

MONEY MARKET PORTFOLIO - CLASS II INDICES

PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS

1998 $ 10,000 $ 7,834 $ 0 $ 17,834 $ 56,682 $ 59,048 $ 13,923

1997 10,000 6,901 0 16,901 38,299 43,439 13,734

1996 10,000 6,055 0 16,055 31,963 36,104 13,365

1995 10,000 5,169 0 15,169 24,196 26,255 12,996

1994 10,000 4,448 0 14,448 20,938 22,349 12,635

1993 10,000 4,000 0 14,000 20,633 20,536 12,326

1992 10,000 3,516 0 13,516 17,903 18,776 11,957

1991 10,000 2,800 0 12,800 16,120 16,388 11,588

1990 10,000 1,837 0 11,837 14,092 14,658 11,047

1989 10,000 835 0 10,835 11,814 11,958 10,498

Explanatory Notes: With an initial investment of $10,000 in Class II
of Money Market Portfolio on March 31, 1988, the net amount invested
in Class II 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 $17,834. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $5,800 for dividends. The fund did not
distribute any capital gains during the period.
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class III of Money Market Portfolio would have
grown to $17,683.

MONEY MARKET PORTFOLIO - CLASS III INDICES

PERIOD
ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS

1998 $ 10,000 $ 7,683 $ 0 $ 17,683 $ 56,682 $ 59,048 $ 13,923

1997 10,000 6,775 0 16,775 38,299 43,439 13,734

1996 10,000 5,951 0 15,951 31,963 36,104 13,365

1995 10,000 5,103 0 15,103 24,196 26,255 12,996

1994 10,000 4,431 0 14,431 20,938 22,349 12,635

1993 10,000 4,000 0 14,000 20,633 20,536 12,326

1992 10,000 3,516 0 13,516 17,903 18,776 11,957

1991 10,000 2,800 0 12,800 16,120 16,388 11,588

1990 10,000 1,837 0 11,837 14,092 14,658 11,047

1989 10,000 835 0 10,835 11,814 11,958 10,498

Explanatory Notes: With an initial investment of $10,000 in Class III
of Money Market Portfolio on March 31, 1988, the net amount invested
in Class III 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 $17,683. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $5,715 for dividends. The fund did not
distribute any capital gains during the period.
TAX-EXEMPT PORTFOLIO
HISTORICAL FUND RESULTS
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class I of Tax-Exempt Portfolio would have grown
to $14,899.

TAX-EXEMPT PORTFOLIO - CLASS I INDICES

PERIOD ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS

1998 $ 10,000 $ 4,899 $ 0 $ 14,899 $ 56,682 $ 59,048 $ 13,923

1997 10,000 4,382 0 14,382 38,299 43,439 13,734

1996 10,000 3,909 0 13,909 31,963 36,104 13,365

1995+ 10,000 3,412 0 13,412 24,196 26,255 12,996

1994 10,000 2,999 0 12,999 20,938 22,349 12,635

1993 10,000 2,690 0 12,690 20,633 20,536 12,326

1992 10,000 2,341 0 12,341 17,903 18,776 11,957

1991 10,000 1,845 0 11,845 16,120 16,388 11,588

1990 10,000 1,213 0 11,213 14,092 14,658 11,047

1989 10,000 561 0 10,561 11,814 11,958 10,498

+ The fiscal year end of the fund changed from May 31 to March 31 in
February 1995.
Explanatory Notes: With an initial investment of $10,000 in Class I of
Tax-Exempt Portfolio on March 31, 1988, the net amount invested in
Class I 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 $14,899. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $3,995 for dividends. The fund did not
distribute any capital gains during the period.
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class II of Tax-Exempt Portfolio would have
grown to $14,846.

TAX-EXEMPT PORTFOLIO - CLASS II INDICES

PERIOD
ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS

1998 $ 10,000 $ 4,846 $ 0 $ 14,846 $ 56,682 $ 59,048 $ 13,923

1997 10,000 4,352 0 14,352 38,299 43,439 13,734

1996 10,000 3,901 0 13,901 31,963 36,104 13,365

1995+ 10,000 3,412 0 13,412 24,196 26,255 12,996

1994 10,000 2,999 0 12,999 20,938 22,349 12,635

1993 10,000 2,690 0 12,690 20,633 20,536 12,326

1992 10,000 2,341 0 12,341 17,903 18,776 11,957

1991 10,000 1,845 0 11,845 16,120 16,388 11,588

1990 10,000 1,213 0 11,213 14,092 14,658 11,047

1989 10,000 561 0 10,561 11,814 11,958 10,498

+ The fiscal year end of the fund changed from May 31 to March 31 in
February 1995.
Explanatory Notes: With an initial investment of $10,000 in Class II
of Tax-Exempt Portfolio on March 31, 1988, the net amount invested in
Class II 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 $14,846. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $3,959 for dividends. The fund did not
distribute any capital gains during the period.
During the ten year period ended March 31, 1998, a hypothetical
$10,000 investment in Class III of Tax-Exempt Portfolio would have
grown to $14,810.

TAX-EXEMPT PORTFOLIO - CLASS III INDICES

PERIOD
ENDED VALUE OF VALUE OF VALUE OF TOTAL S&P 500 DJIA COST OF
3/31 INITIAL REINVESTED REINVESTED VALUE LIVING
$10,000 DIVIDEND CAPITAL GAIN
INVESTMENT DISTRIBUTIONS DISTRIBUTIONS

1998 $ 10,000 $ 4,810 $ 0 $ 14,810 $ 56,682 $ 59,048 $ 13,923

1997 10,000 4,331 0 14,331 38,299 43,439 13,734

1996 10,000 3,895 0 13,895 31,963 36,104 13,365

1995+ 10,000 3,412 0 13,412 24,196 26,255 12,996

1994 10,000 2,999 0 12,999 20,938 22,349 12,635

1993 10,000 2,690 0 12,690 20,633 20,536 12,326

1992 10,000 2,341 0 12,341 17,903 18,776 11,957

1991 10,000 1,845 0 11,845 16,120 16,388 11,588

1990 10,000 1,213 0 11,213 14,092 14,658 11,047

1989 10,000 561 0 10,561 11,814 11,958 10,498

+ The fiscal year end of the fund changed from May 31 to March 31 in
February 1995.
Explanatory Notes: With an initial investment of $10,000 in Class III
of Tax-Exempt Portfolio on March 31, 1988, the net amount invested in
Class III 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 $14,810. If distributions
had not been reinvested, the amount of distributions earned from the
class over time would have been smaller, and cash payments for the
period would have amounted to $3,934 for dividends. The fund did not
distribute any capital gains during the period.
PERFORMANCE COMPARISONS. A class'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 total 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
funds 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 indices prepared by Lipper or other
organizations. When comparing these indices, 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 class's performance may also be compared to other
mutual funds tracked by financial or business publications and
periodicals. For example, a class 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 class 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 Consumer Price Index), and combinations of various capital
markets. The performance of these capital markets is based on the
returns of different indices.
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 total returns in
the same method as the funds. The funds may also compare performance
to that of other compilations or indices that may be developed and
made available in the future.
A class 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)/Government,
which is reported in IBC's MONEY FUND REPORT(trademark), covers over
427 government money market funds; IBC MONEY FUND AVERAGES(trademark)/
All Taxable, which is reported in IBC's MONEY FUND REPORT(trademark),
covers over 885 taxable money markets funds; and IBC MONEY FUND
AVERAGES/ All Tax-Free, which is reported in IBC's MONEY FUND
REPORT(trademark), covers over 438 tax-free money markets funds.
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 class may present its fund number, Quotron(trademark) number, and
CUSIP number, and discuss or quote the fund's 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 March 31, 1998, FMR advised over $32 billion in tax-free fund
assets, $103 billion in money market fund assets, $449 billion in
equity fund assets, $73 billion in international fund assets, and $30
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, each class of a fund may compare
its total expense ratio to the average total expense ratio of similar
funds tracked by Lipper. A class'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 class'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.
Pursuant to Rule 11a-3 under the 1940 Act, each fund is required to
give shareholders at least 60 days' notice prior to terminating or
modifying its exchange privilege. Under the Rule, the 60-day
notification requirement may be waived if (i) the only effect of a
modification would be to reduce or eliminate an administrative fee,
redemption fee, or deferred sales charge ordinarily payable at the
time of an exchange, or (ii) the fund suspends the redemption of the
shares to be exchanged as permitted under the 1940 Act or the rules
and regulations thereunder, or the fund to be acquired suspends the
sale of its shares because it is unable to invest amounts effectively
in accordance with its investment objective and policies.
In the Prospectus, each fund has notified shareholders that it
reserves the right at any time, without prior notice, to refuse
exchange purchases by any person or group if, in FMR's judgment, the
fund would be unable to invest effectively in accordance with its
investment objective and policies, or would otherwise potentially be
adversely affected.
DISTRIBUTIONS AND TAXES
DISTRIBUTIONS. If you request to have distributions mailed to you and
the U.S. Postal Service cannot deliver your checks, or if your checks
remain uncashed for six months, Fidelity may reinvest your
distributions at the then-current NAV. All subsequent distributions
will then be reinvested until you provide Fidelity with alternate
instructions.
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. To
the extent that a fund's income is designated as federally tax-exempt
interest, the daily dividends declared by the fund are also federally
tax-exempt. Short-term capital gains are distributed as dividend
income, but do not qualify for the dividends-received deduction. A
portion of each fund's dividends derived from certain U.S. Government
securities may be exempt from state and local taxation. Each fund will
send each shareholder a notice in January describing the tax status of
dividend and capital gain distributions (if any) for the prior year.
Shareholders are required to report tax-exempt income on their federal
tax returns. Shareholders who earn other income, such as Social
Security benefits, may be subject to federal income tax on up to 85%
of such benefits to the extent that their income, including tax-exempt
income, exceeds certain base amounts.
Tax-Exempt Portfolio purchases municipal securities whose interest FMR
believes is free from federal income tax. Generally, issuers or other
parties have entered into covenants requiring continuing compliance
with federal tax requirements to preserve the tax-free status of
interest payments over the life of the security. If at any time the
covenants are not complied with, or if the IRS otherwise determines
that the issuer did not comply with relevant tax requirements,
interest payments from a security could become federally taxable
retroactive to the date the security was issued. For certain types of
structured securities, the tax status of the pass-through of tax-free
income may also be based on the federal tax treatment of the
structure.
As a result of the Tax Reform Act of 1986, interest on certain
"private activity" securities is subject to the federal alternative
minimum tax (AMT), although the interest continues to be excludable
from gross income for other tax purposes. Interest from private
activity securities will be considered tax-exempt for purposes of
Tax-Exempt Portfolio's policies of investing so that at least 80% of
its income distributions is free from federal income tax. Interest
from private activity securities is a tax preference item for the
purposes of determining whether a taxpayer is subject to the AMT and
the amount of AMT to be paid, if any. Private activity securities
issued after August 7, 1986 to benefit a private or industrial user or
to finance a private facility are affected by this rule.
A portion of the gain on municipal bonds purchased with market
discount after April 30, 1993 and short-term capital gains distributed
by a municipal fund are taxable to shareholders as dividends, not as
capital gains. Dividend distributions resulting from a
recharacterization of gain from the sale of bonds purchased with
market discount after April 30, 1993 are not considered income for
purposes of Tax-Exempt Portfolio's policy of investing so that at
least 80% of its income distributions is free from federal income tax.
Tax-Exempt Portfolio may distribute any net realized short-term
capital gains and taxable market discount once a year or more often,
as necessary, to maintain its NAV at $1.00.
It is the current position of the staff of the SEC that a fund that
uses the term "tax-exempt" in its name may not derive more than 20% of
its income from municipal obligations that pay interest that is a
preference item for purposes of the AMT. According to this position,
at least 80% of Tax-Exempt Portfolio's income would have to be exempt
from the AMT as well as from federal income taxes.
Corporate investors should note that a tax preference item for
purposes of the corporate AMT is 75% of the amount by which adjusted
current earnings (which includes tax-exempt interest) exceeds the
alternative minimum taxable income of the corporation. If a
shareholder receives an exempt-interest dividend and sells shares at a
loss after holding them for a period of six months or less, the loss
will be disallowed to the extent of the amount of the exempt-interest
dividend.
CAPITAL GAIN DISTRIBUTIONS. Each fund may distribute any net realized
short-term capital gains once a year or more often as necessary, to
maintain its NAV at $1.00. The funds do not anticipate distributing
long-term capital gains.
As of March 31, 1998, Treasury Only Portfolio had a capital loss
carryforward aggregating approximately $235,000. This loss
carryforward, of which $59,000, $115,000, and $61,000 will expire on
March 31, 2002, 2004, and 2005 , respectively, is available to offset
future capital gains.
As of March 31, 1998, Treasury Portfolio had a capital loss
carryforward aggregating approximately $724,000. This loss
carryforward, of which $342,000 and $382,000 will expire on March 31,
2002 and 2004, respectively, is available to offset future capital
gains.
As of March 31, 1998, Government Portfolio had a capital loss
carryforward aggregating approximately $997,000. This loss
carryforward, of which $240,000, $746,000, and $11,000 will expire on
March 31, 2002, 2003, and 2004, respectively, is available to offset
future capital gains.
As of March 31, 1998, Domestic Portfolio had a capital loss
carryforward aggregating approximately $126,000. This loss
carryforward, of which $44,000, $49,000, $32,000 and $1,000 will
expire on March 31, 2001, 2003, 2005 and 2006, respectively, is
available to offset future capital gains.
As of March 31, 1998, Money Market Portfolio had a capital loss
carryforward aggregating approximately $2,220,000. This loss
carryforward, of which $336,000, $898,000, $547,000, $245,000, $14,000
and $180,000 will expire on March 31, 2001, 2002, 2003, 2004, 2005 and
2006, respectively, is available to offset future capital gains.
As of March 31, 1998, Rated Money Market Portfolio had a capital loss
carryforward aggregating approximately $29,000. This loss
carryforward, of which $5,000, $10,000, and $14,000 will expire on
March 31, 2004, 2005, and 2006, respectively, is available to offset
future capital gains.
As of March 31, 1998, Tax-Exempt Portfolio had a capital loss
carryforward aggregating approximately $496,000. This loss
carryforward, all of which will expire on May 31, 2005, 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 dividend distributions 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 most U.S. Government
securities is exempt from state and local income taxes, the portion of
dividends from a fund attributable to these securities will also be
free from income taxes. The exemption from state and local income
taxation does not preclude states from assessing other taxes on the
ownership of U.S. Government securities. In a number of states,
corporate franchise (income) tax laws do not exempt interest earned on
U.S. Government securities whether such securities are held directly
or through a fund.
TAX STATUS OF THE FUNDS. Each fund intends to qualify each year as a
"regulated investment company" for tax purposes 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.
Each fund is treated as a separate entity from the other funds, if
any, of its trust for tax purposes.
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. 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.
FMR
All of the stock of FMR is owned by FMR Corp., its parent organized in
1972. 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
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.
TRUSTEES AND OFFICERS
The Trustees, Members of the Advisory Board, and executive officers of
the trust are listed below. 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. The business address of each Trustee, Member of the
Advisory Board, and officer who is an "interested person" (as defined
in the Investment Company Act of 1940) 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 (67), 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.
J. GARY BURKHEAD (56), 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 (65), 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 (66), 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 (54), 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 Draper Laboratory
(non-profit), NACCO Industries, Inc. (Mining and manufacturing), and
TRW Inc. (original equipment and replacement products). Mr. Gates is
also 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 (70), 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 (65), 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 is a
Director of General Re Corporation (reinsurance), and he previously
served as a Director of Valuation Research Corp. (appraisals and
valuations, 1993-1995). In addition, he serves as Chairman of the
Board of Directors of the National Arts Stabilization Fund, 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 (55), 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 (68), 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 (69), 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 (64), Trustee (1993) is Chairman of the Board,
President, and Chief Executive Officer 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), and
Infomart (marketing services, 1991), a Trammell Crow Co. In addition,
he serves as the Campaign Vice Chairman of the Tri-State United Way
(1993) and is a member of the University of Alabama President's
Cabinet.
*ROBERT C. POZEN (51), 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 (69), 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 (42), 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. (58), 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 (38), is Vice President of Government Portfolio
(1997), Treasury Portfolio (1997), Treasury Only Portfolio (1997), and
other funds advised by FMR. Prior to his current responsibilities, Mr.
Litterest has managed a variety of Fidelity funds.
SCOTT A. ORR (36), is Vice President of Tax-Exempt Portfolio (1995)
and other funds advised by FMR. Prior to his current responsibilities,
Mr. Orr has managed a variety of Fidelity funds.
ROBERT DUBY (51), is Vice President of Rated Money Market Portfolio
(1996), Money Market Portfolio (1997) and other funds advised by FMR.
Prior to his current responsibilities, Mr. Duby has managed a variety
of Fidelity funds.
JOHN TODD (49), is Vice President of Domestic Portfolio (1997) and
other funds advised by FMR. Prior to his current responsibilities, Mr.
Todd has managed a variety of Fidelity funds.
ERIC D. ROITER (49), Secretary (1998), is Vice President (1998) and
General Counsel of FMR (1998). Mr. Roiter was an Adjunct Member,
Faculty of Law, at Columbia University Law School (1996-1997). Prior
to joining Fidelity, Mr. Roiter was a partner at Debevoise & Plimpton
(1981-1997) and served as an Assistant General Counsel of the U.S.
Securities and Exchange Commission (1979-1981).
RICHARD A. SILVER ( ), 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).
THOMAS D. MAHER (53), Assistant Vice President, is Assistant Vice
President of Fidelity's Municipal Bond Funds (1996) and of Fidelity's
Money Market Funds.
JOHN H. COSTELLO (51), Assistant Treasurer, is an employee of FMR.
LEONARD M. RUSH (52), 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 (39), Assistant Treasurer, is Assistant Treasurer of
Fidelity's municipal bond funds (1996) and of Fidelity's Money Market
Funds (1996) 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 March 31, 1998, or calendar
year ended December 31, 1997, as applicable.
COMPENSATION TABLE

AGGREGATE
COMPENSATION
FROM A FUND A
J. Ralph Phyllis Robert Edward C. E. Donald Peter S. William Gerald Marvin Robert C. Thomas
Gary F. Burke M. Gates Johnson Bradley J. Lynch O. C. L. Pozen R.
Burkhead Cox Davis *** 3d** Jones Kirk ** McCoy McDonough Mann ** Williams
** ****

Treasury
$ 0 $ 483 $ 483 $ 496 $ 0 $ 483 $ 483 $ 0 $ 496 $ 603 $ 477 $ 0 $ 483
OnlyB

TreasuryB
0 3,415 3,415 3,505 0 3,415 3,415 0 3,505 4,264 3,369 0 3,415

GovernmentB
0 1,658 1,658 1,699 0 1,658 1,658 0 1,699 2,067 1,636 0 1,658

DomesticB
0 488 488 500 0 488 488 0 500 609 482 0 488

Rated Money
0 156 156 159 0 156 156 0 159 194 154 0 156
MarketB

Money
0 4,030 4,030 4,130 0 4,030 4,030 0 4,130 5,024 3,975 0 4,030
MarketB,C,D

Tax-ExemptB
0 911 911 289 0 911 911 0 289 1,136 899 0 911

TOTAL
$ 0 $ 214,500 $210,000 $176,000 $ 0 $211,500 $211,500 $ 0 $214,500 $264,500 $ 214,500 $ 0 $214,500
COMPENSAT
ION FROM
THE FUND
COMPLEX*,A

* Information is for the calendar year ended December 31, 1997 for 230
funds in the complex.
** Interested Trustees of the funds and Mr. Burkhead are compensated
by FMR.
*** Mr. Gates was elected to the Board of Trustees of Colchester
Street Trust on December 17, 1997.
**** Mr. McCoy was elected to the Board of Trustees of Colchester
Street Trust on December 17, 1997.
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, 1997, the Trustees accrued required
deferred compensation from the fund complex as follows: Ralph F. Cox,
$75,000; Phyllis Burke Davis, $75,000; Robert M. Gates, $62,500; 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, $53,699; Marvin L. Mann, $53,699; and Thomas R.
Williams, $62,462.
B Compensation figures include cash, and may include amounts required
to be deferred and amounts deferred at the election of Trustees.
C The following amounts are required to be deferred by each
non-interested Trustee: Ralph F. Cox, $1,901; Phyllis Burke Davis,
$1,901; Robert M. Gates, $1,923; E. Bradley Jones, $1,901; Donald J.
Kirk, $1,901; William O. McCoy, $1,923; Gerald C. McDonough, $2,218;
Marvin L. Mann, $1,901; and Thomas R. Williams, $1,901.
D Certain of the non-interested Trustees' aggregate compensation from
a fund includes accrued voluntary deferred compensation as follows:
Thomas R. Williams, $1,586, Money Market Portfolio.
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 of March 31, 1998, the Trustees, Members of the Advisory Board, and
officers of each class owned, in the aggregate, less than 1% of each
class's total outstanding shares.
As of March 31, 1998, the following owned of record or beneficially 5%
or more of each class's outstanding shares:
Treasury Only Portfolio - Class I: Ropes & Gray, Boston, MA (15.78%);
First Union National Bank, Charlotte, NC (15.38%); State Street Bank &
Trust Company, Boston, MA (10.51%); Boston Harbor Trust Company,
Boston, MA (9.74%); Wein, Malkin & Bettex, New York, NY (5.42%); Fleet
National Bank, Providence, RI (5.32%).
Treasury Only Portfolio - Class II: FBS Investment Services, Inc.,
Minneapolis, MN (34.41%); The Bank of New York, New York, NY (30.28%);
BankBoston, Boston, MA (30.17%).
Treasury Only Portfolio - Class III: Bankers Trust Company, New York,
NY (24.37%); Marquette Trust Company, Golden Valley, MN (23.50%);
Safety Fund National Bank, Fitchburg, MA (18.14%); Bank One, N.A.,
Columbus, OH (8.83%); BankBoston, Boston, MA (7.90%); First Union
National Bank, Charlotte, NC (7.76%); Chase Bank of Texas, Houston, TX
(6.08%).
Treasury Portfolio - Class I: The Bank of New York, New York, NY
(11.51%); Michigan Public Funds Inv. Trust, Farmington Hills, MI
(6.84%); Chase Bank of Texas, Houston, TX (6.22%); First Union
National Bank, Charlotte, NC (5.59%).
Treasury Portfolio - Class II: First Chicago Investment Services,
Chicago, IL (41.93%); Corestates Financial Corporation, Philadelphia,
PA (24.69%); Chase Bank of Texas, Houston, TX (14.02%); Citicorp
Investment Services, New York, NY (10.24%).
Treasury Portfolio - Class III: The Bank of New York, New York, NY
(54.99%); First Tennessee Bank, Memphis, TN, (7.20%); Summit Bank,
Hackensack, NJ (6.60%); Chase Bank of Texas, Houston, TX (6.05%);
First Union National Bank, Charlotte, NC (5.50%).
Government Portfolio - Class I: First Tennessee Bank, Memphis, TN
(9.38%); State Street Bank & Trust Company, Boston, MA (6.93%); Chase
Bank of Texas, Houston, TX (6.25%); Chase Investment Services, New
York, NY (6.15%).
Government Portfolio - Class II: Chase Bank of Texas, Houston, TX
(22.33%); First Union National Bank, Charlotte, NC (21.62%); Southwest
Bank of Texas N.A., Houston, TX (17.51%); Nationsbank, Charlotte, NC
(13.49%); Drovers Bank, York, PA (6.95%); Capital Network Services,
Inc., San Francisco, CA (6.70%).
Government Portfolio - Class III: Chase Bank of Texas, Houston, TX
(61.04%); Bank One, N.A., Columbus, OH (16.24%); FBS Investment
Services, Inc., Minneapolis, MN (6.58%).
Domestic Portfolio - Class I: Northeast Utilities, Inc., Hartford, CT
(9.09%); Intel Corporation, Santa Clara, CA (7.05%); Chase Bank of
Texas, Houston, TX (6.91%); Simmons First National Bank, Pine Bluff,
AR (5.57%); Pennsylvania Housing Finance Agency, Harrisburg, PA
(5.10%).
Domestic Portfolio - Class II: BankBoston, Boston, MA (87.66%);
Nationsbank, Charlotte, NC (12.33%).
Domestic Portfolio - Class III: Northwestern Trust Company, Seattle,
WA (27.28%); Frost National Bank, San Antonio, TX (22.40); Chase Bank
of Texas, Houston, TX (15.69%); First Union National Bank, Charlotte,
NC (11.66%); Reliance Trust Company, Atlanta, GA (9.60%); Nationsbank,
Charlotte, NC (6.70%); BankBoston, Boston, MA (5.02%).
Rated Money Market Portfolio - Class I: Montgomery County, Rockville,
MD (11.70%); Metric Partners, Foster City, CA (11.33%); Perini
Corporation, Framingham, MA (9.29%); American Bank & Trust Co., Tulsa,
OK (6.22%); Independence Mining Company, Denver, CO (5.77%); Fred
Alger Management, Inc., New York, NY (5.10%).
Rated Money Market Portfolio - Class II: BankBoston, Boston, MA
(100.00%).
Rated Money Market Portfolio - Class III: Chase Bank of Texas,
Houston, TX (32.30%); Nationsbank, Charlotte, NC (22.02%); BankBoston,
Boston, MA (20.95%); Michigan Public Funds Inv. Trust, Farmington
Hills, MI (15.97); The Bank of New York, New York, NY (5.37).
Money Market Portfolio - Class I: Citibank, N.A., New York, NY
(7.21%); Fleet National Bank, Providence, RI (5.44%).
Money Market Portfolio - Class II: Chase Bank of Texas, Houston, TX
(32.56%); BankBoston, Boston, MA (31.15); First Security Bank of Utah,
Salt Lake City, UT (20.52%); Nationsbank, Charlotte, NC (9.82%);
Southwest Bank of St. Louis, St. Louis, MO (5.93%).
Money Market Portfolio - Class III: FBS Investment Services, Inc.,
Minneapolis, MN (34.81%); Chase Bank of Texas, Houston, TX (19.93%);
First Union National Bank, Charlotte, NC (10.40%); Security Trust
Company, San Diego, CA (6.59%); Fidelity National Bank, Atlanta, GA
(6.20%); Nationsbank, Charlotte, NC (6.00%).
Tax-Exempt Portfolio - Class I: Fleet National Bank, Providence, RI
(17.67); BankBoston, Boston, MA (6.53%); First Tennessee Bank,
Memphis, TN (6.52).
Tax-Exempt Portfolio - Class II: Nationsbank, Charlotte, NC (47.40%);
Indiana National Bank, Indianapolis, IN (25.64%); BankBoston, Boston,
MA (18.51%).
Tax-Exempt Portfolio - Class III: FBS Investment Services, Inc.,
Minneapolis, MN (69.95%); First Chicago NBD Corp., Chicago, IL
(9.73%); Marquette Trust Company, Golden Valley, MN (5.64%).
A shareholder owning of record or beneficially more than 25% of a
fund's outstanding shares may be considered a controlling person. That
shareholder's vote could have a more significant effect on matters
presented at a shareholders' meeting than votes of other shareholders.
MANAGEMENT CONTRACTS
FMR is each fund's manager pursuant to management contracts dated May
30, 1993 for Treasury Portfolio, Government Portfolio, Domestic
Portfolio, and Money Market Portfolio; January 29, 1992 for Tax-Exempt
Portfolio; May 31, 1997 for Treasury Only Portfolio; and January 1,
1998 for Rated Money Market Portfolio, which were approved by
shareholders on November 18, 1992, November 13, 1991, May 9, 1997 and
December 30, 1997, respectively.
On May 9, 1997 (for Treasury Only Portfolio) and on December 30, 1997
(for Rated Money Market Portfolio) shareholders of each fund approved
changes in each fund's respective management contract. The prior
contracts, dated September 30, 1993 and December 29, 1994, were
approved by shareholders on March 24, 1993 and December 8, 1994, for
Treasury Only Portfolio and Rated Money Market Portfolio,
respectively. Under the prior contracts, each fund paid FMR an
all-inclusive management fee rate at an annual rate of 0.42% of the
fund's average net assets, and FMR paid all of the fund's other
expenses with certain exceptions (such as Rule 12b-1 fees). Under the
new contracts, the management fee rate is 0.20% of each fund's average
net assets and each fund (rather than FMR) pays all other expenses.
MANAGEMENT SERVICES. Each fund employs FMR to furnish investment
advisory and other 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. In addition to the management fee payable
to FMR and the fees payable to the transfer, dividend disbursing, and
shareholder servicing agent, pricing and bookkeeping agent each fund
or each class thereof, as applicable, pays all of its expenses that
are not assumed by those parties. Each fund pays for the typesetting,
printing, and mailing of its proxy materials to shareholders, legal
expenses, and the fees of the custodian, auditor and non-interested
Trustees. Each fund's management contract further provides that the
fund 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 of the applicable classes. Other
expenses paid by each fund, or each class thereof, as applicable,
include interest, taxes, brokerage commissions, the 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 is also liable for such non-recurring expenses as may
arise, including costs of any litigation to which the fund may be a
party, and any obligation it may have to indemnify its officers and
Trustees with respect to litigation.
MANAGEMENT FEES. For the services of FMR under each management
contract, each fund pays FMR a monthly management fee at the annual
rate of 0.20% of its average net assets throughout the month.
The following table shows the amount of management fees paid by each
fund to FMR for the past three fiscal years.

Fund Fiscal Year Ended March 31 Management Fees Paid to FMR

Treasury Only Portfolio+ 1998 $ 2,858,388

1997 $ 5,400,564*

1996 $ 5,448,560*

Treasury Portfolio 1998 $ 16,809,807

1997 $ 18,662,472

1996 $ 13,337,040

Government Portfolio 1998 $ 8,427,180

1997 $ 7,316,191

1996 $ 6,905,768

Domestic Portfolio 1998 $ 2,486,885

1997 $ 2,567,679

1996 $ 1,924,309

Rated Money Market Portfolio++ 1998 $ 1,408,420

1997 $ 1,289,421*

1996** $ 714,940*

1995*** $ 1,352,919*

Money Market Portfolio 1998 $ 20,235,151

1997 $ 18,446,400

1996 $ 13,337,921

Tax-Exempt Portfolio 1998 $ 4,572,721

1997 $ 4,268,633

1996 $ 3,883,600

+ These numbers reflect management fees paid under the fund's prior
contract that was in effect through May 31, 1997.
++ These numbers reflect management fees paid under the fund's prior
contract that was in effect through December 31, 1997.
* After reduction of fees and expenses paid by the fund to the
non-interested trustees.
** Fiscal period September 1, 1995 to March 31, 1996
*** Fiscal year ended August 31, 1995
FMR may, from time to time, voluntarily reimburse all or a portion of
a class'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 class's total returns
and yield, and repayment of the reimbursement by a class will lower
its total returns and yield.
During the past three fiscal years, FMR voluntarily agreed, subject to
revision or termination, to reimburse the funds if and to the extent
that the fund's aggregate operating expenses, including management
fees but excluding any applicable 12b-1 fees, were in excess of an
annual rate of its average net assets. The table below shows the
period of reimbursement and levels of expense limitations for the
applicable funds; the dollar amount of management fees incurred under
each fund's contract before reimbursement; and the dollar amount of
management fees reimbursed by FMR under the expense reimbursement for
each period.

Periods of Aggregate Fiscal Management Fee Amount of
Expense Limitation Operating Years Before Management Fee
From To Expense Ended Reimbursement Reimbursement
Limitation March 31

Treasury Only Portfolio July 1, 1995 current 0.20% 1998 $ 2,858,388 $ 1,103,217

1997 $ 5,400,564* $ 2,837,362

1996 $ 5,448,560* $ 2,856,829

Treasury Portfolio July 1, 1995 current 0.20% 1998 $ 16,809,807 $ 4,056,841

1997 $ 18,662,472 $ 4,417,486

1996 $ 13,337,040 $ 3,272,965

Government Portfolio July 1, 1995 current 0.20% 1998 $ 8,427,180 $ 2,734,302

1997 $ 7,316,191 $ 2,313,930

1996 $ 6,905,768 $ 1,810,837

Domestic Portfolio July 1, 1995 current 0.20% 1998 $ 2,486,885 $ 815,276

1997 $ 2,567,679 $ 1,040,947

1996 $ 1,924,309 $ 812,447

Rated Money Market Portfolio July 1, 1995 current 0.20% 1998 $ 1,408,420 $ 728,930

1997 $ 1,289,421* $ 683,902

1996** $ 714,940* $ 255,565

1995*** $ 1,352,919* $ 0

Money Market Portfolio July 1, 1995 current 0.18% 1998 $ 20,235,151 $ 6,929,834

1997 $ 18,446,400 $ 8,914,954

1996 $ 13,337,921 $ 7,536,472

Tax-Exempt Portfolio July 1, 1995 current 0.20% 1998 $ 4,572,721 $ 1,361,100

1997 $ 4,268,633 $ 1,682,003

1996 $ 3,883,600 $ 1,281,732

* After reduction of fees and expenses paid by the fund to the
non-interested Trustees.
** Fiscal period September 1, 1995 to March 31, 1996
*** Fiscal year ended August 31, 1995.
SUB-ADVISER. FMR has entered into a sub-advisory agreement with FIMM
pursuant to which FIMM has primary responsibility for providing
portfolio investment management services to the funds. Previously, FMR
Texas Inc. (FMR Texas) had primary responsibility for providing
investment management services to the funds. 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 Inc. and FIMM by FMR on behalf of each fund for
the past three fiscal years are shown in the table below.

