N-CSR 1 main.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-2676

Fidelity School Street Trust
(Exact name of registrant as specified in charter)

82 Devonshire St., Boston, Massachusetts 02109
(Address of principal executive offices) (Zip code)

Eric D. Roiter, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-563-7000

Date of fiscal year end:

December 31

Date of reporting period:

December 31, 2004

Item 1. Reports to Stockholders

Spartan®

Intermediate Municipal Income
Fund

Annual Report

December 31, 2004

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

A summary of major shifts in the fund's investments over the past six months.

Investments

<Click Here>

A complete list of the fund's investments with their market values.

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets,
as well as financial highlights.

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/holdings.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity fund, including charges and expenses, call 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings.

For nearly 60 years, Fidelity has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended December 31, 2004

Past 1
year

Past 5
years

Past 10
years

Spartan® Intermediate Municipal Income Fund

3.74%

6.54%

6.44%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Spartan® Intermediate Municipal Income Fund on December 31, 1994. The chart shows how the value of your investment would have changed, and also shows how the Lehman Brothers® Municipal Bond Index performed over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from Doug McGinley, Portfolio Manager of Spartan® Intermediate Municipal Income Fund

Despite persistent inflation concerns and the Federal Reserve Board raising interest rates multiple times in the second half of the year, the municipal bond market registered positive performance for the year ending December 31, 2004. In that time, the Lehman Brothers® Municipal Bond Index rose 4.48%. In comparison, the Lehman Brothers Aggregate Bond Index - a proxy of the overall investment-grade taxable debt market - returned 4.34%. This marks the second consecutive year in which tax-free munis outperformed taxable bonds on an absolute basis. Demand for munis generally was strong in 2004, except for a rough patch in the spring when strong labor markets fueled expectations of rising inflation. Shortly thereafter, the Fed began a series of five 0.25 percentage-point interest rate hikes between June 30 and December 14. While munis typically don't react well to such actions, they responded with positive returns in each of the year's final six months, partly due to reassurances by the Fed that it intended to raise rates in a "measured fashion."

For the 12 months ending December 31, 2004, the fund returned 3.74%. During the same period, the LipperSM Intermediate Municipal Debt Funds Average returned 2.59% and the Lehman Brothers 1-17 Year Municipal Bond Index returned 3.56%. Continued low interest rates muted bond returns during the past year. Likely aiding the fund's outperformance of its Lipper peer group average was its slight overweighting in lower-quality investment-grade muni bonds, particularly in the health care, utility and corporate-backed sectors. Demand for these bonds generally was quite strong, as each sector was helped by favorable developments. Security selection within each group also was generally advantageous. However, performance was likely curtailed by the fact that the fund didn't own even more lower-quality bonds given how well they performed. I continued to avoid positioning the fund to benefit from a specific interest rate outlook during the period, a strategy that was helpful during most of the year given the uncertainty surrounding the pace of economic growth, the rate of inflation and the direction of interest rates.

The views expressed in this statement reflect those of the portfolio manager only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2004 to December 31, 2004).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
July 1, 2004

Ending
Account Value
December 31, 2004

Expenses Paid
During Period
*
July 1, 2004
to December 31, 2004

Actual

$ 1,000.00

$ 1,043.30

$ 2.16

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,023.03

$ 2.14

* Expenses are equal to the Fund's annualized expense ratio of .42%; multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Five States as of December 31, 2004

% of fund's
net assets

% of fund's net assets
6 months ago

Texas

18.5

20.9

Illinois

12.3

10.1

California

11.9

11.7

Washington

8.3

9.1

New York

6.4

5.7

Top Five Sectors as of December 31, 2004

% of fund's
net assets

% of fund's net assets
6 months ago

General Obligations

40.7

39.2

Electric Utilities

15.0

16.1

Transportation

11.8

11.1

Health Care

8.8

9.2

Escrowed/Pre-Refunded

7.1

7.5

Average Years to Maturity as of December 31, 2004

6 months ago

Years

8.6

8.4

Average years to maturity is based on the average time remaining to the stated maturity date of each bond, weighted by the market value of each bond.

Duration as of December 31, 2004

6 months ago

Years

5.4

5.5

Duration shows how much a bond fund's price fluctuates with changes in comparable interest rates. If rates rise 1%, for example, a fund with a five-year duration is likely to lose about 5% of its value. Other factors also can influence a bond fund's performance and share price. Accordingly, a bond fund's actual performance may differ from this example.

Quality Diversification (% of fund's net assets)

As of December 31, 2004

As of June 30, 2004

AAA 67.0%

AAA 67.5%

AA,A 24.1%

AA,A 23.7%

BBB 8.8%

BBB 9.1%

Not Rated 0.6%

Not Rated 0.0%

Short-Term
Investments and Net Other Assets* (0.5)%

Short-Term
Investments and Net Other Assets* (0.3)%



We have used ratings from Moody's® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P® ratings. Percentages are adjusted for the effect of futures contracts, if applicable.

*Short-Term Investments and Net Other Assets are not included in the pie chart.

Annual Report

Investments December 31, 2004

Showing Percentage of Net Assets

Municipal Bonds - 100.5%

Principal Amount (000s)

Value (Note 1) (000s)

Alabama - 1.4%

Alabama Pub. School & College Auth. Rev. Series 1999 C, 5.625% 7/1/13

$ 4,200

$ 4,717

Birmingham Gen. Oblig. Series 2002 A, 5.25% 4/1/07 (FSA Insured)

2,415

2,568

Huntsville Solid Waste Disp. Auth. & Resource Recovery Rev.:

5.25% 10/1/07 (MBIA Insured) (d)

1,700

1,800

5.25% 10/1/08 (MBIA Insured) (d)

3,055

3,279

5.75% 10/1/09 (MBIA Insured) (d)

3,865

4,257

Jefferson County Ltd. Oblig. School Warrants Series A:

5.25% 1/1/15

2,000

2,167

5.5% 1/1/22

1,100

1,186

Jefferson County Swr. Rev. Series A:

5% 2/1/33 (Pre-Refunded to 2/1/09 @ 101) (e)

2,915

3,206

5% 2/1/41 (Pre-Refunded to 2/1/11 @ 101) (e)

1,580

1,758

24,938

Alaska - 0.2%

Alaska Student Ln. Corp. Student Ln. Rev. Series A, 5.8% 7/1/12 (AMBAC Insured) (d)

2,935

3,237

Arizona - 0.2%

Arizona School Facilities Board Ctfs. of Prtn. Series C, 5% 9/1/09 (FSA Insured)

1,100

1,205

Arizona School Facilities Board State School Impt. Rev. 5.25% 7/1/20

1,000

1,088

Yuma Muni. Property Corp. Rev. 5% 7/1/12 (AMBAC Insured)

1,100

1,203

3,496

California - 11.9%

Alameda Corridor Trans. Auth. Rev. Series 1999 A, 0% 10/1/34 (MBIA Insured)

9,095

1,817

Cabrillo Cmnty. College District 5.25% 8/1/15 (MBIA Insured)

1,400

1,583

California Dept. of Wtr. Resources Central Valley Proj. Wtr. Sys. Rev. Series Y:

5.25% 12/1/16 (FGIC Insured)

5,000

5,578

5.25% 12/1/18 (FGIC Insured)

5,000

5,536

California Dept. of Wtr. Resources Pwr. Supply Rev.:

Series 2002 A:

5.5% 5/1/07

3,500

3,732

5.75% 5/1/17

1,800

2,032

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

California - continued

California Dept. of Wtr. Resources Pwr. Supply Rev.: - continued

Series A:

5.25% 5/1/07 (MBIA Insured)

$ 3,400

$ 3,625

5.25% 5/1/09 (MBIA Insured)

5,400

5,984

5.25% 5/1/10 (MBIA Insured)

1,155

1,292

5.5% 5/1/15 (AMBAC Insured)

2,600

2,934

6% 5/1/15

5,700

6,562

California Econ. Recovery:

Series 2004 A:

5% 7/1/16

4,100

4,381

5.25% 7/1/12

3,000

3,373

Series A:

5.25% 7/1/13 (MBIA Insured)

2,000

2,265

5.25% 7/1/14 (FGIC Insured)

1,300

1,476

Series B, 5%, tender 7/1/07 (c)

8,000

8,488

California Gen. Oblig.:

4.5% 2/1/09

2,800

2,986

5% 12/1/11 (MBIA Insured)

8,000

8,933

5% 2/1/25

4,000

4,129

5.25% 2/1/10 (FSA Insured)

7,100

7,921

5.25% 2/1/11

4,000

4,435

5.25% 3/1/12

2,210

2,471

5.25% 2/1/15

5,000

5,549

5.25% 2/1/16

8,500

9,434

5.5% 3/1/11

8,500

9,554

5.5% 3/1/11 (FGIC Insured)

3,000

3,408

5.5% 4/1/13 (AMBAC Insured)

1,000

1,144

5.5% 4/1/30

1,500

1,612

5.75% 10/1/10

2,200

2,502

5.75% 10/1/10 (MBIA Insured)

3,000

3,451

California Health Facilities Fing. Auth. Rev. (Catholic Healthcare West Proj.) Series I, 4.95%, tender 7/1/14 (c)

3,000

3,136

California Hsg. Fin. Agcy. Home Mtg. Rev. Series 1983 A, 0% 2/1/15 (MBIA Insured)

19,346

8,622

California Poll. Cont. Fing. Auth. Ctfs. of Prtn. (Pacific Gas & Elec. Co. Proj.) Series 2004 B, 3.5%, tender 6/1/07 (FGIC Insured) (c)(d)

8,000

8,090

California Poll. Cont. Fing. Auth. Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) Series A, 5%, tender 5/1/13 (c)(d)

3,000

3,085

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

California - continued

California Pub. Works Board Lease Rev. (Coalinga State Hosp. Proj.) Series 2004 A, 5.5% 6/1/16

$ 5,600

$ 6,281

California Statewide Cmntys. Dev. Auth. Rev. (Kaiser Permanente Health Sys. Proj.) Series 2004 G, 2.3%, tender 5/1/07 (c)

4,000

3,970

Commerce Refuse To Energy Auth. Rev. 5.5% 7/1/12 (MBIA Insured) (b)

2,290

2,521

Foothill/Eastern Trans. Corridor Agcy. Toll Road Rev.:

Series A, 5% 1/1/35 (MBIA Insured)

1,900

1,925

0% 1/15/27 (a)

1,000

800

5% 1/15/16 (MBIA Insured)

1,000

1,067

5.75% 1/15/40

1,600

1,625

Golden State Tobacco Securitization Corp.:

Series 2003 A1, 6.75% 6/1/39

2,000

2,006

Series 2003 B:

5% 6/1/08

1,300

1,384

5.75% 6/1/22

3,600

3,787

5.75% 6/1/23

1,300

1,363

Long Beach Hbr. Rev. Series A, 5.5% 5/15/07 (FGIC Insured) (d)

2,450

2,605

Los Angeles Unified School District:

Series A:

5.375% 7/1/17 (MBIA Insured)

6,800

7,660

5.375% 7/1/18 (MBIA Insured)

2,100

2,356

Series F, 5% 7/1/15 (FSA Insured)

4,000

4,382

Modesto Irrigation District Elec. Rev. Series A, 9.625% 1/1/11 (Escrowed to Maturity) (e)

3,455

4,186

Orange County Local Trans. Auth. Sales Tax Rev. 6.2% 2/14/11 (AMBAC Insured)

2,000

2,307

Sacramento Pwr. Auth. Cogeneration Proj. Rev. 6.5% 7/1/08

2,000

2,147

San Diego County Ctfs. of Prtn.:

5% 10/1/06

1,135

1,187

5% 10/1/08

1,470

1,589

5.25% 10/1/10

1,620

1,798

San Francisco City & County Arpts. Commission Int'l. Arpt. Rev. Second Series 28A 5% 5/1/13 (MBIA Insured) (d)

1,340

1,434

San Joaquin Hills Trans. Corridor Agcy. Toll Road Rev. Series A:

0% 1/15/12 (MBIA Insured)

3,620

2,790

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

California - continued

San Joaquin Hills Trans. Corridor Agcy. Toll Road Rev. Series A: - continued

5.25% 1/15/30 (MBIA Insured)

$ 1,400

$ 1,466

Sulphur Springs Union School District Ctfs. of Prtn. (2002 School Facility Bridge Fdg. Prog.) 3.1%, tender 9/1/09 (FSA Insured) (c)

1,000

1,016

214,772

Colorado - 1.1%

Adams County Bldg. Auth. Rev. Series B, 0% 8/15/12 (Escrowed to Maturity) (e)

5,000

3,783

Adams County School District #172 5.5% 2/1/16 (FGIC Insured)

2,575

2,875

Colorado Health Facilities Auth. Rev. Series 2001, 6.625% 11/15/26

2,550

2,826

Denver City & County Arpt. Rev. Series D, 0% 11/15/06 (d)

4,500

4,221

Douglas and Elbert Counties School District #RE1 5.75% 12/15/20 (FGIC Insured)

1,000

1,155

E-470 Pub. Hwy. Auth. Rev. Series 2000 A, 5.75% 9/1/29 (MBIA Insured)

3,200

3,591

Larimer County School District #R1, Poudre 5.75% 12/15/17 (Pre-Refunded to 12/15/13 @ 100) (e)

1,365

1,604

20,055

Connecticut - 0.2%

Connecticut Gen. Oblig. Series D, 5.375% 11/15/18

4,000

4,433

District Of Columbia - 2.0%

District of Columbia Ctfs. of Prtn. (District's Pub. Safety and Emergency Preparedness Communications Ctr. and Related Technology Proj.) Series 2003, 5.5% 1/1/16 (AMBAC Insured)

