Exhibit 11
 
 
 
 
KIRKPATRICK & LOCKHART LLP
One International Place
Boston, MA  02110-2637
Telephone (617) 261-3100
Facsimile (617) 261-3175
www.kl.com
 
January 28, 1999
 
Fidelity Income Fund
82 Devonshire Street
Boston, Massachusetts 02109 
 
Ladies and Gentlemen:
 
  You have requested our opinion regarding certain matters in
connection with the issuance of shares of Fidelity Ginnie Mae Fund
("Fidelity Ginnie Mae"), a series of Fidelity Income Fund (the
"Trust"), pursuant to a Registration Statement to be filed by the
Trust on Form N-14 ("Registration Statement") under the Securities Act
of 1933 ("1933 Act").  These shares will be issued in connection with
the proposed acquisition by Fidelity Ginnie Mae of all of the assets
of Spartan Ginnie Mae Fund ("Spartan Ginnie Mae"), a fund of Fidelity
Union Street Trust, and the assumption by Fidelity Ginnie Mae of the
liabilities of Spartan Ginnie Mae solely in exchange for shares of 
Fidelity Ginnie Mae.  
 
 In connection with our services as counsel for the Trust, we have
examined, among other things, originals or copies of such documents,
certificates and corporate and other records as we deemed necessary or
appropriate for purposes of this opinion.  We have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us, the conformity to original documents of all documents
presented to us as copies thereof and the authenticity of the original
documents from which any such copies were made, which assumptions we
have not independently verified.  As to various matters of fact
material to this opinion, we have relied upon statements and
certificates of officers of the Trust.  Based upon this examination,
we are of the opinion that, except as described herein,  the shares to
be issued pursuant to the Registration Statement have been duly
authorized and, when issued upon the terms provided in the
Registration Statement, subject to compliance with the 1933 Act, the
Investment Company Act of 1940, and applicable state law regulating
the offer and sale of securities, will be legally issued, fully paid,
and non-assessable, and no shareholder of Fidelity Ginnie Mae has any
preemptive right of subscription or purchase in respect thereof.  
 
In connection with our opinion expressed above that the shares will be
non-assessable, we note that the Trust is an entity of the type
commonly known as a "Massachusetts business trust." Under
Massachusetts law, shareholders could, under certain circumstances, be
held personally liable for the obligations of the Trust. The
Declaration of Trust states that all persons extending credit to,
contracting with or having any claim against the Trust or the Trustees
shall look only to the assets of the appropriate Series for payment
under such credit, contract or claim; and neither the Shareholders nor
the Trustees, nor any of their agents, whether past, present or
future, shall be personally liable therefor. The Declaration of Trust
also requires that every note, bond, contract or other undertaking
issued by or on behalf of the Trust or the Trustees relating to the
Trust or to a Series shall include a recitation limiting the
obligation represented thereby to the Trust or to one or more Series
and its or their assets (but the omission of such recitation shall not
operate to bind any Shareholder or Trustee). The Declaration of Trust
further provides: (1) for indemnification from the assets of the
applicable Series for all loss and expense of any shareholder or
former shareholder held personally liable solely by reason of his
being or having been a shareholder; and (2) for a Series to assume,
upon request by the shareholder, the defense of any claim made against
the shareholder for any act or obligation of the Series 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 the Trust or Series would be unable to meet its
obligations.  
 
  We hereby consent to the reference to our firm under the caption
"Legal Matters" in the Proxy Statement and Prospectus which
constitutes a part of the Registration Statement.  We further consent
to your filing a copy of this opinion as an exhibit to the
Registration Statement.
 
      Very truly yours,
      
      /s/ Kirkpatrick & Lockhart LLP
 
      Kirkpatrick & Lockhart LLP