Exhibit 12
 
 
 
 
 
KIKPATRICK & LOCKHART LLP
1500 Oliver Building
Pittsburgh, Pennsylvania  15222-2312
 
Telephone (412) 355-6500
Facsimile (412) 355-6501
 
January 25, 1999
 
Fidelity Union Street Trust
Fidelity Income Fund
82 Devonshire Street
Boston, MA 02109
 
Ladies and Gentlemen:
 
 Fidelity Union Street Trust ("FUST"), a Massachusetts business trust,
on behalf of Spartan Ginnie Mae Fund ("Acquired"), a series of FUST,
and Fidelity Income Fund ("FIF"), a Massachusetts business trust, on
behalf of Fidelity Ginnie Mae Fund ("Acquiring"), a series of FIF,
have requested our opinion as to certain federal income tax
consequences of a transaction ("Reorganization") in which Acquiring
will acquire all of the assets and assume all of the liabilities of
Acquired in exchange solely for shares of beneficial interest in
Acquiring ("Acquiring Shares") pursuant to an Agreement and Plan of
Reorganization ("Agreement") expected to be entered into between
Acquired and Acquiring as of March 22, 1999.
 
 In rendering this opinion, we have examined a draft of the Agreement
("Draft Agreement"), the prospectus/proxy statement to be filed with
the Securities and Exchange Commission ("SEC") in connection with the
Reorganization, the currently effective prospectuses and statements of
additional information of Acquired and Acquiring, and such other
documents as we have deemed necessary.  We have also relied, with your
consent, on certificates of officers of FUST and FIF.
 
 OPINION
 
 Based solely on the facts and representations set forth in the
reviewed documents and the certificates of officers of FUST and FIF,
and assuming that (i) those representations are true on the date of
the Reorganization, (ii) the Reorganization is consummated in
accordance with the Agreement, and (iii) the Agreement does not differ
materially from the Draft Agreement, our opinion with respect to the
federal income tax consequences of the Reorganization is as follows.
 
 
 
 1. The Reorganization will be a reorganization under section
368(a)(1)(C) of the Internal Revenue Code of 1986, as amended
("Code"), and Acquired and Acquiring will each be parties to the
Reorganization under section 368(b) of the Code.
 
 2. No gain or loss will be recognized by Acquired upon the transfer
of all of its assets to Acquiring in exchange solely for Acquiring
Shares and Acquiring's assumption of Acquired's liabilities followed
by the distribution of those Acquiring Shares to the Acquired
shareholders in liquidation of Acquired. 
 
 3. No gain or loss will be recognized by Acquiring on the receipt of
Acquired's assets in exchange solely for Acquiring Shares and the
assumption of Acquired's liabilities. 
 
 4. The basis of Acquired's assets in the hands of Acquiring will be
the same as the basis of such assets in Acquired's hands immediately
prior to the Reorganization.  
 
 5. Acquiring's holding period in the assets to be received from
Acquired will include Acquired's holding period in such assets. 
 
 6. The Acquired shareholders will recognize no gain or loss on the
exchange of the shares of beneficial interest in Acquired ("Acquired
Shares") solely for the Acquiring Shares in the Reorganization.
 
 7. The Acquired shareholders' basis in the Acquiring Shares to be
received by them will be the same as their basis in the Acquired
Shares to be surrendered in exchange therefor.  
 
 8. The holding period of the Acquiring Shares to be received by the
Acquired shareholders will include the holding period of the Acquired
Shares to be surrendered in exchange therefor, provided those Acquired
Shares were held as capital assets on the date of the Reorganization. 
 
 The foregoing opinion is based on, and is conditioned on the
continued applicability of, the provisions of the Code and the
regulations thereunder, case law precedent, and the Internal Revenue
Service pronouncements in existence at the date hereof.  We express no
opinion as to whether Acquired will recognize gain under Section 1256
of the Code on the transfer of  futures, forwards, or options to
Acquiring in the Reorganization.  Nor do we express any opinion other
than those contained herein.
 
 We consent to the inclusion of this opinion in the Registration
Statement on Form N 14 filed with the SEC and the inclusion of the
name "Kirkpatrick & Lockhart LLP" in the "Federal Income Tax
Consequences of the Reorganization," "Federal Income Tax
Considerations" and "Legal Matters" sections of that Registration
Statement.
 
Very truly yours,
 
/s/ Kirkpatrick & Lockhart LLP
 
Kirkpatrick & Lockhart LLP