1,930

2,173

District of Columbia Gen. Oblig.:

Series 1998 A:

5.25% 6/1/10 (MBIA Insured)

3,000

3,264

5.25% 6/1/11 (MBIA Insured)

3,905

4,240

Series 2001 B, 5.5% 6/1/13 (FSA Insured)

2,260

2,507

Series A, 5.25% 6/1/10 (FSA Insured)

1,000

1,107

Series C, 5.75% 12/1/05 (AMBAC Insured)

1,895

1,923

District of Columbia Rev.:

(George Washington Univ. Proj.) Series A, 5.75% 9/15/20 (MBIA Insured)

1,300

1,461

(Medstar Univ. Hosp. Proj.) Series D, 6.875%, tender 2/16/07 (c)(e)

11,000

12,044

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

District Of Columbia - continued

Metropolitan Washington Arpts. Auth. Gen. Arpt. Rev. Series 1998 B:

5.25% 10/1/09 (MBIA Insured) (d)

$ 3,475

$ 3,765

5.25% 10/1/10 (MBIA Insured) (d)

2,780

2,989

35,473

Florida - 3.2%

Alachua County Health Facilities Auth. Health Facilities Rev. (Avmed/Santa Fe Health Care Sys. Proj.) 6% 11/15/09 (Escrowed to Maturity) (e)

880

958

Florida Board of Ed. Lottery Rev. Series B:

6% 7/1/14 (FGIC Insured)

500

575

6% 7/1/15 (FGIC Insured)

1,245

1,431

Highlands County Health Facilities Auth. Rev. (Adventist Health Sys./Sunbelt Obligated Group Proj.):

3.35%, tender 9/1/05 (c)

14,200

14,299

5.25% 11/15/11

3,735

3,983

Hillsborough County Indl. Dev. Auth. Poll. Cont. Rev. (Tampa Elec. Co. Proj.) 4%, tender 8/1/07 (c)

18,000

18,365

Lee County Hosp. Board of Directors Hosp. Rev. (Lee Memorial Health Sys. Proj.) 6% 4/1/06 (MBIA Insured)

2,640

2,758

Miami Gen. Oblig. (Homeland Defense/Neighborhood Cap. Impt. Projs.) Series 2002, 5.5% 1/1/16 (MBIA Insured)

1,495

1,662

Miami-Dade County Cap. Asset Acquisition Fixed Rate Spl. Oblig. Series 2002 A, 5% 4/1/07 (AMBAC Insured)

1,245

1,318

Miami-Dade County School Board Ctfs. of Prtn. 5%, tender 5/1/11 (MBIA Insured) (c)

1,400

1,526

Orange County School Board Ctfs. of Prtn. Series A, 0% 8/1/13 (MBIA Insured)

2,365

1,690

Palm Beach County School Board Ctfs. of Prtn. Series D, 5.25% 8/1/14 (FSA Insured)

3,500

3,875

Pasco County Solid Waste Disp. & Resource Recovery Sys. Rev. 6% 4/1/10 (AMBAC Insured) (d)

2,000

2,253

Seminole County School Board Ctfs. of Prtn. Series A, 5% 7/1/12 (MBIA Insured) (b)

1,520

1,650

Volusia County School Board Ctfs. of Prtn. (School Board of Volusia County Master Lease Prog.) 4.5% 8/1/07 (FSA Insured) (b)

2,000

2,082

58,425

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Georgia - 1.5%

Athens-Clarke County Unified Govt. Wtr. & Swr. Rev. 4% 1/1/05

$ 850

$ 850

Atlanta Arpt. Rev.:

Series 2000 B, 5.625% 1/1/09 (FGIC Insured) (d)

1,620

1,767

Series A, 5.375% 1/1/12 (FSA Insured) (d)

4,000

4,373

Series F, 5.25% 1/1/13 (FSA Insured) (d)

1,200

1,303

College Park Bus. & Indl. Dev. Auth. Civic Ctr. Proj. Rev. Series 2000, 5.75% 9/1/20 (AMBAC Insured)

1,500

1,700

Columbia County Gen. Oblig. 5% 1/1/10 (FSA Insured)

1,500

1,645

Coweta County Dev. Auth. Rev. (Newman Wtr. Swr. & Lt. Common Proj.) 5.75% 1/1/16 (AMBAC Insured)

1,440

1,620

Fulton DeKalb Hosp. Auth. Hosp. Rev.:

5% 1/1/07 (FSA Insured)

1,000

1,051

5% 1/1/10 (FSA Insured)

3,370

3,678

Georgia Gen. Oblig. Series 1993 A, 7.45% 1/1/09

2,880

3,411

Georgia Muni. Elec. Auth. Pwr. Rev. 6.6% 1/1/18 (MBIA Insured)

1,585

1,972

Gilmer County School District 4.75% 4/1/10

2,000

2,171

Henry County Wtr. & Swr. Auth. Rev. 5% 2/1/11 (MBIA Insured)

1,245

1,355

26,896

Hawaii - 0.6%

Hawaii Arpts. Sys. Rev.:

Series 2000 B, 8% 7/1/10 (FGIC Insured) (d)

3,700

4,517

Series 2001, 5.5% 7/1/06 (FGIC Insured) (d)

1,000

1,046

Hawaii Gen. Oblig.:

Series CN, 5.25% 3/1/12 (FGIC Insured)

2,880

3,089

Series CY, 5.25% 2/1/10 (FSA Insured)

1,275

1,413

10,065

Illinois - 12.3%

Chicago Board of Ed.:

Series 1997 A, 0% 12/1/15 (AMBAC Insured)

1,150

718

Series A, 0% 12/1/16 (FGIC Insured)

1,000

587

Chicago Gen. Oblig.:

(City Colleges Proj.) 0% 1/1/16 (FGIC Insured)

4,100

2,517

(Neighborhoods Alive 21 Prog.) Series 2000 A, 6% 1/1/28 (FGIC Insured)

2,100

2,368

Series A, 5.25% 1/1/22 (MBIA Insured)

1,000

1,081

Series A2, 6% 1/1/11 (AMBAC Insured)

1,205

1,391

Series C, 4% 1/1/09 (MBIA Insured)

3,500

3,675

5.25% 1/1/11 (FSA Insured)

2,070

2,306

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Illinois - continued

Chicago Midway Arpt. Rev.:

Series 2001 B, 5% 1/1/08 (FSA Insured)

$ 1,250

$ 1,339

Series A, 5.5% 1/1/29 (MBIA Insured)

4,000

4,160

Series B:

6% 1/1/09 (MBIA Insured) (d)

2,000

2,143

6.125% 1/1/12 (MBIA Insured) (d)

2,740

2,942

Chicago O'Hare Int'l. Arpt. Rev.:

Series 1999, 5.5% 1/1/11 (AMBAC Insured) (d)

10,000

10,916

Series A:

5.5% 1/1/10 (AMBAC Insured) (d)

1,350

1,475

6.25% 1/1/08 (AMBAC Insured) (d)

9,820

10,655

5.5% 1/1/09 (AMBAC Insured) (d)

4,400

4,804

Chicago Park District:

Series 2001 A, 5.5% 1/1/18 (FGIC Insured)

2,400

2,641

Series A, 5.25% 1/1/21 (FGIC Insured)

1,765

1,925

Series C, 5% 1/1/10 (AMBAC Insured)

1,000

1,093

Chicago Sales Tax Rev. 5.5% 1/1/12 (FGIC Insured)

2,200

2,495

Chicago Skyway Toll Bridge Rev. Series 1996, 5.5% 1/1/23 (MBIA Insured)

1,520

1,630

Chicago Spl. Trans. Rev.:

Series 2001, 5.5% 1/1/17 (AMBAC Insured)

1,000

1,111

5.5% 1/1/12 (AMBAC Insured)

1,470

1,651

Chicago Transit Auth. Cap. Grant Receipts Rev.:

(Fed. Transit Administration Section 5307 Formula Funds Proj.) Series B, 5% 6/1/10 (AMBAC Insured)

5,000

5,488

Series A, 4.25% 6/1/08 (AMBAC Insured)

3,545

3,645

Cook County Cmnty. College District #508 Ctfs. of Prtn. 8.75% 1/1/07 (FGIC Insured)

5,000

5,615

Cook County Cmnty. Consolidated School District #21, Wheeling:

0% 12/1/13 (FSA Insured)

2,500

1,737

0% 12/1/18 (FSA Insured)

3,900

2,039

Cook County Cmnty. Unit School District #401 Elmwood Park 0% 12/1/10 (FSA Insured)

3,275

2,645

Cook County High School District #201 J. Sterling Mortan Tpk. 0% 12/1/11 (FGIC Insured)

4,275

3,290

DuPage County Forest Preserve District Rev. 0% 11/1/09

4,000

3,416

Granite City Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) 5%, tender 5/1/05 (c)(d)

7,000

7,038

Illinois Dev. Fin. Auth. Rev. (DePaul Univ. Proj.) Series 2004 C, 5.625% 10/1/15

1,505

1,677

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Illinois - continued

Illinois Dev. Fin. Auth. Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) Series 2000, 5.85% 2/1/07 (d)

$ 2,500

$ 2,628

Illinois Edl. Facilities Auth. Revs. (Univ. of Chicago Proj.):

Series 2004 B1, 3.45%, tender 7/1/08 (c)

5,600

5,730

Series B, 3.1%, tender 7/1/07 (c)

3,600

3,642

5.25% 7/1/41 (Pre-Refunded to 7/1/11 @ 101) (e)

2,490

2,813

Illinois Fin. Auth. Solid Waste Rev. (Republic Services, Inc. Proj.) 3.65%, tender 5/1/07 (c)(d)

5,900

5,938

Illinois Gen. Oblig.:

First Series:

5.25% 4/1/10 (MBIA Insured)

2,495

2,769

5.25% 12/1/17 (FSA Insured)

1,000

1,095

5.375% 7/1/15 (MBIA Insured)

1,300

1,443

5.5% 8/1/10

1,400

1,571

5.5% 4/1/16 (FSA Insured)

1,000

1,115

5.5% 2/1/18 (FGIC Insured)

1,000

1,109

5.5% 8/1/19 (MBIA Insured)

1,250

1,398

Series A, 5% 10/1/09

1,400

1,533

5.25% 6/1/09

1,200

1,323

5.5% 4/1/17 (MBIA Insured)

2,600

2,857

5.6% 4/1/21 (MBIA Insured)

2,800

3,078

Illinois Health Facilities Auth. Rev.:

(Condell Med. Ctr. Proj.):

5% 5/15/09

1,040

1,083

7% 5/15/22

5,000

5,570

(Decatur Memorial Hosp. Proj.) Series 2001, 5.6% 10/1/16

2,600

2,786

(Riverside Health Sys. Proj.) 6.8% 11/15/20 (Pre-Refunded to 11/15/10 @ 101) (e)

2,755

3,340

Illinois Sales Tax Rev.:

Series W, 5% 6/15/13

3,430

3,580

6% 6/15/20

1,600

1,819

Kane & DuPage Counties Cmnty. Unit School District #303, Saint Charles Series A, 5.5% 1/1/14 (FSA Insured)

3,700

4,163

Kane County School District #129, Aurora West Side Series A:

5.75% 2/1/15 (FGIC Insured)

2,580

2,941

5.75% 2/1/16 (FGIC Insured)

2,165

2,459

Kane, Cook & DuPage Counties School District #46 Elgin 6.375% 1/1/18 (FSA Insured)

1,000

1,170

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Illinois - continued

Kane, McHenry, Cook & DeKalb Counties Cmnty. Unit School District #300, Carpentersville:

0% 12/1/18 (AMBAC Insured)

$ 4,535

$ 2,403

5.5% 12/1/16 (MBIA Insured)

2,500

2,795

Lake County Cmnty. Consolidated School District #50, Woodland Series 2000 A, 6% 12/1/20 (FGIC Insured)

3,000

3,333

Lake County Cmnty. Unit School District #60 Waukegan:

Series C:

0% 12/1/13 (FSA Insured)

5,590

3,884

0% 12/1/14 (FSA Insured)

5,180

3,405

0% 12/1/15 (FSA Insured)

3,810

2,373

Series D:

0% 12/1/09 (FSA Insured)

3,480

2,962

0% 12/1/10 (FSA Insured)

3,380

2,730

Lake County Warren Township High School District #121, Gurnee Series C, 5.75% 3/1/20 (AMBAC Insured)

2,370

2,739

Metropolitan Pier & Exposition Auth. Dedicated State Tax Rev.:

(McCormick Place Expansion Proj.):

Series 2002 A, 5.75% 6/15/41 (MBIA Insured) (f)

7,100

7,936

Series A:

0% 6/15/11 (Escrowed to Maturity) (e)

7,780

6,198

0% 6/15/16 (FGIC Insured)

2,050

1,243

0% 6/15/17 (FGIC Insured)

3,240

1,862

0% 6/15/31 (MBIA Insured)

4,900

1,229

Series 2002 A, 0% 6/15/14 (FGIC Insured)

3,895

2,633

Univ. of Illinois Auxiliary Facilities Sys. Rev. (UIC South Campus Dev. Proj.) 5.75% 1/15/19 (FGIC Insured)

1,000

1,112

Univ. of Illinois Ctfs. of Prtn. (Util. Infrastructure Projs.) 5% 8/15/11 (AMBAC Insured)