Fund Fiscal Year Ended March 31 Fees Paid to FMR Texas Fees Paid to FIMM

Treasury Only Portfolio 1998 $ 1,214,003 $ 215,191

1997 $ 2,700,282 $ 0

1996 $ 2,724,280 $ 0

Treasury Portfolio 1998 $ 6,911,829 $ 1,493,075

1997 $ 9,331,236 $ 0

1996 $ 6,668,520 $ 0

Government Portfolio 1998 $ 3,391,600 $ 821,990

1997 $ 3,658,096 $ 0

1996 $ 3,452,884 $ 0

Domestic Portfolio 1998 $ 990,351 $ 253,092

1997 $ 1,283,840 $ 0

1996 $ 962,155 $ 0

Rated Money Market Portfolio 1998 $ 615,305 $ 88,905

1997 $ 644,711 $ 0

1996* $ 357,470 $ 0

1995** $ 676,460 $ 0

Money Market Portfolio 1998 $ 8,031,310 $ 2,086,266

1997 $ 9,223,200 $ 0

1996 $ 6,668,961 $ 0

Tax-Exempt Portfolio 1998 $ 1,849,770 $ 436,591

1997 $ 2,134,317 $ 0

1996 $ 1,941,800 $ 0

* Fiscal period September 1, 1995 to March 31, 1996
** Fiscal year ended August 31, 1995
DISTRIBUTION AND SERVICE PLANS
The Trustees have approved a Distribution and Service Plans on behalf
of Class I, Class II and Class III of each fund 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 Class I,
Class II and Class III of the funds and FMR to incur certain expenses
that might be considered to constitute direct or indirect payment by
the funds of distribution expenses.
Pursuant to each Class II Plan, FDC is paid a monthly distribution fee
at an annual rate of 0.15% of Class II's average net assets determined
at the close of business on each day throughout the month.
Pursuant to each Class III Plan, FDC is paid a monthly distribution
fee at an annual rate of 0.25% of Class III's average net assets
determined at the close of business on each day throughout the month.
Currently, the full amount of distribution fees paid by Class II and
Class III is reallowed to investment professionals (including FDC) as
compensation for their services in connection with the distribution of
Class II or Class III shares, as applicable, and for providing support
services to Class II or Class III shareholders, as applicable, based
upon the level of services provided.
For the fiscal year ended March 31, 1998, Class II of each fund paid
FDC the following distribution fees:
Fund Fees paid to FDC Fees retained by FDC

Treasury Only Portfolio $ 77,026 $ 18,660*

Treasury Portfolio $ 436,029 $ 76,560*

Government Portfolio $ 174,317 --

Domestic Portfolio $ 16,366 --

Rated Money Market Portfolio $ 41,909 --

Money Market Portfolio $ 146,987 --

Tax-Exempt Portfolio $ 62,927 --

For the fiscal year ended March 31, 1998, Class III of each fund paid
FDC the following distribution fees:
Fund Fees paid to FDC Fees retained by FDC

Treasury Only Portfolio $ 159,095 --

Treasury Portfolio $ 8,297,121 --

Government Portfolio $ 1,730,202 $ 10,020*

Domestic Portfolio $ 213,409 --

Rated Money Market Portfolio $ 116,323 --

Money Market Portfolio $ 1,461,065 --

Tax-Exempt Portfolio $ 97,356 --

* Amounts represent fees paid to FDC but not yet reallowed to
investment professionals as of the close of the period reported and
fees paid to FDC that are not eligible to be reallowed to investment
professionals. As of March 31, 1998, amounts not eligible for
reallowance were held in an FDC account.
Under each Class I 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 Class I 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 the
distribution of Class I shares. In addition, each Class I Plan
provides that FMR, directly or through FDC, may make payments to third
parties, such as banks or broker-dealers, that engage in the sale of
Class I shares, or provide shareholder support services. Currently,
the Board of Trustees has authorized such payments for Class I shares.
Under each Class II and Class III 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 Class II and Class III 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 the distribution of Class II or Class III shares, including
payments made to third parties that engage in the sale of Class II or
Class III shares or to third parties, including banks, that render
shareholder support services. Currently, the Board of Trustees has
authorized such payments for Class II and Class III shares.
Payments made by FMR through FDC to third parties for the fiscal year
ended March 31, 1998 amounted to the following amounts (rounded to the
nearest $1,000):
Fund Class I Class II Class III

Treasury Only Portfolio $ 146,000 $ 3,000 $ 6,000

Treasury Portfolio $ 97,000 $ 3,000 $ 31,000

Government Portfolio $ 96,000 $ 3,000 $ 94,000

Domestic Portfolio $ 17,000 $ 1,000 $ 4,000

Rated Money Market Portfolio -- -- --

Money Market Portfolio $ 114,000 $ 8,000 $ 36,000

Tax-Exempt Portfolio $ 28,000 $ 2,000 $ 2,000

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 applicable class of the fund and its shareholders. In
particular, the Trustees noted that each Class I Plan does not
authorize payments by Class I of 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 shares of the applicable class, additional sales of
fund shares may result. Furthermore, certain shareholder support
services may be provided more effectively under the Plans by local
entities with whom shareholders have other relationships.
Each Class II and Class III Plan does not provide for specific
payments by Class II and Class III of any of the expenses of FDC, or
obligate FDC or FMR to perform any specific type or level of
distribution activities or incur any specific level of expense in
connection with distribution activities.
The Class I plans were approved by shareholders of Class I of each of
Treasury Portfolio, Government Portfolio, Domestic Portfolio, and
Money Market Portfolio on November 18, 1992, by shareholders of Class
I of Tax-Exempt Portfolio on November 30, 1991; by shareholders of
Class I of Treasury Only Portfolio on May 9, 1997, and by shareholders
of Class I of Rated Money Market Portfolio on December 8, 1994. Each
Class I plan was approved by shareholders, in connection with a
reorganization transaction on May 30, 1993 for Treasury Portfolio,
Government Portfolio, Domestic Portfolio, and Money Market Portfolio;
January 29, 1992 for Tax-Exempt Portfolio, May 30, 1997 for Treasury
Only Portfolio, and December 29, 1994 for Rated Money Market
Portfolio, pursuant to an Agreement and Plan of Conversion.
The Class II plans were approved by FMR as the then sole shareholder
of Class II of each of Treasury Portfolio, Government Portfolio,
Domestic Portfolio, Rated Money Market Portfolio and Tax-Exempt
Portfolio on October 31, 1995. The Class II plan for Treasury Only
Portfolio was approved by shareholders of Class II on May 9, 1997. The
Class II plan for Treasury Only Portfolio was approved by
shareholders, in connection with a reorganization transaction on May
30, 1997, pursuant to an Agreement and Plan of Conversion.
The Class III plan for Treasury Portfolio was approved by FMR as the
then sole shareholder on October 22, 1993. The Class III plan for
Government Portfolio was approved by FMR as the then sole shareholder
on April 4, 1994. The Class III plan for Domestic Portfolio was
approved by FMR as the then sole shareholder on July 19, 1994. The
Class III plan for Money Market Portfolio was approved by FMR as the
then sole shareholder on November 17, 1993. The Class III plans for
Tax-Exempt Portfolio, and Rated Money Market Portfolio were approved
by FMR as the then sole shareholder on October 31, 1995. The Class III
plan for Treasury Only Portfolio was approved by shareholders of Class
III on May 9, 1997. The Class III plan for Treasury Only Portfolio was
approved by shareholders, in connection with a reorganization
transaction on May 30, 1997, pursuant to an Agreement and Plan of
Conversion.
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.
CONTRACTS WITH FMR AFFILIATES
Each class of the Treasury Only Portfolio, Treasury Portfolio,
Government Portfolio, Domestic Portfolio, Rated Money Market Portfolio
and Money Market Portfolio (the Taxable Funds) has entered into a
transfer agent agreement with FIIOC, an affiliate of FMR. Under the
terms of the agreements, FIIOC performs transfer agency, dividend
disbursing, and shareholder services for each class of each fund.
Each class of Tax-Exempt Portfolio has entered into a transfer agent
agreement with UMB. Under the terms of the agreements, UMB provides
transfer agency, dividend disbursing, and shareholder services for
each class of the fund. UMB in turn has entered into sub-transfer
agent agreements with FIIOC. Under the terms of the sub-agreements,
FIIOC performs all processing activities associated with providing
these services for each class of the fund and receives all related
transfer agency fees paid to UMB.
For providing transfer agency services, FIIOC receives an asset-based
fee paid monthly with respect to each account in a fund.
FIIOC pays out-of-pocket expenses associated with providing transfer
agent services. In addition, FIIOC 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 of the Taxable Funds has also entered into a service agent
agreement with FSC, an affiliate of FMR. Under the terms of the
agreements, FSC calculates the NAV and dividends for each class of
each fund and maintains each fund's portfolio and general accounting
records.
Tax-Exempt Portfolio has also entered into a service agent agreement
with UMB. Under the terms of the agreement, UMB provides pricing and
bookkeeping services for the fund. UMB in turn has entered into a
sub-service agent agreements with FSC. Under the terms of the
sub-agreement, FSC performs all processing activities associated with
providing these services, including calculating the NAV and dividends
for each class of the fund and maintaining the fund's portfolio and
general accounting records, and receives all related pricing and
bookkeeping fees paid to UMB.
For providing pricing and bookkeeping services, FSC receives a monthly
fee based on each fund's average daily net assets throughout the
month. The annual fee rates for pricing and bookkeeping services are
.0175% of the first $500 million of average net assets and .0075% of
average net assets in excess of $500 million. The fee, not including
reimbursement for out-of-pocket expenses, is limited to a minimum of
$40,000 and a maximum of $800,000 per year.
Pricing and bookkeeping fees, including reimbursement for
out-of-pocket expenses, paid by the funds to FSC for the past three
fiscal years are shown in the table below.
Fund 1998 1997 1996

Treasury Only Portfolio $ 116,314 N/A N/A

Treasury Portfolio $ 682,117 $ 757,887 $ 550,798

Government Portfolio $ 366,891 $ 328,522 $ 309,220

Domestic Portfolio $ 143,578 $ 148,284 $ 122,381

Rated Money Market Portfolio $ 20,711 N/A N/A

Money Market Portfolio $ 786,055 $ 727,821 $ 551,158

Tax-Exempt Portfolio $ 288,482 $ 277,016 $ 249,803

Each fund has entered into a distribution agreement with FDC, an
affiliate of FMR organized as a Massachusetts corporation on July 18,
1960. 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.
DESCRIPTION OF THE TRUST
TRUST ORGANIZATION. Each fund is a fund of Colchester Street Trust, an
open-end management investment company organized as a Massachusetts
business trust on November 10, 1991, pursuant to a Declaration of
Trust that was amended and restated on April 9, 1985. On May 30, 1993,
the trust was converted to a Delaware business trust pursuant to an
agreement approved by shareholders on November 18, 1992. The Delaware
trust, which was organized on June 20, 1991 under the name Fidelity
Government Securities Fund, succeeded to the name Fidelity
Institutional Cash Portfolios II on May 28, 1993, and then to the name
Fidelity Institutional Cash Portfolios on May 28, 1993 and then to the
name Colchester Street Trust on May 29, 1998. Currently, there are
seven funds of Colchester Street Trust: Treasury Only Portfolio,
Treasury Portfolio, Government Portfolio, Domestic Portfolio, Rated
Money Market Portfolio, Money Market Portfolio and Tax-Exempt
Portfolio. The Trust Instrument permits the Trustees to create
additional funds.
In the event that FMR ceases to be the investment adviser to the trust
or a fund, the right of the trust or fund to use the identifying name
"Fidelity" may be withdrawn. There is a remote possibility that one
fund might become liable for any misstatement in its prospectus or
statement of additional information about another fund.
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 only to the rights of creditors, are especially allocated to
such fund, and constitute the underlying assets of such fund. The
underlying assets of each fund are segregated on the books of account,
and are to be charged with the liabilities with respect to such fund
and with a share of the general expenses of the trust. Expenses with
respect to the trust are to be allocated in proportion to the asset
value of the respective funds, except where allocations of direct
expense can otherwise be fairly made. The officers of the trust,
subject to the general supervision of the Board of Trustees, have the
power to determine which expenses are allocable to a given fund, or
which are general or allocable to all of the funds. In the event of
the dissolution or liquidation of the trust, shareholders of each fund
are entitled to receive as a class the underlying assets of such fund
available for distribution.
SHAREHOLDER AND TRUSTEE 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 and requires that a disclaimer be given in each
contract entered into or executed by the trust or the Trustees. 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. 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 the 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.
The Trust Instrument further provides that the Trustees, if they have
exercised reasonable care, shall not be personally liable to any
person other than the trust or its shareholders; moreover, the
Trustees shall not be liable for any conduct whatsoever, provided that
Trustees are not protected against any liability to which they would
otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of the duties involved in the
conduct of their office. Claims asserted against one class of shares
may subject holders of another class of shares to certain liabilities.
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 Trust Instrument, call meetings of the trust or 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 the 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 such terminations must be approved by vote of the holders of
a majority of the trust or the fund, as determined by the current
value of each shareholder's investment in the fund or trust]; however,
the Trustees may, without prior shareholder approval, change the form
of organization of the trust by merger, consolidation, or
incorporation. If not so terminated or reorganized, the trust and its
funds will continue indefinitely.
Under the Trust Instrument, the Trustees may, without shareholder
vote, cause the trust to merge or consolidate into one or more trusts,
partnerships, or corporations, or cause the trust to be incorporated
under Delaware law, so long as the surviving entity is an open-end
management investment company that will succeed to or assume the trust
registration statement. Each fund may invest all of its assets in
another investment company.
CUSTODIAN. The Bank of New York, 110 Washington Street, New York, New
York, is custodian of the assets of the Taxable Funds. UMB Bank, n.a.,
1010 Grand Avenue, Kansas City, Missouri, is custodian of the assets
of Tax-Exempt Portfolio. Each custodian is responsible for the
safekeeping of a fund's assets and the appointment of any subcustodian
banks and clearing agencies. A custodian takes no part in determining
the investment policies of a fund or in deciding which securities are
purchased or sold by a fund. However, a fund may invest in obligations
of its custodian and may purchase securities from or sell securities
to its custodian. The Chase Manhattan Back, headquartered in New York,
also may serve as a special purpose custodian of certain assets of the
Taxable Funds in connection with repurchase agreement transactions.
FMR, its officers and directors, its affiliated companies, and 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.
AUDITORS. Coopers & Lybrand L.L.P., One Post Office Square, Boston,
Massachusetts serves as Treasury Only Portfolio's, Rated Money Market
Portfolio's and Tax-Exempt Portfolio's independent accountant. Price
Waterhouse LLP, 160 Federal Street, Boston, Massachusetts serves as
Treasury Portfolio's, Government Portfolio's, Domestic Portfolio's,
and Money Market Portfolio's independent accountant. The auditor
examines financial statements for the funds and provides other audit,
tax, and related services.
FINANCIAL STATEMENTS
Each fund's financial statements and financial highlights for the
fiscal year ended March 31, 1998, and reports of the auditors, are
included in the funds' Annual Report, which is a separate report
supplied with this SAI. The funds' financial statements, including the
financial highlights, and reports of the auditors are incorporated
herein by reference. For a free additional copy of the funds' Annual
Report, contact Client Services at 1-800-843-3001, 82 Devonshire
Street, Boston, MA 02109.
APPENDIX
The descriptions that follow are examples of eligible ratings for the
funds. A fund may, however, consider the ratings for other types of
investments and the ratings assigned by other rating organizations
when determining the eligibility of a particular investment.
DESCRIPTION OF MOODY'S INVESTORS SERVICE RATINGS OF MUNICIPAL
OBLIGATIONS
Moody's ratings for short-term municipal obligations will be
designated Moody's Investment Grade ("MIG"). A two-component rating is
assigned to variable rate demand obligations. The first component
represents an evaluation of the degree of risk associated with
scheduled principal repayment and interest payments and is designated
by a long-term rating, e.g., "Aaa" or "A." The second component
represents an evaluation of the degree of risk associated with the
demand feature and is designated "VMIG."
MIG 1/VMIG 1 - This designation denotes best quality. There is present
strong protection by established cash flows, superior liquidity
support, or demonstrated broad-based access to the market for
refinancing.
MIG 2/VMIG 2 - This designation denotes high quality. Margins of
protection are ample although not so large as in the preceding group.
DESCRIPTION OF STANDARD & POOR'S RATINGS OF MUNICIPAL NOTES
Municipal notes maturing in three years or less will likely receive a
"note" rating symbol. Notes that have a put option or demand feature
are assigned a dual rating. The first rating addresses the likelihood
of repayment of principal and payment of interest due and for
short-term obligations is designated by a note rating symbol. The
second rating addresses only the demand feature, and is designated by
a commercial paper rating symbol, e.g., "A-1" or "A-2."
SP-1 - Strong capacity to pay principal and interest. Issues
determined to possess very strong characteristics are given a plus (+)
designation.
SP-2 - Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over the term
of the notes.
DESCRIPTION OF MOODY'S INVESTORS SERVICE RATINGS OF COMMERCIAL PAPER
Moody's assigns short-term debt ratings to obligations which have an
original maturity not exceeding one year.
Issuers rated PRIME-1 (or related supporting institutions) have a
superior ability for repayment of principal and payment of interest.
Issuers rated PRIME-2 (or related supporting institutions) have a
strong ability for repayment of principal and payment of interest.
DESCRIPTION OF STANDARD & POOR'S RATINGS OF COMMERCIAL PAPER
Debt issues considered short-term in the relevant market may be
assigned a Standard & Poor's commercial paper rating.
A-1 - This highest category indicates that the degree of safety
regarding timely payment is strong. Those issues determined to possess
extremely strong safety characteristics are denoted with a plus sign
(+) designation.
A-2 - Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as
for issues designated A-1.
SUPPLEMENT TO THE
FIDELITY INSTITUTIONAL MONEY MARKET FUNDS'
MAY 29, 1998
STATEMENT OF ADDITIONAL INFORMATION
THE FOLLOWING REPLACES SIMILAR INFORMATION FOUND IN THE "INVESTMENT
POLICIES AND LIMITATIONS" SECTION OF TREASURY PORTFOLIO ON PAGE 4:
(vi) The fund does not currently intend to make loans, but this
limitation does not apply to purchases of debt securities or to
repurchase agreements.
THE FOLLOWING REPLACES SIMILAR INFORMATION FOUND IN THE "INVESTMENT
POLICIES AND LIMITATIONS" SECTION OF GOVERNMENT PORTFOLIO ON PAGE 5.
(vi) The fund does not currently intend to make loans, but this
limitation does not apply to purchases of debt securities or to
repurchase agreements.
THE FOLLOWING REPLACES SIMILAR INFORMATION IN FOUND IN THE "INVESTMENT
POLICIES AND LIMITATIONS" SECTION BEGINNING ON PAGE 10:
FEDERALLY TAXABLE SECURITIES. Under normal conditions, a municipal
fund does not intend to invest in securities whose interest is
federally taxable. However, from time to time on a temporary basis, a
municipal fund may invest a portion of its assets in fixed-income
securities whose interest is subject to federal income tax.
Should a municipal fund invest in federally taxable securities, it
would purchase securities that, in FMR's judgment, are of high
quality. These securities would include those issued or guaranteed by
the U.S. Government or its agencies or instrumentalities and
repurchase agreements for those securities.
A municipal money market fund will purchase taxable securities only if
they meet its quality requirements.
Proposals to restrict or eliminate the federal income tax exemption
for interest on municipal securities are introduced before Congress
from time to time. Proposals also may be introduced before state
legislatures that would affect the state tax treatment of a municipal
fund's distributions. If such proposals were enacted, the availability
of municipal securities and the value of a municipal fund's holdings
would be affected and the Trustees would reevaluate the fund's
investment objectives and policies.
THE FOLLOWING INFORMATION SUPPLEMENTS THE SIMILAR INFORMATION FOR
TREASURY ONLY PORTFOLIO FOUND IN THE "YIELD CALCULATIONS" DISCUSSION
BEGINNING ON PAGE 15:
Treasury Only'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 Treasury Only, 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.
THE FOLLOWING SENTENCE HAS BEEN REMOVED FROM THE "PERFORMANCE" SECTION
ON PAGE 17:
Note that the fund may invest in securities whose income is subject to
the federal alternative minimum tax.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOR TAX-EXEMPT
PORTFOLIO FOUND IN THE TABLE ON PAGE 19:

Class I Class II Class III

Fund Seven-Day Tax-Equiv Seven-Day Tax-Equiv Seven-Day Tax-Equiv
Yield alent Yield Yield alent Yield Yield alent Yield

Tax-Exempt 3.49% 5.45% 3.19% 4.98% 3.10% 4.84%

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"TRUSTEES AND OFFICERS" SECTION BEGINNING ON PAGE 36:
RICHARD A. SILVER (51), 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).

(2_FIDELITY_LOGOS)FIDELITY
INSTITUTIONAL
MONEY MARKET
FUNDS
ANNUAL REPORT
MARCH 31, 1998
CONTENTS

FIDELITY INSTITUTIONAL MONEY MARKET FUNDS

SCHEDULES OF INVESTMENTS & FINANCIAL STATEMENTS

FIDELITY INSTITUTIONAL CASH PORTFOLIOS (NOW KNOWN AS COLCHESTER STREET TRUST):

TREASURY ONLY (NOW KNOWN AS TREASURY ONLY PORTFOLIO) 3

TREASURY (NOW KNOWN AS TREASURY PORTFOLIO) 7

GOVERNMENT (NOW KNOWN AS GOVERNMENT PORTFOLIO) 11

DOMESTIC (NOW KNOWN AS DOMESTIC PORTFOLIO) 16

MONEY MARKET (NOW KNOWN AS MONEY MARKET PORTFOLIO) 22

FIDELITY MONEY MARKET TRUST: 29
RATED MONEY MARKET (NOW KNOWN AS COLCHESTER STREET TRUST:
RATED MONEY MARKET PORTFOLIO)

FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS: 34
TAX-EXEMPT (NOW KNOWN AS COLCHESTER STREET TRUST: TAX-EXEMPT PORTFOLIO)

NOTES TO FINANCIAL STATEMENTS 49

REPORTS OF INDEPENDENT ACCOUNTANTS 56

PROXY VOTING RESULTS 58

FUND GOALS:
TREASURY ONLY, TREASURY, GOVERNMENT, DOMESTIC, MONEY MARKET, AND RATED
MONEY MARKET SEEK TO OBTAIN AS HIGH A LEVEL OF CURRENT INCOME AS IS
CONSISTENT WITH THE PRESERVATION OF PRINCIPAL AND LIQUIDITY WITHIN THE
LIMITATIONS PRESCRIBED FOR THE FUND.
TAX-EXEMPT SEEKS AS HIGH A LEVEL OF INTEREST INCOME EXEMPT FROM
FEDERAL INCOME TAX AS IS CONSISTENT WITH A PORTFOLIO OF HIGH-QUALITY,
SHORT-TERM MUNICIPAL OBLIGATIONS SELECTED ON THE BASIS OF LIQUIDITY
AND STABILITY OF PRINCIPAL.

INVESTMENTS IN THE FUNDS ARE NEITHER INSURED NOR GUARANTEED BY THE
U.S. GOVERNMENT, AND THERE CAN BE NO ASSURANCE THAT THE FUNDS WILL
MAINTAIN A STABLE
$1.00 SHARE PRICE.
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE
SUBMITTED FOR THE GENERAL INFORMATION OF THE SHAREHOLDERS OF THE
FUNDS. THIS REPORT IS NOT
AUTHORIZED FOR DISTRIBUTION TO PROSPECTIVE INVESTORS IN THE FUNDS
UNLESS PRECEDED OR ACCOMPANIED BY AN EFFECTIVE PROSPECTUS.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
BY, ANY DEPOSITORY INSTITUTION. SHARES
ARE NOT INSURED BY THE FDIC, FEDERAL RESERVE BOARD OR ANY OTHER
AGENCY, AND ARE SUBJECT TO INVESTMENT RISKS,
INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED. NEITHER THE
FUNDS NOR FIDELITY DISTRIBUTORS IS A BANK.
FOR MORE INFORMATION ON ANY FIDELITY FUND, INCLUDING CHARGES AND
EXPENSES, CALL THE APPROPRIATE NUMBER LISTED BELOW. READ THE
PROSPECTUS CAREFULLY BEFORE
YOU INVEST OR SEND MONEY.
RETIREMENT PLAN LEVEL ACCOUNTS
CORPORATE CLIENTS 1-800-962-1375
"NOT FOR PROFIT" CLIENTS 1-800-343-0860
FINANCIAL AND OTHER INSTITUTIONS
NATIONWIDE 1-800-843-3001
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: TREASURY ONLY
INVESTMENTS MARCH 31, 1998

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

U.S. TREASURY OBLIGATIONS - 100%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
U.S. TREASURY BILLS - 22.0%
4/2/98 6.00% $ 15,000,000 $ 14,997,642
4/16/98 5.40 40,000,000 39,910,545
4/16/98 5.41 60,000,000 59,865,625
4/16/98 5.45 20,000,000 19,954,708
4/23/98 5.35 17,664,000 17,606,785
4/23/98 5.41 3,875,000 3,862,248
4/23/98 5.42 10,000,000 9,967,000
4/30/98 6.01 20,000,000 19,908,731
4/30/98 6.04 10,000,000 9,954,124
4/30/98 6.07 7,000,000 6,967,743
5/28/98 5.26 20,000,000 19,835,650
6/25/98 5.38 20,000,000 19,752,319
242,583,120
U.S. TREASURY NOTES - 72.3%
4/15/98 5.41 20,000,000 20,018,008
4/30/98 5.42 50,000,000 50,012,137
4/30/98 5.43 10,000,000 10,002,985
4/30/98 5.44 18,061,000 18,066,289
5/15/98 5.30 56,100,000 56,146,834
5/15/98 5.34 30,000,000 30,057,496
5/15/98 5.35 20,000,000 20,083,550
5/15/98 5.37 30,000,000 30,124,814
5/15/98 5.52 5,000,000 5,003,223
5/31/98 5.32 15,000,000 14,995,739
5/31/98 5.34 30,000,000 30,020,242
5/31/98 5.35 20,000,000 20,012,853
5/31/98 5.53 10,000,000 10,005,824
6/30/98 5.25 65,000,000 65,149,891
6/30/98 5.27 10,000,000 10,022,164
6/30/98 5.31 15,000,000 15,031,267
6/30/98 5.33 53,000,000 53,105,545
6/30/98 5.34 20,000,000 20,040,264
6/30/98 5.50 35,000,000 35,061,184
6/30/98 5.58 20,000,000 20,030,689
7/15/98 5.34 10,000,000 10,079,710
7/31/98 6.23 25,000,000 25,070,313
7/31/98 5.25 40,000,000 40,126,746
7/31/98 5.28 40,000,000 40,122,521
7/31/98 5.30 20,000,000 20,059,370
7/31/98 5.31 10,000,000 10,028,571
7/31/98 5.32 60,000,000 60,108,586
7/31/98 5.33 40,000,000 40,110,779
8/15/98 5.35 10,000,000 10,014,029
10/31/98 5.30 10,000,000 10,015,941
798,727,564
PRINCIPAL ONLY STRIPS - 5.7%
8/15/98 5.77 5,000,000 4,893,651
8/15/98 5.80 5,000,000 4,893,986
11/15/98 5.52 10,000,000 9,660,401
11/15/98 5.40 10,000,000 9,656,645
11/15/98 5.65 10,000,000 9,656,564
11/15/98 5.70 20,000,000 19,335,514
2/15/99 5.51 5,000,000 4,765,995
62,862,756
TOTAL INVESTMENTS - 100% $ 1,104,173,440
Total Cost for Income Tax Purposes $ 1,104,177,556
INCOME TAX INFORMATION
At March 31, 1998, the fund had a capital loss carryforward of
approximately $235,000 of which $59,000, $115,000 and $61,000 will
expire on March 31, 2002, 2004 and 2005, respectively.
A total of 100% of the dividends distributed during the fiscal year
was derived from interest on U.S. Government securities which is
generally exempt from state income tax (unaudited).
The fund will notify shareholders in January 1999 of the applicable
percentage for use in preparing 1998 income tax returns.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: TREASURY ONLY
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1998

ASSETS

INVESTMENT IN SECURITIES, AT VALUE - SEE ACCOMPANYING SCHEDULE $ 1,104,173,440

INTEREST RECEIVABLE 14,368,639

TOTAL ASSETS 1,118,542,079

LIABILITIES

PAYABLE TO CUSTODIAN BANK $ 528

PAYABLE FOR INVESTMENTS PURCHASED 34,996,490

DISTRIBUTIONS PAYABLE 3,439,493

ACCRUED MANAGEMENT FEE 135,309

DISTRIBUTION FEES PAYABLE 26,463

OTHER PAYABLES AND 70,474
ACCRUED EXPENSES

TOTAL LIABILITIES 38,668,757

NET ASSETS $ 1,079,873,322

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 1,080,112,410

ACCUMULATED NET REALIZED GAIN (LOSS) ON INVESTMENTS (239,088)

NET ASSETS $ 1,079,873,322

CLASS I: $1.00
NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($942,561,358 (DIVIDED BY)
942,593,257 SHARES)

CLASS II: $1.00
NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($36,847,319 (DIVIDED BY)
36,848,566 SHARES)

CLASS III: $1.00
NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($100,464,645 (DIVIDED BY)
100,468,045 SHARES)

STATEMENT OF OPERATIONS
YEAR ENDED MARCH 31, 1998

INTEREST INCOME $ 64,797,066

EXPENSES

MANAGEMENT FEE $ 2,858,388

TRANSFER AGENT FEES

CLASS I 336,573

CLASS II 12,490

CLASS III 18,741

DISTRIBUTION FEES

CLASS II 77,026

CLASS III 159,095

ACCOUNTING FEES AND EXPENSES 116,314

NON-INTERESTED TRUSTEES' COMPENSATION 4,482

CUSTODIAN FEES AND EXPENSES 9,064

REGISTRATION FEES

CLASS I 53,049

CLASS II 13,015

CLASS III 36,893

AUDIT 26,181

LEGAL 7,377

MISCELLANEOUS 11,589

TOTAL EXPENSES BEFORE REDUCTIONS 3,740,277

EXPENSE REDUCTIONS (1,115,027) 2,625,250

NET INTEREST INCOME 62,171,816

NET REALIZED GAIN (LOSS) 125,118
ON INVESTMENTS

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 62,296,934

STATEMENT OF CHANGES IN NET ASSETS
INCREASE (DECREASE) IN NET ASSETS YEAR ENDED YEAR ENDED
MARCH 31, MARCH 31,
1998 1997
OPERATIONS $ 62,171,816 $ 65,045,695
NET INTEREST INCOME

NET REALIZED GAIN (LOSS) 125,118 (64,845)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 62,296,934 64,980,850

DISTRIBUTIONS TO SHAREHOLDERS FROM:
NET INTEREST INCOME

CLASS I (56,460,310) (62,527,342)

CLASS II (2,554,702) (1,336,950)

CLASS III (3,156,804) (1,181,403)

TOTAL DISTRIBUTIONS (62,171,816) (65,045,695)

SHARE TRANSACTIONS - NET INCREASE (DECREASE) AT NET ASSET VALUE OF $1.00 PER SHARE:

CLASS I (214,223,392) (204,330,031)

CLASS II (19,660,588) 56,407,114

CLASS III 64,457,885 31,912,957

TOTAL SHARE TRANSACTIONS (169,426,095) (116,009,960)

TOTAL INCREASE (DECREASE) IN NET ASSETS (169,300,977) (116,074,805)

NET ASSETS

BEGINNING OF PERIOD 1,249,174,299 1,365,249,104

END OF PERIOD $ 1,079,873,322 $ 1,249,174,299

SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

FINANCIAL HIGHLIGHTS - CLASS I
YEARS ENDED MARCH 31, EIGHT MONTH YEARS ENDED JULY 31,
PERIOD ENDED
MARCH 31,

SELECTED PER-SHARE DATA 1998 1997 1996 1995 1994 1993
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .052 .050 .054 .033 .032 .031

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.052) (.050) (.054) (.033) (.032) (.031)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN B 5.33% 5.17% 5.56% 3.38% 3.27% 3.10%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 942,561 $ 1,156,667 $ 1,361,050 $ 1,266,285 $ 1,049,170 $ 1,047,791

RATIO OF EXPENSES TO AVERAGE NET ASSETS .20% C .20% C .20% C .20% A, C .20% C .20% C

RATIO OF NET INTEREST INCOME TO
AVERAGE NET ASSETS 5.20% 5.05% 5.41% 5.02% A 3.22% 3.05%

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR
ARE NOT ANNUALIZED. THE TOTAL RETURNS WOULD HAVE
BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO
FINANCIAL STATEMENTS).
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS'
EXPENSES DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT,
THE CLASS' EXPENSE RATIO WOULD HAVE BEEN HIGHER
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).

FIDELITY INSTITUTIONAL CASH PORTFOLIOS: TREASURY ONLY
FINANCIAL STATEMENTS - CONTINUED

FINANCIAL HIGHLIGHTS - CLASS II
YEARS ENDED MARCH 31,

SELECTED PER-SHARE DATA 1998 1997 1996 E
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .051 .049 .020

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.051) (.049) (.020)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN B 5.18% 5.01% 2.04%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 36,847 $ 56,502 $ 102

RATIO OF EXPENSES TO AVERAGE NET ASSETS .35% C .35% C .35% A, C

RATIO OF EXPENSES TO AVERAGE NET ASSETS AFTER EXPENSE REDUCTIONS .35% .34% D .35% A

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.05% 4.94% 5.03% A

FINANCIAL HIGHLIGHTS - CLASS III
YEARS ENDED MARCH 31,

SELECTED PER-SHARE DATA 1998 1997 1996 F
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .050 .048 .020

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.050) (.048) (.020)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN B 5.07% 4.90% 2.00%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 100,465 $ 36,006 $ 4,097

RATIO OF EXPENSES TO AVERAGE NET ASSETS .45% C .45% C .45% A, C

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 4.96% 4.82% 4.86% A

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR
ARE NOT ANNUALIZED. THE TOTAL RETURNS WOULD HAVE
BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO
FINANCIAL STATEMENTS).
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS'
EXPENSES DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT,
THE CLASS' EXPENSE RATIO WOULD HAVE BEEN HIGHER
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS
WITH THIRD PARTIES WHO EITHER PAID OR REDUCED A PORTION
OF THE CLASS' EXPENSES.
E FOR THE PERIOD NOVEMBER 6, 1995 (COMMENCEMENT OF SALE
OF CLASS II SHARES) TO MARCH 31, 1996.
F FOR THE PERIOD NOVEMBER 6, 1995 (COMMENCEMENT OF SALE
OF CLASS III SHARES) TO MARCH 31, 1996.