1,300

1,434

Will County Forest Preservation District Series B, 0% 12/1/14 (FGIC Insured)

1,000

657

222,094

Indiana - 3.0%

Anderson Ind. School Bldg. Corp.:

5.5% 7/15/22 (FSA Insured)

2,210

2,461

5.5% 7/15/23 (FSA Insured)

1,000

1,108

Crown Point Multi-School Bldg. Corp. (Crown Point Cmnty. School Corp. Proj.) 0% 1/15/18 (MBIA Insured)

6,850

3,749

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Indiana - continued

GCS School Bldg. Corp. One 5.5% 7/15/12 (FSA Insured)

$ 1,280

$ 1,455

Indiana Bond Bank Rev. Series B, 5% 2/1/11 (MBIA Insured)

1,595

1,758

Indiana Dev. Fin. Auth. Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) 2.7%, tender 10/1/05 (c)(d)

2,000

1,994

Indiana Office Bldg. Commission Facilities Rev. (New Castle Correctional Facility Proj.) Series 2002 A, 5.25% 7/1/09 (FGIC Insured)

2,210

2,439

Indiana Trans. Fin. Auth. Hwy. Series 1993 A:

0% 12/1/17 (AMBAC Insured)

1,470

823

0% 6/1/18 (AMBAC Insured)

1,700

922

Indianapolis Local Pub. Impt. Bond Bank (Indianapolis Arpt. Auth. Proj.) Series I:

5% 1/1/09 (MBIA Insured) (d)

1,600

1,711

5.25% 1/1/10 (MBIA Insured) (d)

3,545

3,833

Indianapolis Resource Recovery Rev. (Ogden Martin Sys., Inc. Proj.) 6.75% 12/1/07 (AMBAC Insured)

3,000

3,304

Indianapolis Thermal Energy Sys. Series 2001 A, 5.5% 10/1/16 (MBIA Insured)

5,000

5,600

Ivy Tech State College Series I, 5% 7/1/10 (AMBAC Insured)

1,640

1,801

Lawrenceburg School Bldg. Corp. 5.5% 7/15/17 (FGIC Insured)

1,090

1,219

Michigan City School Bldg. Corp. 5% 1/1/12 (MBIA Insured)

2,210

2,418

Petersburg Poll. Cont. Rev. 5.75% 8/1/21

9,000

9,430

Rockport Poll. Cont. Rev. 4.9%, tender 6/1/07 (c)

5,000

5,199

Southmont School Bldg. Corp.:

5% 1/15/14 (FGIC Insured)

1,690

1,841

5% 7/15/17 (FGIC Insured)

2,000

2,146

55,211

Iowa - 0.1%

Tobacco Settlement Auth. Tobacco Settlement Rev. 5.3% 6/1/25

3,000

2,614

Kansas - 1.0%

Burlington Envir. Impt. Rev. (Kansas City Pwr. & Lt. Co. Proj.):

Series A, 4.75%, tender 10/1/07 (c)

2,800

2,929

Series C, 2.38%, tender 9/1/05 (c)

4,000

3,985

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Kansas - continued

Kansas Dev. Fin. Auth. Pub. Wtr. Supply Revolving Ln. Fund Rev.:

(Sisters of Charity Leavenworth Health Svc. Co. Proj.):

5.25% 12/1/10 (MBIA Insured)

$ 2,230

$ 2,420

5.25% 12/1/11 (MBIA Insured)

1,805

1,954

(Wtr. Poll. Revolving Fund Prog.):

Series II, 5.5% 11/1/19

1,000

1,130

5.5% 11/1/20

1,000

1,125

Series 2000 2, 5.75% 4/1/15 (Pre-Refunded to 10/1/10 @ 100) (e)

1,715

1,969

La Cygne Envir. Impt. Rev. (Kansas City Pwr. & Lt. Co. Proj.) Series 1994, 2.25%, tender 9/1/05 (c)

2,500

2,491

18,003

Kentucky - 0.2%

Kenton County Arpt. Board Arpt. Rev. Series B, 5% 3/1/10 (MBIA Insured) (d)

1,645

1,766

Louisville & Jefferson County Reg'l. Arpt. Auth. Arpt. Sys. Rev. Series C, 5.5% 7/1/12 (FSA Insured) (d)

2,250

2,493

4,259

Maine - 0.2%

Maine Tpk. Auth. Tpk. Rev. Series 2000, 5.75% 7/1/28 (FGIC Insured)

3,310

3,680

Maryland - 0.5%

Prince Georges County Gen. Oblig. Series 2004 D:

5% 12/1/10

5,855

6,509

5% 12/1/11

2,530

2,805

9,314

Massachusetts - 3.7%

Massachusetts Bay Trans. Auth.:

Series A:

5.75% 7/1/18

260

293

5.75% 7/1/18 (Pre-Refunded to 7/1/10 @ 100) (e)

2,740

3,138

Series C, 5% 3/1/24

3,605

3,700

Massachusetts Dev. Fin. Agcy. Rev. (Massachusetts Biomedical Research Corp. Proj.):

6.375% 8/1/14

1,315

1,496

6.375% 8/1/15

2,460

2,774

6.375% 8/1/16

2,570

2,909

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Massachusetts - continued

Massachusetts Dev. Fin. Agcy. Solid Waste Disp. Rev. (Waste Mgmt., Inc. Proj.) 5.5%, tender 5/1/14 (c)(d)

$ 3,000

$ 3,195

Massachusetts Ed. Ln. Auth. Ed. Ln. Rev. Series B Issue E, 6% 1/1/12 (AMBAC Insured) (d)

1,660

1,693

Massachusetts Fed. Hwy. Series 2000 A:

5.75% 6/15/11

4,000

4,527

5.75% 6/15/13

3,000

3,380

Massachusetts Gen. Oblig.:

Series 2001 A, 5.5% 1/1/11

4,000

4,502

Series 2002 B, 5% 2/1/06

10,000

10,296

Series C, 5.25% 11/1/30 (Pre-Refunded to 11/1/12 @ 100) (e)

2,000

2,239

Massachusetts Indl. Fin. Agcy. Rev. (Massachusetts Biomedical Research Corp. Proj.) Series A2, 0% 8/1/07

5,800

5,385

Massachusetts Port Auth. Spl. Facilities Rev. (Delta Air Lines, Inc. Proj.) Series A, 5.5% 1/1/17 (AMBAC Insured) (d)

4,040

4,260

Massachusetts Spl. Oblig. Dedicated Tax Rev. 5.75% 1/1/32 (FGIC Insured)

5,500

6,207

Massachusetts Tpk. Auth. Western Tpk. Rev. Series A, 5.55% 1/1/17 (MBIA Insured)

7,470

7,487

Massachusetts Wtr. Poll. Abatement Trust Wtr. Poll. Abatement Rev. (MWRA Ln. Prog.) Series A, 5.25% 8/1/13

25

27

67,508

Michigan - 3.4%

Clarkston Cmnty. Schools 5.375% 5/1/22

1,000

1,112

Detroit City School District Series A, 5.5% 5/1/11 (FSA Insured)

1,965

2,225

Detroit Convention Facilities Rev. (Cobo Hall Expansion Proj.):

5% 9/30/11 (MBIA Insured)

2,000

2,214

5% 9/30/12 (MBIA Insured)

1,500

1,663

Detroit Gen. Oblig.:

Series A:

5% 4/1/06 (FSA Insured) (b)

2,100

2,163

5% 4/1/08 (FSA Insured) (b)

6,600

7,076

Series B1, 5% 4/1/13 (AMBAC Insured)

2,305

2,537

Detroit Swr. Disp. Rev. Series 2001 D1, 5.5%, tender 7/1/08 (MBIA Insured) (c)

10,000

10,905

Detroit Wtr. Supply Sys. Rev. Series 2001 A, 5.25% 7/1/33 (FGIC Insured)

190

198

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Michigan - continued

Ferndale Gen. Oblig. 5% 4/1/16 (FGIC Insured)

$ 1,450

$ 1,574

Michigan Ctfs. of Prtn. 5.75% 6/1/17 (AMBAC Insured)

1,000

1,124

Michigan Higher Ed. Student Ln. Auth. Rev. Series XII W, 4.875% 9/1/10 (AMBAC Insured) (d)

8,915

9,463

Michigan Hosp. Fin. Auth. Hosp. Rev.:

(Ascension Health Cr. Group Proj.) Series A, 6.125% 11/15/26 (Pre-Refunded to 11/15/09 @ 101) (e)

800

930

(Crittenton Hosp. Proj.) Series A:

5.5% 3/1/16

1,000

1,071

5.5% 3/1/17

1,885

2,014

(McLaren Health Care Corp. Proj.) Series A, 5% 6/1/19

8,000

8,163

(Mercy Health Svcs. Proj.) Series Q, 6% 8/15/09 (Escrowed to Maturity) (e)

1,195

1,278

(Oakwood Obligated Group Proj.) 5.5% 11/1/11

1,915

2,114

Michigan Muni. Bond Auth. Rev. Series G, 6.3% 11/1/05 (AMBAC Insured)

40

41

Michigan Pub. Pwr. Agcy. Rev. (Belle River Proj.) Series A, 5.25% 1/1/09 (MBIA Insured)

1,000

1,097

Michigan Strategic Fund Ltd. Oblig. Rev. (Detroit Edison Co. Proj.) Series A, 5.55% 9/1/29 (MBIA Insured) (d)

1,500

1,590

Southfield Pub. Schools Series A, 5.25% 5/1/16 (Liquidity Facility Sumitomo Bank Lease Fin., Inc. (SBLF))

1,025

1,138

61,690

Minnesota - 0.8%

Metropolitan Council Minneapolis-Saint Paul Metropolitan Area Series 2004 A, 5% 9/1/07 (b)

1,350

1,419

Minneapolis & Saint Paul Hsg. & Redev. Auth. Health Care Sys. Rev. (Health Partners Oblig. Group Proj.):

5.25% 12/1/09

1,250

1,333

5.625% 12/1/22

575

606

Osseo Independent School District #279 Series B, 5% 2/1/13

2,445

2,640

Rochester Health Care Facilities Rev. (Mayo Foundation Proj.) Series A, 5.5% 11/15/27

5,910

6,261

Waconia Independent School District #110 Series A:

5% 2/1/05 (FSA Insured)

535

536

5% 2/1/07 (FSA Insured)

750

791

13,586

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Mississippi - 0.2%

Mississippi Higher Ed. Student Ln. Series 2000 B3, 5.45% 3/1/10 (d)

$ 3,800

$ 4,111

Missouri - 0.8%

Kansas City School District Bldg. Corp. Rev.:

(School District Elementary School Proj.) Series 2003 B, 5% 2/1/12 (FGIC Insured)

2,900

3,203

Series A, 5% 2/1/08 (FGIC Insured)

1,905

2,042

Mehlville School District #R-9, Saint Louis County Ctfs. of Prtn. (Missouri Cap. Impt. Projs.) Series 2002, 5.5% 9/1/17 (FSA Insured)

1,000

1,111

Missouri Envir. Impt. & Energy Resources Auth. Wtr. Poll. Cont. & Drinking Wtr. Rev. (State Revolving Fund Prog.) Series 2003 A, 5.125% 1/1/20

2,315

2,510

Missouri Highways & Trans. Commission State Road Rev. Series 2001 A, 5.625% 2/1/13

2,370

2,668

Saint Louis Muni. Fin. Corp. Leasehold Rev. (Civil Courts Bldg. Proj.) Series 2003 A, 5% 8/1/10 (FSA Insured)

2,010

2,203

13,737

Montana - 0.2%

Forsyth Poll. Cont. Rev. (Portland Gen. Elec. Co. Projs.) Series A, 5.2%, tender 5/1/09 (c)

2,900

3,085

Nebraska - 0.2%

Lancaster County School District #1 (Lincoln Pub. Schools Proj.) 4% 1/15/07

1,975

2,037

Nebraska Pub. Pwr. District Rev. Series 2003 A, 5% 1/1/10 (AMBAC Insured)

1,435

1,571

3,608

Nevada - 1.5%

Clark County Arpt. Rev. Series C:

5.375% 7/1/18 (AMBAC Insured) (d)

1,500

1,625

5.375% 7/1/20 (AMBAC Insured) (d)

1,100

1,176

Clark County Gen. Oblig. Series 2000, 5.5% 7/1/30 (MBIA Insured)

1,500

1,612

Clark County Las Vegas-McCarran Int'l. Arpt. Passenger Facility Charge Rev. Series 2002 A, 5% 7/1/07 (MBIA Insured) (d)

5,735

6,049

Clark County School District:

Series 2000 A:

5.75% 6/15/17 (Pre-Refunded to 6/15/10 @ 100) (e)

1,600

1,831

5.75% 6/15/20 (Pre-Refunded to 6/15/10 @ 100) (e)

2,800

3,204

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Nevada - continued

Clark County School District: - continued

Series C, 5.375% 6/15/15 (MBIA Insured)

$ 1,000

$ 1,116

Series F, 5.5% 6/15/16 (FSA Insured)

1,400

1,561

5.5% 6/15/13 (FSA Insured)

4,000

4,571

Las Vegas Valley Wtr. District Series B, 5.25% 6/1/17 (MBIA Insured)

2,300

2,531

Washoe County Gen. Oblig. Series 2000 B, 0% 7/1/16 (FSA Insured)

4,140

2,500

27,776

New Hampshire - 0.2%

Manchester School Facilities Rev. 5.5% 6/1/20 (Pre-Refunded to 6/1/13 @ 100) (e)

1,150

1,324

New Hampshire Health & Ed. Facilities Auth. Rev. (Univ. Sys. of New Hampshire Proj.) 5.25% 7/1/07 (AMBAC Insured)

1,880

2,006

3,330

New Jersey - 2.7%

Elizabeth Gen. Oblig. 5.25% 8/15/09 (MBIA Insured) (b)

1,200

1,295

New Jersey Health Care Facilities Fing. Auth. Rev. (Atlantic City Med. Ctr. Proj.) 5.25% 7/1/05

2,250

2,278

New Jersey Tpk. Auth. Tpk. Rev.:

Series 2004 A, 3.15%, tender 1/1/10 (AMBAC Insured) (c)

5,350

5,370

Series A, 5.625% 1/1/15 (MBIA Insured)

520

573

New Jersey Trans. Trust Fund Auth.:

Series 2003 C, 5.5% 6/15/18

2,330

2,605

Series 2005 A, 5% 12/15/07 (MBIA Insured) (b)

4,000

4,253

Series A:

5.25% 12/15/08 (MBIA Insured) (b)

5,000

5,448

5.25% 6/15/17 (FGIC Insured)

3,980

4,384

Series B, 5.25% 12/15/10 (FGIC Insured)

4,500

5,034

Series C:

5.5% 6/15/19

2,200

2,449

5.5% 6/15/23

10,000

11,021

Tobacco Settlement Fing. Corp. 5.75% 6/1/32

5,145

4,920

49,630

New Mexico - 0.4%

Albuquerque Arpt. Rev. 6.5% 7/1/07 (AMBAC Insured) (d)

1,400

1,525

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

New Mexico - continued

Farmington Poll. Cont. Rev. (Tucson Gas & Elec. Co. Proj.) Series A, 6.1% 1/1/08 (MBIA Insured)

$ 1,085

$ 1,088

New Mexico Edl. Assistance Foundation Sr. Series A3, 4.95% 3/1/09 (d)

2,000

2,134

New Mexico Edl. Assistance Foundation Student Ln. Rev. Sr. Series IV A1, 7.05% 3/1/10 (d)

2,075

2,129

6,876

New York - 6.4%

Erie County Indl. Dev. Agcy. School Facility Rev. (Buffalo City School District Proj.):

5.75% 5/1/16 (FSA Insured)

4,740

5,456

5.75% 5/1/19 (FSA Insured)

5,590

6,453

5.75% 5/1/22 (FSA Insured)

10,765

12,298

Long Island Pwr. Auth. Elec. Sys. Rev. Series B:

5% 6/1/10

2,600

2,814

5% 6/1/11

1,075

1,167

Metropolitan Trans. Auth. Rev. Series F, 5.25% 11/15/27 (MBIA Insured)

1,400

1,493

Metropolitan Trans. Auth. Svc. Contract Rev.:

Series 2002 B, 5% 1/1/07

3,090

3,250

Series 7, 5.625% 7/1/16 (Escrowed to Maturity) (e)

2,495

2,526

Series A, 5.5% 1/1/20 (MBIA Insured)

1,600

1,797

Series B, 5.5% 7/1/19 (MBIA Insured)

1,000

1,123

Series O, 5.75% 7/1/13 (Escrowed to Maturity) (e)

1,700

1,945

Metropolitan Trans. Auth. Transit Facilities Rev. Series C, 4.75% 7/1/16 (Pre-Refunded to 1/1/12 @ 100) (e)

305

336

Nassau County Gen. Oblig. Series Z:

5% 9/1/11 (FGIC Insured)

850

924

5% 9/1/13 (FGIC Insured)

1,880

2,089

Nassau County Interim Fin. Auth. Series 2000 A, 5.75% 11/15/11 (MBIA Insured)

1,000

1,138

New York City Gen. Oblig.:

Series 2000 A, 6.5% 5/15/11

2,400

2,779

Series 2003 B, 7.5% 2/1/05

195

196

Series A, 5.25% 11/1/14 (MBIA Insured)

600

664

Series C, 5.75% 3/15/27 (FSA Insured)

1,500

1,679

Series E, 6% 8/1/11

60

64

Series G, 5.25% 8/1/14 (AMBAC Insured)

1,000

1,100

Series H, 5.75% 3/15/11 (FGIC Insured)

1,605

1,828

Series J:

5.875% 2/15/19

145

153

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

New York - continued

New York City Gen. Oblig.: - continued

Series J:

5.875% 2/15/19 (Pre-Refunded to 2/15/06 @ 101.5) (e)

$ 700

$ 739

New York State Dorm. Auth. Revs.:

(City Univ. Sys. Consolidation Proj.):

Series A, 5.75% 7/1/13

3,400

3,846

Series C, 7.5% 7/1/10

2,500

2,835

(Long Island Jewish Med. Ctr. Proj.) 5.25% 7/1/11 (MBIA Insured)

1,400

1,526

(New York & Presbyterian Hosp. Proj.) 4.4% 8/1/13 (AMBAC Insured)

855

871

Series 2003 A, 5% 3/15/09

3,000

3,264

New York State Envir. Facilities Corp. Clean Wtr. & Drinking Wtr. Rev. Series F:

4.875% 6/15/18

1,100

1,148

4.875% 6/15/20

2,200

2,287

5% 6/15/15

775

838

New York State Thruway Auth. State Personal Income Tax Rev. Series A, 5.5% 3/15/17

1,020

1,136

New York State Thruway Auth. Svc. Contract Rev. 5.5% 4/1/16

765

846

New York State Urban Dev. Corp. Rev. (Correctional Facilities-Svc. Contract Proj.) Series B, 4.75% 1/1/28 (Pre-Refunded to 1/1/09 @ 101) (e)

2,500

2,742

New York Thruway Auth. Second Gen. Hwy. & Bridge Trust Fund Series A, 5.25% 4/1/22 (MBIA Insured)

1,000

1,088

New York Transitional Fin. Auth. Rev. Series A, 5.75% 2/15/16

1,000

1,123

Tobacco Settlement Fing. Corp.:

Series 2004 B1, 5% 6/1/09 (FGIC Insured)

3,745

4,071

Series A1:

5% 6/1/11

12,750

13,176

5.25% 6/1/21 (AMBAC Insured)

2,200

2,375

5.25% 6/1/22 (AMBAC Insured)

3,450

3,709

5.5% 6/1/15

8,000

8,712

Series C1:

5.5% 6/1/14

2,700

2,928

5.5% 6/1/20

800

880

Triborough Bridge & Tunnel Auth. Revs. Series Y, 6% 1/1/12 (Escrowed to Maturity) (e)

3,000

3,447

116,859

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

New York & New Jersey - 0.5%

Port Auth. of New York & New Jersey:

120th Series, 5.75% 10/15/13 (MBIA Insured) (d)

$ 7,620

$ 8,272

124th Series, 5% 8/1/13 (FGIC Insured) (d)

1,215

1,280

9,552

North Carolina - 2.4%

Dare County Ctfs. of Prtn.:

5.25% 6/1/16 (AMBAC Insured)

1,580

1,756

5.25% 6/1/20 (AMBAC Insured)

1,520

1,663

North Carolina Ctfs. of Prtn. (Repair and Renovation Proj.):

Series 2004 B, 4% 6/1/06

1,200

1,230

Series B, 5.25% 6/1/17

1,400

1,549

North Carolina Eastern Muni. Pwr. Agcy. Pwr. Sys. Rev.:

Series 1993 B, 7% 1/1/08 (MBIA Insured)

2,000

2,257

Series A:

5.5% 1/1/11

1,545

1,689

5.75% 1/1/26

1,000

1,054

Series B:

5.875% 1/1/21 (MBIA Insured)

5,800

6,275

6% 1/1/06

5,250

5,421

6.125% 1/1/09

2,120

2,350

Series C:

5.25% 1/1/10

2,630

2,830

5.5% 1/1/07

500

525

5.5% 1/1/07 (MBIA Insured)

2,340

2,491

Series D:

5.375% 1/1/10

3,315

3,586

6% 1/1/09

4,050

4,326

North Carolina Infrastructure Fin. Corp. Ctfs. of Prtn. (North Carolina Correctional Facilities Proj.) Series A, 5% 2/1/17

2,500

2,700

North Carolina Muni. Pwr. Agcy. #1 Catawba Elec. Rev. Series 1992, 7.25% 1/1/07

1,300

1,409

43,111

North Dakota - 0.3%

Fargo Health Sys. Rev. Series A, 5.625% 6/1/15 (AMBAC Insured)

3,685

4,169

North Dakota Bldg. Auth. Lease Rev. Series A, 5.25% 6/1/07 (FGIC Insured)

1,140

1,215

5,384

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Ohio - 1.1%

Bowling Green Univ. Gen. Receipts 5.75% 6/1/13 (FGIC Insured)

$ 1,125

$ 1,278

Franklin County Hosp. Rev. 5.5% 5/1/21 (AMBAC Insured)

2,000

2,198

Indian Hill Exempt Village School District Hamilton County 5.5% 12/1/16

1,060

1,192

Lake County Hosp. Impt. Facilities Rev. (Lake Hosp. Sys., Inc. Proj.) 6.875% 8/15/11 (Escrowed to Maturity) (e)

3,400

3,838

Ohio Air Quality Dev. Auth. Rev. (Pennsylvania Pwr. Co. Proj.) 3.375%, tender 7/1/05 (c)

2,200

2,195

Ohio Wtr. Dev. Auth. Poll. Cont. Facilities Rev. (Toledo Edison Co. Proj.) Series B, 4.5%, tender 9/1/05 (c)

6,000

6,039

Olentangy Local School District 5.5% 12/1/15 (FSA Insured)

1,000

1,127

Richland County Hosp. Facilities (MedCentral Health Sys. Proj.) Series B, 6.375% 11/15/22

1,500

1,598

19,465

Oklahoma - 0.7%

Durant Cmnty. Facilities Auth. Sales Tax Rev. 5.5% 11/1/19 (XL Cap. Assurance, Inc. Insured)

1,050

1,185

Grand River Dam Auth. Rev. 6.25% 6/1/11 (AMBAC Insured)

2,350

2,767

Midwest City Muni. Auth. Cap. Impt. Rev. 5.5% 6/1/10 (Escrowed to Maturity) (e)

3,700

4,033

Tulsa Indl. Auth. Rev. (Univ. of Tulsa Proj.) Series 2000 A, 5.75% 10/1/25 (MBIA Insured)

4,000

4,431

12,416

Oregon - 0.7%

Beaverton School District #48J, Washington and Multnomah Counties Series B, 5% 6/1/10 (FSA Insured)

1,455

1,595

Clackamas County School District #62C, Oregon City Series 2004, 5% 6/15/18 (FSA Insured)

1,800

1,940

Jackson County School District #9, Eagle Point 5.625% 6/15/16

2,040

2,299

Multnomah County Gen. Oblig. Series 2000 A, 5.5% 4/1/20 (Pre-Refunded to 4/1/10 @ 100) (e)

1,000

1,132

Oregon Dept. Administrative Svcs. Ctfs. of Prtn. Series B, 5% 5/1/09 (FSA Insured)

1,320

1,439

Portland Swr. Sys. Rev. Series 2000 A, 5.75% 8/1/18 (FGIC Insured)

1,000

1,130

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Oregon - continued

Tri-County Metropolitan Trans. District Rev. Series A:

5.75% 8/1/14

$ 1,520

$ 1,720

5.75% 8/1/17

1,950

2,201

13,456

Pennsylvania - 2.8%

Allegheny County Arpt. Rev. (Pittsburgh Int'l. Arpt. Proj.) Series A1, 5.75% 1/1/07 (MBIA Insured) (d)

2,000

2,108

Allegheny County Hosp. Dev. Auth. Rev.:

(Health Ctr.-UPMC Health Sys. Proj.) Series B, 5.25% 7/1/06 (MBIA Insured)

3,085

3,215

(UPMC Health Sys. Proj.) Series 1999 B, 4.55% 12/15/10 (AMBAC Insured)

1,330

1,413

Canon McMillan School District Series 2001 B, 5.75% 12/1/33 (FGIC Insured)

1,400

1,560

Clarion County Indl. Dev. Auth. Wtr. Facilities Rev. (Pennsylvania-American Wtr. Co. Proj.) 3.6%, tender 12/1/09 (AMBAC Insured) (c)(d)

5,665

5,723

Delaware County Auth. Hosp. Rev. (Crozer-Chester Med. Ctr. Proj.) 5.75% 12/15/13

1,165

1,238

Montgomery County Higher Ed. & Health Auth. Hosp. Rev. (Abington Memorial Hosp. Proj.) Series A, 6% 6/1/22 (AMBAC Insured)

3,930

4,743

Pennsylvania Econ. Dev. Fing. Auth. Exempt Facilities Rev.:

(Amtrak Proj.) Series 2001 A:

6.125% 11/1/21 (d)

1,300

1,361

6.5% 11/1/16 (d)

1,100

1,193

(Shippingport Proj.) Series A, 5%, tender 6/1/05 (c)(d)

7,800

7,823

Pennsylvania Higher Edl. Facilities Auth. Rev. (UPMC Health Sys. Proj.) Series 2001 A, 6% 1/15/22

4,000

4,411

Pennsylvania Tpk. Commission Tpk. Rev. Series S, 5.625% 6/1/12 (FGIC Insured)

2,500

2,856

Philadelphia Gen. Oblig. Series 2003 A, 5% 2/15/12 (XL Cap. Assurance, Inc. Insured)

1,000

1,101

Philadelphia Muni. Auth. Rev. Series B, 5.25% 11/15/11 (FSA Insured)