FIDELITY INSTITUTIONAL CASH PORTFOLIOS: TREASURY
INVESTMENTS MARCH 31, 1998

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

U.S. TREASURY OBLIGATIONS - 30.4%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
U.S. TREASURY BILLS - 10.7%
4/2/98 6.00% $ 105,000,000 $ 104,983,498
4/2/98 6.03 125,000,000 124,980,236
4/30/98 6.01 41,500,000 41,310,616
4/30/98 6.03 50,000,000 49,771,223
4/30/98 6.04 114,000,000 113,477,432
4/30/98 6.05 42,500,000 42,304,854
4/30/98 6.07 84,000,000 83,612,916
5/28/98 5.88 50,000,000 49,560,599
6/25/98 5.47 100,000,000 98,743,785
9/17/98 5.50 90,000,000 87,772,017
9/17/98 5.54 50,000,000 48,753,625
845,270,801
U.S. TREASURY NOTES - 10.4%
5/15/98 5.52 40,000,000 40,025,781
5/15/98 5.57 170,000,000 170,098,767
5/15/98 5.67 82,000,000 82,033,556
5/31/98 5.53 50,000,000 50,029,119
7/31/98 5.30 175,000,000 175,521,358
7/31/98 5.57 39,000,000 39,073,530
8/15/98 5.51 55,000,000 55,045,156
8/15/98 5.54 25,000,000 25,017,465
8/31/98 5.55 25,000,000 24,904,340
9/30/98 5.52 57,000,000 56,952,555
11/30/98 5.64 40,000,000 39,850,649
11/30/98 5.66 40,000,000 39,844,769
1/31/99 5.38 26,000,000 26,074,305
824,471,350
PRINCIPAL ONLY STRIPS - 9.3%
8/15/98 5.66 43,400,000 42,487,337
8/15/98 5.68 43,000,000 42,095,748
8/15/98 5.74 16,000,000 15,663,534
8/15/98 5.76 69,000,000 67,548,991
8/15/98 5.77 29,000,000 28,390,156
8/15/98 5.80 13,000,000 12,726,622
11/15/98 5.40 40,000,000 38,656,118
11/15/98 5.45 41,200,000 39,815,801
11/15/98 5.65 25,000,000 24,160,074
11/15/98 5.70 25,000,000 24,160,074
2/15/99 5.46 40,000,000 38,135,278
2/15/99 5.47 80,000,000 76,270,555
2/15/99 5.50 85,000,000 81,037,465
2/15/99 5.51 80,000,000 76,270,555
2/15/99 5.53 85,000,000 81,037,465
2/15/99 5.54 50,000,000 47,669,097
736,124,870
TOTAL U.S. TREASURY OBLIGATIONS 2,405,867,021
REPURCHASE AGREEMENTS - 69.6%
MATURITY VALUE
AMOUNT (NOTE 1)
In a joint trading account (Notes 2 and 3)
(U.S. Treasury Obligations):
dated 3/31/98 due 4/1/98:
At 5.94% $ 366,682,540 $ 366,622,000
At 5.97% 530,130,925 530,043,000
At 5.98% 3,643,604,699 3,643,000,000
dated 2/26/98 due 4/30/98
At 5.50% 302,887,500 300,000,000
dated 3/9/98 due 5/4/98
At 5.48% 58,494,418 58,000,000
dated 3/4/98 due 5/4/98
At 5.49% 171,581,425 170,000,000
dated 3/10/98 due 6/10/98
At 5.49% 335,643,930 331,000,000
dated 1/6/98 due 7/6/98
At 5.51% 30,831,092 30,000,000
dated 1/7/98 due 7/6/98
At 5.50% 82,200,000 80,000,000
TOTAL REPURCHASE AGREEMENTS 5,508,665,000
TOTAL INVESTMENTS - 100% $ 7,914,532,021
Total Cost for Income Tax Purposes $ 7,914,532,021
INCOME TAX INFORMATION
At March 31, 1998, the fund had a capital loss carryforward of
approximately $724,000 of which $342,000 and $382,000 will expire on
March 31, 2002 and 2003, respectively.
A total of 25.2% of the dividends distributed during the fiscal year
was derived from interest on U.S. Government securities which is
generally exempt from state income tax (unaudited).
The fund will notify shareholders in January 1999 of the applicable
percentage for use in preparing 1998 income tax returns.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: TREASURY
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1998

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (INCLUDING REPURCHASE AGREEMENTS OF $5,508,665,000) - $ 7,914,532,021
SEE ACCOMPANYING SCHEDULE

RECEIVABLE FOR FUND SHARES SOLD 46,162

INTEREST RECEIVABLE 18,098,034

TOTAL ASSETS 7,932,676,217

LIABILITIES

PAYABLE TO CUSTODIAN BANK $ 597

DISTRIBUTIONS PAYABLE 22,732,492

ACCRUED MANAGEMENT FEE 1,066,686

DISTRIBUTION FEES PAYABLE 668,653

OTHER PAYABLES AND 345,193
ACCRUED EXPENSES

TOTAL LIABILITIES 24,813,621

NET ASSETS $ 7,907,862,596

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 7,908,643,586

ACCUMULATED NET REALIZED GAIN (LOSS) ON INVESTMENTS (780,990)

NET ASSETS $ 7,907,862,596

CLASS I: $1.00
NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($4,498,483,879 (DIVIDED BY)
4,498,843,260 SHARES)

CLASS II: $1.00
NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($410,382,892 (DIVIDED BY)
410,415,674 SHARES)

CLASS III: $1.00
NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($2,998,995,825 (DIVIDED BY)
2,999,235,413 SHARES)

STATEMENT OF OPERATIONS
YEAR ENDED MARCH 31, 1998

INTEREST INCOME $ 471,769,463

EXPENSES

MANAGEMENT FEE $ 16,809,807

TRANSFER AGENT FEES

CLASS I 1,209,646

CLASS II 76,879

CLASS III 784,695

DISTRIBUTION FEES

CLASS II 436,029

CLASS III 8,297,121

ACCOUNTING FEES AND EXPENSES 682,117

NON-INTERESTED TRUSTEES' COMPENSATION 36,862

CUSTODIAN FEES AND EXPENSES 34,223

REGISTRATION FEES

CLASS I 639,272

CLASS II 93,294

CLASS III 390,416

AUDIT 42,630

LEGAL 44,268

MISCELLANEOUS 46,579

TOTAL EXPENSES BEFORE REDUCTIONS 29,623,838

EXPENSE REDUCTIONS (4,056,892) 25,566,946

NET INTEREST INCOME 446,202,517

NET REALIZED GAIN (LOSS) ON 198,917
INVESTMENTS

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 446,401,434

STATEMENT OF CHANGES IN NET ASSETS
INCREASE (DECREASE) IN NET ASSETS YEAR ENDED YEAR ENDED
MARCH 31, MARCH 31,
1998 1997
OPERATIONS $ 446,202,517 $ 476,169,021
NET INTEREST INCOME

NET REALIZED GAIN (LOSS) 198,917 124,730

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 446,401,434 476,293,751

DISTRIBUTIONS TO SHAREHOLDERS FROM:
NET INTEREST INCOME

CLASS I (258,877,331) (349,246,541)

CLASS II (15,392,353) (2,668,590)

CLASS III (171,932,833) (124,253,890)

TOTAL DISTRIBUTIONS (446,202,517) (476,169,021)

SHARE TRANSACTIONS - NET INCREASE (DECREASE) AT
NET ASSET VALUE OF $1.00 PER SHARE:

CLASS I (1,099,986,542) (1,639,346,558)

CLASS II 320,606,447 49,334,809

CLASS III (625,282,858) 2,189,064,435

NET ASSET VALUE OF CLASS I SHARES ISSUED IN EXCHANGE FOR
THE NET ASSETS OF STATE & LOCAL ASSET MANAGEMENT - 103,327,567
SERIES: U.S. GOVERNMENT PORTFOLIO

TOTAL SHARE TRANSACTIONS (1,404,662,953) 702,380,253

TOTAL INCREASE (DECREASE) IN NET ASSETS (1,404,464,036) 702,504,983

NET ASSETS

BEGINNING OF PERIOD 9,312,326,632 8,609,821,649

END OF PERIOD $ 7,907,862,596 $ 9,312,326,632

SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

FINANCIAL HIGHLIGHTS - CLASS I
YEARS ENDED MARCH 31,

SELECTED PER-SHARE DATA 1998 1997 1996 1995 1994
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .054 .052 .056 .047 .030

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.054) (.052) (.056) (.047) (.030)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN A 5.55% 5.30% 5.79% 4.78% 3.06%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 4,498,484 $ 5,598,330 $ 7,134,049 $ 4,688,198 $ 4,551,918

RATIO OF EXPENSES TO AVERAGE NET ASSETS .20% B .20% B .20% B .18% B .18% B

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.41% 5.17% 5.61% 4.71% 3.01%

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN
EXPENSES NOT BEEN REDUCED DURING THE PERIODS SHOWN
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
B FMR AGREED TO REIMBURSE A PORTION OF THE CLASS'
EXPENSES DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT,
THE CLASS' EXPENSE RATIO WOULD HAVE BEEN HIGHER
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).

FIDELITY INSTITUTIONAL CASH PORTFOLIOS: TREASURY
FINANCIAL STATEMENTS - CONTINUED

FINANCIAL HIGHLIGHTS - CLASS II
YEARS ENDED MARCH 31,

SELECTED PER-SHARE DATA 1998 1997 1996 D
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .053 .050 .021

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.053) (.050) (.021)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN B 5.40% 5.14% 2.14%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 410,383 $ 89,801 $ 40,470

RATIO OF EXPENSES TO AVERAGE NET ASSETS .35% C .35% C .35% A ,C

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.25% 5.01% 5.18% A

FINANCIAL HIGHLIGHTS - CLASS III
YEARS ENDED MARCH 31,

SELECTED PER-SHARE DATA 1998 1997 1996 1995 1994 E
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .052 .049 .054 .044 .012

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.052) (.049) (.054) (.044) (.012)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN B 5.29% 5.03% 5.50% 4.45% 1.21%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 2,998,996 $ 3,624,195 $ 1,435,302 $ 585,571 $ 5,175

RATIO OF EXPENSES TO AVERAGE NET ASSETS .45% C .45% C .46% C .50% C .50% A ,C

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.17% 4.93% 5.28% 4.91% 2.69% A

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR
ARE NOT ANNUALIZED. THE TOTAL RETURNS WOULD HAVE
BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO
FINANCIAL STATEMENTS).
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS'
EXPENSES DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT,
THE CLASS' EXPENSE RATIO WOULD HAVE BEEN HIGHER
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
D FOR THE PERIOD NOVEMBER 6, 1995 (COMMENCEMENT OF SALE
OF CLASS II SHARES) TO MARCH 31, 1996.
E FOR THE PERIOD OCTOBER 22, 1993 (COMMENCEMENT OF SALE
OF CLASS III SHARES) TO MARCH 31, 1994.

FIDELITY INSTITUTIONAL CASH PORTFOLIOS: GOVERNMENT
INVESTMENTS MARCH 31, 1998

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

FEDERAL AGENCIES - 55.2%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
FANNIE MAE - AGENCY COUPONS - 21.3%
4/1/98 5.62% (a) $ 56,000,000 $ 56,023,566
4/1/98 5.67 (a) 68,000,000 67,966,256
4/15/98 5.56 (a) 237,000,000 236,936,969
4/15/98 6.06 43,000,000 42,998,103
5/21/98 5.96 43,000,000 42,991,429
6/12/98 5.59 (a) 35,000,000 34,996,664
6/26/98 5.57 43,000,000 43,615,036
8/14/98 5.71 46,000,000 45,973,969
8/14/98 5.80 35,000,000 34,969,579
9/9/98 5.77 24,000,000 23,985,497
9/9/98 5.79 19,000,000 18,986,993
11/20/98 5.73 41,000,000 40,962,311
2/12/99 5.43 50,000,000 49,929,023
2/19/99 5.43 26,000,000 25,966,047
2/23/99 5.45 19,000,000 18,981,098
2/23/99 5.47 23,000,000 22,972,900
2/26/99 5.56 46,000,000 45,894,878
3/16/99 5.52 46,000,000 45,949,419
3/26/99 5.55 25,000,000 24,975,411
925,075,148
FANNIE MAE - DISCOUNT NOTES - 3.4%
5/4/98 5.50 49,805,000 49,556,183
6/5/98 5.50 50,000,000 49,510,694
6/5/98 5.51 47,000,000 46,539,204
145,606,081
FEDERAL FARM CREDIT BANK - AGENCY COUPONS - 2.9%
4/1/98 6.01 43,000,000 43,000,000
4/1/98 6.05 36,000,000 36,000,000
9/2/98 5.76 48,000,000 47,974,077
126,974,077
FEDERAL HOME LOAN BANK - AGENCY COUPONS - 12.8%
4/1/98 5.60 (a) 44,000,000 43,987,637
4/1/98 5.67 (a) 68,000,000 67,966,256
4/2/98 5.56 (a) 125,000,000 124,970,872
6/9/98 5.89 44,000,000 43,998,906
6/11/98 5.88 13,000,000 12,998,710
6/12/98 5.81 40,000,000 39,992,899
7/7/98 5.45 40,000,000 40,022,993
7/8/98 5.84 50,000,000 49,979,595
9/18/98 5.76 71,000,000 70,988,922
9/24/98 5.71 15,000,000 14,993,056
12/17/98 5.81 45,000,000 44,982,049
554,881,895
FEDERAL HOME LOAN BANK - DISCOUNT NOTES - 1.8%
5/6/98 5.49 45,000,000 44,762,000
8/26/98 5.47 35,000,000 34,239,683
79,001,683
FREDDIE MAC - AGENCY COUPONS - 4.0%
4/8/98 6.04 25,000,000 24,998,738
4/26/98 5.56 (a) 100,000,000 99,943,041
10/22/98 5.74 15,250,000 15,240,198
3/12/99 5.52 35,000,000 35,003,308
175,185,285

DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
FREDDIE MAC - DISCOUNT NOTES - 9.0%
4/27/98 5.51% $ 21,080,000 $ 20,996,570
5/13/98 5.50 50,000,000 49,681,500
5/28/98 5.50 89,300,000 88,528,446
5/29/98 5.50 140,000,000 138,773,542
6/12/98 5.50 95,201,000 94,169,021
392,149,079
TOTAL FEDERAL AGENCIES 2,398,873,248
U.S. TREASURY OBLIGATIONS - 0.6%
PRINCIPAL ONLY STRIPS - 0.6%
8/15/98 5.80 25,000,000 24,468,253
MEDIUM-TERM NOTES (A) - 0.1%
EXPORT-IMPORT BANK, U.S. (AS GUARANTOR FOR K.A. LEASING, LTD.) (B)
4/15/98 5.62 4,241,565 4,241,565
REPURCHASE AGREEMENTS - 44.1%
MATURITY
AMOUNT
In a joint trading account (Notes 2 and 3):
(U.S. Government Obligations):
dated 3/31/98 due 4/1/98
At 6.08% $ 1,287,411,505 1,287,194,000
dated 1/7/98 due 4/7/98
At 5.54% 141,939,000 140,000,000
dated 1/16/98 due 4/20/98
At 5.50% 28,402,111 28,000,000
dated 2/26/98 due 4/20/98
At 5.55% 93,759,888 93,000,000
dated 3/19/98 due 4/20/98
At 5.54% 100,492,444 100,000,000
dated 3/11/98 due 4/30/98
At 5.55% 90,693,750 90,000,000
dated 3/23/98 due 9/14/98
At 5.56% 51,351,389 50,000,000
(U.S. Treasury Obligations)
dated 3/31/98 due 4/1/98:
At 5.94% 127,138,991 127,118,000
At 5.98% 2,806,466 2,806,000
TOTAL REPURCHASE AGREEMENTS 1,918,118,000
TOTAL INVESTMENTS - 100% $ 4,345,701,066
Total Cost For Income Tax Purposes $ 4,345,701,066
LEGEND
(a) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. The due dates on these types of
securities reflects the next interest rate reset date or, when
applicable, the final maturity date.
(b) Restricted securities - Investment in securities not registered
under the Securities Act of 1933 (see Note 2 of Notes to Financial
Statements).
Additional information on each holding is as follows:
ACQUISITION
SECURITY DATE COST
Export-Import Bank, U.S.
(as guarantor for K.A.
Leasing, Ltd.)
5.62%, 4/15/98 2/17/98 $ 4,241,565
OTHER INFORMATION
At the end of the period, restricted securities (excluding 144A
issues) amounted to $4,241,565 or 0.1% of net assets.
INCOME TAX INFORMATION
At March 31, 1998, the fund had a capital loss carryforward of
approximately $997,000 of which $240,000, $746,000 and $11,000 will
expire on March 31, 2002, 2003 and 2004, respectively.
A total of 18.44% of the dividends distributed during the fiscal year
was derived from interest on U.S. Government securities which is
generally exempt from state income tax (unaudited).
The fund will notify shareholders in January 1999 of the applicable
percentage for use in preparing 1998 income tax returns.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: GOVERNMENT
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1998

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (INCLUDING REPURCHASE AGREEMENTS OF $1,918,118,000) - $ 4,345,701,066
SEE ACCOMPANYING SCHEDULE

INTEREST RECEIVABLE 19,317,892

TOTAL ASSETS 4,365,018,958

LIABILITIES

SHARE TRANSACTIONS IN PROCESS $ 2,932

DISTRIBUTIONS PAYABLE 9,094,632

ACCRUED MANAGEMENT FEE 605,859

DISTRIBUTION FEES PAYABLE 181,710

OTHER PAYABLES AND 234,137
ACCRUED EXPENSES

TOTAL LIABILITIES 10,119,270

NET ASSETS $ 4,354,899,688

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 4,355,896,902

ACCUMULATED NET REALIZED GAIN (LOSS) ON INVESTMENTS (997,214)

NET ASSETS $ 4,354,899,688

CLASS I: $1.00
NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($3,528,366,423 (DIVIDED BY)
3,528,703,639 SHARES)

CLASS II: $1.00
NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($151,951,283 (DIVIDED BY)
151,965,805 SHARES)

CLASS III: $1.00
NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($674,581,982 (DIVIDED BY)
674,646,453 SHARES)

STATEMENT OF OPERATIONS
YEAR ENDED MARCH 31, 1998

INTEREST INCOME $ 238,942,694

EXPENSES

MANAGEMENT FEE $ 8,427,180

TRANSFER AGENT FEES

CLASS I 1,014,986

CLASS II 38,408

CLASS III 219,411

DISTRIBUTION FEES

CLASS II 174,317

CLASS III 1,730,202

ACCOUNTING FEES AND EXPENSES 366,891

NON-INTERESTED TRUSTEES' COMPENSATION 29,092

CUSTODIAN FEES AND EXPENSES 40,290

REGISTRATION FEES

CLASS I 364,212

CLASS II 83,365

CLASS III 507,890

AUDIT 30,864

LEGAL 21,221

MISCELLANEOUS 22,043

TOTAL EXPENSES BEFORE REDUCTIONS 13,070,372

EXPENSE REDUCTIONS (2,734,302) 10,336,070

NET INTEREST INCOME 228,606,624

NET REALIZED GAIN (LOSS) 68,926
ON INVESTMENTS

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 228,675,550

STATEMENT OF CHANGES IN NET ASSETS
INCREASE (DECREASE) IN NET ASSETS YEAR ENDED YEAR ENDED
MARCH 31, MARCH 31,
1998 1997
OPERATIONS $ 228,606,624 $ 190,761,861
NET INTEREST INCOME

NET REALIZED GAIN (LOSS) 68,926 32,085

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 228,675,550 190,793,946

DISTRIBUTIONS TO SHAREHOLDERS FROM:
NET INTEREST INCOME

CLASS I (186,389,108) (166,534,586)

CLASS II (6,159,594) (2,921,560)

CLASS III (36,057,922) (21,305,715)

TOTAL DISTRIBUTIONS (228,606,624) (190,761,861)

SHARE TRANSACTIONS - NET INCREASE (DECREASE) AT NET ASSET VALUE OF $1.00 PER SHARE:

CLASS I 717,605,707 (253,524,252)

CLASS II 43,315,253 108,548,391

CLASS III 15,593,566 464,533,354

TOTAL SHARE TRANSACTIONS 776,514,526 319,557,493

TOTAL INCREASE (DECREASE) IN NET ASSETS 776,583,452 319,589,578

NET ASSETS

BEGINNING OF PERIOD 3,578,316,236 3,258,726,658

END OF PERIOD $ 4,354,899,688 $ 3,578,316,236

SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

FINANCIAL HIGHLIGHTS - CLASS I
YEARS ENDED MARCH 31,

SELECTED PER-SHARE DATA 1998 1997 1996 1995 1994
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .055 .052 .057 .048 .031

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.055) (.052) (.057) (.048) (.031)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN A 5.60% 5.37% 5.84% 4.86% 3.13%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 3,528,366 $ 2,810,717 $ 3,064,136 $ 3,321,066 $ 3,764,544

RATIO OF EXPENSES TO AVERAGE NET ASSETS .20% B .20% B .20% B .18% B .18% B

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.47% 5.25% 5.69% 4.77% 3.07%

FINANCIAL HIGHLIGHTS - CLASS II
YEARS ENDED MARCH 31,

SELECTED PER-SHARE DATA 1998 1997 1996 D
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .053 .051 .021

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.053) (.051) (.021)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN B 5.45% 5.22% 2.16%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 151,951 $ 108,636 $ 102

RATIO OF EXPENSES TO AVERAGE NET ASSETS .35% C .35% C .35% A, C

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.32% 5.10% 5.33% A

FINANCIAL HIGHLIGHTS - CLASS III
YEARS ENDED MARCH 31,

SELECTED PER-SHARE DATA 1998 1997 1996 1995 E
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .052 .050 .054 .045

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.052) (.050) (.054) (.045)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN B 5.34% 5.11% 5.58% 4.57%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 674,582 $ 658,964 $ 194,489 $ 40,516

RATIO OF EXPENSES TO AVERAGE NET ASSETS .45% C .45% C .45% C .43% A, C

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.21% 5.00% 5.30% 5.13% A

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR
ARE NOT ANNUALIZED. THE TOTAL RETURNS WOULD HAVE
BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO
FINANCIAL STATEMENTS).
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS'
EXPENSES DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT,
THE CLASS' EXPENSE RATIO WOULD HAVE BEEN HIGHER
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
D FOR THE PERIOD NOVEMBER 6, 1995 (COMMENCEMENT OF SALE
OF CLASS II SHARES) TO MARCH 31, 1996.
E FOR THE PERIOD APRIL 4, 1994 (COMMENCEMENT OF SALE OF
CLASS III SHARES) TO MARCH 31, 1995.

FIDELITY INSTITUTIONAL CASH PORTFOLIOS: DOMESTIC
INVESTMENTS MARCH 31, 1998

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

CERTIFICATES OF DEPOSIT - 11.5%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
Chase Manhattan Bank (USA) Delaware
4/6/98 5.65% $ 20,000,000 $ 20,000,000
4/6/98 5.71 5,000,000 4,999,958
First National Bank of Chicago
3/3/99 5.70 15,000,000 14,993,382
Fleet National Bank
6/10/98 5.53 60,000,000 60,000,000
NationsBank, NA
2/10/99 5.60 10,000,000 9,995,860
SunTrust Bank, Atlanta
5/6/98 5.52 30,000,000 29,999,425
Wachovia Bank, NA
4/17/98 5.62 (a) 15,000,000 14,994,812
TOTAL CERTIFICATES OF DEPOSIT 154,983,437
COMMERCIAL PAPER - 37.5%
American Express Credit Corp.
4/7/98 5.56 25,000,000 24,976,958
4/8/98 5.56 25,000,000 24,973,118
5/14/98 5.59 5,000,000 4,966,854
Asset Securitization COOP. Corp.
5/7/98 5.58 7,000,000 6,961,220
Associates Corp. of North America
5/18/98 5.53 10,000,000 9,928,717
5/20/98 5.53 5,000,000 4,962,842
Bear Stearns Cos., Inc.
5/8/98 5.55 10,000,000 9,943,781
5/20/98 5.59 5,000,000 4,962,297
Beneficial Corp.
5/13/98 5.52 19,000,000 18,879,857
5/13/98 5.56 9,000,000 8,941,620
BTAB Holdings Funding Corp.
4/20/98 5.65 10,000,000 9,970,286
Chase Manhattan Corp.
5/21/98 5.57 20,000,000 19,847,222
CIESCO, L.P.
5/14/98 5.53 10,000,000 9,935,483
Citibank Credit Card Master Trust I (Dakota Certificate Program)
4/22/98 5.53 9,000,000 8,971,388
5/15/98 5.54 5,000,000 4,966,572
Commercial Credit Group, Inc.
5/26/98 5.57 10,000,000 9,916,125
CoreStates Bank
4/2/98 5.62 (a) 4,000,000 4,000,000
4/13/98 5.63 (a) 10,000,000 10,000,000
Delaware Funding Corporation
5/20/98 5.57 5,143,000 5,104,359
Enterprise Funding Corp.
4/13/98 5.55 3,389,000 3,382,787
General Electric Capital Corp.
5/13/98 5.53 30,000,000 29,811,058
6/4/98 5.51 10,000,000 9,904,000
8/6/98 5.54 10,000,000 9,809,853
General Electric Capital Services, Inc.
4/27/98 5.73 5,000,000 4,979,886
General Electric Co.
4/30/98 5.53 10,000,000 9,955,936
6/4/98 5.50 10,000,000 9,904,178

DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
General Motors Acceptance Corp.
4/22/98 5.58% $ 15,000,000 $ 14,951,525
5/13/98 5.56 10,000,000 9,936,678
5/28/98 5.57 20,000,000 19,826,467
General Motors Corp.
4/27/98 5.61 5,000,000 4,979,850
Goldman Sachs Group, L.P.
4/13/98 5.69 10,000,000 9,981,333
GTE Corp.
4/20/98 5.77 4,000,000 3,987,861
4/27/98 5.76 2,900,000 2,887,999
Kitty Hawk Funding Corp.
5/13/98 5.58 2,927,000 2,907,945
Merrill Lynch & Co., Inc.
5/26/98 5.59 20,000,000 19,831,639
6/15/98 5.59 20,000,000 19,770,417
Monsanto Co.
7/9/98 5.51 5,300,000 5,221,587
8/13/98 5.53 10,000,000 9,800,117
8/18/98 5.56 4,000,000 3,916,600
Morgan Stanley, Dean Witter, Discover & Co.
6/3/98 5.60 15,000,000 14,855,100
New Center Asset Trust
4/22/98 5.51 5,000,000 4,984,133
5/4/98 5.58 30,000,000 29,847,650
5/15/98 5.54 5,000,000 4,966,756
5/18/98 5.55 15,000,000 14,892,879
Norwest Financial, Inc.
5/15/98 5.51 10,000,000 9,933,878
PHH Corp.
5/26/98 5.61 5,000,000 4,957,146
Preferred Receivables Funding Corp.
4/6/98 5.58 5,325,000 5,320,895
4/15/98 5.55 3,060,000 3,053,455
Three Rivers Funding Corp.
4/21/98 5.58 4,000,000 3,987,667
TOTAL COMMERCIAL PAPER 504,755,974
FEDERAL AGENCIES - 1.9%
FANNIE MAE - AGENCY COUPONS - 1.9%
4/15/98 6.06 10,000,000 9,999,559
6/12/98 5.59 (a) 15,000,000 14,998,570
TOTAL FEDERAL AGENCIES 24,998,129
BANK NOTES - 20.2%
Bank of America National Trust & Savings, San Francisco
7/13/98 5.52 13,000,000 13,001,029
7/27/98 5.51 25,000,000 25,000,000
BankBoston NA
4/1/98 5.71 9,000,000 9,000,000
BankOne, Columbus
4/7/98 5.57 (a) 8,000,000 7,998,936
BankOne, Milwaukee
6/19/98 5.62 (a) 17,000,000 17,004,319
CoreStates Bank
4/6/98 5.63 (a) 20,000,000 20,000,000
4/14/98 5.65 10,000,000 10,000,000
BANK NOTES - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
First Bank NA - Minnesota
4/15/98 5.65% (a) $ 5,000,000 $ 4,998,885
First National Bank of Chicago, IL
2/16/99 5.70 18,000,000 17,971,058
Key Bank, National Association
4/1/98 5.59 (a) 15,000,000 14,994,882
4/23/98 5.64 (a) 4,000,000 3,998,491
4/24/98 5.64 (a) 6,000,000 5,998,906
9/17/98 5.94 15,000,000 14,997,341
Morgan Guaranty Trust Co., NY
8/31/98 5.85 3,000,000 3,000,579
8/31/98 5.97 15,000,000 14,997,612
National City Bank - Kentucky
4/6/98 5.64 (a) 10,000,000 9,995,017
National City Bank - Pennsylvania
4/2/98 5.64 5,000,000 4,999,249
NationsBank, NA
10/19/98 5.54 20,000,000 20,000,000
12/22/98 5.54 15,000,000 15,027,625
Northern Trust Co., Chicago
4/1/98 5.69 (a) 3,000,000 2,999,491
PNC Bank, NA
4/16/98 5.58 (a) 15,000,000 14,993,068
4/27/98 5.64 (a) 3,000,000 3,000,994
4/27/98 5.65 (a) 3,000,000 2,999,731
SouthTrust Bank, Alabama
4/13/98 5.65 (a) 5,000,000 4,998,700
US Bank, NA
4/15/98 5.64 (a) 5,000,000 4,998,400
Wachovia Bank, NA
11/13/98 5.49 5,000,000 4,989,277
TOTAL BANK NOTES 271,963,590
MASTER NOTES (A) - 6.3%
Goldman Sachs Group, LP
5/4/98 (c) 5.63 2,000,000 2,000,000
6/13/98 (c) 5.69 40,000,000 40,000,000
J.P. Morgan Securities, Inc.
4/7/98 5.65 26,000,000 26,000,000
4/7/98 5.66 12,000,000 12,000,000
Suntrust Banks, Inc.
4/7/98 5.64 5,000,000 5,000,000
TOTAL MASTER NOTES 85,000,000
MEDIUM-TERM NOTES - 5.5%
Beneficial Corp.
4/11/98 5.55 (a) 2,000,000 1,999,798
General Motors Acceptance Corp.
5/18/98 5.87 5,000,000 5,009,471
Merrill Lynch & Co., Inc.
4/1/98 5.75 (a) 5,000,000 4,999,750
4/6/98 5.66 (a) 2,000,000 1,999,964
Morgan Stanley, Dean Witter, Discover & Co.
4/1/98 5.60 10,000,000 10,000,253
4/1/98 5.62 5,000,000 4,999,865
4/1/98 5.67 (a) 15,000,000 15,000,000

DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
New York Life Insurance Co.
6/23/98 5.89% (a) $ 15,000,000 $ 15,000,000
Norwest Corp.
4/22/98 5.67 (a) 9,000,000 9,000,000
Pacific Mutual Life Insurance Co.
6/9/98 (b) 5.95 (a) 3,000,000 3,000,000
Transamerica Life Insurance & Annuity Co.
6/16/98 5.70 (a) 3,000,000 3,000,000
TOTAL MEDIUM-TERM NOTES 74,009,101
SHORT-TERM NOTES (A) - 4.6%
Capital One Funding Corp. (1995-D)
4/7/98 5.63 2,792,000 2,792,000
Capital One Funding Corp. (1996-G)
4/7/98 5.63 3,971,000 3,971,000
Capital One Funding Corp. (1997-D)
4/7/98 5.63 5,000,000 5,000,000
Capital One Funding Corp. (1997-F)
4/7/98 5.63 5,000,000 5,000,000
Capital One Funding Corp. (1997-G)
4/7/98 5.63 8,000,000 8,000,000
SMM Trust (1997-I)
4/29/98 (b) 5.69 4,000,000 4,000,000
SMM Trust (1997-P)
4/16/98 (b) 5.69 2,000,000 2,000,000
SMM Trust (1997-X)
4/13/98 (b) 5.69 7,000,000 7,000,000
Strategic Money Market Trust (1997-A)
6/23/98 (b) 5.69 15,000,000 15,000,000
Strategic Money Market Trust (1998-B)
4/6/98 (b) 5.69 9,000,000 9,000,000
TOTAL SHORT-TERM NOTES 61,763,000
REPURCHASE AGREEMENTS - 12.5%
MATURITY
AMOUNT
In a joint trading account
(U.S. Government Obligations)
dated 3/31/98 due 4/1/98:
At 5.94% $ 58,719,695 58,710,000
At 5.97% 35,005,807 35,000,000
At 6.08% 75,012,673 75,000,000
TOTAL REPURCHASE AGREEMENTS 168,710,000
TOTAL INVESTMENTS - 100% $ 1,346,183,231
Total Cost for Income Tax Purposes $ 1,346,183,231
LEGEND
(a) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. The due dates on these types of
securities reflect the next interest rate reset date or, when
applicable, the final maturity date.
(b) Security exempt from registration under Rule 144A of the
Securities Act of 1933. These securities may be resold in transactions
exempt from registration, normally to qualified institutional buyers.
At the period end, the value of these securities amounted to
$40,000,000 or 3.1% of net assets.
(c) Restricted securities - Investment in securities not registered
under the Securities Act of 1933 (see Note 2 of Notes to Financial
Statements).
Additional information on each holding is as follows:
ACQUISITION
SECURITY DATE COST
Goldman Sachs Group, LP:
5.63%, 5/4/98 8/5/97 $ 2,000,000
5.69%, 6/13/98 3/10/98 $ 40,000,000
OTHER INFORMATION
At the end of the period, restricted securities (excluding 144A
issues) amounted to $42,000,000 or 3.3% of net assets.
The fund participated in the interfund lending program as a lender.
The maximum loan and average daily balances during the period for
which the loan was outstanding amounted to $21,821,000. The weighted
average interest rate was 5.65% (see Note 2 of Notes to Financial
Statements).
INCOME TAX INFORMATION
At March 31, 1998, the fund had a capital loss carryforward of
approximately $126,000 of which $44,000, $49,000, $32,000 and $1,000
will expire on March 31, 2001, 2003, 2005 and 2006, respectively.
A total of 0.30% of the dividends distributed during the fiscal year
was derived from interest on U.S. Government securities which is
generally exempt from state income tax (unaudited).
The fund will notify shareholders in January 1999 of the applicable
percentage for use in preparing 1998 income tax returns.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: DOMESTIC
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1998

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (INCLUDING REPURCHASE AGREEMENTS OF $168,710,000) - $ 1,346,183,231
SEE ACCOMPANYING SCHEDULE

CASH 515

RECEIVABLE FOR INVESTMENTS SOLD 100,000

INTEREST RECEIVABLE 6,416,788

TOTAL ASSETS 1,352,700,534

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 71,456,785

DISTRIBUTIONS PAYABLE 2,341,963

ACCRUED MANAGEMENT FEE 180,624

DISTRIBUTION FEES PAYABLE 19,825

OTHER PAYABLES AND 115,380
ACCRUED EXPENSES

TOTAL LIABILITIES 74,114,577

NET ASSETS $ 1,278,585,957

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 1,278,715,097

ACCUMULATED NET REALIZED GAIN (LOSS) ON INVESTMENTS (129,140)

NET ASSETS $ 1,278,585,957

CLASS I: $1.00
NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($1,170,833,137 (DIVIDED BY)
1,170,937,082 SHARES)

CLASS II: $1.00
NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($34,455,169 (DIVIDED BY)
34,458,227 SHARES)

CLASS III: $1.00
NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($73,297,651 (DIVIDED BY)
73,304,158 SHARES)

STATEMENT OF OPERATIONS
YEAR ENDED MARCH 31, 1998

INTEREST INCOME $ 70,852,871

EXPENSES

MANAGEMENT FEE $ 2,486,885

TRANSFER AGENT FEES

CLASS I 431,378

CLASS II 5,016

CLASS III 25,088

DISTRIBUTION FEES

CLASS II 16,366

CLASS III 213,409

ACCOUNTING FEES AND EXPENSES 143,578

NON-INTERESTED TRUSTEES' COMPENSATION 7,899

CUSTODIAN FEES AND EXPENSES 30,960

REGISTRATION FEES

CLASS I 70,799

CLASS II 15,649

CLASS III 48,490

AUDIT 14,895

LEGAL 6,488

MISCELLANEOUS 13,267

TOTAL EXPENSES BEFORE REDUCTIONS 3,530,167

EXPENSE REDUCTIONS (824,131) 2,706,036

NET INTEREST INCOME 68,146,835

NET REALIZED GAIN (LOSS) (4,895)
ON INVESTMENTS

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 68,141,940

STATEMENT OF CHANGES IN NET ASSETS
INCREASE (DECREASE) IN NET ASSETS YEAR ENDED YEAR ENDED
MARCH 31, MARCH 31,
1998 1997
OPERATIONS $ 68,146,835 $ 67,389,328
NET INTEREST INCOME

NET REALIZED GAIN (LOSS) (4,895) (31,248)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 68,141,940 67,358,080

DISTRIBUTIONS TO SHAREHOLDERS FROM:
NET INTEREST INCOME

CLASS I (63,098,581) (63,431,659)

CLASS II (579,325) (153,946)

CLASS III (4,468,929) (3,803,723)

TOTAL DISTRIBUTIONS (68,146,835) (67,389,328)

SHARE TRANSACTIONS - NET INCREASE (DECREASE) AT NET ASSET VALUE OF $1.00 PER SHARE:

CLASS I 251,287,735 (198,341,472)

CLASS II 30,222,382 2,130,960

CLASS III (48,417,851) 74,323,011

TOTAL SHARE TRANSACTIONS 233,092,266 (121,887,501)

TOTAL INCREASE (DECREASE) IN NET ASSETS 233,087,371 (121,918,749)

NET ASSETS

BEGINNING OF PERIOD 1,045,498,586 1,167,417,335

END OF PERIOD $ 1,278,585,957 $ 1,045,498,586

SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

FINANCIAL HIGHLIGHTS - CLASS I
YEARS ENDED MARCH 31,

SELECTED PER-SHARE DATA 1998 1997 1996 1995 1994
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .055 .053 .057 .049 .031

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.055) (.053) (.057) (.049) (.031)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN A 5.64% 5.40% 5.85% 4.97% 3.14%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 1,170,833 $ 919,554 $ 1,117,917 $ 771,937 $ 656,976

RATIO OF EXPENSES TO AVERAGE NET ASSETS .20% B .20% B .20% B .18% B .18% B

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.50% 5.26% 5.66% 4.94% 3.09%

FINANCIAL HIGHLIGHTS - CLASS II
YEARS ENDED MARCH 31,

SELECTED PER-SHARE DATA 1998 1997 1996 D
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .054 .051 .021

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.054) (.051) (.021)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN B 5.49% 5.24% 2.15%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 34,455 $ 4,235 $ 2,105

RATIO OF EXPENSES TO AVERAGE NET ASSETS .35% C .35% C .35% A, C

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.36% 5.10% 5.20% A

FINANCIAL HIGHLIGHTS - CLASS III
YEARS ENDED MARCH 31,

SELECTED PER-SHARE DATA 1998 1997 1996 1995 E
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .053 .050 .054 .035

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.053) (.050) (.054) (.035)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN B 5.38% 5.13% 5.56% 3.51%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 73,298 $ 121,709 $ 47,396 $ 26,545

RATIO OF EXPENSES TO AVERAGE NET ASSETS .45% C .45% C .47% C .50% A, C

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.26% 5.02% 5.40% 5.14% A

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR
ARE NOT ANNUALIZED. THE TOTAL RETURNS WOULD HAVE
BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO
FINANCIAL STATEMENTS).
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS'
EXPENSES DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT,
THE CLASS' EXPENSE RATIO WOULD HAVE BEEN HIGHER
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
D FOR THE PERIOD NOVEMBER 6, 1995 (COMMENCEMENT OF SALE
OF CLASS II SHARES) TO MARCH 31, 1996.
E FOR THE PERIOD JULY 19, 1994 (COMMENCEMENT OF SALE OF
CLASS III SHARES) TO MARCH 31, 1995.