3,360

3,755

Philadelphia School District Series 2000 A, 5.75% 2/1/13 (Pre-Refunded to 2/1/11 @ 100) (e)

2,650

3,044

Quaker Valley School District 5.5% 4/1/23 (FSA Insured)

1,035

1,157

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Pennsylvania - continued

Tredyffrin-Easttown School District 5.5% 2/15/14

$ 1,595

$ 1,776

West Allegheny School District Series B, 5.25% 2/1/13 (FGIC Insured)

1,345

1,511

49,988

Puerto Rico - 0.1%

Puerto Rico Pub. Bldgs Auth. Rev. Series K, 4%, tender 7/1/07 (MBIA Insured) (c)

2,000

2,077

South Carolina - 1.2%

Charleston County Hosp. Facilities (Care Alliance Health Services Proj.) Series A, 5.25% 8/15/11

1,765

1,926

Columbia Gen. Oblig. Ctfs. Prtn. (Tourism Dev. Fee Pledge Proj.) Series 2003, 5.25% 6/1/18 (AMBAC Insured)

2,310

2,523

Greenville County Pub. Facilities Corp. Certificate of Prtn. (Courthouse and Detention Proj.) 5% 4/1/11 (AMBAC Insured) (b)

1,565

1,726

South Carolina Ed. Assistance Auth. Rev. (Guaranteed Student Ln. Prog.) Series B, 5.7% 9/1/05 (d)

2,000

2,033

South Carolina Jobs Econ. Dev. Auth. Hosp. Facilities Rev. (Palmetto Health Alliance Proj.) Series A, 7.125% 12/15/15 (Pre-Refunded to 12/15/10 @ 102) (e)

5,500

6,708

South Carolina Pub. Svc. Auth. Rev. Series A:

5.5% 1/1/14 (FGIC Insured) (b)

1,300

1,438

5.5% 1/1/16 (FGIC Insured) (b)

2,705

2,997

York County School District #4 Series B, 5% 3/1/10 (FGIC Insured)

1,825

2,007

21,358

South Dakota - 0.4%

Minnehaha County Gen. Oblig.:

5.625% 12/1/16

2,000

2,242

5.625% 12/1/17

2,115

2,365

5.625% 12/1/18

2,350

2,621

7,228

Tennessee - 1.3%

Knox County Health Edl. & Hsg. Facilities Board Hosp. Facilities Rev. (Fort Sanders Alliance Proj.) Series C:

5.25% 1/1/15 (MBIA Insured)

1,200

1,338

6.25% 1/1/13 (MBIA Insured)

1,700

2,006

7.25% 1/1/10 (MBIA Insured)

8,000

9,503

Memphis-Shelby County Arpt. Auth. Arpt. Rev. Series A:

5% 9/1/10 (MBIA Insured)

1,755

1,930

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Tennessee - continued

Memphis-Shelby County Arpt. Auth. Arpt. Rev. Series A: - continued

5% 9/1/11 (MBIA Insured)

$ 1,835

$ 2,018

5% 9/1/13 (MBIA Insured)

2,010

2,216

Metropolitan Govt. Nashville & Davidson County Health & Edl. Facilities Board Rev. (Ascension Health Cr. Group Proj.) Series A:

5.875% 11/15/28 (Pre-Refunded to 11/15/09 @ 101) (e)

1,200

1,381

6% 11/15/30 (Pre-Refunded to 11/15/09 @ 101) (e)

1,600

1,851

Shelby County Health Edl. & Hsg. Facility Board Hosp. Rev. (Methodist Health Care Proj.) 5.5% 4/1/09 (MBIA Insured)

1,100

1,208

23,451

Texas - 18.5%

Alief Independent School District Series 2004 B, 5% 2/15/09

2,000

2,177

Alvin Independent School District Series A, 5.25% 2/15/17

1,015

1,126

Arlington Independent School District 0% 2/15/07

1,570

1,483

Austin Cmnty. College District 5% 8/1/18 (AMBAC Insured)

1,000

1,077

Austin Independent School District 5.7% 8/1/11

1,070

1,123

Austin Util. Sys. Rev.:

Series A, 0% 11/15/10 (MBIA Insured)

5,200

4,258

0% 11/15/12 (AMBAC Insured)

2,000

1,472

Bexar Metropolitan Wtr. District Wtrwks. Sys. Rev.:

5.375% 5/1/15 (FSA Insured)

1,365

1,521

5.375% 5/1/16 (FSA Insured)

1,425

1,580

5.375% 5/1/17 (FSA Insured)

1,490

1,643

Birdville Independent School District:

0% 2/15/12

4,150

3,153

5% 2/15/10

1,200

1,314

Brazos River Auth. Poll. Cont. Rev. (Texas Utils. Elec. Co. Proj.) Series 1995 B, 5.05%, tender 6/19/06 (c)(d)

8,180

8,421

Bryan Wtrwks. & Swr. Sys. Rev. 5.5% 7/1/11 (FSA Insured)

1,500

1,699

Cedar Hill Independent School District:

0% 8/15/05

2,830

2,794

0% 8/15/07

1,465

1,373

Clint Independent School District 5.5% 8/15/18

1,000

1,112

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

Corpus Christi Gen. Oblig.:

5% 3/1/09 (AMBAC Insured)

$ 1,505

$ 1,640

5% 3/1/10 (AMBAC Insured)

1,565

1,715

Cypress-Fairbanks Independent School District:

Series A, 0% 2/15/16

3,640

2,230

5.75% 2/15/17

1,500

1,701

Dallas County Gen. Oblig. Series A:

0% 8/15/06

3,500

3,368

0% 8/15/07

3,605

3,357

Dallas Independent School District Series 2005, 5.25% 8/15/11 (b)

2,000

2,194

Del Valle Independent School District:

5.5% 2/1/10

1,275

1,425

5.5% 2/1/11

1,350

1,522

El Paso Wtr. & Swr. Rev. 5% 3/1/11 (AMBAC Insured)

3,100

3,406

Fort Worth Wtr. & Swr. Rev. Series A, 5% 2/15/11 (FSA Insured)

2,000

2,196

Frisco Gen. Oblig. Series 2003 A, 5% 2/15/11 (FSA Insured)

4,060

4,467

Garland Independent School District:

Series A:

4% 2/15/17

3,505

3,507

5% 2/15/10

1,000

1,095

5.5% 2/15/12

2,180

2,419

Harlandale Independent School District 5.5% 8/15/35

1,400

1,504

Harris County Gen. Oblig.:

(Toll Road Proj.):

Series A, 0% 8/15/18 (Pre-Refunded to 8/15/09 @ 53.836) (e)

7,500

3,531

0% 10/1/14 (MBIA Insured)

8,530

5,685

0% 10/1/16 (MBIA Insured)

6,180

3,703

Harris County Health Facilities Dev. Corp. Rev. (Saint Luke's Episcopal Hosp. Proj.) Series 2001 A:

5.625% 2/15/14

2,500

2,729

5.625% 2/15/15

2,680

2,908

Hidalgo County Gen. Oblig. 5.75% 8/15/16 (FSA Insured)

1,445

1,641

Houston Area Wtr. Corp. Contract Rev. (Northeast Wtr. Purification Proj.):

5.5% 3/1/15 (FGIC Insured)

1,000

1,120

5.5% 3/1/18 (FGIC Insured)

1,140

1,261

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

Houston Arpt. Sys. Rev.:

(Automated People Mover Proj.) Series A, 5.375% 7/15/11 (FSA Insured) (d)

$ 3,300

$ 3,482

Series B, 5.5% 7/1/30 (FSA Insured)

3,900

4,162

Houston Gen. Oblig. Series A:

5.25% 3/1/13

250

270

5.25% 3/1/13 (Pre-Refunded to 3/1/09 @ 100) (e)

1,000

1,109

Houston Independent School District:

Series A, 0% 8/15/11

13,740

10,769

0% 8/15/10 (AMBAC Insured)

2,200

1,820

0% 8/15/15

2,000

1,266

Houston Wtr. & Swr. Sys. Rev. Series C:

0% 12/1/10 (AMBAC Insured)

2,600

2,124

0% 12/1/11 (AMBAC Insured)

8,250

6,400

Humble Independent School District:

0% 2/15/10

2,320

1,958

8% 2/15/05

820

825

Katy Independent School District Series A, 0% 2/15/07

2,550

2,409

Keller Independent School District:

Series 1996 A, 0% 8/15/17

1,000

568

Series A, 0% 8/15/12

1,590

1,180

La Joya Independent School District 5.75% 2/15/17

2,200

2,460

Lamar Consolidated Independent School District 5.25% 2/15/14

3,750

4,016

Laredo Gen. Oblig.:

5.125% 8/15/11 (FGIC Insured)

2,225

2,419

5.25% 2/15/13 (FGIC Insured)

1,335

1,376

Leander Independent School District 7.5% 8/15/05

600

620

Lewisville Independent School District 0% 8/15/08

5,000

4,406

Lower Colorado River Auth. Rev. 0% 1/1/09 (Escrowed to Maturity) (e)

615

550

Lower Colorado River Auth. Transmission Contract Rev. (LCRA Transmission Services Corp. Proj.) Series C, 5.25% 5/15/21 (AMBAC Insured)

2,405

2,617

Mansfield Independent School District:

5.5% 2/15/13

1,575

1,762

5.5% 2/15/14

2,280

2,545

5.5% 2/15/15

2,270

2,546

5.5% 2/15/16

3,450

3,860

5.5% 2/15/18

1,000

1,105

5.5% 2/15/19

2,530

2,789

Mesquite Independent School District 5.375% 8/15/11

1,500

1,632

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

Midlothian Independent School District 0% 2/15/06 (Escrowed to Maturity) (e)

$ 1,665

$ 1,623

Midway Independent School District 0% 8/15/19

1,400

710

Montgomery County Gen. Oblig. Series A, 5.625% 3/1/19 (FSA Insured)

4,000

4,464

Mount Pleasant Independent School District 5.5% 2/15/17

1,010

1,123

New Braunfels Independent School District 5.5% 2/1/15

1,135

1,261

North Central Health Facilities Dev. Corp. Rev. Series 1997 B, 5.75% 2/15/15 (MBIA Insured)

2,520

2,918

Northside Independent School District:

Series A, 5.25% 2/15/17

2,975

3,247

5.5% 2/15/13

2,310

2,577

5.5% 2/15/16

1,000

1,109

Pearland Independent School District Series A, 5.875% 2/15/19

1,000

1,137

Pflugerville Independent School District:

5.75% 8/15/14

1,000

1,129

5.75% 8/15/17

500

563

5.75% 8/15/19

2,000

2,249

Red River Ed. Fin. Corp. Ed. Rev. (Hockaday School Proj.) 5.75% 5/15/19

1,210

1,341

Rio Grande City Consolidated Independent School District:

5.875% 8/15/20

2,605

2,952

5.875% 8/15/22

2,925

3,313

Rockwall Independent School District:

5.375% 2/15/17

1,045

1,152

5.375% 2/15/18

1,370

1,504

5.625% 2/15/11

3,865

4,386

Round Rock Independent School District:

Series 2001 A:

5.5% 8/1/13

1,940

2,179

5.5% 8/1/15

1,510

1,689

0% 2/15/07

7,645

7,223

5.375% 8/1/15

1,000

1,117

5.375% 8/1/17

1,050

1,164

San Antonio Elec. & Gas Systems Rev.:

Series B, 0% 2/1/06 (Escrowed to Maturity) (e)

17,500

17,078

5.25% 2/1/07

2,600

2,753

5.375% 2/1/17

6,000

6,608

5.75% 2/1/11 (Escrowed to Maturity) (e)

1,410

1,620

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Texas - continued

San Antonio Wtr. Sys. Rev. 5.875% 5/15/17

$ 1,000

$ 1,127

San Benito Consolidated Independent School District 6% 2/15/25

2,300

2,611

Southwest Higher Ed. Auth. Rev. (Southern Methodist Univ. Proj.) 5.5% 10/1/12 (AMBAC Insured)

2,905

3,319

Spring Branch Independent School District:

Series 2001, 5.375% 2/1/14

2,700

2,982

5.375% 2/1/18

1,400

1,527

Spring Independent School District 0% 2/15/07

5,900

5,574

Tarrant County Health Facilities Dev. Corp. Hosp. Rev. 5.375% 11/15/20

1,250

1,295

Texas Gen. Oblig.:

(College Student Ln. Prog.):

5.25% 8/1/09 (d)

6,885

7,530

5.375% 8/1/10 (d)

1,900

2,095

5% 8/1/09 (d)

5,000

5,166

Texas Pub. Fin. Auth. Rev. (Bldg. and Procurement Commission Projs.) Series A, 5% 2/1/10 (AMBAC Insured)

1,000

1,093

Texas Tpk. Auth. Central Tpk. Sys. Rev. 5.75% 8/15/38 (AMBAC Insured)

10,110

11,275

Texas Tpk. Auth. Dallas North Tollway Rev.:

5.25% 1/1/23 (FGIC Insured)

7,000

7,328

6.5% 1/1/07 (FGIC Insured)

5,090

5,487

Texas Wtr. Dev. Board Rev. Series A, 5.5% 7/15/21

1,700

1,842

Travis County Health Facilities Dev. Corp. Rev. (Ascension Health Cr. Prog.) Series A, 6.25% 11/15/19 (Pre-Refunded to 11/15/09 @ 101) (e)

4,000

4,672

Trinity River Auth. Reg'l. Wastewtr. Sys. Rev. 5.25% 8/1/09 (MBIA Insured)

3,060

3,377

Tyler Health Facilities Dev. Corp. Hosp. Rev. (Mother Frances Hosp. Reg'l. Health Care Ctr. Proj.) 5.25% 7/1/10

4,080

4,311

Waxahachie Independent School District:

0% 8/15/14

1,460

975

0% 8/15/20 (Pre-Refunded to 8/15/10 @ 51.59) (e)

4,780

2,061

0% 8/15/21 (Pre-Refunded to 8/15/10 @ 48.18) (e)

3,860

1,555

Webb County Gen. Oblig. 5% 2/15/09 (FGIC Insured)

1,230

1,339

Williamson County Gen. Oblig. 5.5% 2/15/19 (FSA Insured)

4,700

5,197

Yselta Independent School District 0% 8/15/11

1,100

862

335,484

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Utah - 0.7%

Intermountain Pwr. Agcy. Pwr. Supply Rev. Series B, 5.75% 7/1/16 (MBIA Insured)

$ 1,000

$ 1,093

Salt Lake County Hosp. Rev. (IHC Health Svcs., Inc. Proj.) 5.5% 5/15/12 (AMBAC Insured)

5,000

5,624

Salt Lake County Wtr. Conservancy District Rev. Series A, 0% 10/1/06 (AMBAC Insured)

3,500

3,344

Utah Muni. Pwr. Agcy. Elec. Sys. Rev. Series A, 5% 7/1/10 (AMBAC Insured)

2,740

3,008

13,069

Vermont - 0.3%

Vermont Edl. & Health Bldgs. Fing. Agcy. Rev. (Fletcher Allen Health Care, Inc. Proj.):

Series 2000 A, 6.125% 12/1/27 (AMBAC Insured)

2,800

3,184

Series A, 5.75% 12/1/18 (AMBAC Insured)

1,200

1,357

4,541

Virginia - 0.3%

Arlington County Indl. Dev. Auth. Resource Recovery Rev. (Alexandria/Arlington Waste Proj.) Series B, 5.375% 1/1/11 (FSA Insured) (d)

2,750

2,998

Virginia Hsg. Dev. Auth. Multi-family Hsg. Rev. Series I:

5.75% 5/1/07 (d)

1,380

1,434

5.85% 5/1/08 (d)

1,370

1,425

5,857

Washington - 8.3%

Chelan County Pub. Util. District #1 Columbia River-Rock island Hydro-Elec. Sys. Rev. Series A, 0% 6/1/24 (MBIA Insured)

1,505

557

Chelan County Pub. Util. District #1 Rev. Series 2005 A, 5.125%, tender 7/1/15 (FGIC Insured) (b)(c)(d)

1,000

1,063

Chelan County School District #246, Wenatchee 5.5% 12/1/19 (FSA Insured)

1,300

1,444

Clark County Pub. Util. District #1 Elec. Rev.:

Series B:

5.25% 1/1/10 (FSA Insured)

1,630

1,799

5.25% 1/1/11 (FSA Insured)

1,715

1,903

5% 1/1/09 (MBIA Insured)

1,265

1,373

5% 1/1/10 (MBIA Insured)

2,000

2,184

Clark County School District #114, Evergreen 5.375% 12/1/14 (FSA Insured)

2,000

2,247

Clark County School District #37, Vancouver Series C, 0% 12/1/19 (FGIC Insured)

3,000

1,499

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Washington - continued

Cowlitz County Gen. Oblig. 5.5% 11/1/11 (FSA Insured)

$ 460

$ 510

Energy Northwest Elec. Rev. (#1 Proj.) Series B, 6% 7/1/17 (MBIA Insured)

4,000

4,620

Franklin County Pub. Util. District #1 Elec. Rev. 5.625% 9/1/21 (MBIA Insured)

2,000

2,219

Grant County Pub. Util. District #2 Wanapum Hydro Elec. Rev. Second Series B, 5.25% 1/1/14 (MBIA Insured) (d)

1,235

1,325

King County School District #414, Lake Washington 5.25% 12/1/15 (Pre-Refunded to 12/1/10 @ 100) (e)

1,000

1,125

King County Swr. Rev. Series B:

5.5% 1/1/15 (FSA Insured)

7,245

8,117

5.5% 1/1/17 (FSA Insured)

2,565

2,854

5.5% 1/1/18 (FSA Insured)

3,010

3,323

Port of Seattle Rev.:

Series 2000 B, 5.5% 2/1/08 (MBIA Insured) (d)

6,225

6,705

Series B:

5.25% 9/1/07 (FGIC Insured) (d)

3,185

3,394

5.5% 9/1/08 (FGIC Insured) (d)

3,750

4,084

Series D, 5.75% 11/1/06 (FGIC Insured) (d)

3,660

3,877

Seattle Muni. Lt. & Pwr. Rev. 5.5% 3/1/08 (FSA Insured)

5,475

5,968

Seattle Wtr. Sys. Rev. Series B, 5.75% 7/1/23 (FGIC Insured)

1,000

1,117

Snohomish County Pub. Hosp. District #2 (Stevens Health Care Proj.):

4.5% 12/1/07 (FGIC Insured)

1,705

1,795

4.5% 12/1/09 (FGIC Insured)

855

914

Spokane Pub. Facilities District Hotel & Motel Tax & Sales Use Tax Rev. 5.75% 12/1/18 (MBIA Insured)

1,000

1,160

Tacoma Elec. Sys. Rev. Series A, 5.625% 1/1/21 (FSA Insured)

3,800

4,225

Tumwater School District #33, Thurston County Series 1996 B:

0% 12/1/11 (FGIC Insured)

6,415

4,947

0% 12/1/12 (FGIC Insured)

6,830

5,006

Washington Gen. Oblig.:

(Convention & Trade Ctr. Proj.) Series AT5, 0% 8/1/12 (MBIA Insured)

2,025

1,497

Series 2001 C, 5.25% 1/1/16

3,000

3,270

Series C, 5.25% 1/1/26 (FSA Insured)

2,200

2,332

Series R 97A, 0% 7/1/19 (MBIA Insured)

3,440

1,752

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Washington - continued

Washington Health Care Facilities Auth. Rev.:

(Providence Health Systems Proj.) Series 2001 A, 5.5% 10/1/13 (MBIA Insured)

$ 3,065

$ 3,422

(Swedish Health Svcs. Proj.) 5.5% 11/15/12 (AMBAC Insured)

3,000

3,324

Washington Pub. Pwr. Supply Sys. Nuclear Proj. #1 Rev. Series 1997 B, 5.125% 7/1/13 (FSA Insured)

9,500

10,229

Washington Pub. Pwr. Supply Sys. Nuclear Proj. #2 Rev. Series A, 5% 7/1/12 (FSA Insured)

3,500

3,810

Washington Pub. Pwr. Supply Sys. Nuclear Proj. #3 Rev.:

Series B:

0% 7/1/07

15,130

14,070

0% 7/1/10

18,250

14,956

0% 7/1/12 (MBIA Insured)

4,000

2,947

Series C, 7.5% 7/1/08 (MBIA Insured)

7,040

8,143

151,106

West Virginia - 0.0%

Kanawha/Putnam County, Huntington/Charlestown City Series 1984 A, 0% 12/1/16 (Escrowed to Maturity) (e)

1,100

650

Wisconsin - 0.8%

Badger Tobacco Asset Securitization Corp. 6.125% 6/1/27

2,420

2,404

Fond Du Lac School District:

5.75% 4/1/12 (Pre-Refunded to 4/1/10 @ 100) (e)

1,000

1,144

5.75% 4/1/14 (Pre-Refunded to 4/1/10 @ 100) (e)

1,000

1,144

Menasha Joint School District 5.5% 3/1/19 (FSA Insured)

1,030

1,141

Wisconsin Gen. Oblig.:

Series 2002 F, 5.5% 5/1/15 (FSA Insured)

1,400

1,564

Series D, 5.4% 5/1/20

1,000

1,096

Wisconsin Health & Edl. Facilities Auth. Rev. (Wheaton Franciscan Svcs., Inc. Proj.):

Series A, 5.5% 8/15/14

1,775

1,944

5.75% 8/15/12

1,760

1,981

Municipal Bonds - continued

Principal Amount (000s)

Value (Note 1) (000s)

Wisconsin - continued

Wisconsin Health & Edl. Facilities Auth. Rev. (Wheaton Franciscan Svcs., Inc. Proj.): - continued

6% 8/15/16

$ 1,000

$ 1,111

6.25% 8/15/22

1,600

1,757

15,286

TOTAL INVESTMENT PORTFOLIO - 100.5%

(Cost $1,748,883)

1,822,240

NET OTHER ASSETS - (0.5)%

(9,225)

NET ASSETS - 100%

$ 1,813,015

Futures Contracts

Expiration
Date

Underlying
Face Amount
at Value (000s)

Unrealized Appreciation/
(Depreciation) (000s)

Sold

Treasury Contracts

120 U.S. Treasury Bond Contracts

March 2005

$ 13,500

$ 176

The face value of futures sold as a percentage of net assets - 0.7%

Legend

(a) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(b) Security or a portion of the security purchased on a delayed delivery or when-issued basis.

(c) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(d) Private activity obligations whose interest is subject to the federal alternative minimum tax for individuals.

(e) Security collateralized by an amount sufficient to pay interest and principal.

(f) Security or a portion of the security was pledged to cover margin requirements for futures contracts. At the period end, the value of securities pledged amounted to $7,936,000.

Other Information

The distribution of municipal securities by revenue source, as a percentage of total net assets, is as follows:

General Obligations

40.7%

Electric Utilities

15.0%

Transportation

11.8%

Health Care

8.8%

Escrowed/Pre-Refunded

7.1%

Special Tax

5.1%

Others* (individually less than 5%)

11.5%

100.0%

*Includes net other assets

Income Tax Information

The fund hereby designates as capital gain dividends: For dividends with respect to the taxable year ended December 31, 2004, $7,996,000 or, if different, the net capital gain of such year, and for dividends with respect to the taxable year ended December 31, 2003, $788,000 or, if different, the excess of (a) the net capital gain of such year, over (b) amounts previously designated as capital gain dividends with respect to such year.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

December 31, 2004

Assets

Investment in securities, at value (cost $1,748,883) - See accompanying schedule

$ 1,822,240

Cash

6,577

Receivable for fund shares sold

1,575

Interest receivable

23,619

Prepaid expenses

7

Other receivables

29

Total assets

1,854,047

Liabilities

Payable for investments purchased on a delayed delivery basis

$ 36,942

Payable for fund shares redeemed

1,577

Distributions payable

1,750

Accrued management fee

475

Payable for daily variation on futures contracts

90

Other affiliated payables

156

Other payables and accrued expenses

42

Total liabilities

41,032

Net Assets

$ 1,813,015

Net Assets consist of:

Paid in capital

$ 1,737,276

Undistributed net investment income

297

Accumulated undistributed net realized gain (loss) on investments

1,909

Net unrealized appreciation (depreciation) on investments

73,533

Net Assets, for 178,610 shares outstanding

$ 1,813,015

Net Asset Value, offering price and redemption price per share ($1,813,015 ÷ 178,610 shares)

$ 10.15

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Year ended December 31, 2004

Investment Income

Interest

$ 77,467

Expenses

Management fee

$ 5,669

Transfer agent fees

1,468

Accounting fees and expenses

327

Non-interested trustees' compensation

10

Custodian fees and expenses

30

Registration fees

91

Audit

51

Legal

4

Miscellaneous

17

Total expenses before reductions

7,667

Expense reductions

(82)

7,585

Net investment income

69,882

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

8,316

Futures contracts

29

Total net realized gain (loss)

8,345

Change in net unrealized appreciation (depreciation) on:

Investment securities

(16,561)

Futures contracts

176

Total change in net unrealized appreciation (depreciation)

(16,385)

Net gain (loss)

(8,040)

Net increase (decrease) in net assets resulting from operations

$ 61,842

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

Amounts in thousands

Year ended
December 31,
2004

Year ended
December 31,
2003

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 69,882

$ 70,955

Net realized gain (loss)

8,345

27,025

Change in net unrealized appreciation (depreciation)

(16,385)

(6,719)

Net increase (decrease) in net assets resulting
from operations

61,842

91,261

Distributions to shareholders from net investment income

(69,814)

(70,879)

Distributions to shareholders from net realized gain

(6,735)

(24,342)

Total distributions

(76,549)

(95,221)

Share transactions
Proceeds from sales of shares

490,876

587,869

Reinvestment of distributions

52,974

65,677

Cost of shares redeemed

(514,451)

(609,262)

Net increase (decrease) in net assets resulting from share transactions

29,399

44,284

Redemption fees

36

38

Total increase (decrease) in net assets

14,728

40,362

Net Assets

Beginning of period

1,798,287

1,757,925

End of period (including undistributed net investment income of $297 and undistributed net investment income of $928, respectively)

$ 1,813,015

$ 1,798,287

Other Information

Shares

Sold

48,236

57,344

Issued in reinvestment of distributions

5,225

6,421

Redeemed

(50,908)

(59,544)

Net increase (decrease)

2,553

4,221

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights

Years ended December 31,

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 10.21

$ 10.23

$ 9.85

$ 9.78

$ 9.41

Income from Investment Operations

Net investment incomeB

.395

.410

.427

.456D

.478

Net realized and unrealized gain (loss)

(.022)

.120

.444

.073D

.368

Total from investment operations

.373

.530

.871

.529

.846

Distributions from net investment income

(.395)

(.410)

(.431)

(.459)

(.476)

Distributions from net realized gain

(.038)

(.140)

(.060)

-

-

Total distributions

(.433)

(.550)

(.491)

(.459)

(.476)

Redemption fees added to paid in capital

-B,E

-B,E

-B,E

-B,E

-

Net asset value, end of period

$ 10.15

$ 10.21

$ 10.23

$ 9.85

$ 9.78

Total ReturnA

3.74%

5.30%

9.02%

5.48%

9.26%

Ratios to Average Net AssetsC

Expenses before expense
reductions

.43%

.44%

.45%

.46%

.50%

Expenses net of voluntary
waivers, if any

.43%

.44%

.45%

.46%

.50%

Expenses net of all reductions

.42%

.43%

.42%

.39%

.49%

Net investment income

3.89%

4.00%

4.24%

4.60%D

5.03%

Supplemental Data

Net assets, end of period (in millions)

$ 1,813

$ 1,798

$ 1,758

$ 1,487

$ 1,216

Portfolio turnover rate

26%

31%

31%

32%

19%

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Calculated based on average shares outstanding during the period.

C Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the fund.

D Effective January 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

E Amount represents less than $.001 per share.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Notes to Financial Statements

For the period ended December 31, 2004

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Spartan Intermediate Municipal Income Fund (the fund) is a fund of Fidelity School Street Trust (the trust) and is authorized to issue an unlimited number of shares. The 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 Massachusetts business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, 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 fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Debt securities, including restricted securities, are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations,

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

which may differ from generally accepted accounting principles. In addition, the fund will claim a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to futures transactions, market discount and losses deferred due to futures transactions.

The fund purchases municipal securities whose interest, in the opinion of the issuer, is free from federal income tax. There is no assurance that the Internal Revenue Service (IRS) will agree with this opinion. In the event the IRS determines that the issuer does not comply with relevant tax requirements, interest payments from a security could become federally taxable, possibly retroactively to the date the security was issued.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation

$ 75,143

Unrealized depreciation

(1,522)

Net unrealized appreciation (depreciation)

73,621

Undistributed long-term capital gain

1,589

Cost for federal income tax purposes

$ 1,748,619

The tax character of distributions paid was as follows:

December 31, 2004

December 31, 2003

Tax-exempt Income

$ 69,814

$ 70,879

Ordinary Income

-

2,610

Long-term Capital Gains

6,735

21,732

Total

$ 76,549

$ 95,221

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 30 days are subject to a redemption fee equal to .50% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by Fidelity Management & Research Company (FMR), are retained by the fund and accounted for as an addition to paid in capital.

Annual Report

2. Operating Policies

Delayed Delivery Transactions and When-Issued Securities. The fund may purchase or sell securities on a delayed delivery or when-issued basis. Payment and delivery may take place after the customary settlement period for that security. The price of the underlying securities and the date when the securities will be delivered and paid for are fixed at the time the transaction is negotiated. During the time a delayed delivery sell is outstanding, the contract is marked-to-market daily and equivalent deliverable securities are held for the transaction. The value of the securities purchased on a delayed delivery or when-issued basis are identified as such in the fund's Schedule of Investments. The fund may receive compensation for interest forgone in the purchase of a delayed delivery or when-issued security. With respect to purchase commitments, the fund identifies securities as segregated in its records with a value at least equal to the amount of the commitment. Losses may arise due to changes in the value of the underlying securities or if the counterparty does not perform under the contract's terms, or if the issuer does not issue the securities due to political, economic, or other factors.

Futures Contracts. The fund may use futures contracts to manage its exposure to the bond market and to fluctuations in interest rates. Buying futures tends to increase the fund's exposure to the underlying instrument, while selling futures tends to decrease the fund's exposure to the underlying instrument or hedge other fund investments. Futures contracts involve, to varying degrees, risk of loss in excess of any futures variation margin reflected in the Statement of Assets and Liabilities. The underlying face amount at value of any open futures contracts at period end is shown in the Schedule of Investments under the caption "Futures Contracts." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments or if the counter-parties do not perform under the contracts' terms. Gains (losses) are realized upon the expiration or closing of the futures contracts. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $498,671 and $465,466, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The fee is based on an annual asset based fee of .10% of the fund's average net assets plus an income based fee of 5% of the fund's gross income throughout the month. For the period, the total annual management fee rate was .32% of average net assets.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent and Accounting Fees. Citibank, N.A. (Citibank) is the custodian, transfer agent and shareholder servicing agent for the fund. Citibank has entered into a sub-arrangement with Fidelity Service Company, Inc. (FSC), an affiliate of FMR, under which FSC performs the activities associated with the fund's transfer and shareholder servicing agent and accounting functions. The fund pays account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. The accounting fee is based on the level of average net assets for the month. For the period, the transfer agent fees were equivalent to an annual rate of .08% of average net assets.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $140 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Expense Reductions.

Through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $16 and $66, respectively.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity School Street Trust and the Shareholders of Spartan Intermediate Municipal Income Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule 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 Spartan Intermediate Municipal Income Fund (a fund of Fidelity School Street Trust) at December 31, 2004 and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Spartan Intermediate Municipal Income Fund'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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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 December 31, 2004 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Boston, Massachusetts

February 14, 2005

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 301 funds advised by FMR or an affiliate. Mr. McCoy oversees 303 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. In any event, each non-interested Trustee shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an "interested person" (as defined in the 1940 Act) may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (74)**

Year of Election or Appointment: 1976

Trustee of Fidelity School Street Trust. Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, 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 Management & Research (Far East) Inc.; Chairman (1998) and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001) and a Director (2000) of FMR Co., Inc.

Abigail P. Johnson (43)**

Year of Election or Appointment: 2001

Senior Vice President of Spartan Intermediate Municipal Income (2001). Ms. Johnson also serves as Senior Vice President of other Fidelity funds (2001). She is President and a Director of FMR (2001), Fidelity Investments Money Management, Inc. (2001), FMR Co., Inc. (2001), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds.

Laura B. Cronin (50)

Year of Election or Appointment: 2003

Ms. Cronin is an Executive Vice President (2002) and Chief Financial Officer (2002) of FMR Corp. and is a member of the Fidelity Management Committee (2003). Previously, Ms. Cronin served as Vice President of Finance of FMR (1997-1999), and Chief Financial Officer of FMR (1999-2001), Fidelity Personal Investments (2001), and Fidelity Brokerage Company (2001-2002).

Robert L. Reynolds (52)

Year of Election or Appointment: 2003

Mr. Reynolds is a Director (2003) and Chief Operating Officer (2002) of FMR Corp. and is the head of the Fidelity Management Committee (2003). He also serves on the Board at Fidelity Investments Canada, Ltd. (2000). Previously, Mr. Reynolds served as President of Fidelity Investments Institutional Retirement Group (1996-2000).

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

** Edward C. Johnson 3d, Trustee, is Abigail P. Johnson's father.

Annual Report

Non-Interested Trustees:

Correspondence intended for each non-interested Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation

Robert M. Gates (61)

Year of Election or Appointment: 1997

Dr. Gates is Vice Chairman of the non-interested Trustees (2005). Dr. Gates is President of Texas A&M University (2002). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001), and Brinker International (restaurant management, 2003). He also serves as a member of the Advisory Board of VoteHere.net (secure internet voting, 2001). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.

George H. Heilmeier (68)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), INET Technologies Inc. (telecommunications network surveillance, 2001), Teletech Holdings (customer management services), and HRL Laboratories (private research and development, 2004). He is Chairman of the General Motors Technology Advisory Committee and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE) (2000). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), and Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002).

Marie L. Knowles (58)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (60)

Year of Election or Appointment: 2000

Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach serves as Co-Chairman and a Director of Covansys, Inc. (global provider of business and technology solutions, 2000). In addition, he is a Director of Italtel Holding S.p.A. (telecommunications (Milan, Italy), 2004) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida (1999). He also is a member of the Council on Foreign Relations.

Marvin L. Mann (71)

Year of Election or Appointment: 1993

Mr. Mann is Chairman of the non-interested Trustees (2001). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals), where he served as CEO until April 1998, retired as Chairman May 1999, and remains a member of the Board. 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. He is a member of the Executive Committee of the Independent Director's Council of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.

William O. McCoy (71)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), and Progress Energy, Inc. (electric utility). He is also a partner of Franklin Street Partners (private investment management firm) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors (1994-1998) for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system, 1995-1998).

Cornelia M. Small (60)

Year of Election or Appointment: 2005

Ms. Small is a member (2000) and Chairperson (2002) of the Investment Committee, and a member (2002) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1998). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (65)

Year of Election or Appointment: 2002

Mr. Stavropoulos is Chairman of the Board (2000), CEO (2002), a position he previously held from 1995-2000, Chairman of the Executive Committee (2000), and a Member of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, and Maersk Inc. (industrial conglomerate, 2002). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Annual Report

Trustees and Officers - continued

Advisory Board Members and Executive Officers:

Correspondence intended for Mr. Dirks and Mr. Wolfe may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Dennis J. Dirks (56)

Year of Election or Appointment: 2004

Member of the Advisory Board of Fidelity School Street Trust. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003).

Peter S. Lynch (61)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity School Street Trust. Vice Chairman and a Director of FMR, and Vice Chairman (2001) and a Director (2000) of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). 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. In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.

Kenneth L. Wolfe (65)

Year of Election or Appointment: 2004

Member of the Advisory Board of Fidelity School Street Trust. Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003), Bausch & Lomb, Inc., and Revlon Inc. (2004).

Dwight D. Churchill (51)

Year of Election or Appointment: 1997

Vice President of Spartan Intermediate Municipal Income. He serves as Head of Fidelity's Fixed-Income Division (2000), Vice President of Fidelity's Money Market Funds (2000), Vice President of Fidelity's Bond Funds (1997), and Senior Vice President of FIMM (2000) and FMR (1997). Mr. Churchill joined Fidelity in 1993 as Vice President and Group Leader of Taxable Fixed-Income Investments.

Charles S. Morrison (44)

Year of Election or Appointment: 2002

Vice President of Spartan Intermediate Municipal Income. Mr. Morrison also serves as Vice President of Fidelity's Bond Funds (2002), and Vice President of certain Asset Allocation and Balanced Funds (2002). He serves as Vice President (2002) and Bond Group Leader (2002) of Fidelity Investments Fixed Income Division. Mr. Morrison is also Vice President of FIMM (2002) and FMR (2002). Mr. Morrison joined Fidelity in 1987 as a Corporate Bond Analyst in the Fixed Income Research Division.

Douglas T. McGinley (39)

Year of Election or Appointment: 2004
Vice President of Spartan Intermediate Municipal Income. Mr. McGinley also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. McGinley worked as an analyst and manager.

Eric D. Roiter (56)

Year of Election or Appointment: 1998

Secretary of Spartan Intermediate Municipal Income. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Vice President and Secretary of FDC; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Management & Research (Far East) Inc. (2001-present), and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present).

Stuart Fross (45)

Year of Election or Appointment: 2003

Assistant Secretary of Spartan Intermediate Municipal Income. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003) and is an employee of FMR.

Christine Reynolds (46)

Year of Election or Appointment: 2004

President, Treasurer, and Anti-Money Laundering (AML) officer of Spartan Intermediate Municipal Income. Ms. Reynolds also serves as President, Treasurer, and AML officer of other Fidelity funds (2004) and is a Vice President (2003) and an employee (2002) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.

Timothy F. Hayes (54)

Year of Election or Appointment: 2002

Chief Financial Officer of Spartan Intermediate Municipal Income. Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002). Recently he was appointed President of Fidelity Service Company (2003) where he also serves as a Director. Mr. Hayes also serves as President of Fidelity Investments Operations Group (FIOG, 2002), which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he was appointed President in 1998. Previously, Mr. Hayes served as Chief Financial Officer of Fidelity Investments Corporate Systems and Service Group (1998) and Fidelity Systems Company (1997-1998).

Kenneth A. Rathgeber (57)

Year of Election or Appointment: 2004

Chief Compliance Officer of Spartan Intermediate Municipal Income. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004) and Executive Vice President of Risk Oversight for Fidelity Investments (2002). Previously, he served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

John R. Hebble (46)

Year of Election or Appointment: 2003

Deputy Treasurer of Spartan Intermediate Municipal Income. Mr. Hebble also serves as Deputy Treasurer of other Fidelity funds (2003), and is an employee of FMR. Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds (1998-2003).

Kimberley H. Monasterio (41)

Year of Election or Appointment: 2004

Deputy Treasurer of Spartan Intermediate Municipal Income. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

John H. Costello (58)

Year of Election or Appointment: 1986

Assistant Treasurer of Spartan Intermediate Municipal Income. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Peter L. Lydecker (50)

Year of Election or Appointment: 2004

Assistant Treasurer of Spartan Intermediate Municipal Income. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (49)

Year of Election or Appointment: 2002

Assistant Treasurer of Spartan Intermediate Municipal Income. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Kenneth B. Robins (35)

Year of Election or Appointment: 2004

Assistant Treasurer of Spartan Intermediate Municipal Income. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Annual Report

Distributions

The Board of Trustees of Spartan Intermediate Municipal Income Fund voted to pay on February 7, 2005, to shareholders of record at the opening of business on February 4, 2005, a distribution of $.01 per share derived from capital gains realized from sales of portfolio securities.

During fiscal year ended 2004, 100% of the fund's income dividends was free from federal income tax, and 13.46% of the fund's income dividends was subject to the federal alternative minimum tax.