FIDELITY INSTITUTIONAL CASH PORTFOLIOS: MONEY MARKET
INVESTMENTS MARCH 31, 1998

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

CERTIFICATES OF DEPOSIT - 32.0%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
DOMESTIC CERTIFICATES OF DEPOSIT - 2.3%
Chase Manhattan Bank (USA) Delaware
4/7/98 5.65% $ 65,000,000 $ 65,000,000
5/11/98 5.56 75,000,000 75,000,000
CoreStates Bank
4/10/98 5.63 10,000,000 10,000,000
Fleet National Bank
6/10/98 5.53 40,000,000 40,000,000
Morgan Guaranty Trust Co., NY
8/6/98 5.90 38,000,000 37,996,084
227,996,084
CHICAGO BRANCH, YANKEE DOLLAR, FOREIGN BANKS - 0.4%
ABN-AMRO Bank NV
2/2/99 5.54 45,000,000 44,985,157
NEW YORK BRANCH, YANKEE DOLLAR, FOREIGN BANKS - 22.6%
Bank of Montreal, Canada
4/6/98 5.57 55,000,000 55,000,000
Bank of Nova Scotia
7/21/98 5.97 12,000,000 11,994,354
8/31/98 5.97 35,000,000 34,990,946
Bank of Scotland Treasury Services
5/19/98 5.53 20,000,000 19,999,737
Bank of Toyko - Mitsubishi Ltd.
4/20/98 6.03 100,000,000 100,000,000
Barclays Bank, PLC
5/13/98 5.52 95,000,000 95,000,000
5/20/98 5.52 193,000,000 193,000,000
Bayerische Hypotheken-und Wechsel
5/11/98 5.56 55,000,000 55,000,000
Bayerische Vereinsbank, AG
5/4/98 5.66 45,000,000 45,000,000
Canadian Imperial Bank of Commerce
8/28/98 5.97 100,000,000 99,976,584
3/2/99 5.70 40,000,000 39,977,127
Credit Agricole Indosuez
4/13/98 5.56 50,000,000 50,000,000
5/20/98 5.52 45,000,000 45,000,000
10/19/98 5.97 15,000,000 14,994,474
10/21/98 6.00 30,000,000 29,992,027
2/26/99 5.70 25,000,000 24,991,308
Credit Communale de Belgique
5/4/98 5.57 50,000,000 50,000,000
Deutsche Bank, AG
4/14/98 6.25 15,000,000 14,999,491
8/3/98 5.52 125,000,000 125,000,000
8/10/98 5.91 25,000,000 24,994,852
8/11/98 5.90 40,000,000 39,993,081
3/2/99 5.70 45,000,000 44,980,206
Dresdner Bank, AG
4/6/98 5.56 135,000,000 135,000,000
National Westminster Bank, PLC
6/23/98 6.00 90,000,000 89,982,590
8/10/98 6.00 13,000,000 12,993,536
9/25/98 5.88 18,000,000 17,992,420
2/26/99 5.70 44,000,000 43,984,702
3/2/99 5.70 45,000,000 44,980,206
Rabobank Nederland, Coop Central
4/10/98 6.25 30,000,000 29,999,647
4/10/98 6.26 25,000,000 24,999,647
2/2/99 5.54 45,000,000 44,985,157

DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
Royal Bank of Canada
8/7/98 5.90% $ 40,000,000 $ 39,995,974
8/13/98 6.00 15,000,000 14,997,105
2/10/99 5.60 45,000,000 44,973,918
Sanwa Bank Ltd. Japan
4/20/98 6.20 67,000,000 67,000,000
4/27/98 6.25 44,000,000 44,000,000
Societe Generale, France
4/14/98 5.75 50,000,000 50,000,000
6/3/98 5.59 65,000,000 65,000,000
6/8/98 5.58 90,000,000 90,000,000
8/4/98 5.53 15,000,000 15,000,000
8/24/98 5.55 100,000,000 100,000,000
Swiss Bank Corp.
8/28/98 5.97 35,000,000 34,993,170
3/24/99 5.75 30,000,000 29,971,373
Westpac Banking Corp.
4/1/98 5.57 25,000,000 25,000,000
2,280,733,632
PORTLAND BRANCH, YANKEE DOLLAR, FOREIGN BANKS - 0.2%
Bank of Nova Scotia
4/1/98 6.20 25,000,000 25,000,000
LONDON BRANCH, EURODOLLAR, FOREIGN BANKS - 6.5%
Abbey National, PLC
4/3/98 5.70 23,000,000 23,000,012
Abbey National Treasury Services, PLC
6/22/98 5.56 35,000,000 35,000,000
9/28/98 5.60 40,000,000 40,000,000
ABN-AMRO Bank NV
4/6/98 5.55 100,000,000 100,000,138
Barclays Bank, PLC
4/23/98 5.80 40,000,000 40,000,000
Commerzbank, AG
4/17/98 5.76 50,000,000 49,999,077
National Westminster Bank, PLC
4/6/98 5.52 140,000,000 139,999,984
Toronto-Dominion Bank
4/9/98 5.75 20,000,000 19,999,725
10/14/98 5.93 25,000,000 25,000,000
Westdeutsche Landesbank Girozentrale
5/5/98 5.52 55,000,000 55,000,512
6/4/98 5.52 80,000,000 80,001,396
7/6/98 5.53 52,000,000 52,000,000
660,000,844
TOTAL CERTIFICATES OF DEPOSIT 3,238,715,717
COMMERCIAL PAPER - 43.9%
ABN-AMRO North America, Inc.
7/13/98 5.84 20,000,000 19,679,556
American Express Credit Corp.
5/14/98 5.59 15,000,000 14,900,563
8/13/98 5.58 15,000,000 14,695,708
Aspen Funding Corp.
4/16/98 5.59 43,000,000 42,900,563
Asset Securitization Coop. Corp.
4/28/98 5.53 20,000,000 19,917,950
4/30/98 5.53 30,000,000 29,867,808
5/7/98 5.58 25,000,000 24,861,500
5/8/98 5.52 45,000,000 44,748,169
COMMERCIAL PAPER - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
Associates Corp. of North America
5/11/98 5.53% $ 10,000,000 $ 9,939,333
5/14/98 5.57 35,000,000 34,769,651
5/18/98 5.53 40,000,000 39,714,867
5/19/98 5.53 15,000,000 14,890,800
5/20/98 5.53 50,000,000 49,628,417
6/2/98 5.58 70,000,000 69,336,942
Bank of Scotland Treasury Services
5/6/98 5.52 45,000,000 44,761,563
Bayerische Landesbank Girozentrale
5/27/98 5.57 50,000,000 49,572,222
Bear Stearns Cos., Inc.
5/8/98 5.55 20,000,000 19,887,561
5/20/98 5.59 10,000,000 9,924,594
5/26/98 5.56 60,000,000 59,497,667
6/11/98 5.59 20,000,000 19,782,267
Beneficial Corp.
5/13/98 5.60 30,000,000 29,805,400
BMW US Capital Corp.
5/26/98 5.65 47,000,000 46,602,915
6/12/98 5.60 10,000,000 9,889,600
6/15/98 5.59 20,000,000 19,770,417
BTAB Holdings Funding Corp.
4/22/98 5.65 35,000,000 34,885,054
Caisse des Depots et Consigns
4/28/98 5.57 35,000,000 34,854,575
Chase Manhattan Corp.
5/21/98 5.57 50,000,000 49,618,056
Chrysler Financial Corp.
5/21/98 5.57 35,000,000 34,732,639
CIESCO, L.P.
5/11/98 5.58 25,000,000 24,846,667
CIT Group, Inc.
5/19/98 5.57 30,000,000 29,783,408
5/26/98 5.65 30,000,000 29,746,542
6/4/98 5.57 30,000,000 29,706,667
Citibank Credit Card Master Trust I (Dakota Certificate Program)
5/15/98 5.54 16,000,000 15,893,031
5/27/98 5.55 40,000,000 39,659,644
Commercial Credit Group, Inc.
4/13/98 5.54 20,000,000 19,963,467
Commerzbank U.S. Finance, Inc.
4/27/98 5.58 25,000,000 24,899,792
Commonwealth Bank of Australia
7/28/98 5.51 25,000,000 24,560,778
Cregem North America, Inc.
6/4/98 5.57 20,000,000 19,804,444
6/9/98 5.58 10,000,000 9,894,583
Daimler-Benz North America Corp.
5/7/98 5.52 15,000,000 14,918,175
5/14/98 5.58 20,000,000 19,868,133
Den Danske Corp., Inc.
4/9/98 5.65 40,000,000 39,950,533
Diageo Capital, PLC
5/4/98 5.59 30,000,000 29,844,011
Enterprise Funding Corp.
4/9/98 5.58 30,891,000 30,852,901
4/13/98 5.55 7,000,000 6,987,167
4/14/98 5.58 20,195,000 20,154,526
4/21/98 5.58 14,191,000 14,147,323

DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
Enterprise Funding Corp. - continued
5/5/98 5.58% $ 2,000,000 $ 1,989,554
6/4/98 5.60 10,000,000 9,901,867
Fina Oil and Chemical Company
4/9/98 5.61 15,000,000 14,981,400
Ford Motor Credit Co.
4/7/98 5.58 40,000,000 39,963,333
4/15/98 5.58 100,000,000 99,784,556
4/16/98 5.58 60,000,000 59,861,500
5/6/98 5.53 75,000,000 74,602,604
5/11/98 5.53 45,000,000 44,727,000
5/12/98 5.53 35,000,000 34,782,358
General Electric Capital Corp.
4/1/98 6.13 385,381,000 385,381,000
4/7/98 5.79 75,000,000 74,930,000
5/20/98 5.52 150,000,000 148,893,417
7/21/98 5.57 40,000,000 39,326,600
7/31/98 5.58 30,000,000 29,449,450
8/4/98 5.54 135,000,000 132,384,352
General Motors Acceptance Corp.
4/16/98 5.59 95,000,000 94,780,313
4/22/98 5.58 140,000,000 139,547,567
5/13/98 5.60 45,000,000 44,715,050
5/27/98 5.57 90,000,000 89,232,800
5/28/98 5.57 85,000,000 84,262,484
General Motors Corp.
4/27/98 5.61 15,000,000 14,939,550
Generale de Banque, SA
4/7/98 5.72 35,000,000 34,967,567
Grand Metropolitan Capital Corp.
4/6/98 5.66 20,000,000 19,984,722
GTE Corp.
4/7/98 5.74 5,000,000 4,995,242
4/23/98 5.78 10,000,000 9,964,861
Household Finance Corp.
4/14/98 5.59 60,000,000 59,879,750
IBM Credit Corp.
4/27/98 5.57 40,000,000 39,840,533
John Deere Capital Corp.
4/15/98 5.58 25,000,000 24,946,139
Kitty Hawk Funding Corp.
4/7/98 5.54 49,000,000 48,955,083
4/23/98 5.59 40,274,000 40,137,404
5/13/98 5.62 20,000,000 19,869,800
6/1/98 5.60 10,000,000 9,906,467
Matterhorn Capital Corp. (LOC Union Bank of Switzerland)
4/14/98 5.59 30,942,000 30,879,987
Merrill Lynch & Co., Inc.
4/1/98 6.05 200,000,000 200,000,000
4/20/98 5.55 35,000,000 34,898,588
6/1/98 5.59 35,900,000 35,564,215
Morgan Stanley, Dean Witter, Discover & Co.
4/1/98 5.67 60,000,000 60,000,000
4/16/98 5.54 110,000,000 109,748,375
6/3/98 5.60 65,000,000 64,372,100
6/15/98 5.58 30,000,000 29,656,250
National Australia Funding (Delaware), Inc.
4/21/98 5.52 100,000,000 99,697,778
Nationwide Building Society
4/7/98 5.68 20,000,000 19,981,333
COMMERCIAL PAPER - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
New Center Asset Trust
5/4/98 5.58% $ 30,000,000 $ 29,847,650
5/15/98 5.54 15,000,000 14,900,267
5/18/98 5.55 80,000,000 79,428,689
PHH Corp.
5/26/98 5.66 30,000,000 29,742,875
6/10/98 5.58 50,000,000 49,465,278
Preferred Receivables Funding Corp.
4/2/98 5.57 25,000,000 24,996,146
4/14/98 5.58 63,750,000 63,622,235
4/15/98 5.55 15,000,000 14,967,917
4/22/98 5.59 24,550,000 24,470,519
Rabobank U.S.A. Financial Corp.
4/1/98 5.70 26,000,000 26,000,000
Sears Roebuck Acceptance Corp.
5/19/98 5.60 20,000,000 19,852,267
6/5/98 5.59 10,000,000 9,900,333
Southern Co.
5/14/98 5.58 25,000,000 24,835,167
Unifunding, Inc.
6/4/98 5.57 33,600,000 33,271,467
TOTAL COMMERCIAL PAPER 4,440,901,908
FEDERAL AGENCIES - 0.9%
FANNIE MAE - AGENCY COUPONS - 0.9%
6/12/98 5.59 (a) 95,000,000 94,990,945
BANK NOTES - 6.4%
Bank One, Columbus
4/7/98 5.57 (a) 70,000,000 69,990,686
Bank of America National Trust & Savings, San Francisco
4/9/98 5.55 (a) 43,000,000 42,999,602
Comerica Bank, Detroit
4/17/98 5.65 (a) 22,000,000 21,995,554
CoreStates Bank
4/14/98 5.65 (a) 10,000,000 10,000,000
First Bank NA - Minnesota
4/15/98 5.62 (a) 18,000,000 17,997,975
4/15/98 5.65 (a) 15,000,000 14,996,655
Key Bank, National Association
4/1/98 5.59 (a) 53,000,000 52,981,882
4/23/98 5.64 (a) 14,000,000 13,994,717
4/24/98 5.64 (a) 36,000,000 35,993,437
4/28/98 5.64 (a) 39,000,000 38,989,157
Morgan Guaranty Trust Co., NY
8/31/98 5.85 30,000,000 30,005,791
National City Bank - Kentucky
4/6/98 5.64 (a) 40,000,000 39,980,068
National City Bank - Pennsylvania
4/2/98 5.64 28,000,000 27,995,794
NationsBank, NA
10/19/98 5.54 50,000,000 50,000,000
Northern Trust Co., Chicago
4/1/98 5.69 (a) 25,000,000 24,995,756
PNC Bank, NA
4/1/98 5.61 (a) 14,000,000 13,996,834
4/16/98 5.58 (a) 75,000,000 74,965,341
4/27/98 5.65 (a) 28,000,000 27,997,493

DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
SouthTrust Bank, Alabama
4/13/98 5.65% (a) $ 17,000,000 $ 16,995,582
US Bank, NA
4/15/98 5.64 (a) 17,000,000 16,994,559
TOTAL BANK NOTES 643,866,883
MASTER NOTES (A) - 3.6%
Goldman Sachs Group, L.P. (c)
5/4/98 5.63 18,000,000 18,000,000
6/13/98 5.69 170,000,000 170,000,000
J.P. Morgan Securities, Inc.
4/7/98 5.65 160,000,000 160,000,000
SunTrust Bank, Inc.
4/7/98 5.64 20,000,000 20,000,000
TOTAL MASTER NOTES 368,000,000
MEDIUM-TERM NOTES (A) - 2.7%
Beneficial Corp.
4/11/98 5.55 19,000,000 18,998,076
6/25/98 5.59 13,000,000 12,997,114
Merrill Lynch & Co., Inc.
4/1/98 5.75 42,000,000 41,997,901
4/6/98 5.66 16,000,000 15,999,715
New York Life Insurance Co.
6/23/98 5.89 55,000,000 55,000,000
Norwest Corp.
4/22/98 5.67 61,000,000 61,000,000
Pacific Mutual Life Insurance Co. (b)
6/9/98 5.95 37,000,000 37,000,000
Transamerica Life Insurance & Annuity Co.
6/16/98 5.70 25,000,000 25,000,000
TOTAL MEDIUM-TERM NOTES 267,992,806
SHORT-TERM NOTES (A) - 6.9%
Capital One Funding Corp. (1994-C)
4/7/98 5.63 7,683,000 7,683,000
Capital One Funding Corp. (1995-E)
4/7/98 5.63 6,917,000 6,917,000
Capital One Funding Corp. (1996-C)
4/7/98 5.63 17,667,000 17,667,000
Capital One Funding Corp. (1996-H)
4/7/98 5.66 4,600,000 4,600,000
Capital One Funding Corp. (1997-E)
4/7/98 5.63 13,600,000 13,600,000
Capital One Funding Corp. (1997-F)
4/7/98 5.63 10,800,000 10,800,000
Liquid Asset Backed Securities Trust (1996-1) (b)
4/15/98 5.67 33,000,000 33,000,000
Liquid Asset Backed Securities Trust (1996-2) (b)
4/1/98 5.65 56,000,000 56,000,000
Liquid Asset Backed Securities Trust (1997-5) (b)
4/17/98 5.67 106,000,000 106,000,000
SMM Trust (1997-I) (b)
4/29/98 5.69 14,000,000 14,000,000
SMM Trust (1997-P) (b)
4/16/98 5.69 45,000,000 45,000,000
SHORT-TERM NOTES (A) - CONTINUED
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
SMM Trust (1997-X) (b)
4/13/98 5.69% $ 120,000,000 $ 120,000,000
Strategic Money Market Trust (1997-A) (b)
6/23/98 5.69 163,000,000 163,000,000
Strategic Money Market Trust (1998-B) (b)
4/6/98 5.69 97,000,000 97,000,000
TOTAL SHORT-TERM NOTES 695,267,000
TIME DEPOSITS - 2.1%
National City Bank - Cleveland
4/1/98 6.13 150,000,000 150,000,000
Sumitomo Bank, Ltd. Japan
4/3/98 6.25 62,000,000 62,000,000
TOTAL TIME DEPOSITS 212,000,000
REPURCHASE AGREEMENTS - 1.5%
MATURITY
AMOUNT
In a joint trading account:
(U.S. Government Obligations)
dated 3/31/98 due 4/1/98
At 6.08% $ 100,016,898 100,000,000
(U.S. Treasury Obligations)
dated 3/31/98 due 4/1/98
At 5.97% 56,331,345 56,322,000
TOTAL REPURCHASE AGREEMENTS 156,322,000
TOTAL INVESTMENTS - 100% $ 10,118,057,259
Total Cost For Income Tax Purposes $ 10,118,057,259
LEGEND
(a) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. The due dates on these types of
securities reflects the next interest rate reset date or, when
applicable, the final maturity date.
(b) Security exempt from registration under Rule 144A of the
Securities Act of 1933. These securities may be resold in transactions
exempt from registration, normally to qualified institutional buyers.
At the period end, the value of these securities amounted to
$671,000,000 or 6.7% of net assets.
(c) Restricted securities - Investment in securities not registered
under the Securities Act of 1933 (see Note 2 of Notes to Financial
Statements).
Additional information on each holding is as follows:
ACQUISITION
SECURITY DATE COST
Goldman Sachs
Group, L.P.:
5.63%, 5/4/98 8/5/97 $ 18,000,000
5.69%, 6/13/98 3/10/98 $ 170,000,000
OTHER INFORMATION
At the end of the period, restricted securities (excluding 144A
issues) amounted to $188,000,000 or 1.9% of net assets (see Note 2 of
Notes to Financial Statements).
INCOME TAX INFORMATION
At March 31, 1998, the fund had a capital loss carryforward of
approximately $2,220,000 of which $336,000, $898,000, $547,000,
$245,000, $14,000 and $180,000 will expire on March 31, 2001, 2002,
2003, 2004, 2005 and 2006, respectively.
A total of 1.30% of the dividends distributed during the fiscal year
was derived frominterest on U.S. Government securities which is
generally exempt from state income tax (unaudited).
The fund will notify shareholders in January 1999 of the applicable
percentage for use in preparing 1998 income tax returns.
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: MONEY MARKET
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1998

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (INCLUDING REPURCHASE
AGREEMENTS OF $156,322,000) - SEE ACCOMPANYING $ 10,118,057,259
SCHEDULE

CASH 546

RECEIVABLE FOR INVESTMENTS SOLD 1,759,000

INTEREST RECEIVABLE 58,569,220

TOTAL ASSETS 10,178,386,025

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 198,661,107

SHARE TRANSACTIONS IN PROCESS 2,128,737

DISTRIBUTIONS PAYABLE 17,225,140

ACCRUED MANAGEMENT FEE 1,795,151

DISTRIBUTION FEES PAYABLE 130,250

OTHER PAYABLES AND 651,353
ACCRUED EXPENSES

TOTAL LIABILITIES 220,591,738

NET ASSETS $ 9,957,794,287

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 9,960,068,110

ACCUMULATED NET REALIZED GAIN (LOSS) ON INVESTMENTS (2,273,823)

NET ASSETS $ 9,957,794,287

CLASS I: $1.00
NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($9,383,995,857 (DIVIDED BY)
9,386,116,353 SHARES)

CLASS II: $1.00
NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($85,990,068 (DIVIDED BY)
86,009,499 SHARES)

CLASS III: $1.00
NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($487,808,362 (DIVIDED BY)
487,918,592 SHARES)

STATEMENT OF OPERATIONS
YEAR ENDED MARCH 31, 1998

INTEREST INCOME $ 578,376,724

EXPENSES

MANAGEMENT FEE $ 20,235,151

TRANSFER AGENT FEES

CLASS I 2,191,423

CLASS II 24,132

CLASS III 154,790

DISTRIBUTION FEES

CLASS II 146,987

CLASS III 1,461,065

ACCOUNTING FEES AND EXPENSES 786,055

NON-INTERESTED TRUSTEES' COMPENSATION 54,865

CUSTODIAN FEES AND EXPENSES 169,816

REGISTRATION FEES

CLASS I 1,118,522

CLASS II 57,827

CLASS III 166,541

AUDIT 72,856

LEGAL 53,530

MISCELLANEOUS 54,144

TOTAL EXPENSES BEFORE REDUCTIONS 26,747,704

EXPENSE REDUCTIONS (6,942,763) 19,804,941

NET INTEREST INCOME 558,571,783

NET REALIZED GAIN (LOSS) (234,733)
ON INVESTMENTS

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 558,337,050

STATEMENT OF CHANGES IN NET ASSETS
INCREASE (DECREASE) IN NET ASSETS YEAR ENDED YEAR ENDED
MARCH 31, MARCH 31,
1998 1997
OPERATIONS $ 558,571,783 $ 488,133,785
NET INTEREST INCOME

NET REALIZED GAIN (LOSS) (234,733) (13,722)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 558,337,050 488,120,063

DISTRIBUTIONS TO SHAREHOLDERS FROM:
NET INTEREST INCOME

CLASS I (522,359,446) (461,178,632)

CLASS II (5,229,363) (5,834,884)

CLASS III (30,982,974) (21,120,269)

TOTAL DISTRIBUTIONS (558,571,783) (488,133,785)

SHARE TRANSACTIONS - NET INCREASE (DECREASE) AT NET ASSET VALUE OF $1.00 PER SHARE:

CLASS I 670,095,958 2,248,152,485

CLASS II (81,609,613) 103,399,852

CLASS III 43,774,250 214,546,392

TOTAL SHARE TRANSACTIONS 632,260,595 2,566,098,729

TOTAL INCREASE (DECREASE) IN NET ASSETS 632,025,862 2,566,085,007

NET ASSETS

BEGINNING OF PERIOD 9,325,768,425 6,759,683,418

END OF PERIOD $ 9,957,794,287 $ 9,325,768,425

SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

FINANCIAL HIGHLIGHTS - CLASS I
YEARS ENDED MARCH 31,

SELECTED PER-SHARE DATA 1998 1997 1996 1995 1994
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .055 .053 .057 .049 .032

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.055) (.053) (.057) (.049) (.032)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN A 5.68% 5.43% 5.90% 4.99% 3.20%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 9,383,996 $ 8,714,137 $ 6,465,953 $ 5,130,123 $ 3,200,277

RATIO OF EXPENSES TO AVERAGE NET ASSETS .18% B .18% B .18% B .18% B .18% B

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.54% 5.31% 5.73% 5.00% 3.15%

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD
CERTAIN EXPENSES NOT BEEN REDUCED DURING THE
PERIODS SHOWN (SEE NOTE 5 OF NOTES TO FINANCIAL
STATEMENTS).
B FMR AGREED TO REIMBURSE A PORTION OF THE CLASS'
EXPENSES DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT,
THE CLASS' EXPENSE RATIO WOULD HAVE BEEN HIGHER
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).

FIDELITY INSTITUTIONAL CASH PORTFOLIOS: MONEY MARKET
FINANCIAL STATEMENTS - CONTINUED

FINANCIAL HIGHLIGHTS - CLASS II
YEARS ENDED MARCH 31,

SELECTED PER-SHARE DATA 1998 1997 1996 D
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .054 .051 .022

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.054) (.051) (.022)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN B 5.52% 5.27% 2.17%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 85,990 $ 167,583 $ 64,200

RATIO OF EXPENSES TO AVERAGE NET ASSETS .33% C .33% C .33% A, C

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.39% 5.16% 5.29% A

FINANCIAL HIGHLIGHTS - CLASS III
YEARS ENDED MARCH 31,

SELECTED PER-SHARE DATA 1998 1997 1996 1995 1994 E
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .053 .050 .055 .046 .011

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.053) (.050) (.055) (.046) (.011)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN B 5.41% 5.17% 5.61% 4.66% 1.08%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 487,808 $ 444,048 $ 229,530 $ 457,286 $ 89,463

RATIO OF EXPENSES TO AVERAGE NET ASSETS .43% C .43% C .45% C .50% C .50% A, C

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.28% 5.06% 5.46% 4.94% 2.83% A

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE
NOT ANNUALIZED. THE TOTAL RETURNS WOULD HAVE BEEN
LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING
THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO FINANCIAL
STATEMENTS).
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES
DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS'
EXPENSE RATIO WOULD HAVE BEEN HIGHER (SEE NOTE 5 OF NOTES
TO FINANCIAL STATEMENTS).
D FOR THE PERIOD NOVEMBER 6, 1995 (COMMENCEMENT OF SALE OF
CLASS II SHARES) TO MARCH 31, 1996.
E FOR THE PERIOD NOVEMBER 17, 1993 (COMMENCEMENT OF SALE OF
CLASS III SHARES) TO MARCH 31, 1994.

FIDELITY MONEY MARKET TRUST: RATED MONEY MARKET
INVESTMENTS MARCH 31, 1998

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

CERTIFICATES OF DEPOSIT - 42.5%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
DOMESTIC CERTIFICATES OF DEPOSIT - 5.0%
Fleet National Bank
6/10/98 5.53% $ 10,000,000 $ 10,000,000
SunTrust Bank, Atlanta
5/6/98 5.52 10,000,000 9,999,808
19,999,808
CHICAGO BRANCH, YANKEE DOLLAR, FOREIGN BANKS - 1.3%
ABN-AMRO Bank NV
2/2/99 5.54 5,000,000 4,998,351
NEW YORK BRANCH, YANKEE DOLLAR, FOREIGN BANKS - 27.0%
Australia & New Zealand Banking Group
4/2/98 5.70 5,000,000 5,000,004
Bank of Montreal, Canada
4/6/98 5.57 5,000,000 5,000,000
5/4/98 5.52 5,000,000 5,000,000
Bank of Nova Scotia
7/21/98 5.97 1,000,000 999,530
Bank of Tokyo - Mitsubishi Ltd.
4/20/98 6.03 9,000,000 9,000,000
Banque Nationale de Paris
5/5/98 5.52 5,000,000 5,000,000
Barclays Bank, PLC
5/13/98 5.52 5,000,000 5,000,000
5/20/98 5.52 7,000,000 7,000,000
Bayerische Hypotheken-und Wechsel
5/11/98 5.56 5,000,000 5,000,000
Bayerische Vereinsbank AG
5/4/98 5.66 5,000,000 5,000,000
Credit Agricole Indosuez
5/20/98 5.52 2,000,000 2,000,000
Deutsche Bank, AG
4/15/98 5.58 6,000,000 5,999,718
8/3/98 5.52 5,000,000 5,000,000
Dresdner Bank, AG
4/6/98 5.56 5,000,000 5,000,000
National Westminster Bank, PLC
6/23/98 6.00 3,000,000 2,999,420
7/22/98 5.89 5,000,000 4,999,186
8/7/98 5.97 3,000,000 2,998,654
Royal Bank of Canada
2/10/99 5.60 5,000,000 4,997,102
Societe Generale, France
6/8/98 5.58 5,000,000 5,000,000
8/4/98 5.53 5,000,000 5,000,000
8/24/98 5.55 5,000,000 5,000,000
Swiss Bank Corp.
8/28/98 5.97 2,000,000 1,999,610
3/24/99 5.75 5,000,000 4,995,229
107,988,453
PORTLAND BRANCH, YANKEE DOLLAR, FOREIGN BANKS - 0.5%
Bank of Nova Scotia
4/1/98 6.20 2,000,000 2,000,000
LONDON BRANCH, EURODOLLAR, FOREIGN BANKS - 8.7%
Banco Bilbao Vizcaya, SA
4/7/98 5.65 2,000,000 2,000,003
Barclays Bank, PLC
4/23/98 5.80 5,000,000 5,000,000
National Australia Bank Ltd.
4/14/98 5.72 5,000,000 4,999,930

DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
National Westminster Bank, PLC
4/6/98 5.52% $ 7,000,000 $ 6,999,999
Norddeutsche Landesbank Girozentrale
4/15/98 5.56 10,000,000 9,999,604
Westdeutsche Landesbank Girozentrale
6/4/98 5.52 6,000,000 6,000,105
34,999,641
TOTAL CERTIFICATES OF DEPOSIT 169,986,253
COMMERCIAL PAPER - 40.5%
Aspen Funding Corp.
4/15/98 5.60 5,000,000 4,989,189
4/16/98 5.59 15,000,000 14,965,313
Asset Securitization Coop. Corp.
4/14/98 5.59 2,000,000 1,995,992
5/8/98 5.52 2,000,000 1,988,808
Associates Corp. of North America
5/18/98 5.53 5,000,000 4,964,358
Bear Stearns Cos., Inc.
6/11/98 5.59 5,000,000 4,945,567
BMW US Capital Corp.
5/26/98 5.65 2,000,000 1,983,103
BTAB Holdings Funding Corp.
4/22/98 5.65 5,000,000 4,983,579
Caisse des Depots et Consigns
4/28/98 5.57 5,000,000 4,979,225
CIT Group, Inc.
6/25/98 5.82 5,000,000 4,933,299
Citibank Credit Card Master Trust I (Dakota Certificate Program)
4/16/98 5.54 19,000,000 18,956,617
Eiger Capital Corp.
4/13/98 5.54 4,940,000 4,930,943
Enterprise Funding Corp.
5/13/98 5.59 5,000,000 4,967,742
Ford Motor Credit Co.
4/7/98 5.58 5,000,000 4,995,417
4/10/98 5.53 10,000,000 9,986,300
5/11/98 5.53 5,000,000 4,969,667
General Electric Capital Corp.
4/7/98 5.79 5,000,000 4,995,333
6/3/98 5.54 5,000,000 4,952,313
8/4/98 5.54 10,000,000 9,812,847
General Motors Acceptance Corp.
4/22/98 5.58 5,000,000 4,983,842
5/27/98 5.57 5,000,000 4,957,375
Goldman Sachs Group, L.P.
4/13/98 5.69 10,000,000 9,981,333
IBM Credit Corp.
4/27/98 5.57 5,000,000 4,980,067
Morgan Stanley, Dean Witter, Discover & Co.
6/3/98 5.60 5,000,000 4,951,700
Nationwide Building Society
4/7/98 5.68 5,000,000 4,995,333
New Center Asset Trust
5/15/98 5.54 3,000,000 2,980,053
5/18/98 5.55 5,000,000 4,964,293
TOTAL COMMERCIAL PAPER 162,089,608
FEDERAL AGENCIES - 1.3%
DUE ANNUALIZED YIELD AT PRINCIPAL VALUE
DATE TIME OF PURCHASE AMOUNT (NOTE 1)
FANNIE MAE - AGENCY COUPONS - 1.3%
6/12/98 5.59% (a) $ 5,000,000 $ 4,999,523
BANK NOTES (A) - 1.7%
Northern Trust Co., Chicago
4/1/98 5.69 5,000,000 4,999,151
SouthTrust Bank, Alabama
4/13/98 5.65 1,000,000 999,740
US Bank, NA
4/15/98 5.64 1,000,000 999,680
TOTAL BANK NOTES 6,998,571
MASTER NOTES (A) - 1.3%
Goldman Sachs Group, L.P. (c)
6/13/98 5.69 5,000,000 5,000,000
MEDIUM-TERM NOTES (A) - 2.2%
Merrill Lynch & Co., Inc.
4/1/98 5.75 3,000,000 2,999,850
4/6/98 5.66 1,000,000 999,982
Morgan Stanley, Dean Witter, Discover & Co.
4/1/98 5.67 5,000,000 5,000,000
TOTAL MEDIUM-TERM NOTES 8,999,832
SHORT-TERM NOTES (A) - 7.7%
Capital One Funding Corp. (1994-B)
4/7/98 5.63 3,899,000 3,899,000
Capital One Funding Corp. (1994-E)
4/7/98 5.63 2,225,000 2,225,000
Liquid Asset Backed Securities Trust (1997-5) (b)
4/17/98 5.67 4,000,000 4,000,000
SMM Trust (1997-P) (b)
4/16/98 5.69 2,000,000 2,000,000
SMM Trust (1997-X) (b)
4/13/98 5.69 6,000,000 6,000,000
Strategic Money Market Trust (1997-A) (b)
6/23/98 5.69 10,000,000 10,000,000
Strategic Money Market Trust (1998-B) (b)
4/6/98 5.69 3,000,000 3,000,000
TOTAL SHORT-TERM NOTES 31,124,000
REPURCHASE AGREEMENTS - 2.8%
MATURITY
AMOUNT
In a joint trading account
(U.S. Treasury Obligations):
dated 3/31/98 due 4/1/98
At 5.94% $ 11,151,841 11,150,000
TOTAL INVESTMENTS - 100% $ 400,347,787
Total Cost for Income Tax Purposes $ 400,347,787
LEGEND
(a) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. The due dates on these types of
securities reflects the next interest rate reset date or, when
applicable, the final maturity date.
(b) Security exempt from registration under Rule 144A of the
Securities Act of 1933. These securities may be resold in transactions
exempt from registration, normally to qualified institutional buyers.
At the period end, the value of these securities amounted to
$25,000,000 or 6.2% of net assets.
(c) Restricted securities - Investment in securities not registered
under the Securities Act of 1933 (see Note 2 of Notes to Financial
Statements).
Additional information on each holding is as follows:
ACQUISITION
SECURITY DATE COST
Goldman Sachs
Group, L.P.
5.69%, 6/13/98 3/10/98 $ 5,000,000
OTHER INFORMATION
At the end of the period, restricted securities (excluding 144A
issues) amounted to $5,000,000 or 1.2% of net assets (see Note 2 of
Notes to Financial Statements).
INCOME TAX INFORMATION
At March 31, 1998, the fund had a capital loss carryforward of
approximately $29,000 of which $5,000, $10,000 and $14,000 will expire
on March 31, 2004, 2005 and 2006, respectively.
FIDELITY MONEY MARKET TRUST: RATED MONEY MARKET
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1998

ASSETS

INVESTMENT IN SECURITIES, AT VALUE (INCLUDING REPURCHASE
AGREEMENTS OF $11,150,000) - SEE ACCOMPANYING SCHEDULE $ 400,347,787

CASH 526

RECEIVABLE FOR INVESTMENTS SOLD 55,000

INTEREST RECEIVABLE 2,448,432

TOTAL ASSETS 402,851,745

LIABILITIES

DISTRIBUTIONS PAYABLE $ 173,450

ACCRUED MANAGEMENT FEE 56,753

DISTRIBUTION FEES PAYABLE 20,059

OTHER PAYABLES AND 73,815
ACCRUED EXPENSES

TOTAL LIABILITIES 324,077

NET ASSETS $ 402,527,668

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 402,559,052

ACCUMULATED NET REALIZED GAIN (LOSS) ON INVESTMENTS (31,384)

NET ASSETS $ 402,527,668

CLASS I: $1.00
NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($303,826,094 (DIVIDED BY)
303,901,525 SHARES)

CLASS II: $1.00
NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($23,321,405 (DIVIDED BY)
23,327,195 SHARES)

CLASS III: $1.00
NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($75,380,169 (DIVIDED BY)
75,398,884 SHARES)

STATEMENT OF OPERATIONS
YEAR ENDED MARCH 31, 1998

INTEREST INCOME $ 22,589,605

EXPENSES

MANAGEMENT FEE $ 1,408,420

TRANSFER AGENT FEES

CLASS I 30,043

CLASS II 801

CLASS III 2,353

DISTRIBUTION FEES

CLASS II 41,909

CLASS III 116,323

ACCOUNTING FEES AND EXPENSES 20,711

NON-INTERESTED TRUSTEES' COMPENSATION 1,109

CUSTODIAN FEES AND EXPENSES 8,659

REGISTRATION FEES

CLASS I 16,975

CLASS II 1,976

CLASS III 2,775

AUDIT 24,195

LEGAL 427

MISCELLANEOUS 500

TOTAL EXPENSES BEFORE REDUCTIONS 1,677,176

EXPENSE REDUCTIONS (731,960) 945,216

NET INTEREST INCOME 21,644,389

NET REALIZED GAIN (LOSS) (15,808)
ON INVESTMENTS

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 21,628,581

STATEMENT OF CHANGES IN NET ASSETS
INCREASE (DECREASE) IN NET ASSETS YEAR ENDED YEAR ENDED
MARCH 31, MARCH 31,
1998 1997
OPERATIONS $ 21,644,389 $ 16,324,511
NET INTEREST INCOME

NET REALIZED GAIN (LOSS) (15,808) (10,180)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 21,628,581 16,314,331

DISTRIBUTIONS TO SHAREHOLDERS FROM:
NET INTEREST INCOME

CLASS I (17,673,446) (15,341,476)

CLASS II (1,512,439) (430,045)

CLASS III (2,458,504) (552,990)

TOTAL DISTRIBUTIONS (21,644,389) (16,324,511)

SHARE TRANSACTIONS - NET INCREASE (DECREASE) AT NET ASSET VALUE OF $1.00 PER SHARE:

CLASS I (9,066,939) 89,124,894

CLASS II 9,157,642 9,458,555

CLASS III 58,744,207 15,044,461

TOTAL SHARE TRANSACTIONS 58,834,910 113,627,910

TOTAL INCREASE (DECREASE) IN NET ASSETS 58,819,102 113,617,730

NET ASSETS

BEGINNING OF PERIOD 343,708,566 230,090,836

END OF PERIOD $ 402,527,668 $ 343,708,566

SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

FINANCIAL HIGHLIGHTS - CLASS I
YEARS ENDED MARCH 31, SEVEN MONTHS YEARS ENDED AUGUST 31,
ENDED MARCH 31,

SELECTED PER-SHARE DATA 1998 1997 1996 1995 1994 1993
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .055 .053 .032 .054 .033 .029

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.055) (.053) (.032) (.054) (.033) (.029)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN B 5.64% 5.39% 3.21% 5.53% 3.34% 2.93%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 303,826 $ 312,892 $ 223,772 $ 300,863 $ 399,333 $ 611,410

RATIO OF EXPENSES TO AVERAGE NET ASSETS .20% C .20% C .27% A, C .42% .42% .42%

RATIO OF NET INTEREST INCOME TO AVERAGE
NET ASSETS 5.49% 5.26% 5.46% A 5.33% 3.24% 2.89%

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR
ARE NOT ANNUALIZED. THE TOTAL RETURNS WOULD HAVE
BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO
FINANCIAL STATEMENTS).
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS'
EXPENSES DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT,
THE CLASS' EXPENSE RATIO WOULD HAVE BEEN HIGHER
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).

FINANCIAL HIGHLIGHTS - CLASS II
YEARS ENDED MARCH 31,

SELECTED PER-SHARE DATA 1998 1997 1996 D
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .053 .051 .021

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.053) (.051) (.021)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN B 5.48% 5.23% 2.15%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 23,321 $ 14,166 $ 4,709

RATIO OF EXPENSES TO AVERAGE NET ASSETS .35% C .35% C .35% A, C

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.37% 5.14% 5.06% A

FINANCIAL HIGHLIGHTS - CLASS III
YEARS ENDED MARCH 31,

SELECTED PER-SHARE DATA 1998 1997 1996 E
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .052 .050 .021

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.052) (.050) (.021)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN B 5.38% 5.12% 2.11%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 75,380 $ 16,651 $ 1,610

RATIO OF EXPENSES TO AVERAGE NET ASSETS .45% C .45% C .45% A, C

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 5.29% 5.03% 5.01% A

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE
NOT ANNUALIZED. THE TOTAL RETURNS WOULD HAVE BEEN LOWER
HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE PERIODS
SHOWN (SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES
DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS'
EXPENSE RATIO WOULD HAVE BEEN HIGHER (SEE NOTE 5 OF NOTES
TO FINANCIAL STATEMENTS).
D FOR THE PERIOD NOVEMBER 6, 1995 (COMMENCEMENT OF SALE OF
CLASS II SHARES) TO MARCH 31, 1996.
E FOR THE PERIOD NOVEMBER 6, 1995 (COMMENCEMENT OF SALE OF
CLASS III SHARES) TO MARCH 31, 1996.

FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS: TAX-EXEMPT
INVESTMENTS MARCH 31, 1998

SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN SECURITIES

MUNICIPAL SECURITIES (A) - 100%
PRINCIPAL VALUE
AMOUNT (NOTE 1)
ALABAMA - 2.7%
Alabama Hsg. Fin. Auth. Multi-Family Hsg. Rev. (Homewood Gardens
Proj.) Series 1991-C,
4.10%, LOC SouthTrust Bank, Alabama, VRDN $ 2,045,000 $ 2,045,000
Anniston Ind. Dev. Board (Monsanto Co. Proj.) Series 1992, 3.75%, VRDN
9,100,000 9,100,000
Anniston Solid Waste Disp. Auth. (Monsanto Co. Proj.) Series 1992,
3.75%, VRDN 2,230,000 2,230,000
Birmingham Pub. Park & Recreation Board Rev. (McWane Ctr. Proj.)
Series 1997,
3.75%, LOC AmSouth Bank, VRDN 9,200,000 9,200,000
Columbia Ind. Dev. Board Participating VRDN, Series 97-I,
3.82% (Liquidity Facility Caisse des Depots et Consignations) (b)
2,180,000 2,180,000
Decatur Ind. Dev. Board (Monsanto Co. Proj.) Series 1990, 3.75%, VRDN
5,925,000 5,925,000
Decatur Poll. Cont. Rev. Rfdg. (Monsanto Co. Proj.) VRDN:
Series 1992, 3.75% 3,500,000 3,500,000
Series 1994, 3.75% 3,115,000 3,115,000
Huntsville Ind. Dev. Board Rev. Rfdg. (PPG Inds., Inc. Proj.) Series
1992, 3.75%, VRDN 1,000,000 1,000,000
Jefferson County Sewer Participating VRDN, Series 1997D PT-124,
3.80% (Liquidity Facility Commerzbank AG) (b) 3,800,000 3,800,000
Montgomery Ind. Dev. Board Poll. Cont. Rev. Rfdg. Bonds (General
Electric Co. Proj.)
Series 1990, 3.55% 4/7/98, CP mode 12,500,000 12,500,000
Tarrant City Ind. Dev. Board Rev. Rfdg. (Philip Morris Co., Inc.)
Series 1993, 3.80%, VRDN 2,300,000 2,300,000
Tuscaloosa County Port Auth. Rev. (Capstone Hotel Ltd. Proj.) Series
1989-A,
3.75%, LOC SouthTrust Bank, Alabama, VRDN 4,025,000 4,025,000
60,920,000
ALASKA - 0.4%
Alaska Hsg. Fin. Corp. Participating VRDN:
Series 1995-A, 3.80% (Liquidity Facility Bank of New York, NA) (b)
3,010,000 3,010,000
Series 1997-F, 3.77% (Liquidity Facility Bank of America Nat'l. Trust
& Savings) (b) 1,500,000 1,500,000
Valdez Marine Terminal Rev. Rfdg. (Atlantic Richfield Co. Proj.)
Series 1994-B, 3.70%, VRDN 3,700,000 3,700,000
8,210,000
ARIZONA - 2.7%
Apache County Ind. Dev. Auth. (Tucson Elec. Pwr. Co. Proj.) Series
1981-B,
4.15%, LOC Bank of Tokyo-Mitsubishi Ltd., VRDN 5,400,000 5,400,000
Maricopa County Commty. College Dist. Bonds 6% 7/1/98 2,880,000
2,894,616
Mesa Ind. Dev. Auth. Participating VRDN, Series 1997-B, 3.82%
(Liquidity Facility Caisse des Depots et Consignations) (b)
6,535,000 6,535,000
Mesa Muni. Dev. Corp. Bonds Series 1996-A&B, 3.85% 10/6/98,
LOC Westdeutsche Landesbank Girozentrale, CP mode 5,000,000
5,000,000
Phoenix Ind. Dev. Auth. Multi-Family Hsg. Rev. Rfdg., VRDN:
(Del Mar Terrace Apts. Proj.) Series 1984, 3.75%, LOC Bank of America
Nat'l. Trust & Savings 3,000,000 3,000,000
(Paradise Lakes Apt. Proj.) Series 1995, 3.85%, LOC General Electric
Capital Corp. 17,500,000 17,500,000
Pinal County Ind. Dev. Auth. Hosp. Rev. (Casa Grande Med. Ctr. Proj.)
Series 1995, 3.70%, LOC Chase Manhattan Bank, VRDN 10,500,000
10,500,000
Salt River Agric. Impt. & Pwr. Dist. 3.55% 4/7/98, CP 5,500,000
5,500,000
Univ. of Arizona Sys. Rev. BAN Series 1997, 3.95% 10/1/98 5,600,000
5,600,000
61,929,616
ARKANSAS - 1.4%
Arkansas Hosp. Equip. Fin. Auth. Rev. (Jefferson Hosp. Assoc., Inc.
Proj.) Series 1989,
3.75%, LOC Kredietbank, NV, VRDN 3,660,000 3,660,000
North Little Rock Baptist Health Hosp. Rev. Series 1996-B, 3.75% (MBIA
Insured)
(BPA Credit Swiss First Boston) VRDN 16,600,000 16,600,000
Univ. of Arkansas Rev. Series 1998, 3.75% (MBIA Insured)
(BPA Credit Swiss First Boston) VRDN 11,095,000 11,095,000
31,355,000
CALIFORNIA - 5.0%
California Higher Ed. Loan Auth. Student Loan Rev. Sr. Lien Bonds
Series 1992-A,
4%, tender 7/1/98, LOC Student Loan Marketing Assoc. 12,000,000
12,000,000
California Poll. Cont. Fin. Auth. (Pacific Gas & Elec. Co.) Series
1996-C,
3.70%, LOC Bank of America Nat'l. Trust & Savings, VRDN 6,400,000
6,400,000
California Public Works Board Lease Rev. Bonds (Dept. of Corrections):
Series 1997-B, 4.50% 9/1/98 10,690,000 10,716,293
Series 1997-C, 4.75% 9/1/98 2,090,000 2,097,191
California State RAN Series 1997, 4.50% 6/30/98 18,080,000
18,108,504
Central Valley School Fin. Auth. TRAN Series 1997C, 4.50% 8/27/98
3,500,000 3,508,187
Los Angeles County Gen. Oblig. TRAN Series A, 4.50% 6/30/98
21,500,000 21,531,908
Los Angeles Gen. Oblig. TRAN 4.50% 6/30/98 23,000,000 23,033,837
Riverside County Gen. Oblig. TRAN 4.50% 6/30/98 7,600,000 7,609,903
South Coast Local Ed. TRAN Series A, 4.50% 6/30/98 (MBIA Insured)
9,000,000 9,013,760
114,019,583
MUNICIPAL SECURITIES (A) - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
COLORADO - 2.1%
Adams County Rev. (Adams Mental Health Foundation) Series 1997,
3.75%, LOC BankOne, Colorado, VRDN $ 60,000 $ 60,000
Colorado Gen. Oblig. TRAN Series A, 4% 6/26/98 4,000,000 4,001,075
Colorado Health Facs. Auth. Hosp. Rev. (Kaiser Permanent Health Sys.)
Series 1995-A, 3.85%, VRDN 9,300,000 9,300,000
Colorado Postsecondary Ed. Facs. Auth. Participating VRDN, 3.85%
(Liquidity Facility
Norwest Bank, NA, Minnesota) (b) 3,350,000 3,350,000
Colorado Springs Util. Sys. Impt. Participating VRDN, Series 1998,
3.85% (Liquidity Facility Bank of New York, NA) (b) 2,100,000
2,100,000
Denver City & County Dept. of Aviation Arpt. Sys. Participating VRDN,
Series 1997-Q:
3.80% (Liquidity Facility Merrill Lynch & Co., Inc.) (b) 23,595,000
23,595,000
3.80% (Liquidity Facility CoreStates Bank) (b) 2,900,000 2,900,000
Pitkin County Multi-Family Hsg. Rev. Rfdg. (Centennial Aspen Proj.)
Series 1996-A,
3.65%, LOC Republic Nat'l. Bank, NY, VRDN 3,250,000 3,250,000
48,556,075
CONNECTICUT - 0.2%
Connecticut Spl. Assessment Second Injury Fund 3.45% 4/16/98,
LOC Credit Communale DeBelgique, CP 5,300,000 5,300,000
DELAWARE - 0.6%
Delaware Econ. Dev. Auth. Poll. Cont. Rev. Rfdg., VRDN:
(Peninsula United Methodist Homes, Inc.):
Series 1992-B, 3.80%, LOC PNC Bank 5,000,000 5,000,000
Series 1997-B, 3.80%, LOC PNC Bank 6,300,000 6,300,000
(Philip Morris Co., Inc. Proj.) Series 1992, 3.75% 3,300,000
3,300,000
14,600,000
FLORIDA - 5.5%
Broward County Hsg. Fin. Auth. Multi-Family Hsg. (Palm Aire-Oxford
Proj.) Series 1990,
3.85% (Continental Casualty Co. Guaranteed) VRDN 1,620,000
1,620,000
Dade County Hsg. Fin. Auth. Single Family Mtg. Rev. Bonds Series
1997-C, VRDN:
3.95%, tender10/16/98 (FGIC-Capital Market Services Guaranteed)
690,000 690,000
3.95%, tender10/16/98 (FGIC Capital Market Services Guaranteed)
1,615,000 1,615,000
Florida Board of Ed. Participating VRDN, Series 96C0917, 3.77%
(Liquidity Facility Citibank, NA) (b) 2,900,000 2,900,000
Florida Capital Proj. Fin. Auth. (Capital Proj. Loan Prog.) Series
1997-A,
3.70% (FSA Insured) (BPA Credit Swiss First Boston) VRDN 23,500,000
23,500,000
Florida Hsg. Fin. Auth. Multi-Family Hsg. Rev. Rfdg. (Brandon-Oxford
Proj.) Series 1990-C,
3.85% (Continental Casualty Co. Guaranteed) VRDN 1,500,000
1,500,000
Florida Local Gov't. Finance Commission Pooled Notes Series A,
3.65% 9/8/98, LOC First Union Nat'l. Bank, CP 7,710,000 7,710,000
Indian River County Hosp. Dist. Hosp. Rev. Bonds:
Series 1988, 3.25% 4/1/98, CP mode 2,000,000 2,000,000
Series 1989, 3.25% 4/1/98, CP mode 1,000,000 1,000,000
Series 1990, 3.25% 4/1/98, CP mode 4,300,000 4,300,000
Jacksonville Elec. Auth. Elec. Sys. Series C-1,
3.55% 4/9/98 (BPA Morgan Guaranty Trust Co., NY) CP 4,000,000
4,000,000
Jacksonville Hosp. Rev. (Univ. Med. Ctr.) Series 1988, 4.20%, LOC
Sumitomo Bank Ltd., VRDN 2,300,000 2,300,000
Lakeland Elec. & Wtr. Participating VRDN, Series 960901,
3.82% (Liquidity Facility Citibank, NA) (b) 6,600,000 6,600,000
Lee County Hosp. Board Hosp. Rev. Bonds (Lee Memorial Hosp. Proj.):
Series 1995-A, 3.30% 4/1/98 (Liquidity Facility SunTrust Bank, Miami)
CP mode 2,500,000 2,500,000
Series 1997-B, 3.85% 5/8/98 (Liquidity Facility SunTrust Bank,
Orlando) CP mode 5,400,000 5,400,000
Miami Hsg. Fin. Auth. (Miami Jewish Home & Hosp. for the Aged Proj.)
Series 1992,
3.70%, LOC SunTrust Bank, Miami, VRDN 2,000,000 2,000,000
Orange County Ind. Dev. Auth., VRDN:
(Central Florida Blood Bank Proj.) Series 1988,
3.70%, LOC SunTrust Bank, Orlando 1,045,000 1,045,000
(Central Florida YMCA Proj.) Series 1997,
3.70%, LOC SunTrust Bank, Orlando 5,625,000 5,625,000
Palm Beach Hsg. Fin. Auth. Multi-Family Hsg. Rev. (Haverhill Commons
Proj.) Series 1997-A,
3.70%, LOC Credit Lyonnaise, Republic Nat'l. Bank, VRDN 4,100,000
4,100,000
Saint Lucie County Poll. Cont. Rev. (Florida Pwr. & Lt. Co. Proj.)
3.85%, VRDN 5,800,000 5,800,000
Saint Lucie County Poll. Cont. Rev. Rfdg. Bonds (Florida Pwr. & Lt.
Co. Proj.):
Series 1994A, 3.55% 4/1/98, CP mode 2,900,000 2,900,000
Series 1994A, 3.55% 4/1/98, CP mode 2,350,000 2,350,000
Series 1994A, 3.55% 4/7/98, CP mode 3,200,000 3,200,000
Sarasota County Pub. Hosp. Dist. Bonds (Sarasota Mem. Hosp.):
Series 1991, 3.85% 4/7/98, CP mode 5,000,000 5,000,000
Series 1991, 3.85% 4/8/98, CP mode 5,000,000 5,000,000
Series 1993-A, 3.85% 4/7/98, CP mode 6,600,000 6,600,000
MUNICIPAL SECURITIES (A) - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
FLORIDA - CONTINUED
Sunshine State Gov't. Fing. Commission Rev. Bonds Series 1986,
3.55% 4/9/98 (AMBAC Insured) (Liquidity Facility Toronto-Dominion
Bank,
Union Bank of Switzerland) CP mode $ 3,000,000 $ 3,000,000
West Orange Mem. Hosp. Rev. Bonds Series 1991-A1,
3.60% 4/8/98, LOC Rabobank Nederland Coop. Central, CP mode
10,000,000 10,000,000
124,255,000
GEORGIA - 7.4%
Albany Dougherty County Hosp. Auth. (Phoebe Puttnay Mem. Hosp.) Series
1996,
3.75% (AMBAC Insured) (BPA SunTrust Bank, Atlanta) VRDN 1,700,000
1,700,000
Bartow County Dev. Auth. Poll. Cont. Rev. (Georgia Pwr. Co.) Series
1998,
3.75%, VRDN 20,000,000 20,000,000
Burke County Poll. Cont. Rev. (Georgia Pwr. Co.) Series 1994, 3.75%,
VRDN 2,000,000 2,000,000
Dekalb County Dev. Auth. Rev. (BDS Oglethorpe Univ. Proj.)
3.70%, LOC SunTrust Bank, Atlanta, VRDN 2,900,000 2,900,000
Dekalb County Hosp. Auth. Rev. (Med. Ctr. Proj.) Series B,
3.70%, LOC SunTrust Bank, Atlanta, VRDN 4,000,000 4,000,000
Dekalb County Ind. Dev. Rev. (A.G. Rhodes Home at Wesley Woods, Inc.
Proj.)
Series 1996, 3.70%, LOC SunTrust Bank, Atlanta, VRDN 5,500,000
5,500,000
Fulton County Dev. Auth. Rev., VRDN:
(Lovett School Proj.) 3.70%, LOC SunTrust Bank, Atlanta 3,000,000
3,000,000
(Robert W. Woodruff Arts Ctr.) 3.70%, LOC SunTrust Bank, Atlanta
3,000,000 3,000,000
Fulton County Hsg. Auth. Multi-Family Hsg. Rev. Rfdg., VRDN:
(Holcomb's Landing Apts. Proj.) 3.80%, LOC First Union Nat'l. Bank
1,800,000 1,800,000
(Spring Creek Crossing Proj.) 3.80%, LOC Wachovia Bank, NA
13,000,000 13,000,000
Georgia Muni. Assoc. Pool Board Series 1990, 3.70% (MBIA Insured)
(BPA Credit Swiss First Boston) VRDN 18,200,000 18,200,000
Georgia Gen. Oblig. Participating VRDN, Series 1992 BTP-79, 3.775%
(Liquidity Facility Bankers Trust Co., NY) (b) 3,000,000 3,000,000
Georgia Muni. Elec. Auth. Participating VRDN, Series 1996 SG-40,
3.80% (Liquidity Facility Societe Generale, France) (b) 8,610,000
8,610,000
Georgia Muni. Elec. Auth. Series A, CP:
3.60% 4/9/98, LOC Bayerische Landesbank Girozentale, Morgan Guaranty
Trust Co., NY,
Wachovia Bank, NA, Westdeutsche Landesbank Girozentrale 5,655,000
5,655,000
3.60% 4/9/98, LOC Bayerische Landesbank Girozentrale, Morgan Guaranty
Trust Co., NY,
Wachovia Bank, NA, Westdeutsche Landesbank Girozentrale 8,165,000
8,165,000
Georgia Muni. Elec. Auth. Bonds:
Series 1985-A, 3.50% 7/15/98, LOC Bayerische Landesbank Girozentrale,

Morgan Guaranty Trust Co., NY, Credit Swiss First Boston, CP mode
4,200,000 4,200,000
Series 1985-B, 3.50% 7/15/98, LOC Bayerische Landesbank Girozentrale,

Morgan Guaranty Trust Co., NY, Credit Swiss First Boston, CP mode
3,500,000 3,500,000
Georgia Muni. Gas Auth. Rev. (Gas Portfolio II Proj.) Series B, 3.65%,
VRDN 20,700,000 20,700,000
Macon-Bibb County Hosp. Auth. Rev. (Med. Ctr. of Central Georgia)
VRDN:
3.70%, LOC SunTrust Bank, Atlanta 1,390,000 1,390,000
Series 1997-A, 3.70%, LOC SunTrust Bank, Atlanta 2,000,000
2,000,000
Marietta Hsg. Auth. Multi-Family Hsg. Rev. Rfdg. (Wood Pointe Apts.)
Series 1993,
3.80%, LOC First Union Nat'l. Bank, VRDN 1,500,000 1,500,000
Metro Atlanta Rapid Transit Auth. Sales Tax Participating VRDN, Series
SG-57,
3.80% (Liquidity Facility Societe Generale, France) (b) 8,605,000
8,605,000
Richmond County Board of Ed. Gen. Oblig. Participating VRDN, Series
1997-C,
3.82% (Liquidity Facility Caisse des Depots et Consignations) (b)
2,500,000 2,500,000
Roswell Hsg. Auth. Multi-Family Hsg. Rev. (Autumnbrook Apts.) Series
1991-A,
3.80%, LOC AmSouth Bank, VRDN 5,200,000 5,200,000
Smyrna Hsg. Auth. Multi-Family Hsg. Rev. (Post Valley Proj.)
3.70% (Fannie Mae Guaranteed) VRDN 11,100,000 11,100,000
Whitfield County Residential Care Facs. Auth. Rev. (Royal Oaks Sr.
Living Commty.)
3.70%, LOC First Union Nat'l. Bank, VRDN 2,000,000 2,000,000
Worth County Ind. Dev. Auth. Ind. Dev. Rev. (Seabrook Enterprises)
Series 1996-A,
3.70%, LOC SunTrust Bank, Atlanta, VRDN 4,150,000 4,150,000
167,375,000
HAWAII - 0.1%
Hawaii Dept. of Budget & Fin. Spl. Purp. Rev. Bonds (Kaiser
Permanente)
Series 1984-B, 3.70%, tender 9/1/98 1,500,000 1,500,000
IDAHO - 0.3%
Caribou County Poll. Cont. Rev. Rfdg. (Monsanto Co. Proj.) VRDN:
Series 1990, 3.75% 3,600,000 3,600,000
Series 1994-A, 3.75% 3,000,000 3,000,000
Series 1994-B, 3.75% 1,000,000 1,000,000
7,600,000
MUNICIPAL SECURITIES (A) - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
ILLINOIS - 6.3%
Chicago Sales Tax Participating VRDN, Series 1997,
3.80% (Liquidity Facility Bank of New York, NA) (b) $ 2,600,000 $
2,600,000
Chicago School Reform Board Participating VRDN, Series 96-BB,
3.82% (Liquidity Facility Bank of America Nat'l. Trust & Savings) (b)
9,000,000 9,000,000
Chicago Tax Increment Allocation Rev. (Stockyards Southeast Quad)
Series 1996-B,
3.75%, LOC Northern Trust Co., Chicago, VRDN 11,700,000 11,700,000
Chicago Wtr. Participating VRDN, Series PT-129,
3.80% (Liquidity Facility Bayerische Hypotheken-und Wechsel Bank) (b)
8,000,000 8,000,000
Decatur Wtr. Rev. Bonds Series 1985, 3.95% 4/3/98, LOC Sumitomo Bank
Ltd., Japan, CP mode 4,900,000 4,900,000
Dupage Wtr. Commission Rfdg. Participating VRDN, Series 1993,
3.77% (Liquidity Facility Citibank, NA) (b) 13,100,000 13,100,000
Eagle Tax-Exempt Trust (Univ. of Chicago) Series 1985,
3.77% (Liquidity Facility Citibank, NA) (b) 9,500,000 9,500,000
Glendale Heights Participating VRDN,
3.85% (Liquidity Facility Bayerische Hypotheken-und Wechsel Bank) (b)
1,330,000 1,330,000
Illinois Dev. Fin. Auth. Rev. (American College of Surgeons) Series
1996,
3.70%, LOC Northern Trust Co., Chicago, VRDN 13,000,000 13,000,000
Illinois Edl. Facs. Auth. Participating VRDN, Series 1997-U,
3.80% (Liquidity Facility CoreStates Bank) (b) 4,250,000 4,250,000
Illinois Health Facs. Auth. Rev., VRDN:
(Franciscan Eldercare Commty. Svc.) Series 1996-C, 3.75%, LOC LaSalle
Bank 9,800,000 9,800,000
(Lake Forest Hosp. Proj.) 4.50%, LOC First Nat'l. Bank of Chicago
2,625,000 2,625,000
(Methodist Med. Ctr. Proj.) Series 1985-B, 4.30%, LOC Sumitomo Bank
Ltd., Japan 1,300,000 1,300,000
(Rehabilitation Institute of Chicago) Series 1997, 3.75%, LOC Bank of
America, Illinois 13,000,000 13,000,000
Illinois Health Facs. Auth. Participating VRDN, 3.80% (Liquidity
Facility
Rabobank Nederland Coop. Central) (b) 9,700,000 9,700,000
Metropolitan Pier & Exposition Auth. Participating VRDN, Series A,
3.80% (Liquidity Facility Bank of New York, NA) (b) 4,500,000
4,500,000
Northlake Econ. Dev. Rev. (Dominicks Finer Foods, Inc. Proj.) Series
1991-B,
3.80%, LOC First Nat'l. Bank of Chicago, VRDN 2,400,000 2,400,000
Illinois Regional Trans. Auth. Participating VRDN:
Series 1996 SG-82, 3.80% (Liquidity Facility Societe Generale,
France) (b) 10,500,000 10,500,000
Series SG-10, 3.80% (Liquidity Facility Societe Generale, France) (b)
3,600,000 3,600,000
Schaumburg Village Gen. Oblig. Series 1996-A, 3.75% (BPA Credit Swiss
First Boston) VRDN 5,000,000 5,000,000
Winnebago County Rev. (Mill Proj.) Series 1996, 3.75%, LOC BankOne,
Chicago, VRDN 3,235,000 3,235,000
143,040,000
INDIANA - 1.5%
Elkart Commty. Schools TAN 4% 12/31/98 1,600,000 1,602,890
Fort Wayne Econ. Dev. Rev. (Edy's Grand Ice Cream Proj.) Series 1985,
3.775%, LOC Bank of America Nat'l. Trust & Savings, VRDN 3,950,000
3,950,000
Fort Wayne Poll. Cont. Rev. (General Motors Corp. Proj.) 4%, VRDN
4,600,000 4,600,000
Hammond Poll. Cont. Rev. Rfdg. (Amoco Oil Co. Proj.) Series 1994,
3.75%, VRDN 2,135,000 2,135,000
Indiana Health Facs. Auth. Hosp. Rev. (Commty. Hosp. Proj.) Series B,
3.75%, LOC NBD Bank, Detroit, VRDN 7,500,000 7,500,000
Indiana Trans. Fin. Auth. Participating VRDN, Series BTP-218,
3.80% (Liquidity Facility Bankers Trust Co., NY) (b) 5,735,000
5,735,000
Richmond Econ. Dev. Rev. Rfdg. (Friends Fellowship Commty. Proj.)
VRDN:
Series 1993, 3.75%, LOC BankOne, Indiana 3,300,000 3,300,000
Series 1997, 3.75%, LOC BankOne, Indiana 2,200,000 2,200,000
Valparaiso Econ. Dev. Rev. (Indiana Retirement Commty. Proj.)
3.75%, LOC BankOne, Indiana, VRDN 3,700,000 3,700,000
34,722,890
IOWA - 0.1%
Iowa Fin. Auth. Single-Family Hsg. Mtg. Prog. Bonds Series 1998-A,
3.65%, tender 2/24/99 2,200,000 2,200,000
Marshalltown Commty. School Dist. RAN Series 1997, 4.50% 6/24/98
1,000,000 1,001,102
3,201,102
KANSAS - 0.9%
Burlington Poll. Cont. Elec. Pwr. Coop. Rev. Bonds Series 85C-2,
3.60% 7/10/98 (Nat'l. Rural Utilities Coop. Guaranteed) CP mode
1,000,000 1,000,000
La Cygne Envir. Impt. Rev. Rfdg.(Kansas City Pwr. & Lt. Co.) Series
1994:
3.80%, VRDN 4,500,000 4,500,000
3.80%, VRDN 14,440,000 14,440,000
19,940,000
MUNICIPAL SECURITIES (A) - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
KENTUCKY - 0.4%
Jefferson County Poll. Cont. Rev. Rfdg. (Philip Morris Co., Inc.
Proj.) Series 1992, 3.80%, VRDN $ 1,300,000 $ 1,300,000
Jefferson County Poll. Cont. Rev. Bonds (Louisville Gas & Elec. Co.):
Series 1993-A, 3.75% 4/8/98, CP mode 2,000,000 2,000,000
Series 1996-A, 3.65% 9/11/98, CP mode 4,700,000 4,700,000
Louisville & Jefferson County Participating VRDN, Series PT-69,
3.80% (Liquidity Facility Bayerische Hypotheken-und Wechsel Bank) (b)
1,640,000 1,640,000
9,640,000
LOUISIANA - 0.8%
Calcasieu Ind. Dev. Board Poll. Cont. Rev. Rfdg. (PPG Industries)
Series 1992, 3.75%, VRDN 10,000,000 10,000,000
Lafayette Econ. Dev. Auth. Ind. Dev. Rev. Rfdg. (Holt County of
Louisiana Proj.)
4.025%, LOC Morgan Guaranty Trust Co., NY, VRDN 3,970,000 3,970,000
West Baton Rouge Parish Ind. Dist. #3 Rev. Rfdg. Bonds (Dow Chemical
Co. Proj.)
Series 1991, 3.60% 4/8/98, CP mode 3,800,000 3,800,000
17,770,000
MARYLAND - 2.0%
Baltimore Rfdg. Participating VRDN, Series 1993 SG-20, 3.80%
(Liquidity Facility Societe Generale, France) (b) 3,000,000
3,000,000
Maryland Econ. Dev. Corp. Rev. Series 1995, 3.70%, LOC NationsBank,
NA, VRDN 21,900,000 21,900,000
Maryland Health & Higher Ed. Facs., VRDN:
(Charlestown Commty. Issue) Series 1998-A, 3.70%, LOC First Union
Nat'l. Bank 7,000,000 7,000,000
(North Arundel Hosp.) Series 1997-A, 3.70%, LOC Mellon Bank
3,550,000 3,550,000
Maryland Hsg. & Commty. Dev. Participating VRDN, Series 1997-P, 3.82%
(Liquidity Facility Caisse des Depots et Consignations) (b)
9,720,000 9,720,000
45,170,000
MASSACHUSETTS - 1.3%
Massachusetts Gen. Oblig. Participating VRDN, Series 96C2101,
3.82% (Liquidity Facility Citibank, NA) (b) 6,100,000 6,100,000
Massachusetts Health & Edl. Facs. Auth. Rev. (Cap. Asset Prog.) VRDN:
Series B, 3.75% (MBIA Insured) (BPA Credit Swiss First Boston)
1,500,000 1,500,000
Series C, 3.75% (MBIA Insured) (BPA Credit Swiss First Boston)
1,600,000 1,600,000
Massachusetts Tpk. Auth. Participating VRDN:
Series PT-135, 3.77% (Liquidity Facility Banco Santander, SA) (b)
12,200,000 12,200,000
Series PA-181, 3.77% (Liquidity Facility Merrill Lynch & Co., Inc.)
(b) 1,480,000 1,480,000
Series 1997 N, 3.85% (Liquidity Facility Bank of America Nat'l. Trust
& Savings) (b) 6,700,000 6,700,000
29,580,000
MICHIGAN - 0.8%
Grand Rapids Econ. Dev. Corp. Rev. (Holland Home Proj.) Series 1994-B,

3.80%, LOC Old Kent Bank & Trust Co., VRDN 2,250,000 2,250,000
Michigan Hosp. Fin. Auth. Hosp. Rev., VRDN:
Series A, Installment 9, 3.75%, LOC First of America Bank 2,300,000
2,300,000
Series 1995-A, 3.75%, LOC First of America Bank 1,300,000
1,300,000
3.75%, LOC First of America Bank 2,800,000 2,800,000
Michigan Trunk Line Participating VRDN, Series SG-87, 3.80%
(Liquidity Facility Societe Generale, France) (b) 700,000 700,000
Michigan Strategic Fund Rev. (Dow Chemical Co. Proj.) Series 1994,
3.80%, VRDN 3,100,000 3,100,000
Midland County Econ. Dev. Corp. Rev. (Dow Chemical Co. Proj.)
Series 1993-B, 3.85%, VRDN 1,400,000 1,400,000
Tolfree Mem. Hosp. Corp. Hosp. Rev. Series 1997-D, 3.70%, LOC First of
America Bank, VRDN 4,500,000 4,500,000
18,350,000
MINNESOTA - 2.7%
Becker Poll. Cont. Rev. Bonds (Northern States Pwr. Co., Sherburne
County Generator #3)
Series 1993-B, 3.60% 4/7/98, CP mode 5,000,000 5,000,000
Bloomington Multi-Family Hsg. Rev. Rfdg. (Crow/Bloomington Apts.
Proj.) Series 1993,
3.70%, LOC Citibank, NA, VRDN 17,305,000 17,305,000
Mankato Multi-Family Hsg. Rev. Rfdg. (Highland Hills Proj.) Series
1997,
3.65%, LOC US Bank, NA, VRDN 3,485,000 3,485,000
Minneapolis/St. Paul Hsg. & Redev. Auth. Participating VRDN, Series
1996-E, 3.85%
(Liquidity Facility Norwest Bank, NA, Minnesota) (b) 3,250,000
3,250,000
Minnesota Gen. Oblig. Participating VRDN, Series BT-99,
3.80% (BPA Bankers Trust Co., NY) (b) 7,710,000 7,710,000
Minnetonka Multi-Family Hsg. Rev. Rfdg. (Cliffs at Ridgedale Proj.)
Series 1995,
3.70% (Fannie Mae Guaranteed) VRDN 20,900,000 20,900,000
MUNICIPAL SECURITIES (A) - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
MINNESOTA - CONTINUED
North Branch Independent School Dist. #138 Participating VRDN, Series
1996-C,
3.85% (Liquidity Facility Norwest Bank, NA, Minnesota) (b) $ 965,000
$ 965,000
Rochester Health Care Facs. Rev. (Mayo Foundation Proj.) Series
1985-C,
3.85% (Liquidity Facility Rabobank Nederland Coop. Central) VRDN
2,000,000 2,000,000
60,615,000
MISSOURI - 1.1%
Missouri Envir. Impt. & Energy Resources Auth. Rev. Rfdg., VRDN:
(Assoc. Elec. Coop.) Series 1993-M, 3.75% (Nat'l. Rural Util. Coop.
Guaranteed) 13,700,000 13,700,000
(Kansas City Pwr. & Lt. Co.) Series 1992, 3.75% 7,300,000
7,300,000
Missouri Health & Edl. Facs. Rev. (Lutheran Sr. Svcs.) 3.75%, LOC
Lasalle Nat'l. Bank, VRDN 3,000,000 3,000,000
24,000,000
MONTANA - 0.5%
Montana Gen. Oblig. TRAN Series 1997, 4.50% 6/30/98 11,500,000
11,518,213
NEVADA - 0.6%
Clark County School Dist. Participating VRDN:
Series BT-192, 3.80% (Liquidity Facility Bankers Trust Co., NY) (b)
2,800,000 2,800,000
Series SG-62, 3.80% (Liquidity Facility Societe Generale, France) (b)
2,900,000 2,900,000
Nevada Cap. Impt. Participating VRDN, Series BT-236, 3.80%
(Liquidity Facility Bankers Trust Co., NY) (b) 2,100,000 2,100,000
Nevada Gen. Oblig. Participating VRDN, Series SGB-20, 3.80%
(Liquidity Facility Societe Generale, France) (b) 5,815,000
5,815,000
13,615,000
NEW JERSEY - 1.3%
New Jersey Gen. Oblig. Series 1998A, CP:
3.50% 4/1/98 (Liquidity Facility Bank of Nova Scotia) 26,300,000
26,300,000
3.55% 4/7/98 (Liquidity Facility Bank of Nova Scotia) 4,000,000
4,000,000
30,300,000
NEW MEXICO - 1.1%
Farmington Gen. Oblig. Participating VRDN, Series A PT-133, 3.80%
(Liquidity Facility Credit Swiss First Boston) (b) 25,695,000
25,695,000
NEW YORK - 2.0%
New York City Gen. Oblig. RAN Series 1988-A, 4.50% 6/30/98
30,400,000 30,446,363
New York City Metropolitan Trans. Auth. Commuter Facs. Participating
VRDN, Series 1997P,
3.65% (Liquidity Facility CoreStates Bank) (b) 1,500,000 1,500,000
New York State Local Gov't. Assistance Corp. Participating VRDN,
Series 1997 SG-99,
3.75% (Liquidity Facility Societe Generale, France) (b) 10,500,000
10,500,000
New York State Urban Dev. Corp. Participating VRDN, Series SG-33,
3.75% (Liquidity Facility Societe Generale, France) (b) 2,300,000
2,300,000
44,746,363
NEW YORK & NEW JERSEY - 0.1%
New York & New Jersey Gen Oblig. Series 3, 3.70% (BPA Morgan Guaranty
Trust Co., NY) VRDN 2,800,000 2,800,000
NORTH CAROLINA - 0.9%
North Carolina Ed. Facs. Fin. Agcy. (Brevard College Corp.) Series
1997,
3.55%, LOC Wachovia Bank, NA, VRDN 8,800,000 8,800,000
North Carolina Med. Care Commission Health Care Facs. Rev. Bonds (St.
Joseph of the Pines)
3.60%, tender 6/1/98, LOC Wachovia Bank, NA 8,100,000 8,100,000
North Carolina Med. Care Commty. Hosp. Rev. (Lexington Mem. Hosp.
Proj.)
3.85%, LOC First Union Nat'l. Bank, VRDN 2,700,000 2,700,000
19,600,000
OHIO - 1.6%
Cleveland School Dist. Participating VRDN, 3.80% (Liquidity Facility
Bankers Trust Co., NY) (b) 3,100,000 3,100,000
Cuyahoga County Health Care Facs. Rev. (Benjamin Rose Institute Proj.)
Series 1995-B,
3.70%, LOC Key Bank, Nat'l. Assoc., VRDN 1,900,000 1,900,000
Franklin County Ind. Dev. Rev. Rfdg. (Alco Standard Corp. Proj.)
Series 1994,
3.75%, LOC NationsBank, NA, VRDN 1,700,000 1,700,000
Hamilton County Hosp. Facs. Rev., VRDN:
(Childrens Hosp. Med. Ctr.) Series 1997-A, 3.80%, LOC PNC Bank, Ohio
3,000,000 3,000,000
(Health Alliance of Cincinnati) Series 1997-A, 3.65% (MBIA Insured)
(Liquidity Facility Credit Swiss First Boston) 19,300,000
19,300,000
Lucas County (The Toledo Zoological Society) 3.64%, LOC Key Bank,
Nat'l. Assoc., VRDN 3,000,000 3,000,000
MUNICIPAL SECURITIES (A) - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
OHIO - CONTINUED
Marion County Hosp. Rev. Series 1992, 3.75%, LOC BankOne, Akron, VRDN
$ 1,210,000 $ 1,210,000
Medina County Health Care Facs. Rev. (Oaks at Medina Proj.) Series B,
3.75%, LOC BankOne, VRDN 3,000,000 3,000,000
36,210,000
PENNSYLVANIA - 7.0%
Allegheny County Higher Ed. Bldg. Auth. (Robert Morris College) 3.80%,
LOC PNC Bank, VRDN 3,750,000 3,750,000
Allegheny County Ind. Dev. Auth. Rev., VRDN:
(Jewish Home & Hosp. for Aged) Series 1996-B, 3.80%, LOC PNC Bank
4,140,000 4,140,000
Rfdg. (North Versailles Shopping Ctr.) Series 1992, 3.75%, LOC
BankOne, Columbus 3,325,000 3,325,000
Beaver County Ind. Dev. Auth. Poll. Cont. Rev. Bonds (Duquesne Lt. Co.
Proj.) Series 1994,
3.60% 4/8/98, LOC Swiss Bank Corp., CP mode 2,600,000 2,600,000
Berks County Ind. Dev. Auth., VRDN:
Ind. Dev. Rev. (Continental Assurance Co. Proj.) Series 1982,
3.45% (Continental Casualty Co. Guaranteed) 1,500,000 1,500,000
Rev. (Lutheran Home at Topton Proj.) Series 1993-B, 3.60%, LOC
Meridian Bank, NA 8,700,000 8,700,000
Dallastown Area School Dist. Gen. Oblig. Series 1998,
3.75% (FGIC Insured) (BPA FGIC Security Purchase, Inc.) VRDN
5,000,000 5,000,000
Dauphin County Hosp. Auth. (All-Health Pooled Fin. Prog.) Series
1997-A,
3.75% (FSA Insured) (Liquidity Facility Credit Swiss First Boston)
VRDN 38,690,000 38,690,000
Dauphin County School Dist. Gen. Oblig. 3.75% (AMBAC Insured)
(BPA Bank of Nova Scotia, Commerzbank, AG) VRDN 16,400,000
16,400,000
Delaware County Hosp. Auth. Rev. (Crozer-Chester Med. Ctr.) Series
1996,
3.58%, LOC Kredietbank NV, VRDN 4,900,000 4,900,000
Delaware Valley Reg'l. Fin. Auth. Local Gov't. Rev. Series 1985-B,
3.65%, LOC Credit Swiss First Boston, VRDN 8,500,000 8,500,000
Lancaster Higher Ed. Auth. College Rev. (Franklin & Marshall College)
3.80% (BPA Chase Manhattan Bank) VRDN 10,805,000 10,805,000
Lehigh County Ind. Dev. Rev. (The Keebler Co.) Series 1992,
3.70%, LOC Bank of Nova Scotia, VRDN 3,940,000 3,940,000
North Lebanon Township (Grace Commty., Inc. Proj.) Series 1992-B,
3.60%, LOC CoreStates Bank, VRDN 1,425,000 1,425,000
North Pennsylvania Wtr. Auth. Participating VRDN, Series SGA-30,
3.80% (Liquidity Facility Societe Generale, France) (b) 4,000,000
4,000,000
Pennsylvania Econ. Dev. Auth. (Foxdale Village Proj.) Series 1989-C,
3.80%, LOC PNC Bank, VRDN 2,200,000 2,200,000
Pennsylvania Higher Ed. Facs. (Allegheny Delaware Valley Proj.) Series
1996-D,
3.70%, LOC PNC Bank, VRDN 6,300,000 6,300,000
Philadelphia Gen. Oblig. TRAN Series A 1997-98, 4.50% 6/30/98
10,100,000 10,111,970
Philadelphia Redev. Auth. School Rev. (School for the Deaf) 3.75%, LOC
PNC Bank, VRDN 3,500,000 3,500,000
Philadelphia School Dist. Participating VRDN, Series 1997-W,
3.80% (Liquidity Facility CoreStates Bank) (b) 3,000,000 3,000,000
Scranton-Lackawanna Health & Welfare Auth. (Elan Gardens Proj.) Series
1996,
3.80%, LOC PNC Bank, VRDN 3,400,000 3,400,000
South Fork Muni. Auth. Hosp. Rev. (Lee Hosp. Proj.) Series 1993-B,
3.80%, LOC PNC Bank, VRDN 5,215,000 5,215,000
Titusville Gen. Oblig. Participating VRDN, Series 1997,
3.80% (Liquidity Facility Merrill Lynch & Co., Inc.) (b) 2,495,000
2,495,000
West Cornwall Muni. Auth. (Lebanon Valley Brethren Home)
3.60%, LOC CoreStates Bank, VRDN 875,000 875,000
York Fin. Rev. Series 1996, 3.80%, LOC First Union Nat'l. Bank, VRDN
4,000,000 4,000,000
158,771,970
RHODE ISLAND - 0.1%
Rhode Island Health & Edl. Bldg. Rev. (Providence Country Day School)
Series 1996,
3.75%, LOC Fleet Nat'l. Bank, VRDN 1,995,000 1,995,000
SOUTH CAROLINA - 2.3%
South Carolina Cap. Impt. Participating VRDN, Series BT-27,
3.85% (Liquidity Facility Automatic Data Processing, Inc.) (b)
1,326,000 1,326,000
South Carolina Econ. Dev. Auth., VRDN:
Hosp. Rev. (St. Francis Hosp.) 3.75%, LOC Chase Manhattan Bank
5,000,000 5,000,000
Healthcare Facs. Rev.:
(Greenville Baptist Proj.) 3.65%, LOC Wachovia Bank, NA 10,400,000
10,400,000
(Methodist Home Proj.) Series 1994, 3.75%, LOC NationsBank, NA
5,600,000 5,600,000
South Carolina Hsg. Fin. & Dev. Auth. Multi-Family Hsg. Rev. Rfdg.,
VRDN:
(Charleston Oxford) Series 1990-B, 3.85% (Continental Casualty Co.
Guaranteed) 10,180,000 10,180,000
MUNICIPAL SECURITIES (A) - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
SOUTH CAROLINA - CONTINUED
(Greenville Oxford) Series 1990-A, 3.85% (Continental Casualty Co.
Guaranteed) $ 4,855,000 $ 4,855,000
(Richland Oxford) Series 1990-C, 3.85% (Continental Casualty Co.
Guaranteed) 5,130,000 5,130,000
South Carolina Pub. Svc. Auth. Participating VRDN, Series 1996,
3.77% (Liquidity Facility Chase Manhattan Bank) (b) 6,900,000
6,900,000
Walhalla Rev. Rfdg. (Avondale Mills, Inc. Proj.) Series 1990, 3.70%,
LOC SunTrust Bank, Atlanta, VRDN 1,800,000 1,800,000
51,191,000
TENNESSEE - 5.1%
Clarksville Pub. Bldg. Auth. Pooled Fing. Rev., VRDN:
(City of Murfreesboro Loan) 3.70%, LOC NationsBank, Tennessee
4,000,000 4,000,000
Series 1994, 3.70%, LOC NationsBank, Tennessee 1,100,000 1,100,000
Series 1995, 3.70%, LOC NationsBank, NA 36,300,000 36,300,000
3.70%, LOC NationsBank, NA 5,000,000 5,000,000
Jackson Health & Hsg. Multi-Family Hsg. Rev. Rfdg. (Post House North
Apts. Proj.)
3.85%, LOC SouthTrust Bank, Alabama, VRDN 3,680,000 3,680,000
Knoxville Participating VRDN, Series BT-57, 3.85%
(Liquidity Facility Automatic Data Processing, Inc.) (b) 3,540,000
3,540,000
Memphis Ctr. Fin. Corp. Rev. (Arbors of Hbr. Town Proj.) Series 1990,
3.50% (Northwestern Mutual Life Insurance Co. Guaranteed) VRDN
3,700,000 3,700,000
Memphis Gen. Impt. Participating VRDN, Series 1996, 3.80%
(Liquidity Facility Societe Generale, France) (b) 3,730,000
3,730,000
Metropolitan Gov't. of Nashville & Davidson County Gen. Oblig.
Participating VRDN,
Series SG-11, 3.80% (Liquidity Facility Societe Generale, France) (b)
2,100,000 2,100,000
Metropolitan Gov't. of Nashville & Davidson County Health & Ed. Facs.,
VRDN:
Multi-Family Hsg. Rev. (Brentwood Oaks Apts.) 3.75%
(Northwestern Mutual Life Insurance Co. Guaranteed) 2,920,000
2,920,000
Rev. (McKendree Village, Inc. Proj.) 3.70%, LOC SunTrust Bank,
Nashville 5,000,000 5,000,000
Metropolitan Gov't. of Nashville & Davidson County Pooled Loan Ed.
Prog. Rev. Series A,
3.70%, LOC NationsBank, Tennessee, VRDN 4,380,000 4,380,000
Montgomery County Pub. Bldg. Auth. Rev., VRDN:
Series 1995, 3.70%, LOC NationsBank, Tennessee 32,070,000
32,070,000
3.70%, LOC NationsBank, Tennessee 2,500,000 2,500,000
Sevier County Gen. Oblig., VRDN:
Series D1, 3.70% (AMBAC Insured) (Liquidity Facility Kredietbank NV)
1,500,000 1,500,000
Series D2, 3.70% (AMBAC Insured) (Liquidity Facility Kredietbank NV)
4,000,000 4,000,000
115,520,000
TEXAS - 17.1%
Amarillo Health Facs. Corp. (Sears Panhandle Retirement Corp.) 3.80%,
LOC Texas Commerce Bank, NA, Houston, VRDN 1,200,000 1,200,000
Austin Combined Util. Sys. Series A, 3.80% 4/9/98, LOC Morgan Guaranty
Trust Co., NY, CP 5,000,000 5,000,000
Austin Higher Ed. Auth. (St. Edward's Univ.) Series 1995, 3.75%, LOC
NationsBank, Texas, VRDN 12,200,000 12,200,000
Austin Hsg. Fin. Corp. Multi-Family Hsg. Rev. (Riverchase Proj.)
Series 1985-A,
4%, LOC Household Finance Corp., VRDN 6,000,000 6,000,000
Austin Independent School Dist. adj. rate TRAN:
4.24% 8/31/98 (c) 2,990,000 2,990,000
4.24% 8/31/98 (c) 1,150,000 1,150,000
4.24% 8/31/98 (c) 1,610,000 1,610,000
Brazos Hbr. Ind. Dev. Corp. Bonds (Dow Chemical Co. Proj.) Series
1986,
3.65% 6/1/98, CP mode 1,500,000 1,500,000
Brazos River Hbr. Navigation Dist. of Brazoria County Rev. Bonds
Series 1991,
3.45% 4/6/98, CP mode 13,900,000 13,900,000
Coastal Wtr. Auth of Texas Wtr. Conveyance Sys. Participating VRDN,
3.82% (Liquidity Facility Caisse des Depots et Consignations) (b)
6,195,000 6,195,000
Dallas-Fort Worth Reg. Arpt. Participating VRDN, Series SG-5, 3.80%
(Liquidity Facility Societe Generale, France) (b) 1,710,000
1,710,000
Dallas Area Rapid Transit Sales Tax Rev. Bonds Series A, 3.80%
4/16/98,
LOC Bayerische Landesbank Girozentale, Union Bank of Switzerland,
Westdeutsche Landesbank Girozentrale, CP mode 11,000,000 11,000,000
Denton Util. Sys. Rfdg. Participating VRDN, Series SG-32, 3.80%
(Liquidity Facility Societe Generale, France) (b) 1,000,000
1,000,000
Farmers Branch Ind. Dev. Corp. Rev. Rfdg. (PPG Ind., Inc. Proj.)
Series 1992, 3.75%, VRDN 3,700,000 3,700,000
Goose Creek Consolidated Independent School Dist. adj. rate TRAN:
4.24% 8/28/98 (c) 1,775,000 1,775,000
4.24% 8/28/98 (c) 1,250,000 1,250,000
Grapevine-Colleyville Independent School Dist. Participating VRDN,
Series SG-69,
3.80% (Liquidity Facility Society Generale, France) (b) 6,575,000
6,575,000
MUNICIPAL SECURITIES (A) - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
TEXAS - CONTINUED
Greater East Texas Higher Ed. Auth. Student Loan Rev. Rfdg. Bonds
Series 1992-A,
4.05%, tender 9/1/98, LOC Student Loan Marketing Assoc. $ 10,200,000
$ 10,200,000
Guadalupe Blanco River Auth. Poll. Cont. Rev. Rfdg. (Central Pwr. &
Lt. Co.)
3.80%, LOC ABN-AMRO Bank NV, VRDN 2,950,000 2,950,000
Harris County Health Facs. Dev. Corp. Rev., VRDN:
(Aces Greater Houston Pooled Health) Series1985-A,
3.75%, LOC Texas Commerce Bank, NA, Houston 3,600,000 3,600,000
(School Health Care Sys.) Series 1997-C,
3.70% (BPA Credit Swiss First Boston) 2,500,000 2,500,000
(St. Lukes Hosp.) Series A, 3.75% (BPA Morgan Guaranty Trust Co., NY)
15,000,000 15,000,000
Harris County Toll Tax Series 1994B, 3.65% (BPA Morgan Guaranty Trust
Co., NY) VRDN 12,325,000 12,325,000
Houston Gen. Oblig. TRAN Series 1997-A:
4.118% 4/15/98 (c) 1,250,000 1,250,000
4.126% 4/15/98 (c) 3,250,000 3,250,000
Houston Hsg. Fin. Corp. Single Family Mtg. Participating VRDN, Series
PT-1,
3.80% (Liquidity Facility Banque Nationale de Paris) (b) 10,335,000
10,335,000
Houston Participating VRDN, Series SG-28, 3.80% (Liquidity Facility
Societe Generale, France) (b) 4,000,000 4,000,000
Houston Wtr. & Swr. Sys.:
Series A, CP:
3.50% 4/1/98, LOC Westdeutsche Landesbank Girozentrale, Credit Swiss
First Boston 9,300,000 9,300,000
3.25% 4/6/98, LOC Westdeutsche Landesbank Girozentrale, Credit Swiss
First Boston 3,500,000 3,500,000
3.70% 8/3/98, LOC Westdeutsche Landesbank Girozentrale, Credit Swiss
First Boston 5,300,000 5,300,000
Participating VRDN:
Series 1998, 3.80% (Liquidity Facility Bank of New York, NA) (b)
10,100,000 10,100,000
3.80% (Liquidity Facility Bank of New York, NA) (b) 7,000,000
7,000,000
Series SG-24, 3.80% (Liquidity Facility Societe Generale, France)
(b) 1,000,000 1,000,000
Lower Colorado River Auth. Elec. Participating VRDN, Series 59, 3.85%
(Liquidity Facility Automatic Data Processing, Inc.) (b) 8,200,000
8,200,000
Matagorda County Navigation Dist #1 Participating VRDN, Series 1989-C,

3.82% (Liquidity Facility Caisse des Depots et Consignations) (b)
4,880,000 4,880,000
North Central Texas Health Facs. Dev. Corp. Hosp. Rev. Bonds
(Methodist Hosp. of Dallas)
Series 1991 A, 3.75% 4/9/98 (MBIA Insured) (BPA Rabobank Nederland
Coop. Central) CP mode 12,400,000 12,400,000
Plano Health Facs. Dev. Corp. Hosp. Rev. Bonds (Childrens &
Presbyterian Healthcare Ctr.)
3.60% 4/8/98 (MBIA Insured) (BPA Texas Commerce Bank, NA, Houston) CP
mode 2,000,000 2,000,000
Port Arthur Navigation Dist. Poll. Cont. Rev. Rfdg. (Texaco, Inc.
Proj.) Series 1994, 3.80%, VRDN 1,300,000 1,300,000
San Antonio Elec. & Gas Sys. Participating VRDN, Series 1997:
3.80% (Liquidity Facility Societe Generale, France) (b) 17,200,000
17,200,000
3.80% (Liquidity Facility Societe Generale, France) (b) 8,280,000
8,280,000
San Antonio Elec. & Gas Sys. Rev. Series A, CP:
3.60% 4/6/98 3,300,000 3,300,000
3.40% 4/17/98 1,600,000 1,600,000
San Antonio Hotel Occupancy Tax Participating VRDN, Series SG-51,
3.80% (Liquidity Facility Societe Generale, France) (b) 2,100,000
2,100,000
San Antonio Participating VRDN, Series 1996, 3.82% (Liquidity Facility
Citibank, NA) (b) 7,500,000 7,500,000
Southwest Higher Ed. Auth. Rev. (Southern Methodist Univ.) 3.80%,
LOC Morgan Guaranty Trust Co., NY, J.P. Morgan, Delaware, VRDN
2,000,000 2,000,000
Tarrant County Health Facs. Dev. Corp. Rev. (Adventist Health Sys.
Sunbelt)
Series 1996-A, 3.75%, LOC SunTrust Bank, Orlando, VRDN 3,940,000
3,940,000
Texas A&M Univ. Sys. Permanent Univ. Sub Lien Notes 3.50% 4/7/98
(Liquidity Facility Morgan Guaranty Trust Co., NY) CP mode 5,800,000
5,800,000
Texas A&M Univ. Sys. Participating VRDN, Series SG-21,
3.80% (Liquidity Facility Societe Generale, France) (b) 1,400,000
1,400,000
Texas A&M Univ. Participating VRDN, Series 15, 3.80% (BPA Bankers
Trust Co., NY) (b) 5,445,000 5,445,000
Texas Dept. of Hsg. & Commty. Affairs Participating VRDN, Series PT-9,

3.80% (Liquidity Facility Commerzbank, AG) (b) 3,040,000 3,040,000
Texas Gen. Oblig. Series 1997-B, 3.55% 4/22/98, CP 11,700,000
11,700,000
Texas Gen. Oblig. TRAN 4.75% 8/31/98 66,700,000 66,958,770
Texas Hsg. & Commty. Participating VRDN, Series PA-126, 3.80%
(Liquidity Facility Merrill Lynch & Co., Inc.) (b) 3,725,000
3,725,000
Texas Muni. Pwr. Agcy. Rev. 3.50% 4/14/98, CP 11,100,000 11,100,000
Texas Pub. Fin. Auth. Participating VRDN:
Series 1996-CB2, 3.80% (Liquidity Facility Chase Manhattan Bank) (b)
2,300,000 2,300,000
Series 97C4301, 3.77% (Liquidity Facility Citibank, NA) (b)
4,800,000 4,800,000
Texas Wtr. Dev. Board Participating VRDN, Series SGA-23, 3.80%
(Liquidity Facility Societe Generale, France) (b) 1,900,000
1,900,000
Univ. of Texas Sys. Permanent Univ. Fund Bonds:
Series A, 3.80% 4/9/98 (Liquidity Facility Bayerische Landesbank
Girozentrale) CP mode 7,220,000 7,220,000
3.60% 4/7/98 (Liquidity Facility Bayerische Landesbank Girozentrale)
CP mode 7,220,000 7,220,000
387,673,770
MUNICIPAL SECURITIES (A) - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
UTAH - 1.4%
Emery County Poll. Cont. Rev. Rfdg. (Pacificorp. Proj.) Series 1994,
3.80% (AMBAC Insured) (BPA Bank of Nova Scotia) VRDN $ 1,300,000 $
1,300,000
Intermountain Pwr. Agcy. Rev. Series 1997-B:
3.50% 4/1/98 (Liquidity Facility Bank of Nova Scotia) CP 6,400,000
6,400,000
3.50% 4/6/98 (Liquidity Facility Bank of Nova Scotia) CP 5,600,000
5,600,000
Intermountain Pwr. Agcy. Rev. Rfdg. Bonds Series E, 3.50% 4/28/98,
LOC Bank of America Nat'l. Trust & Savings, CP mode 1,600,000
1,600,000
Intermountain Pwr. Agcy. Pwr. Supply Rfdg. Participating VRDN, Series
96C4402,
3.82% (Liquidity Facility Citibank, NA) (b) 4,800,000 4,800,000
Intermountain Pwr. Agcy. Rev. Bonds Series F, 3.65% 9/11/98 (AMBAC
Insured)
(BPA Union Bank of Switzerland) CP mode 2,300,000 2,300,000
Taylorsville Ind. Dev. Rev. (BDS Hermes Assoc. Proj.) 3.75%, LOC
BankOne, Arizona, VRDN 5,145,000 5,145,000
Timpanogos Spl. Svc. Dist. Participating VRDN, Series SG-83,
3.80% (Liquidity Facility Societe Generale, France) (b) 4,800,000
4,800,000
31,945,000
VIRGINIA - 5.8%
Chesapeake Ind. Dev. Auth. Poll. Cont. Rev. Bonds (Virginia Elec. Pwr.
Co.)
Series 1985, 3.60% 9/11/98, CP mode 1,100,000 1,100,000
Chesterfield County Ind. Dev. Auth. Poll. Cont. Rev. Bonds (Virginia
Elec. Pwr. Co.):
Series 1985, 3.80% 5/15/98, CP mode 2,400,000 2,400,000
Series 1987A:
3.10% 4/2/98, LOC Bank of Tokyo-Mitsubishi Ltd. (Liquidity Facility
Bank of New York, NA,
NationsBank, NA, Sanwa Bank Ltd.) CP mode 14,000,000 14,000,000
3.65% 7/17/98, LOC Bank of Tokyo-Mitsubishi Ltd. (Liquidity Facility
Bank of New York, NA,
NationsBank, NA, Sanwa Bank Ltd.) CP mode 2,350,000 2,350,000
Series B:
3.50% 6/11/98, CP mode 1,500,000 1,500,000
3.60% 7/10/98, CP mode 4,000,000 4,000,000
3.60% 7/13/98, CP mode 5,000,000 5,000,000
3.60% 7/14/98, CP mode 2,985,000 2,985,000
3.60% 7/16/98, CP mode 2,000,000 2,000,000
Fairfax County Public Impt. Participating VRDN, Series PA-149, 3.80%
(Liquidity Facility Merrill Lynch & Co., Inc.) (b) 5,590,000
5,590,000
Louisa County Ind. Dev. Auth. Rev. Series 1995, 3.70%, LOC
NationsBank, NA, VRDN 620,000 620,000
Louisa Ind. Dev. Auth Poll. Cont. Rev. Bonds (Virginia Elec. Pwr.
Co.):
Series 1985:
3.55% 4/1/98, CP mode 18,900,000 18,900,000
3.60% 7/10/98, CP mode 3,900,000 3,900,000
3.60% 7/10/98, CP mode 4,800,000 4,800,000
3.60% 7/13/98, CP mode 8,000,000 8,000,000
3.60% 7/16/98, CP mode 2,700,000 2,700,000
3.60% 7/16/98, CP mode 2,500,000 2,500,000
Prince William County Ind. Dev. Auth. Poll. Cont. Rev. Bonds (Virginia
Elec. Pwr. Co.):
3.80% 5/15/98, CP mode 1,700,000 1,700,000
3.10% 4/2/98, CP mode 1,100,000 1,100,000
Richmond Gen. Oblig. Series B, VRDN:
3.70%, LOC NationsBank, NA 11,730,000 11,730,000
3.70%, LOC NationsBank, NA 20,100,000 20,100,000
Roanoke Ind. Dev. Auth. Hosp. Rev. (Carilion Health Sys.) Series
1997-B,
3.85% (Liquidity Facility NationsBank, NA) VRDN 3,500,000 3,500,000
Virginia Gen. Oblig. Series 1997, 3.60% 4/8/98, CP 3,000,000
3,000,000
Virginia Hsg. Dev. Auth. Hsg. Rev. (AHC Svc. Corp.) Series 1987-A,
4.10%,
LOC Bank of Tokyo-Mitsubishi Ltd., VRDN 6,200,000 6,200,000
York County Ind. Dev. Rev. Rfdg. (Philip Morris Co., Inc. Proj.)
Series 1992, 3.80%, VRDN 1,000,000 1,000,000
130,675,000
WASHINGTON - 4.5%
Washington Gen. Oblig. Participating VRDN, Series 1993-C,
3.82% (Liquidity Facility Citibank, NA) (b) 21,700,000 21,700,000
Washington State Motor Vehicle Fuel Tax Participating VRDN, Series
964701,
3.82% (Liquidity Facility Citibank, NA) (b) 17,200,000 17,200,000
Kent Gen. Oblig. Participating VRDN, Series SGA-27,
3.80% (Liquidity Facility Societe Generale, France) (b) 4,100,000
4,100,000
Seattle Ltd. Tax Gen. Oblig. Participating VRDN, Series SG-12,
3.80% (Liquidity Facility Societe Generale, France) (b) 7,400,000
7,400,000
MUNICIPAL SECURITIES (A) - CONTINUED
PRINCIPAL VALUE
AMOUNT (NOTE 1)
WASHINGTON - CONTINUED
Washington Gen. Oblig. Participating VRDN:
Series SGA-37, 3.80% (Liquidity Facility Societe Generale, France)
(b) $ 7,000,000 $ 7,000,000
Series 125, 3.80% (BPA Bankers Trust Co., NY) (b) 9,575,000
9,575,000
Series 195, 3.80% (Liquidity Facility Bankers Trust Co., NY) (b)
3,100,000 3,100,000
Series SGA-34, 3.80% (Liquidity Facility Societe Generale, France)
(b) 8,335,000 8,335,000
Series SGA-36, 3.80% (Liquidity Facility Societe Generale, France)
(b) 2,000,000 2,000,000
Washington Gen. Oblig. Participating VRDN, Series 1996, 3.82%
(Liquidity Facility Citibank, NA) (b) 9,900,000 9,900,000
Washington Pub. Pwr. Supply Sys. Participating VRDN, Series BT-61,
3.95% (Liquidity Facility Automatic Data Processing, Inc.) (b)
1,200,000 1,200,000
Washington Pub. Pwr. Supply Sys. Elec. Rev. Rfdg., VRDN:
Series 1993 3A-2, 3.625%, LOC Bank of America Nat'l. Trust & Savings
5,500,000 5,500,000
Series 1993-3A-3, 3.625%, LOC Nat'l. Westminster Bank, PLC
4,880,000 4,880,000
101,890,000
WEST VIRGINIA - 0.3%
Cabell County Nursing & Rehab Rev. Series 1993, 3.75%, LOC
NationsBank, NA, VRDN 1,985,000 1,985,000
Kanawha County Commercial Dev. Rev. Rfdg. (McJunkin Corp. Proj.)
Series 1991,
3.75%, LOC NationsBank, NA, VRDN 3,735,000 3,735,000
5,720,000
WISCONSIN - 1.4%
Elkhorn Area School Dist. BAN 4.25% 4/1/98 565,000 565,020
Milwaukee School Dist. RAN 4.25% 8/27/98 8,800,000 8,814,114
Rothschild Village Poll. Cont. Rev. (Weyherhaeuser Co. Proj.) Series
1982, 3.75%, VRDN 2,400,000 2,400,000
Wausau School Dist. TRAN 4.25% 9/16/98 5,900,000 5,908,360
Wisconsin Gen. Oblig. Participating VRDN, Series 1992, 3.80%
(Liquidity Facility Bankers Trust Co., NY) (b) 3,400,000 3,400,000
Wisconsin Health & Edl. Facs.:
(Alexian Village of Milwaukee) 3.95% 4/3/98 (LOC Sumitomo Bank Ltd.,
Japan) CP mode 3,000,000 3,000,000
(Felician Svc., Inc.) 3.70% (AMBAC Insured) (BPA First Nat'l. Bank of
Chicago) VRDN 8,600,000 8,600,000
32,687,494
WYOMING - 0.2%
Wyoming Commty. Dev. Auth. Participating VRDN, Series 1997 1 & 3,
3.80% (Liquidity Facility Bayerische Hypotheken-und Wechsel Bank) (b)
2,540,000 2,540,000
Wyoming Gen. Oblig. TRAN 4.25% 6/26/98 2,100,000 2,102,008
4,642,008
MULTIPLE STATES - 0.4%
Stephens Equity Trust I Participating VRDN, Series 1996, 3.82%,
LOC Bayerische Hypotheken-und Wechsel Bank (b) 11,000,000
11,000,000
TOTAL INVESTMENTS - 100% $ 2,269,845,084
Total Cost for Income Tax Purposes $ 2,269,845,348
SECURITY TYPE ABBREVIATIONS
BAN - Bond Anticipation Notes
CP - Commercial Paper
RAN - Revenue Anticipation Notes
TAN - Tax Anticipation Notes
TRAN - Tax and Revenue Anticipation Notes
VRDN - Variable Rate Demand Notes
LEGEND
(a) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
(b) Provides evidence of ownership in one or more underlying municipal
bonds.
(c) Restricted securities - Investment in securities not registered
under the Securities Act of 1933 (see Note 2 of Notes to Financial
Statements).
Additional information on each holding is as follows:
ACQUISITION
SECURITY DATE COST
Austin Independent
School Dist. adj. TRAN:
4.24%, 8/31/98 11/19/97 $2,990,000
4.24%, 8/31/98 12/2/97 $1,150,000
4.24%, 8/31/98 11/10/97 $1,610,000
Goose Creek
Consolidated
Independent School
Dist. adj. TRAN:
4.24%, 8/28/98 12/10/97 $1,775,000
4.24%, 8/28/98 11/12/97 $1,250,000
Houston Gen.
Oblig. TRAN
Series 1997-A:
4.118%, 4/15/98 10/29/97 $1,250,000
4.126%, 4/15/98 11/5/97 $3,250,000
OTHER INFORMATION
At the end of the period, restricted securities (excluding 144A
issues) amounted to $13,275,000 or 0.6% of net assets (see Note 2 of
Notes to Financial Statements).
INCOME TAX INFORMATION
At May 31, 1997, the fund had a capital loss carryforward of
approximately $496,000 all of which will expire on May 31, 2005.
FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS: TAX-EXEMPT
FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
MARCH 31, 1998

ASSETS

INVESTMENT IN SECURITIES, AT VALUE - SEE ACCOMPANYING SCHEDULE $ 2,269,845,084

CASH 262,539

INTEREST RECEIVABLE 17,901,013

TOTAL ASSETS 2,288,008,636

LIABILITIES

PAYABLE FOR INVESTMENTS PURCHASED $ 78,896,849

DISTRIBUTIONS PAYABLE 4,626,947

ACCRUED MANAGEMENT FEE 319,859

DISTRIBUTION FEES PAYABLE 11,811

OTHER PAYABLES AND 168,105
ACCRUED EXPENSES

TOTAL LIABILITIES 84,023,571

NET ASSETS $ 2,203,985,065

NET ASSETS CONSIST OF:

PAID IN CAPITAL $ 2,204,241,197

ACCUMULATED NET REALIZED GAIN (LOSS) ON INVESTMENTS (256,132)

NET ASSETS $ 2,203,985,065

CLASS I: $1.00
NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($2,135,883,801 (DIVIDED BY)
2,136,132,019 SHARES)

CLASS II: $1.00
NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($30,829,342 (DIVIDED BY)
30,832,925 SHARES)

CLASS III: $1.00
NET ASSET VALUE, OFFERING PRICE
AND REDEMPTION PRICE PER
SHARE ($37,271,922 (DIVIDED BY)
37,276,253 SHARES)

STATEMENT OF OPERATIONS
YEAR ENDED MARCH 31, 1998

INTEREST INCOME $ 85,459,254

EXPENSES

MANAGEMENT FEE $ 4,572,721

TRANSFER AGENT FEES

CLASS I 582,299

CLASS II 10,962

CLASS III 10,846

DISTRIBUTION FEES

CLASS II 62,927

CLASS III 97,356

ACCOUNTING FEES AND EXPENSES 288,482

NON-INTERESTED TRUSTEES' COMPENSATION 14,589

CUSTODIAN FEES AND EXPENSES 126,580

REGISTRATION FEES

CLASS I 164,333

CLASS II 54,659

CLASS III 48,767

AUDIT 58,019

LEGAL 12,750

TOTAL EXPENSES BEFORE REDUCTIONS 6,105,290

EXPENSE REDUCTIONS (1,416,150) 4,689,140

NET INTEREST INCOME 80,770,114

REALIZED AND UNREALIZED GAIN (LOSS) 143,752
NET REALIZED GAIN (LOSS) ON
INVESTMENT SECURITIES

INCREASE (DECREASE) IN NET (104)
UNREALIZED GAIN FROM ACCRETION
OF DISCOUNT

NET GAIN (LOSS) ON INVESTMENTS 143,648

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 80,913,762

STATEMENT OF CHANGES IN NET ASSETS
INCREASE (DECREASE) IN NET ASSETS YEAR ENDED YEAR ENDED
MARCH 31, MARCH 31,
1998 1997
OPERATIONS $ 80,770,114 $ 71,100,888
NET INTEREST INCOME

NET REALIZED GAIN (LOSS) 143,752 (408,602)

INCREASE (DECREASE) IN NET UNREALIZED GAIN FROM ACCRETION OF DISCOUNT (104) 104

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS 80,913,762 70,692,390

DISTRIBUTIONS TO SHAREHOLDERS FROM:
NET INTEREST INCOME

CLASS I (78,055,074) (66,743,867)

CLASS II (1,433,516) (3,926,325)

CLASS III (1,281,524) (430,696)

TOTAL DISTRIBUTIONS (80,770,114) (71,100,888)

SHARE TRANSACTIONS - NET INCREASE (DECREASE) AT NET ASSET VALUE OF $1.00 PER SHARE:

CLASS I 113,557,163 215,665,722

CLASS II (29,425,399) 59,290,424

CLASS III 10,958,613 25,329,175

TOTAL SHARE TRANSACTIONS 95,090,377 300,285,321

TOTAL INCREASE (DECREASE) IN NET ASSETS 95,234,025 299,876,823

NET ASSETS

BEGINNING OF PERIOD 2,108,751,040 1,808,874,217

END OF PERIOD $ 2,203,985,065 $ 2,108,751,040

SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.

FINANCIAL HIGHLIGHTS - CLASS I
YEARS ENDED MARCH 31, TEN MONTH YEAR ENDED
PERIOD ENDED MAY 31,
MARCH 31,

SELECTED PER-SHARE DATA 1998 1997 1996 1995 1994
NET ASSET VALUE, BEGINNING OF PERIOD 1.000 1.000 1.000 1.000 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .035 .033 .036 .027 .024

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.035) (.033) (.036) (.027) (.024)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN B 3.60% 3.40% 3.70% 2.74% 2.44%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 2,135,884 $ 2,022,191 $ 1,806,918 $ 1,876,815 $ 2,390,663

RATIO OF EXPENSES TO AVERAGE NET ASSETS .20% C .20% C .19% C .18% A, C .18% C

RATIO OF NET INTEREST INCOME TO AVERAGE
NET ASSETS 3.54% 3.34% 3.64% 3.20% A 2.41%

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE
YEAR ARE NOT ANNUALIZED. THE TOTAL RETURNS
WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES
NOT BEEN REDUCED DURING THE PERIODS SHOWN
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS'
EXPENSES DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT,
THE CLASS' EXPENSE RATIO WOULD HAVE BEEN HIGHER
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).

FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS: TAX-EXEMPT
FINANCIAL STATEMENTS - CONTINUED

FINANCIAL HIGHLIGHTS - CLASS II
YEARS ENDED MARCH 31,

SELECTED PER-SHARE DATA 1998 1997 1996 D
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .034 .032 .013

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.034) (.032) (.013)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN B 3.44% 3.25% 1.34%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 30,829 $ 60,247 $ 968

RATIO OF EXPENSES TO AVERAGE NET ASSETS .35% C .35% C .35% A, C

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 3.41% 3.21% 3.17% A

FINANCIAL HIGHLIGHTS - CLASS III
YEARS ENDED MARCH 31,

SELECTED PER-SHARE DATA 1998 1997 1996 E
NET ASSET VALUE, BEGINNING OF PERIOD $ 1.000 $ 1.000 $ 1.000

INCOME FROM INVESTMENT OPERATIONS

NET INTEREST INCOME .033 .031 .013

LESS DISTRIBUTIONS

FROM NET INTEREST INCOME (.033) (.031) (.013)

NET ASSET VALUE, END OF PERIOD $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN B 3.34% 3.14% 1.30%

RATIOS AND SUPPLEMENTAL DATA

NET ASSETS, END OF PERIOD (000 OMITTED) $ 37,272 $ 26,313 $ 988

RATIO OF EXPENSES TO AVERAGE NET ASSETS .45% C .45% C .45% A, C

RATIO OF NET INTEREST INCOME TO AVERAGE NET ASSETS 3.28% 3.09% 3.00% A

A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR
ARE NOT ANNUALIZED. THE TOTAL RETURNS WOULD HAVE
BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN (SEE NOTE 5 OF NOTES TO
FINANCIAL STATEMENTS).
C FMR AGREED TO REIMBURSE A PORTION OF THE CLASS'
EXPENSES DURING THE PERIOD. WITHOUT THIS REIMBURSEMENT,
THE CLASS' EXPENSE RATIO WOULD HAVE BEEN HIGHER
(SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS).
D FOR THE PERIOD NOVEMBER 6, 1995 (COMMENCEMENT OF SALE
OF CLASS II SHARES) TO MARCH 31, 1996.
E FOR THE PERIOD NOVEMBER 6, 1995 (COMMENCEMENT OF SALE
OF CLASS III SHARES) TO MARCH 31, 1996.

NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED MARCH 31, 1998

1. SIGNIFICANT ACCOUNTING POLICIES.
Treasury Only (formerly a fund of Daily Money Fund, a trust),
Treasury, Government, Domestic and Money Market are funds of Fidelity
Institutional Cash Portfolios (a trust). Rated Money Market is a fund
of Fidelity Money Market Trust (a trust). Tax-Exempt is a fund of
Fidelity Institutional Tax-Exempt Cash Portfolios (a trust). Each
trust is registered under the Investment Company Act of 1940, as
amended (the 1940 Act), as an open-end management investment company
organized as a Delaware business trust and is authorized to issue an
unlimited number of shares. At a special meeting of the shareholders
of Rated Money Market and Tax-Exempt, held on December 30, 1997,
shareholders approved an agreement and Plan of Reorganization of both
funds into Fidelity Institutional Cash Portfolios, effective on or
about May 29, 1998. On March 19, 1998, the Board of Trustees approved
a change in the names of Fidelity Institutional Cash Portfolios and
each fund, effective May 29, 1998 as follows: Fidelity Institutional
Cash Portfolios will change its name to Colchester Street Trust and
Treasury Only, Treasury, Government, Domestic, Money Market, Rated
Money Market and Tax-Exempt will change their names to Treasury Only
Portfolio, Treasury Portfolio, Government Portfolio, Domestic
Portfolio, Money Market Portfolio, Rated Money Market Portfolio and
Tax-Exempt Portfolio, respectively.
Each fund currently offers three classes of shares, Class I, Class II
and Class III, each of which has equal rights as to assets and voting
privileges except that each class bears different distribution and
transfer agent expenses and certain registration fees. Each class has
exclusive voting rights with respect to its distribution plans.
The financial statements have been prepared in conformity with
generally accepted accounting principles which require management to
make certain estimates and assumptions at the date of the financial
statements. The following summarizes the significant accounting
policies of the funds:
SECURITY VALUATION. As permitted under Rule 2a-7 of the 1940 Act, and
certain conditions therein, securities are valued initially at cost
and thereafter assume a constant amortization to maturity of any
discount or premium.
INCOME TAXES. As a qualified regulated investment company under
Subchapter M of the Internal Revenue Code, each fund is not subject to
income taxes to the extent that it distributes substantially all of
its taxable income for the fiscal year. The schedules of investments
include information regarding income taxes under the caption "Income
Tax Information."
INTEREST INCOME. Interest income, which includes amortization of
premium and accretion of discount, is accrued as earned. For
Tax-Exempt, accretion of discount represents unrealized gain until
realized at the time of a security disposition or maturity.
ALLOCATED EARNINGS AND EXPENSES. Interest income, expenses (other than
expenses incurred under the Distribution and Service Plan, Transfer
Agent Agreement and certain registration fees for each class) and
realized and unrealized gains or losses on investments are allocated
to each class of shares based upon their relative net assets.
DISTRIBUTIONS TO SHAREHOLDERS. Dividends are declared daily and paid
monthly from net interest income. Income dividends are declared
separately for each class.
SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.
2. OPERATING POLICIES.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (SEC), the funds, along with other
affiliated entities of Fidelity Management & Research Company (FMR),
may transfer uninvested cash balances into one or more joint trading
accounts. These balances are invested in one or more repurchase
agreements for U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The underlying U.S. Treasury or Federal Agency
securities are transferred to an account of the funds, or to the Joint
Trading Account, at a bank custodian. The securities are
marked-to-market daily and maintained at a value at least equal to the
principal amount of the repurchase agreement (including accrued
interest). FMR, the funds' investment adviser, is responsible for
determining that the value of the underlying securities remains in
accordance with the market value requirements stated above.
REVERSE REPURCHASE AGREEMENTS. For Government and Money Market, when a
reverse repurchase agreement was outstanding, each fund identified
cash and liquid securities as segregated in their custodian records
with a value at least equal to each fund's obligation under the
agreement.
INTERFUND LENDING PROGRAM. Pursuant to an Exemptive Order issued by
the SEC, the funds, along with other registered investment companies
having management contracts with FMR, may participate in an interfund
lending program. This program provides an alternative credit facitlity
allowing the funds to borrow from, or lend money to, other
participating funds. Information regarding each fund's participation
in the program is included under the caption "Other Information" at
the end of each applicable fund's schedule of investments.
WHEN-ISSUED SECURITIES. Each fund may purchase or sell securities on a
when-issued basis. Payment and delivery may take place a month or more
after the date of the transaction. The price of the underlying
securities is fixed at the time the transaction is negotiated. With
respect to purchase commitments, each fund identifies securities as
segregated in its custodial records with a value at least equal to the
amount of the commitment. The payables and receivables associated with
the purchases and sales of when-issued securities having the same
settlement date and broker are offset. When-issued securities that
have been
2. OPERATING POLICIES - CONTINUED
WHEN-ISSUED SECURITIES - CONTINUED
purchased from and sold to different brokers are reflected as both
payables and receivables in the applicable statements of assets and
liabilities under the caption "Delayed delivery." Losses may arise due
to changes in the market value of the underlying securities, if the
counterparty does not perform under the contract, or if the issuer
does not issue the securities due to political, economic, or other
factors.
RESTRICTED SECURITIES. Certain funds are permitted to invest in
securities that are subject to legal or contractual restrictions on
resale. These securities generally may be resold in transactions
exempt from registration or to the public if the securities are
registered. Disposal of these securities may involve time-consuming
negotiations and expense, and prompt sale at an acceptable price may
be difficult. Information regarding restricted securities is included
under the caption "Other Information" at the end of each applicable
fund's schedule of investments.
3. JOINT TRADING ACCOUNT.
At the end of the period, the following funds had 20% or more of their
total investments in repurchase agreements through a joint trading
account. These repurchase agreements were with entities whose
creditworthiness has been reviewed and found satisfactory by FMR. The
maturity values of the joint trading account investments having
variable rates are calculated based on the rate at period end. The
maturity values of the joint trading account investments were
$366,682,540 at 5.94%, $530,130,925 at 5.97%, $3,643,604,699 at 5.98%,
$302,887,500 at 5.50%, $58,494,418 at 5.48%, $171,581,425 at 5.49%,
$335,643,930 at 5.49%, $30,831,092 at 5.51%, and $82,200,000 at 5.50%
for Treasury, and $1,287,411,505 at 6.08%, $141,939,000 at 5.54%,
$28,402,111 at 5.50%, $93,759,888 at 5.55%, $100,492,444 at 5.54%,
$90,693,750 at 5.55%, $51,351,389 at 5.56%, $127,138,991 at 5.94%, and
$2,806,466 at 5.98% for Government. The investments in repurchase
agreements through the joint trading account are summarized as
follows:
SUMMARY OF JOINT TRADING
DATED MARCH 31, 1998, DUE APRIL 1, 1998 AT 5.94%
Number of dealers or banks 8
Maximum amount with one dealer or bank 20.6%
Aggregate principal amount of agreements $627,561,000
Aggregate maturity amount of agreements $627,664,629
Aggregate market value of transferred assets $641,253,057
Coupon rates of transferred assets 0% to 11.88%
Maturity dates of transferred assets 4/9/98 to 8/15/27

DATED MARCH 31, 1998, DUE APRIL 1, 1998 AT 5.97%
Number of dealers or banks 6
Maximum amount with one dealer or bank 34.3%
Aggregate principal amount of agreements $540,000,000
Aggregate maturity amount of agreements $540,089,577
Aggregate market value of transferred assets $551,696,193
Coupon rates of transferred assets 0% to 10.38%
Maturity dates of transferred assets 4/23/98 to 8/15/27
DATED MARCH 31, 1998, DUE APRIL 1, 1998 AT 5.98%
Number of dealers or banks 14
Maximum amount with one dealer or bank 30.2%
Aggregate principal amount of agreements $4,567,670,000
Aggregate maturity amount of agreements $4,568,428,184
Aggregate market value of transferred assets $4,664,666,414
Coupon rates of transferred assets 0% to 11.88%
Maturity dates of transferred assets 4/23/98 to 11/15/27
DATED MARCH 31, 1998, DUE APRIL 1, 1998 AT 6.08%
Number of dealers or banks 5
Maximum amount with one dealer or bank 32.4%
Aggregate principal amount of agreements $1,542,194,000
Aggregate maturity amount of agreements $1,542,454,594
Aggregate market value of transferred assets $1,577,321,906
Coupon rates of transferred assets 0% to 9%
Maturity dates of transferred assets 4/10/98 to 8/1/37
DATED JANUARY 7, 1998, DUE APRIL 7, 1998 AT 5.54%
Number of dealers or banks 1
Maximum amount with one dealer or bank 100%
Aggregate principal amount of agreements $200,000,000
Aggregate maturity amount of agreements $202,770,000
Aggregate market value of transferred assets $204,037,564
Coupon rate of transferred assets 6.20%
Maturity date of transferred assets 4/1/34
DATED JANUARY 16, 1998, DUE APRIL 20, 1998 AT 5.50%
Number of dealers or banks 1
Maximum amount with one dealer or bank 100%
Aggregate principal amount of agreements $40,000,000
Aggregate maturity amount of agreements $40,574,444
Aggregate market value of transferred assets $42,293,551
Coupon rates of transferred assets 0% to 10.50%
Maturity dates of transferred assets 8/1/98 to 2/1/28
DATED FEBRUARY 26, 1998, DUE APRIL 20, 1998 AT 5.55%
Number of dealers or banks 1
Maximum amount with one dealer or bank 100%
Aggregate principal amount of agreements $200,000,000
Aggregate maturity amount of agreements $201,634,167
Aggregate market value of transferred assets $204,000,000
Coupon rates of transferred assets 6.20% to 7%
Maturity dates of transferred assets 12/1/24 to 4/1/35
3. JOINT TRADING ACCOUNT - CONTINUED

DATED MARCH 19, 1998, DUE APRIL 20, 1998 AT 5.54%
Number of dealers or banks 1
Maximum amount with one dealer or bank 100%
Aggregate principal amount of agreements $100,000,000
Aggregate maturity amount of agreements $100,492,444
Aggregate market value of transferred assets $102,191,850
Coupon rates of transferred assets 6% to 7.50%
Maturity dates of transferred assets 11/1/07 to 12/1/27
DATED FEBRUARY 26, 1998, DUE APRIL 30, 1998 AT 5.50%
Number of dealers or banks 1
Maximum amount with one dealer or bank 100%
Aggregate principal amount of agreements $350,000,000
Aggregate maturity amount of agreements $353,368,750
Aggregate market value of transferred assets $357,072,189
Coupon rates of transferred assets 0% to 14%
Maturity dates of transferred assets 4/2/98 to 2/15/27
DATED MARCH 11, 1998, DUE APRIL 30, 1998 AT 5.55%
Number of dealers or banks 1
Maximum amount with one dealer or bank 100%
Aggregate principal amount of agreements $200,000,000
Aggregate maturity amount of agreements $201,541,667
Aggregate market value of transferred assets $206,169,372
Coupon rate of transferred assets 8.50%
Maturity date of transferred assets 9/15/24 to 12/15/27
DATED MARCH 4, 1998, DUE MAY 4, 1998 AT 5.49%
Number of dealers or banks 1
Maximum amount with one dealer or bank 100%
Aggregate principal amount of agreements $200,000,000
Aggregate maturity amount of agreements $201,860,500
Aggregate market value of transferred assets $204,041,251
Coupon rates of transferred assets 0% to 14%
Maturity dates of transferred assets 4/2/98 to 2/15/27
DATED MARCH 9, 1998, DUE MAY 4, 1998 AT 5.48%
Number of dealers or banks 1
Maximum amount with one dealer or bank 100%
Aggregate principal amount of agreements $70,000,000
Aggregate maturity amount of agreements $70,596,711
Aggregate market value of transferred assets $71,414,438
Coupon rates of transferred assets 0% to 14%
Maturity dates of transferred assets 4/2/98 to 2/15/27
DATED MARCH 10, 1998, DUE JUNE 10, 1998 AT 5.49%
Number of dealers or banks 1
Maximum amount with one dealer or bank 100%
Aggregate principal amount of agreements $400,000,000
Aggregate maturity amount of agreements $405,612,000
Aggregate market value of transferred assets $411,296,524
Coupon rates of transferred assets 5.13% to 14%
Maturity dates of transferred assets 12/31/98 to 11/15/27

DATED JANUARY 6, 1998, DUE JULY 6, 1998 AT 5.51%
Number of dealers or banks 1
Maximum amount with one dealer or bank 100%
Aggregate principal amount of agreements $250,000,000
Aggregate maturity amount of agreements $256,925,764
Aggregate market value of transferred assets $256,185,356
Coupon rate of transferred assets 6.38%
Maturity date of transferred assets 5/15/00
DATED JANUARY 7, 1998, DUE JULY 6, 1998 AT 5.50%
Number of dealers or banks 1
Maximum amount with one dealer or bank 100%
Aggregate principal amount of agreements $80,000,000
Aggregate maturity amount of agreements $82,200,000
Aggregate market value of transferred assets $81,600,623
Coupon rate of transferred assets 5.50%
Maturity date of transferred assets 3/31/00
DATED MARCH 23, 1998, DUE SEPTEMBER 14, 1998 AT 5.56%
Number of dealers or banks 1
Maximum amount with one dealer or bank 100%
Aggregate principal amount of agreements $300,000,000
Aggregate maturity amount of agreements $308,108,333
Aggregate market value of transferred assets $309,009,753
Coupon rate of transferred assets 8.50%
Maturity dates of transferred assets 11/15/17 to 12/15/27
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES.
MANAGEMENT FEE. As each fund's investment adviser (effective May 31,
1997 for Treasury Only and January 1, 1998 for Rated Money Market),
FMR receives a fee that is computed daily at an annual rate of .20% of
average net assets.
For Treasury Only (prior to May 31, 1997) and Rated Money Market
(prior to January 1, 1998), FMR paid all expenses except the
compensation of the non-interested Trustees and certain exceptions
such as interest, taxes, brokerage commissions and extraordinary
expenses. FMR received a fee that was computed daily at an annual rate
of .42% of each funds' average net assets, reduced by the fees and
expenses paid by each fund to the non-interested Trustees.
SUB-ADVISER FEE. As each fund's investment sub-adviser, Fidelity
Investments Money Management, Inc. (formerly FMR Texas, Inc.), a
wholly owned subsidiary of FMR, receives a fee from FMR of 50% of the
management fee payable to FMR. The fees are paid prior to any
voluntary expense reimbursements which may be in effect.
DISTRIBUTION AND SERVICE PLAN. Pursuant to the Distribution and
Service Plans (the Plans) of Class II and Class III, and in accordance
with Rule 12b-1 of the 1940 Act, Class II and Class III pay Fidelity
Distributors Corporation (FDC), an affiliate of FMR, a distribution
and service fee that is based on an annual rate of .15% and .25% of
the average net assets, respectively. For the period, the distribution
fees received by FDC on behalf of each class are shown on each fund's
Statement of Operations. Of the fees paid to FDC by Class II
4. FEES AND OTHER TRANSACTIONS WITH
AFFILIATES - CONTINUED
DISTRIBUTION AND SERVICE PLAN - CONTINUED
of Treasury Only, Class II of Treasury, and Class III of Government,
approximately $19,000, $77,000, and $10,000, respectively, were
retained by FDC. All of the fees paid to FDC by the remaining classes
were paid to security dealers, banks and other financial institutions
for selling Class II and Class III shares and providing shareholder
support services.
Under the Plans of Class I, Class II, and Class III, FMR may use its
resources to pay administrative and promotional expenses related to
the sale of each fund's class of shares. Subject to the approval of
the Board of Trustees, the Plans also authorize FMR to pay FDC for
payments to third parties that assist in the sale of each class'
shares or render shareholder support services. For the period, FMR
made payments through FDC to third parties under the Plans of
approximately:
CLASS I CLASS II CLASS III
Treasury Only $ 146,000 $ 3,000 $ 6,000
Treasury $ 97,000 $ 3,000 $ 31,000
Government $ 96,000 $ 3,000 $ 94,000
Domestic $ 17,000 $ 1,000 $ 4,000
Money Market $ 114,000 $ 8,000 $ 36,000
Rated Money Market $ - $ - $ -
Tax-Exempt $ 28,000 $ 2,000 $ 2,000
TRANSFER AGENT FEES. Fidelity Investments Institutional Operations
Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend
disbursing and shareholder servicing agent for the funds except for
Tax-Exempt. UMB Bank, n.a. (UMB) is the custodian, transfer and
shareholder servicing agent for Tax-Exempt. UMB has entered into a
sub-contract with FIIOC to perform the activities associated with the
transfer and shareholder servicing agent functions for Tax-Exempt.
FIIOC receives account fees and asset-based fees that vary according
to account size. FIIOC pays for typesetting, printing and mailing of
all shareholder reports, except proxy statements.
For the period, the transfer agent fees were equivalent to the
following annual rates as a percentage of average net assets:

CLASS I CLASS II CLASS III
Treasury Only .04%* .03%* .03%*
Treasury .03% .03% .02%
Government .03% .03% .03%
Domestic .04% .05% .03%
Money Market .02% .03% .03%
Rated Money Market .03%* .00%* .02%*
Tax-Exempt .03% .03% .03%
* Annualized
ACCOUNTING FEES. Fidelity Service Company, Inc. (FSC), an affiliate of
FMR, maintains the accounting records for the funds except for
Tax-Exempt. UMB also has a sub-contract with FSC to maintain
Tax-Exempt's accounting records. The accounting fee is based on the
level of average net assets for the month plus out-of-pocket expenses.
5. EXPENSE REDUCTIONS.
FMR voluntarily agreed to reimburse the funds' operating expenses
(excluding interest, taxes, brokerage commissions, extraordinary
expenses, and 12b-1 fees payable by Class II and Class III of each
fund) above an annual rate of .20% (.18% for Money Market) of average
net assets. For the period, the reimbursement reduced expenses by the
following:
CLASS I CLASS II CLASS III
Treasury Only $ 960,302 $ 53,777 $ 89,138
Treasury $ 2,373,250 $ 191,827 $ 1,491,764
Government $ 1,782,551 $ 138,180 $ 813,571
Domestic $ 702,364 $ 22,916 $ 89,996
Money Market $ 6,315,440 $ 116,067 $ 498,327
Rated Money Market $ 613,964 $ 34,983 $ 79,983
Tax-Exempt $ 1,220,139 $ 73,362 $ 67,599
In addition, certain funds have entered into arrangements with their
custodian and transfer agent whereby credits realized as a result of
uninvested cash balances were used to reduce a portion of the each
applicable fund's expenses. During the period, custodian fees were
reduced by $11,810, $51, $8,855, $12,929, $3,030 and $47,848, under
the custodian arrangements for Treasury Only, Treasury, Domestic,
Money Market, Rated Money Market and Tax-Exempt, respectively. For
Tax-Exempt, transfer agent fees for Class I were reduced by $7,202
under its transfer agent arrangement during the period.
6. BENEFICIAL INTEREST.
At the end of the period, certain shareholders were record owners of
approximately 10% or more of the total outstanding shares of the
following funds:
BENEFICIAL INTEREST
FUND NUMBER OF SHAREHOLDERS % OWNERSHIP
Treasury Only 2 28%
Treasury 1 27%
Tax-Exempt 1 17%
Government 1 15%
7. SHARE TRANSACTIONS.
Share transactions for each class of shares were as follows:

YEAR ENDED YEAR ENDED
MARCH 31, MARCH 31,

1998 1997

TREASURY ONLY CLASS I $ 3,763,808,828 $ 4,229,941,785
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS FROM NET INTEREST INCOME 12,396,796 12,828,520

SHARES REDEEMED (3,990,429,016) (4,447,100,336)

NET INCREASE (DECREASE) IN SHARES $ (214,223,392) $ (204,330,031)

TREASURY ONLY CLASS II $ 353,599,058 $ 298,699,093
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS FROM NET INTEREST INCOME 1,098,235 554,623

SHARES REDEEMED (374,357,881) (242,846,602)

NET INCREASE (DECREASE) IN SHARES $ (19,660,588) $ 56,407,114

TREASURY ONLY CLASS III $ 458,981,861 $ 244,892,862
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS FROM NET INTEREST INCOME 1,415,477 686,016

SHARES REDEEMED (395,939,453) (213,665,921)

NET INCREASE (DECREASE) IN SHARES $ 64,457,885 $ 31,912,957

TREASURY CLASS I $ 56,382,827,620 $ 51,392,833,560
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS FROM NET INTEREST INCOME 104,974,998 130,991,169

SHARES REDEEMED (57,587,789,160) (53,163,171,287)

(1,099,986,542) (1,639,346,558)

ISSUED IN EXCHANGE FOR SHARES OF STATE & LOCAL ASSET
MANAGEMENT SERIES: U.S. GOVERNMENT PORTFOLIO - 103,373,186

NET INCREASE (DECREASE) IN SHARES $ (1,099,986,542) $ (1,535,973,372)

TREASURY CLASS II $ 11,473,941,319 $ 1,147,452,055
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS FROM NET INTEREST INCOME 3,111,085 2,108,503

SHARES REDEEMED (11,156,445,957) (1,100,225,749)

NET INCREASE (DECREASE) IN SHARES $ 320,606,447 $ 49,334,809

TREASURY CLASS III $ 31,755,413,322 $ 25,507,021,888
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS FROM NET INTEREST INCOME 37,736,905 32,616,119

SHARES REDEEMED (32,418,433,085) (23,350,573,572)

NET INCREASE (DECREASE) IN SHARES $ (625,282,858) $ 2,189,064,435

GOVERNMENT CLASS I $ 32,090,184,246 $ 31,288,279,248
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS FROM NET INTEREST INCOME 77,830,952 63,368,555

SHARES REDEEMED (31,450,409,491) (31,605,172,055)

NET INCREASE (DECREASE) IN SHARES $ 717,605,707 $ (253,524,252)

GOVERNMENT CLASS II $ 2,201,077,655 $ 1,467,303,108
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS FROM NET INTEREST INCOME 3,539,770 1,412,751

SHARES REDEEMED (2,161,302,172) (1,360,167,468)

NET INCREASE (DECREASE) IN SHARES $ 43,315,253 $ 108,548,391

GOVERNMENT CLASS III $ 8,833,518,097 $ 5,816,665,826
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS FROM NET INTEREST INCOME 28,319,356
13,902,680

SHARES REDEEMED (8,846,243,887)
(5,366,035,152)

NET INCREASE (DECREASE) IN SHARES $ 15,593,566 $ 464,533,354

DOMESTIC CLASS I $ 13,489,220,102 $ 12,924,621,129
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS FROM NET INTEREST INCOME 35,344,269 31,498,935

SHARES REDEEMED (13,273,276,636) (13,154,461,536)

NET INCREASE (DECREASE) IN SHARES $ 251,287,735 $ (198,341,472)

DOMESTIC CLASS II $ 289,381,235 $ 35,713,425
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS FROM NET INTEREST INCOME 374,388 151,907

SHARES REDEEMED (259,533,241) (33,734,372)

NET INCREASE (DECREASE) IN SHARES $ 30,222,382 $ 2,130,960

DOMESTIC CLASS III $ 807,974,724 $ 696,271,795
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS FROM NET INTEREST INCOME 2,910,394 2,897,940

SHARES REDEEMED (859,302,969) (624,846,724)

NET INCREASE (DECREASE) IN SHARES $ (48,417,851) $ 74,323,011

MONEY MARKET CLASS I $ 65,588,662,837 $ 67,413,397,877
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS FROM NET INTEREST INCOME 336,986,110 299,702,868

SHARES REDEEMED (65,255,552,989) (65,464,948,260)

NET INCREASE (DECREASE) IN SHARES $ 670,095,958 $ 2,248,152,485

MONEY MARKET CLASS II $ 1,181,841,213 $ 1,362,898,014
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS FROM NET INTEREST INCOME 4,744,814 5,216,271

SHARES REDEEMED (1,268,195,640) (1,264,714,433)

NET INCREASE (DECREASE) $ (81,609,613) $ 103,399,852

MONEY MARKET CLASS III $ 4,398,573,161 $ 4,306,231,929
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS FROM NET INTEREST INCOME 22,812,626 14,063,111

SHARES REDEEMED (4,377,611,537) (4,105,748,648)

NET INCREASE (DECREASE) IN SHARES $ 43,774,250 $ 214,546,392

RATED MONEY MARKET CLASS I $ 2,739,637,975 $ 2,332,079,346
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS FROM NET INTEREST INCOME 15,109,212 12,977,967

SHARES REDEEMED (2,763,814,126) (2,255,932,419)

NET INCREASE (DECREASE) IN SHARES $ (9,066,939) $ 89,124,894

RATED MONEY MARKET CLASS II $ 478,273,085 $ 159,000,255
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS FROM NET INTEREST INCOME 1,451,336 420,837

SHARES REDEEMED (470,566,779) (149,962,537)

NET INCREASE (DECREASE) IN SHARES $ 9,157,642 $ 9,458,555

RATED MONEY MARKET CLASS III $ 527,119,170 $ 110,378,099
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS FROM NET INTEREST INCOME 2,304,718 498,792

SHARES REDEEMED (470,679,681) (95,832,430)

NET INCREASE (DECREASE) IN SHARES $ 58,744,207 $ 15,044,461

7. SHARE TRANSACTIONS - CONTINUED

YEAR ENDED YEAR ENDED
MARCH 31, MARCH 31,

1998 1997

TAX-EXEMPT CLASS I $ 11,327,645,715 $ 11,513,515,390
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS FROM NET INTEREST INCOME 20,424,015 17,161,222

SHARES REDEEMED (11,234,512,567) (11,315,010,890)

NET INCREASE (DECREASE) IN SHARES $ 113,557,163 $ 215,665,722

TAX-EXEMPT CLASS II $ 370,381,704 $ 560,462,788
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS FROM NET INTEREST INCOME 1,356,603 3,641,145

SHARES REDEEMED (401,163,706) (504,813,509)

NET INCREASE (DECREASE) IN SHARES $ (29,425,399) $ 59,290,424

TAX-EXEMPT CLASS III $ 164,781,646 $ 114,945,562
SHARES SOLD

REINVESTMENT OF DISTRIBUTIONS FROM NET INTEREST INCOME 1,159,670 362,928

SHARES REDEEMED (154,982,703) (89,979,315)

NET INCREASE (DECREASE) IN SHARES $ 10,958,613 $ 25,329,175

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Institutional Tax-Exempt Cash Portfolios
and the Shareholders of Tax-Exempt
To the Trustees of Fidelity Institutional Cash Portfolios and the
Shareholders of Treasury Only and
To the Trustees of Fidelity Money Market Trust and the Shareholders of
Rated Money Market:
We have audited the accompanying statements of assets and liabilities
of Fidelity Institutional Tax-Exempt Cash Portfolios: Tax-Exempt
(Class I, II and III), Fidelity Institutional Cash Portfolios:
Treasury Only (Class I, II and III), and Fidelity Money Market Trust:
Rated Money Market (Class I, II and III), including the schedules of
portfolio investments, as of March 31, 1998, and the related
statements of operations for the year then ended, the statements of
changes in net assets for each of the two years in the period then
ended and the financial highlights for each of the periods indicated.
These financial statements and financial highlights are the
responsibility of the fund's management. Our responsibility is to
express an opinion on these financial statements and financial
highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of March 31, 1998 by
correspondence with the custodian and brokers. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights
referred to above present fairly, in all material respects, the
financial position of Fidelity Institutional Tax-Exempt Cash
Portfolios: Tax-Exempt (Class I, II and III), Fidelity Institutional
Cash Portfolios: Treasury Only (Class I, II and III), and Fidelity
Money Market Trust: Rated Money Market (Class I, II and III) as of
March 31, 1998, the results of their operations for the year then
ended, the changes in their net assets for each of the two years in
the period then ended, and the financial highlights for each of the
periods indicated, in conformity with generally accepted accounting
principles.

/s/COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND LLP.
Boston, Massachusetts
May 1, 1998
REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of Fidelity Institutional Cash Portfolios and the
Shareholders of Treasury, Government, Domestic and Money Market:
In our opinion, the accompanying statements of assets and liabilities,
including the schedules of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Treasury, Government, Domestic and Money Market funds of Fidelity
Institutional Cash Portfolios at March 31, 1998, the results of each
of their operations for the year then ended, and the changes in each
of their net assets and the financial highlights for the periods
indicated, in conformity with generally accepted accounting
principles. These financial statements and financial highlights
(hereafter referred to as "financial statements") are the
responsibility of the Fidelity Institutional Cash Portfolio's
management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of
these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits, which
included confirmation of securities at March 31, 1998 by
correspondence with the custodian and the application of alternative
auditing procedures where securities purchased were not yet received
by the custodian, provide a reasonable basis for the opinion expressed
above.

/s/Price Waterhouse LLP
Price Waterhouse LLP
Boston, Massachusetts
May 1, 1998
PROXY VOTING RESULTS

A special meeting of the funds' shareholders was held on December 30,
1997. The results of votes taken among shareholders on proposals are
listed below.
PROPOSAL 1
To elect as Trustees of Fidelity Institutional Cash Portfolios the
following twelve nominees.
# OF % OF
SHARES VOTED SHARES VOTED
RALPH F. COX
AFFIRMATIVE 15,985,195,154.210 97.765

WITHHELD 365,477,545.860 2.235

TOTAL 16,350,672,700.070 100.00

PHYLLIS BURKE DAVIS
AFFIRMATIVE 16,047,354,660.160 98.145

WITHHELD 303,318,039.910 1.855

TOTAL 16,350,672,700.070 100.00

ROBERT M. GATES
AFFIRMATIVE 16,048,187,490.350 98.150

WITHHELD 302,485,209.720 1.85

TOTAL 16,350,672,700.070 100.00

EDWARD C. JOHNSON 3D
AFFIRMATIVE 16,040,654,904.120 98.104

WITHHELD 310,017,795.950 1.896

TOTAL 16,350,672,700.070 100.00

E. BRADLEY JONES
AFFIRMATIVE 16,039,291,307.920 98.096

WITHHELD 311,381,392.150 1.904

TOTAL 16,350,672,700.070 100.00

DONALD J. KIRK
AFFIRMATIVE 16,048,202,095.350 98.150

WITHHELD 302,470,604.720 1.850

TOTAL 16,350,672,700.070 100.00

# OF % OF
SHARES VOTED SHARES VOTED
PETER S. LYNCH
AFFIRMATIVE 16,047,712,009.170 98.147

WITHHELD 302,960,690.900 1.853

TOTAL 16,350,672,700.070 100.00

WILLIAM O. MCCOY
AFFIRMATIVE 16,048,205,984.350 98.150

WITHHELD 302,466,715.720 1.850

TOTAL 16,350,672,700.070 100.00

GERALD C. MCDONOUGH
AFFIRMATIVE 16,048,180,227.350 98.150

WITHHELD 302,492,472.720 1.850

TOTAL 16,350,672,700.070 100.00

MARVIN L. MANN
AFFIRMATIVE 16,048,204,111.350 98.150

WITHHELD 302,468,588.720 1.850

TOTAL 16,350,672,700.070 100.00

ROBERT C. POZEN
AFFIRMATIVE 16,048,188,205.350 98.150

WITHHELD 302,484,494.720 1.850

TOTAL 16,350,672,700.070 100.00

THOMAS R. WILLIAMS
AFFIRMATIVE 16,048,202,095.350 98.150

WITHHELD 302,470,604.720 1.850

TOTAL 16,350,672,700.070 100.00

PROPOSAL 2
To ratify the selection of Coopers & Lybrand L.L.P and Price
Waterhouse LLP as as independent accountants of the funds.
TREASURY ONLY
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 874,307,652.970 99.850

AGAINST 1,317,313.580 0.150

ABSTAIN .000 0.000

TOTAL 875,624,966.550 100.00

TREASURY
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 5,692,043,289.511 94.660

AGAINST 121,171,879.920 2.015

ABSTAIN 199,948,423.200 3.325

TOTAL 6,013,163,592.631 100.00

DOMESTIC
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 790,883,218.675 99.491

AGAINST 2,687,875.260 0.338

ABSTAIN 1,356,445.320 0.171

TOTAL 794,927,539.255 100.00

GOVERNMENT
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 2,457,358,207.924 99.107

AGAINST 15,286,706.130 0.617

ABSTAIN 6,855,340.830 0.276

TOTAL 2,479,500,254.884 100.00

MONEY MARKET
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 5,979,770,566.640 96.643

AGAINST 18,696,252.930 0.303

ABSTAIN 188,989,527.180 3.054

TOTAL 6,187,456,346.750 100.00

PROPOSAL 3
To amend Fidelity Institutional Cash Portfolios' Trust Instrument to
provide voting rights based on a shareholder's total dollar investment
in a fund, rather than on the number of shares owned.
TRUST
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 15,115,712,515.700 93.080

AGAINST 628,980,924.950 3.873

ABSTAIN 494,774,206.420 3.047

TOTAL 16,239,467,647.070 100.00

BROKER NON-VOTES 111,205,053.000

TREASURY ONLY
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 864,198,038.120 98.695

AGAINST 11,426,928.430 1.305

ABSTAIN .000 0.000

TOTAL 875,624,966.550 100.00

TREASURY ONLY - CLASS I
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 763,064,872.420 99.157

AGAINST 6,490,830.450 0.843

ABSTAIN .000 0.000

TOTAL 769,555,702.870 100.00

TREASURY ONLY - CLASS II
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 38,286,220.030 100.00

AGAINST .000 0.000

ABSTAIN .000 0.000

TOTAL 38,286,220.030 100.00

TREASURY ONLY - CLASS III
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 62,846,945.670 92.718

AGAINST 4,936,097.980 7.282

ABSTAIN .000 0.000

TOTAL 67,783,043.650 100.00

TREASURY
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 5,630,394,731.161 94.057

AGAINST 131,856,524.970 2.203

ABSTAIN 223,906,059.500 3.740

TOTAL 5,986,157,315.631 100.00

TREASURY - CLASS I
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 2,720,845,147.771 92.124

AGAINST 26,053,321.580 0.883

ABSTAIN 206,549,043.570 6.993

TOTAL 2,953,447,512.921 100.00

BROKER NON-VOTES 27,006,277.000

TREASURY - CLASS II
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 213,636,571.790 67.459

AGAINST 103,054,000.000 32.541

ABSTAIN .000 0.000

TOTAL 316,690,571.790 100.00

TREASURY - CLASS III
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 2,695,913,011.600 99.260

AGAINST 2,749,203.390 0.101

ABSTAIN 17,357,015.930 0.639

TOTAL 2,716,019,230.920 100.00

DOMESTIC
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 772,016,733.585 97.868

AGAINST 16,487,985.050 2.090

ABSTAIN 333,050.620 0.042

TOTAL 788,837,769.255 100.00

DOMESTIC - CLASS I
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 725,732,878.865 97.782

AGAINST 16,401,754.050 2.210

ABSTAIN 58,637.050 0.008

TOTAL 742,193,269.965 100.00

BROKER NON-VOTES 6,089,770.000

DOMESTIC - CLASS II
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 4,124,494.310 100.000

AGAINST .000 0.000

ABSTAIN .000 0.000

TOTAL 4,124,494.310 100.00

DOMESTIC - CLASS III
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 42,159,360.410 99.152

AGAINST 86,231.000 0.203

ABSTAIN 274,413.570 0.645

TOTAL 42,520,004.980 100.00

GOVERNMENT
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 2,409,500,700.134 98.570

AGAINST 28,145,509.920 1.151

ABSTAIN 6,820,577.830 0.279

TOTAL 2,444,466,787.884 100.00

GOVERNMENT - CLASS I
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 1,976,398,051.224 98.262

AGAINST 28,145,509.920 1.399

ABSTAIN 6,820,577.830 0.339

TOTAL 2,011,364,138.974 100.00

BROKER NON-VOTES 35,033,467.000

GOVERNMENT - CLASS II
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 55,883,114.210 100.00

AGAINST .000 0.000

ABSTAIN .000 0.000

TOTAL 55,883,114.210 100.00

GOVERNMENT - CLASS III
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 377,219,534.700 100.00

AGAINST .000 0.000

ABSTAIN .000 0.000

TOTAL 377,219,534.700 100.00

MONEY MARKET
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 5,439,602,312.700 88.530

AGAINST 441,063,976.580 7.178

ABSTAIN 263,714,518.470 4.292

TOTAL 6,144,380,807.750 100.00

BROKER NON-VOTES 43,075,539.000

MONEY MARKET - CLASS I
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 5,042,466,965.080 87.855

AGAINST 433,354,329.110 7.550

ABSTAIN 263,714,518.470 4.595

TOTAL 5,739,535,812.660 100.00

BROKER NON-VOTES 43,075,539.000

MONEY MARKET - CLASS II
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 51,708,463.970 99.475

AGAINST 273,108.540 0.525

ABSTAIN .000 0.000

TOTAL 51,981,572.510 100.00

MONEY MARKET - CLASS III
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 345,426,883.650 97.893

AGAINST 7,436,538.930 2.107

ABSTAIN .000 0.000

TOTAL 352,863,422.580 100.00

PROPOSAL 4
To adopt a fundamental limitation concerning diversification for
Treasury Only.
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 835,793,005.530 95.451

AGAINST 39,350,553.970 4.494

ABSTAIN 481,407.050 0.055

TOTAL 875,624,966.550 100.00

PROPOSAL 5
To amend the fundamental limitation concerning diversification for
each of Treasury, Domestic, Government, Money Market, Rated Money
Market and Tax-Exempt.
TREASURY
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 5,577,526,997.851 93.174

AGAINST 184,111,741.270 3.075

ABSTAIN 224,518,576.510 3.751

TOTAL 5,986,157,315.631 100.00

BROKER NON-VOTES 27,006,277.000

DOMESTIC
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 780,464,265.005 98.939

AGAINST 1,964,885.760 0.249

ABSTAIN 6,408,618.490 0.812

TOTAL 788,837,769.255 100.00

BROKER NON-VOTES 6,089,770.000

GOVERNMENT
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 2,284,178,044.624 93.443

AGAINST 146,393,506.150 5.989

ABSTAIN 13,895,237.110 0.568

TOTAL 2,444,466,787.884 100.00

BROKER NON-VOTES 35,033,467.000

MONEY MARKET
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 5,242,544,818.150 85.323

AGAINST 670,063,571.460 10.905

ABSTAIN 231,772,418.140 3.772

TOTAL 6,144,380,807.750 100.00

BROKER NON-VOTES 43,075,539.000

RATED MONEY MARKET
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 213,474,107.660 94.886

AGAINST 3,990,137.620 1.774

ABSTAIN 7,514,785.820 3.340

TOTAL 224,979,031.100 100.00

TAX-EXEMPT
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 1,180,846,274.700 94.032

AGAINST 42,227,105.030 3.363

ABSTAIN 32,714,104.880 2.605

TOTAL 1,255,787,484.610 100.00

PROPOSAL 6
To adopt a fundamental limitation concerning commodities for each of
Treasury, Domestic, Government and Money Market.
TREASURY
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 5,412,419,094.571 90.416

AGAINST 349,731,274.000 5.842

ABSTAIN 224,006,947.060 3.742

TOTAL 5,986,157,315.631 100.00

BROKER NON-VOTES 27,006,277.000

DOMESTIC
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 772,980,305.735 97.990

AGAINST 30,935.000 0.004

ABSTAIN 15,826,528.520 2.006

TOTAL 788,837,769.255 100.00

BROKER NON-VOTES 6,089,770.000

GOVERNMENT
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 2,398,711,093.464 98.128

AGAINST 38,905,761.590 1.592

ABSTAIN 6,849,932.830 0.280

TOTAL 2,444,466,787.884 100.00

BROKER NON-VOTES 35,033,467.000

MONEY MARKET
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 5,766,896,293.810 93.856

AGAINST 135,250,518.900 2.202

ABSTAIN 242,233,995.040 3.942

TOTAL 6,144,380,807.750 100.00

BROKER NON-VOTES 43,075,539.000

PROPOSAL 7
To amend Tax-Exempt's fundamental investment limitation concerning the
concentration of its investments in a single industry.
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 1,206,690,903.190 96.090

AGAINST 42,227,105.030 3.363

ABSTAIN 6,869,476.390 0.547

TOTAL 1,255,787,484.610 100.00

PROPOSAL 8
To eliminate Rated Money Market fundamental investment limitation
concerning writing or purchasing put or call options.
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 209,392,601.390 93.072

AGAINST 4,840,735.250 2.152

ABSTAIN 10,745,694.460 4.776

TOTAL 224,979,031.100 100.00

PROPOSAL 9
To approve an amended management contract for Rated
Money Market.
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 200,784,205.170 89.246

AGAINST 16,680,040.110 7.414

ABSTAIN 7,514,785.820 3.340

TOTAL 224,979,031.100 100.00

PROPOSAL 10
To approve an Agreement and Plan providing for the reorganization of
each Rated Money Market and Tax-Exempt from separate series of
Delaware business trusts to another.
RATED MONEY MARKET
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 216,639,916.480 96.293

AGAINST 824,328.800 .367

ABSTAIN 7,514,785.820 3.340

TOTAL 224,979,031.100 100.00

TAX-EXEMPT
# OF % OF
SHARES VOTED SHARES VOTED
AFFIRMATIVE 1,242,381,924.160 98.932

AGAINST 12,446,540.570 0.992

ABSTAIN 959,019.880 0.076

TOTAL 1,255,787,484.610 100.00

INVESTMENT ADVISOR
Fidelity Management & Research Company
Boston MA
INVESTMENT SUB-ADVISOR
Fidelity Investments Money Management, Inc.
Merrimack, NH
OFFICERS
Edward C. Johnson 3d, President
Robert C. Pozen, Senior Vice President
Boyce I. Greer, Vice President
Fred L. Henning, Jr., Vice President
Robert K. Duby, Vice President
Robert Litterest, Vice President
Scott A. Orr, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
Thomas D. Maher, Assistant Vice President
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
Thomas J. Simpson, Assistant Treasurer
BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *
ADVISORY BOARD
J. Gary Burkhead
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
* INDEPENDENT TRUSTEES
TRANSFER AND SHAREHOLDER
SERVICING AGENTS
Fidelity Investments Institutional Operations Company, Inc.
Boston, MA
UMB Bank, n.a.
Kansas City, MO
FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS
CUSTODIANS
The Bank of New York
New York, NY
FIDELITY INSTITUTIONAL CASH PORTFOLIOS: TREASURY ONLY,
TREASURY, GOVERNMENT, DOMESTIC AND MONEY MARKET
FIDELITY MONEY MARKET TRUST: RATED MONEY MARKET
UMB Bank, n.a.
Kansas City, MO
FIDELITY INSTITUTIONAL TAX-EXEMPT CASH PORTFOLIOS

Fidelity Rated Money Market Portfolio
(A Fund of Fidelity Colchester Street Trust)
Fidelity Domestic Portfolio
(A Fund of Fidelity Colchester Street Trust)
FORM N-14
STATEMENT OF ADDITIONAL INFORMATION
October 19, 1998
This Statement of Additional Information, relates to the proposed
reorganization whereby Fidelity Domestic Portfolio (Domestic
Portfolio), a fund of Fidelity Colchester Trust, would acquire all of
the assets of Fidelity Rated Money Market Portfolio (Rated Portfolio),
also a fund of Fidelity Colchester Street Trust, and assume all of
Rated Portfolio's liabilities in exchange solely for Class I, Class
II, and Class III shares of beneficial interest in Domestic Portfolio.
This Statement of Additional Information consists of this cover page
and the following described documents, each of which is incorporated
herein by reference:
1. The Statement of Additional Information for Class I, Class II, and
Class III of Domestic Portfolio and Rated Portfolio dated May 29,
1998, which was previously filed via EDGAR (Accession No.
0000356173-98-000012).
2. The combined Prospectus for Class I of Domestic Portfolio and
Rated Portfolio dated May 29, 1998, which was previously filed via
EDGAR (Accession No. 0000356173-98-000012).
3. The combined Prospectus for Class II of Domestic Portfolio and
Rated Portfolio dated May 29, 1998, which was previously filed via
EDGAR (Accession No. 0000356173-98-000012).
4. The combined Prospectus for Class III of Domestic Portfolio and
Rated Portfolio dated May 29, 1998, which was previously filed via
EDGAR (Accession No. 0000356173-98-000012).
5. The Supplement to the combined Prospectus for Class I of Domestic
Portfolio and Rated Portfolio, dated August 1, 1998, which was
previously filed via EDGAR (Accession No. 0000356173-98-000015).
6. The Supplement to the combined Prospectus for Class II of
Domestic Portfolio and Rated Portfolio, dated August 1, 1998, which
was previously filed via EDGAR (Accession No. 0000356173-98-000015).
7. The Supplement to the combined Prospectus for Class III of
Domestic Portfolio and Rated Portfolio, dated August 1, 1998, which
was previously filed via EDGAR (Accession No. 0000356173-98-000015).
8. The Supplement to the combined Statement of Additional
Information for Class I, Class II, and Class III of Domestic Portfolio
and Rated Portfolio, dated August 5, 1998, which was previously filed
via EDGAR (Accession No.0000356173-98-000016).
9 . The audited Financial Statements included in the Annual Report of
Domestic Portfolio for the fiscal year ended March 31, 1998, which was
previously filed via EDGAR (Accession No. 0000719451-98-000026).
10. The audited Financial Statements included in the Annual Report of
Rated Portfolio for the fiscal year ended March 31, 1998, which was
previously filed via EDGAR (Accession No. 0000719451-98-000026)
11. The Pro Forma Financial Statements for Rated Portfolio and
Domestic Portfolio for the period ended March 31, 1998.
This Statement of Additional Information is not a prospectus. A Proxy
Statement and Prospectus dated October 19, 1998 relating to the
above-referenced matter may be obtained from Fidelity Distributors
Corporation, 82 Devonshire Street, Boston, Massachusetts, 02109. This
Statement of Additional Information relates to, and should be read in
conjunction with, such Proxy Statement and Prospectus.

PART C - OTHER INFORMATION
Item 15. 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 states that the Registrant shall indemnify any
present 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,
officer, or both, 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 Registrant 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 Registrant. 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 Registrant
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 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 Registrant included a materially misleading statement or
omission. However, the Registrant 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 Registrant by or on behalf of the
Distributor. The Registrant does not agree to indemnify the parties
against any liability to which they would be subject by reason of
their own disabling conduct.
Pursuant to the agreement by which Fidelity Investments Institutional
Operations Company, Inc. ("FIIOC") is appointed transfer agent, the
Registrant agrees to indemnify and hold FIIOC 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 Registrant, including by a shareholder, which names FIIOC
and/or the Registrant as a party and is not based on and does not
result from FIIOC's willful misfeasance, bad faith or negligence or
reckless disregard of duties, and arises out of or in connection with
FIIOC's performance under the Transfer Agency Agreement; or
(2) any claim, demand, action or suit (except to the extent
contributed to by FIIOC's willful misfeasance, bad faith or negligence
or reckless disregard of duties) which results from the negligence of
the Registrant, or from FIIOC's acting upon any instruction(s)
reasonably believed by it to have been executed or communicated by any
person duly authorized by the Registrant, or as a result of FIIOC's
acting in reliance upon advice reasonably believed by FIIOC to have
been given by counsel for the Registrant, or as a result of FIIOC'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 16. Exhibits
(1.) (a) Trust Instrument, dated June 20, 1991 was electronically
filed and is incorporated herein by reference to Exhibit 1(a) to
Post-Effective Amendment No. 26.
(b) Certificate of Trust, dated June 20, 1991 was electronically
filed and is incorporated herein by reference to Exhibit 1(b) to
Post-Effective Amendment No. 26.
(c) Certificate of Amendment of Fidelity Government Securities Fund
to Fidelity Institutional Cash Portfolios II, dated May 28, 1993 was
electronically filed and is incorporated herein by reference to
Exhibit 1(c) to Post-Effective Amendment No. 26.
(d) Certificate of Amendment of Fidelity Institutional Cash
Portfolios II to Fidelity Institutional Cash Portfolios, dated May 28,
1993 was electronically filed and is incorporated herein by reference
to Exhibit 1(d) to Post-Effective Amendment No. 26.
(e) Supplement to Trust Instrument of Fidelity Institutional Cash
Portfolios, dated March 31, 1997, is incorporated herein by reference
to Exhibit 1(e) to Post-Effective Amendment No. 35.
(f) Supplement to Trust Instrument of Fidelity Institutional Cash
Portfolios, dated January 26, 1998 is incorporated herein by reference
to Exhibit 1(f) of Post-Effective Amendment No. 36.
(2.) Bylaws of the Trust effective May 19, 1994 were electronically
filed and are incorporated herein by reference to Exhibit 2(a) to
Union Street Trust II's Post-Effective Amendment No. 10. (File No.
33-43757).
(3.) Not applicable.
(4.) Form of Agreement and Plan of Reorganization between Fidelity
Colchester Street Trust: Fidelity Rated Money Market Portfolio and
Fidelity Colchester Street Trust: Fidelity Domestic Portfolio, is
filed herein as Exhibit 1 to the Proxy Statement and Prospectus.
(5.) (a) Article VII of the Trust Instrument, dated June 20, 1991 is
incorporated herein by reference to Exhibit 1(a) to Post Effective
Amendment No. 26.
(b) Supplement to the Trust Instrument of Fidelity Institutional
Cash Portfolios (currently Fidelity Colchester Street Trust) dated
January 26, 1998, is incorporated herein by reference to Exhibit 1(f)
of Post Effective Amendment No. 35.
(6.) (a) Management Contract between Fidelity Institutional Cash
Portfolios (currently Colchester Street Trust): Money Market Portfolio
and Fidelity Management & Research Company, dated May 30, 1993, was
electronically filed and is incorporated herein by reference to
Exhibit 5(a) to Post-Effective Amendment No. 26.
(b) Management Contract between Fidelity Institutional Cash
Portfolios (currently Colchester Street Trust): U.S. Government
Portfolio (currently Government Portfolio) and Fidelity Management &
Research Company, dated May 30, 1993, was electronically filed and is
incorporated herein by reference to Exhibit 5(c) to Post-Effective
Amendment No. 26.
(c) Management Contract between Fidelity Institutional Cash
Portfolios (currently Colchester Street Trust): U.S. Treasury
Portfolio II (currently Treasury Portfolio) and Fidelity Management &
Research Company, dated May 30, 1993, was electronically filed and is
incorporated herein by reference to Exhibit 5(d) to Post-Effective
Amendment No. 26.
(d) Management Contract between Fidelity Institutional Cash
Portfolios (currently Colchester Street Trust): Domestic Money Market
Portfolio and Fidelity Management & Research Company, dated May 30,
1993, was electronically filed and is incorporated herein by
reference to Exhibit 5(e) to Post-Effective Amendment No. 26.
(e) Sub-Advisory agreement between Fidelity Management & Research
Company on behalf of Fidelity Institutional Cash Portfolios (currently
Colchester Street Trust): U.S. Treasury Portfolio II (currently
Treasury Portfolio) and FMR Texas Inc., dated May 30, 1993, was
electronically filed and is incorporated herein by reference to
Exhibit 5(g) to Post-Effective Amendment No. 26.
(f) Sub-Advisory agreement between Fidelity Management & Research
Company on behalf of Fidelity Institutional Cash Portfolios (currently
Colchester Street Trust): U.S. Government Portfolio (currently
Government Portfolio) and FMR Texas Inc., dated May 30, 1993, was
electronically filed and is incorporated herein by reference to
Exhibit 5(h) to Post-Effective Amendment No. 26.
(g) Sub-Advisory agreement between Fidelity Management & Research
Company on behalf of Fidelity Institutional Cash Portfolios (currently
Colchester Street Trust): Domestic Money Market Portfolio and FMR
Texas Inc., dated May 30, 1993, was electronically filed and is
incorporated herein by reference to Exhibit 5(i) to Post-Effective
Amendment No. 26.
(h) Sub-Advisory agreement between Fidelity Management & Research
Company on behalf of Fidelity Institutional Cash Portfolios (currently
Colchester Street Trust): Money Market Portfolio and FMR Texas Inc.,
dated May 30, 1993, was electronically filed and is incorporated
herein by reference to Exhibit 5(j) to Post-Effective Amendment No.
26.
(i) Sub-Advisory agreement between Fidelity Management & Research
Company on behalf of Fidelity Institutional Cash Portfolios (currently
Colchester Street Trust): Treasury Only and FMR Texas Inc., dated May
30, 1997, is incorporated herein by reference to Exhibit 5(i) to
Post-Effective Amendment No. 36.
(j) Management Contract between Fidelity Institutional Cash
Portfolios (currently Colchester Street Trust) on behalf of Treasury
Only, and Fidelity Management & Research Company, dated May 30, 1997,
is incorporated herein by reference to Exhibit 5(j) to Post-Effective
Amendment No.36.
(k) Form of Management Contract between Colchester Street Trust on
behalf of Rated Money Market Portfolio and Fidelity Management &
Research Company is incorporated herein by reference to Exhibit 5(k)
of Post-Effective Amendment 37.
(l) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company on behalf of Colchester Street Trust: Rated Money
Market Portfolio and Fidelity Investments Money Management, Inc. is
incorporated herein by reference to Exhibit 5(l) of Post-Effective
Amendment 37.
(m) Form of Management Contract between Colchester Street Trust on
behalf of Tax-Exempt Portfolio and Fidelity Management & Research
Company is incorporated herein by reference to Exhibit 5(m) of
Post-Effective Amendment 37.
(n) Form of Sub-Advisory Agreement between Fidelity Management &
Research Company on behalf of Colchester Street Trust: Tax-Exempt
Portfolio and Fidelity Investments Money Management, Inc. is
incorporated herein by reference to Exhibit 5(n) of Post-Effective
Amendment 37.
7. (a) General Distribution Agreement between Fidelity Institutional
Cash Portfolios (currently Colchester Street Trust): U.S. Treasury
Portfolio II (currently Treasury Portfolio) and Fidelity Distributors
Corporation, dated May 30, 1993, was electronically filed and is
incorporated herein by reference to Exhibit 6(b) to Post-Effective
Amendment No. 26.
(b) General Distribution Agreement between Fidelity Institutional
Cash Portfolios (currently Colchester Street Trust): U.S. Government
Portfolio (currently Government Portfolio) and Fidelity Distributors
Corporation, dated May 30, 1993, was electronically filed and is
incorporated herein by reference to Exhibit 6(c) to Post-Effective
Amendment No. 26.
(c) General Distribution Agreement between Fidelity Institutional
Cash Portfolios (currently Colchester Street Trust): Domestic Money
Market Portfolio and Fidelity Distributors Corporation, dated May 30,
1993, was electronically filed and is incorporated herein by
reference to Exhibit 6(d) to Post-Effective Amendment No. 26.
(d) General Distribution Agreement between Fidelity Institutional
Cash Portfolios (currently Colchester Street Trust): Money Market
Portfolio and Fidelity Distributors Corporation, dated May 30, 1993,
was electronically filed and is incorporated herein by reference to
Exhibit 6(e) to Post-Effective Amendment No. 26.
(e) Specimen of Service Contract between Fidelity Distributors
Corporation and "Qualified Recipients" with respect to Fidelity
Institutional Money Market Funds was electronically filed and is
incorporated by reference to Exhibit 6(e) to Post-Effective Amendment
No. 32.
(f) Specimen of Service Contract (Administrative and Recordkeeping
Services Only) between Fidelity Distributors Corporation and
"Qualified Recipients" with respect to Fidelity Institutional Money
Market Funds was electronically filed and is incorporated by reference
to Exhibit 6(f) to Post-Effective Amendment No. 32.
(g) Form of Bank Agency Agreement (most recently revised January,
1997) is incorporated herein by reference to Exhibit 6(g) of
Post-Effective Amendment 37.
(h) Form of Selling Dealer Agreement for Bank Related Transactions
(most recently revised January 1997) is incorporated herein by
reference to Exhibit 6(h) of Post-Effective Amendment 37.
(i) Form of Selling Dealer Agreement (most recently revised January
1997) is incorporated herein by reference to Exhibit 6(i) of
Post-Effective Amendment 37.
(j) 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).
(k) Amendments to the General Distribution Agreement between the
Registrant and Fidelity Distributors Corporation, dated October 1,
1996, is incorporated herein by reference to Exhibit 6(g) of Daily
Money Fund's Post-Effective Amendment No. 40 (File No. 2-77909).
(l) Form of General Distribution Agreement between Colchester
Street Trust: Rated Money Market Portfolio is incorporated herein by
reference to Exhibit 6(l) to Post-Effective Amendment 37.
(m) Form of General Distribution Agreement between Colchester
Street Trust: Tax-Exempt Portfolio is incorporated herein by reference
to Exhibit 6(m) to Post-Effective Amendment 37.
(n) Form of General Distribution Agreement between Colchester
Street Trust: Treasury Only Portfolio is incorporated herein by
reference to Exhibit 6(n) to Post-Effective Amendment 37.
8. (a) 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(a) of Fidelity
Select Portfolio's (File No. 2-69972) Post-Effective Amendment No. 54.
(b) 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.
9. (a) Form of Custodian Agreement, Appendix A, Appendix B and
Appendix C between The Bank of New York and the Registrant are
incorporated herein by reference to Exhibit 8(a) to Post-Effective
Amendment 37.
(b) Form of Fidelity Group Repo Custodian Agreement and Schedule 1
among The Bank of New York, J. P. Morgan Securities, Inc., and the
Registrant are incorporated herein by reference to Exhibit 8(b) to
Post-Effective Amendment 37.
(c) Form of Fidelity Group Repo Custodian Agreement and Schedule 1
among Chemical Bank, Greenwich Capital Markets, Inc., and the
Registrant are incorporated herein by reference to Exhibit 8(c) to
Post-Effective Amendment 37.
(d) Form of Joint Trading Account Custody Agreement and First
Amendment between the The Bank of New York and the Registrant are
incorporated herein by reference to Exhibit 8(d) to Post-Effective
Amendment 37.
10. (a) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Money Market (currently Money Market Portfolio), is
incorporated herein by reference to Exhibit 15(a) to Post-Effective
Amendment No. 35.
(b) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Government (currently Government Portfolio), is incorporated
herein by reference to Exhibit 15(b) to Post-Effective Amendment No.
35.
(c) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Treasury (currently Treasury Portfolio), is incorporated
herein by reference to Exhibit 15(c) to Post-Effective Amendment No.
35.
(d) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Domestic (currently Domestic Portfolio), is incorporated
herein by reference to Exhibit 15(d) to Post-Effective Amendment No.
35.
(e) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Money Market Class II (currently Money Market Portfolio Class
II), is incorporated herein by reference to Exhibit 15(e) of
Post-Effective Amendment No. 35.
(f) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Government Class II (currently Government Portfolio Class II),
is incorporated herein by reference to Exhibit 15(f) of Post-Effective
Amendment No. 35.
(g) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Treasury Class II (currently Treasury Portfolio Class II), is
incorporated herein by reference to Exhibit 15(g) to Post-Effective
Amendment No. 35.
(h) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Domestic Class II (currently Domestic Portfolio Class II), is
incorporated herein by reference to Exhibit 15(h) to Post-Effective
Amendment No. 35.
(i) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Money Market Class III, (currently Money Market Portfolio
Class III) is incorporated herein by reference to Exhibit 15(i) of
Post-Effective Amendment No. 35.
(j) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Government Class III (currently Government Portfolio Class
III), is incorporated herein by reference to Exhibit 15(j) to
Post-Effective Amendment No. 35.
(k) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Treasury Class III (currently Treasury Portfolio Class III),
is incorporated herein by reference to Exhibit 15(k) to Post-Effective
Amendment No. 35.
(l) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Domestic Class III (currently Domestic Portfolio Class III),
is incorporated herein by reference to Exhibit 15(l) to Post-Effective
Amendment No. 35.
(m) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Treasury Only Class I, is incorporated herein by reference to
Exhibit 15(m) of Post-Effective Amendment 35.
(n) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional Cash Portfolios (currently Colchester Street
Trust): Treasury Only Class II, is incorporated herein by reference to
Exhibit 15(n) of Post-Effective Amendment 35.
(o) Distribution and Service Plan pursuant to Rule 12b-1, for
Fidelity Institutional cash Portfolios (currently Colchester Street
Trust): Treasury Only Class III, is incorporated herein by reference
to Exhibit 15(o) of Post-Effective Amendment 35.
(p) Distribution and Service Plan pursuant to Rule 12b-1, for
Colchester Street Trust: Rated Money Market Portfolio Class I is
incorporated herein by reference to Exhibit 15(p) of Post-Effective
Amendment 37.
(q) Distribution and Service Plan pursuant to Rule 12b-1, for
Colchester Street Trust: Rated Money Market Portfolio Class II is
incorporated herein by reference to Exhibit 15(q) of Post-Effective
Amendment 37.
(r) Distribution and Service Plan pursuant to Rule 12b-1, for
Colchester Street Trust: Rated Money Market Portfolio Class III is
incorporated herein by reference to Exhibit 15(r) of Post-Effective
Amendment 37.
(s) Distribution and Service Plan pursuant to Rule 12b-1, for
Colchester Street Trust: Tax-Exempt Portfolio Class I is incorporated
herein by reference to Exhibit 15(s) of Post-Effective Amendment 37.
(t) Distribution and Service Plan pursuant to Rule 12b-1, for
Colchester Street Trust: Tax-Exempt Portfolio Class II is incorporated
herein by reference to Exhibit 15(t) of Post-Effective Amendment 37.
(u) Distribution and Service Plan pursuant to Rule 12b-1, for
Colchester Street Trust: Tax-Exempt Portfolio Class III is
incorporated herein by reference to Exhibit 15(u) of Post-Effective
Amendment 37.
(v) A Multiple Class of Shares Plan for Fidelity Institutional
Money Market Funds, dated March 19, 1998, is incorporated herein by
reference to Exhibit 18(a) of Post-Effective Amendment 37.
(w) Schedule I, March 19, 1998, to the Multiple Class of Shares
Plan for Fidelity Institutional Money Market Funds, dated March 19,
1998, is incorporated herein by reference to Exhibit 18(b) of
Post-Effective Amendment 37.
(11.) Opinion and Consent of counsel (Kirkpatrick & Lockhart LLP) as
to the legality of shares being registered is filed herein as Exhibit
11.
(12.) Opinion and Consent of counsel (Kirkpatrick & Lockhart LLP) as
to tax matters in connection with the reorganization of Fidelity Rated
Money Market Portfolio is filed herein as Exhibit 12.
(13.) Not applicable.
(14) Consent of PricewaterhouseCoopers LLP is filed herein as
Exhibit 14.
(15.) Pro Forma combining financial statements are filed herein as
Exhibit 15.
(16.) Powers of Attorney dated December 19, 1996, March 6, 1997 and
July 17, 1997 are filed herein as Exhibit 16.
(17.) Not applicable.
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public
reoffering of the securities registered through the use of the
prospectus which is a part of this Registration Statement by any
person or party who is deemed to be an underwriter within the meaning
of Rule 145(c) of the Securities Act [17 CFR 230.145c] the reoffering
prospectus will contain the information called for by the applicable
registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other
items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as part of an amendment
to the Registration Statement and will not be used until the amendment
is effective, and that, in determining any liability under the 1933
Act, each Post-Effective Amendment shall be deemed to be a new
Registration Statement for the securities offered therein, and the
offering of securities at that time shall be deemed to be the initial
bona fide offering of them.

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, and
Commonwealth of Massachusetts, on the 31st day of August 1998.
Fidelity Colchester Street Trust
(formerly Fidelity Institutional Cash Portfolios)
By /s/Edward C. Johnson 3d +
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 August 31, 1998

Edward C. Johnson 3d (Principal Executive Officer)

/s/Richard A. Silver Treasurer August 31, 1998

Richard A. Silver

/s/Robert C. Pozen Trustee August 31, 1998

Robert C. Pozen

/s/Ralph F. Cox * Trustee August 31, 1998

Ralph F. Cox

/s/Phyllis Burke Davis * Trustee August 31, 1998

Phyllis Burke Davis

/s/Robert M. Gates ** Trustee August 31, 1998

Robert M. Gates

/s/E. Bradley Jones * Trustee August 31, 1998

E. Bradley Jones

/s/Donald J. Kirk * Trustee August 31, 1998

Donald J. Kirk

/s/Peter S. Lynch * Trustee August 31, 1998

Peter S. Lynch

/s/Marvin L. Mann * Trustee August 31, 1998

Marvin L. Mann

/s/William O. McCoy * Trustee August 31, 1998

William O. McCoy

/s/Gerald C. McDonough * Trustee August 31, 1998

Gerald C. McDonough

/s/Thomas R. Williams * Trustee August 31, 1998

Thomas R. Williams

+ Signatures affixed by Robert C. Pozen pursuant to a power of
attorney dated July 17, 1997 and filed herewith.
* Signature affixed by Thomas M. Leahey pursuant to a power of
attorney dated December 19, 1996 and filed herewith.
** Signature affixed by Thomas M. Leahey pursuant to a power of
attorney dated March 6, 1997 and filed herewith.