The fund will notify shareholders in January 2005 of amounts for use in preparing 2004 income tax returns.

Annual Report

Managing Your Investments

Fidelity offers several ways to conveniently manage your personal investments via your telephone or PC. You can access your account information, conduct trades and research your investments 24 hours a day.

By Phone

Fidelity Automated Service Telephone provides a single toll-free number to access account balances, positions, quotes and trading. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone_graphic)Fidelity Automated
Service Telephone (FAST
®)
1-800-544-5555

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer_graphic)Fidelity's Web Site
www.fidelity.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains, and the effects of any sales charges.

Annual Report

To Visit Fidelity

For directions and hours,
please call 1-800-544-9797.

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16995 Bernardo Ctr. Drive
Rancho Bernardo, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
West Palm Beach, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

Nevada

2225 Village Walk Drive
Henderson, NV

Annual Report

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Highway 35
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

1324 Polaris Parkway
Columbus, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Annual Report

To Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter_graphic)Making Changes
To Your Account

(such as changing name, address, bank, etc.)

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

(letter_graphic)For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(letter_graphic)For Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Adviser

Fidelity Investments Money
Management, Inc.

Fidelity International Investment Advisors

Fidelity International Investment Advisors
(U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Citibank, N.A.

New York, NY

Fidelity Service Company, Inc.

Boston, MA

Custodian

Citibank, N.A.

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1.787736.101

Fidelity®

New Markets Income

Fund

Annual Report

December 31, 2004

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

A summary of major shifts in the fund's investments over the past six months.

Investments

<Click Here>

A complete list of the fund's investments with their market values.

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets,
as well as financial highlights.

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Trustees and Officers

<Click Here>

Distributions

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

Annual Report

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.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/holdings.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings.

For nearly 60 years, Fidelity has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended December 31, 2004

Past 1
year

Past 5
years

Past 10
years

Fidelity® New Markets Income Fund

12.50%

15.17%

14.45%

$10,000 Over 10 Years

Let's say hypothetically that $10,000 was invested in Fidelity® New Markets Income Fund on December 31, 1994. The chart shows how the value of your investment would have changed, and also shows how the J.P. Morgan Emerging Markets Bond Index (EMBI) Global performed over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from John Carlson, Portfolio Manager of Fidelity® New Markets Income Fund

Emerging-markets debt - as measured by the J.P. Morgan Emerging Markets Bond Index (EMBI) Global - posted its third consecutive year of double-digit advances for the 12-month period ending December 31, 2004, gaining 11.73%. On a longer-term basis, the benchmark has landed in positive territory in nine of the past 10 years, with an average annual return of 14.49%. In 2004, emerging debt markets were paced by strong local economies, low interest rates and a weak U.S. dollar. They also benefited from heavy demand for oil and other commodities from China. Many emerging markets are rich in natural resources, including oil, and the record-high prices for the commodity were a significant contributor to their solid overall performance. On an individual country level, a number of the smallest positions in the index, including Uruguay, the Dominican Republic, Ecuador and Indonesia, had returns in excess of 20%. Venezuela also did well, gaining roughly 23%. Some of the largest country weightings lagged the benchmark's overall return, including Russia, Mexico and Turkey.

For the year that ended December 31, 2004, Fidelity New Markets Income Fund returned 12.50%, outperforming the J.P. Morgan EMBI Global and the LipperSM Emerging Markets Debt Funds Average, which returned 12.33%. Ample access to capital and low global interest rates, combined with continued investor comfort with risk, created a supportive environment for emerging-markets debt securities in 2004. Positive sentiment was further reinforced by the strongest growth in years by the emerging-markets economies. Relative to the index, the fund's overweighted position and security selection in Argentina helped performance, as did being underweighted in Mexico. While the fund averaged a marginal underweighting in Turkey, security selection made a sizable contribution to performance. Conversely, the fund's overweighting in the Dominican Republic in the first half of 2004 hurt performance. While the fund averaged a neutral market weighting in Colombia and the Philippines relative to the index, unfavorable security selection in each country detracted from performance.

The views expressed in this statement reflect those of the portfolio manager only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including redemption fees, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2004 to December 31, 2004).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

Beginning
Account Value
July 1, 2004

Ending
Account Value
December 31, 2004

Expenses Paid
During Period
*
July 1, 2004
to December 31, 2004

Actual

$ 1,000.00

$ 1,159.30

$ 5.05

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,020.46

$ 4.72

*Expenses are equal to the Fund's annualized expense ratio of .93%; multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Five Countries as of December 31, 2004

(excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Brazil

14.6

19.8

Russia

14.6

14.9

Venezuela

12.0

7.9

Mexico

9.9

12.0

Argentina

5.1

5.4

Percentages are adjusted for the effect of open futures contracts, if applicable.

Top Five Holdings as of December 31, 2004

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

Brazilian Federative Republic

14.4

19.1

Venezuelan Republic

12.0

7.9

Russian Federation

11.0

11.3

United Mexican States

9.9

10.7

Argentine Republic

4.7

4.3

52.0

Asset Allocation (% of fund's net assets)

As of December 31, 2004

As of June 30, 2004

Corporate Bonds 8.9%

Corporate Bonds 15.1%

Government
Obligations 72.1%

Government
Obligations 81.4%

Stocks 0.2%

Stocks 0.0%

Other Investments 0.0%

Other Investments 0.5%

Short-Term
Investments and
Net Other Assets 18.8%

Short-Term
Investments and
Net Other Assets 3.0%



Annual Report

Investments December 31, 2004

Showing Percentage of Net Assets

Nonconvertible Bonds - 8.9%

Principal Amount (i)

Value
(Note 1)

Argentina - 0.4%

Pecom Energia SA 8.125% 7/15/10 (Reg. S)

$ 2,390,000

$ 2,461,700

Telefonica de Argentina SA 9.125% 11/7/10

2,255,000

2,373,388

TOTAL ARGENTINA

4,835,088

Bahamas (Nassau) - 0.2%

Odebrecht Overseas Ltd. 11.5% 2/25/09 (e)

2,115,000

2,352,938

Brazil - 0.2%

Braskem SA 11.75% 1/22/14 (e)

2,010,000

2,361,750

Cayman Islands - 0.2%

CSN Islands VIII Corp. 9.75% 12/16/13 (e)

2,225,000

2,380,750

Germany - 0.7%

Aries Vermogensverwaltngs GmbH 9.6% 10/25/14 (e)

2,250,000

2,756,250

Citigroup Global Markets Deutschland AG 9.25% 4/19/14 (e)

4,635,000

4,623,413

TOTAL GERMANY

7,379,663

Indonesia - 0.0%

APP International Finance (Mauritius) Ltd.:

0% 7/5/01 (c)(e)

4,420,000

265,200

0% 7/5/01 (Reg. S) (c)

1,335,000

80,100

TOTAL INDONESIA

345,300

Luxembourg - 0.6%

Millicom International Cellular SA 10% 12/1/13 (e)

6,350,000

6,635,750

Malaysia - 3.0%

Petroliam Nasional BHD (Petronas) 7.625% 10/15/26 (Reg. S)

9,755,000

11,882,809

Petronas Capital Ltd.:

7% 5/22/12

13,340,000

15,299,313

7.875% 5/22/22 (Reg. S)

4,290,000

5,327,644

TOTAL MALAYSIA

32,509,766

Russia - 3.6%

OAO Gazprom:

9.625% 3/1/13

26,170,000

31,011,450

10.5% 10/21/09

6,735,000

8,014,650

TOTAL RUSSIA

39,026,100

TOTAL NONCONVERTIBLE BONDS

(Cost $99,206,615)

97,827,105

Government Obligations - 74.2%

Principal Amount (i)

Value
(Note 1)

Argentina - 4.7%

Argentine Republic:

BOCON:

4/1/07 February 2002 coupon (c)(h)

$ 2,200,000

$ 740

4/1/07 January 2002 coupon (c)(h)

2,200,000

740

4/1/07 March 2002 coupon (c)(h)

2,200,000

740

2% 4/1/07 (c)(f)

1,547,511

330,000

Brady:

discount 3.4425% 3/31/23 (c)(f)

7,710,000

4,336,875

par L-GP 6% 3/31/23 (c)

13,860,000

7,761,600

3% 3/29/05 (c)(f)

8,355,200

2,652,776

1.98% 8/3/12 (f)

8,905,000

7,523,351

9.75% 9/19/27 (c)

13,536,000

4,466,880

11.375% 3/15/10 (c)

7,494,000

2,547,960

11.375% 1/30/17 (c)

10,806,000

3,674,040

11.75% 4/7/09 (c)

6,416,000

2,181,440

11.75% 6/15/15 (c)

11,258,000

3,827,720

12% 6/19/31 (c)

8,156,700

2,691,711

12.25% 6/19/18 (c)

8,887,970

2,933,030

12.375% 2/21/12 (c)

4,745,000

1,613,300

15.5% 12/19/08 (c)

12,741,000

4,172,678

100.744% 4/10/05 (c)(f)

1,180,000

460,200

TOTAL ARGENTINA

51,175,781

Brazil - 14.4%

Brazilian Federative Republic:

Brady debt conversion bond 3.125% 4/15/12 (f)

9,313,266

8,894,169

8.25% 1/20/34

15,910,000

15,480,430

8.2988% 6/29/09 (f)

4,355,000

5,149,788

8.875% 4/15/24

13,120,000

13,592,320

10.25% 6/17/13

21,650,000

25,633,600

10.5% 7/14/14

17,190,000

20,404,530

11% 1/11/12

16,805,000

20,418,075

11% 8/17/40

17,405,000

20,659,735

12% 4/15/10

8,390,000

10,382,625

12.75% 1/15/20

5,680,000

7,690,720

14.5% 10/15/09

7,815,000

10,425,210

TOTAL BRAZIL

158,731,202

Colombia - 2.9%

Colombian Republic:

8.125% 5/21/24

2,085,000

2,032,875

9.75% 4/9/11

3,133,508

3,592,567

Government Obligations - continued

Principal Amount (i)

Value
(Note 1)

Colombia - continued

Colombian Republic: - continued

10% 1/23/12

$ 3,525,000

$ 4,060,800

10.375% 1/28/33

2,500,000

2,900,000

10.75% 1/15/13

4,540,000

5,436,650

11.75% 2/25/20

10,335,000

13,280,475

TOTAL COLOMBIA

31,303,367

Dominican Republic - 0.4%

Dominican Republic:

9.04% 1/23/13 (e)

2,765,000

2,315,688

9.5% 9/27/06 (Reg. S)

2,470,000

2,321,800

TOTAL DOMINICAN REPUBLIC

4,637,488

Ecuador - 1.4%

Ecuador Republic:

8% 8/15/30 (Reg. S) (d)

9,124,000

7,883,136

12% 11/15/12 (e)

124,000

127,100

12% 11/15/12 (Reg. S)

6,945,000

7,118,625

TOTAL ECUADOR

15,128,861

Egypt - 0.1%

Arab Republic 10.9485% 2/15/05

EGP

8,250,000

1,338,918

Ivory Coast - 0.2%

Ivory Coast:

Brady past due interest 2% 3/29/18 (Reg. S) (c)(f)

3,880,750

688,833

FLIRB 2% 3/29/18 (Reg. S) (c)(f)

8,730,000

1,505,925

TOTAL IVORY COAST

2,194,758

Lebanon - 1.2%

Lebanese Republic:

5.88% 11/30/09 (e)(f)

5,355,000

5,328,225

11.625% 5/11/16 (Reg. S)

7,135,000

8,240,925

TOTAL LEBANON

13,569,150

Mexico - 9.9%

United Mexican States:

5.875% 1/15/14

10,100,000

10,347,450

6.375% 1/16/13

18,700,000

19,915,500

6.625% 3/3/15

4,425,000

4,752,450

6.75% 9/27/34

35,710,000

35,263,625

7.5% 4/8/33

12,210,000

13,186,800

8.125% 12/30/19

8,555,000

10,073,513

Government Obligations - continued

Principal Amount (i)

Value
(Note 1)

Mexico - continued

United Mexican States: - continued

11.375% 9/15/16

$ 5,320,000

$ 7,833,700

11.5% 5/15/26

5,005,000

7,657,650

TOTAL MEXICO

109,030,688

Nigeria - 0.0%

Central Bank of Nigeria warrants 11/15/20 (a)(g)

4,000

4,000

Panama - 1.5%

Panamanian Republic:

7.25% 3/15/15

4,160,000

4,326,400

8.875% 9/30/27

5,005,000

5,555,550

9.375% 7/23/12

2,050,000

2,424,125

9.625% 2/8/11

3,855,000

4,568,175

TOTAL PANAMA

16,874,250

Peru - 4.3%

Peruvian Republic:

8.375% 5/3/16

4,710,000

5,275,200

8.75% 11/21/33

2,430,000

2,654,775

9.125% 2/21/12

10,995,000

12,836,663

9.875% 2/6/15

10,560,000

13,041,600

euro Brady past due interest 5% 3/7/17 (f)

14,115,200

13,550,592

TOTAL PERU

47,358,830

Philippines - 4.6%

Philippine Republic:

8.25% 1/15/14

2,675,000

2,614,813

8.375% 2/15/11

21,560,000

21,667,800

8.875% 3/17/15

12,235,000

12,235,000

9% 2/15/13

4,725,000

4,819,500

10.625% 3/16/25

8,645,000

9,260,956

TOTAL PHILIPPINES

50,598,069

Poland - 0.3%

Polish Government 0% 8/12/06

PLN

8,905,000

2,672,830

Russia - 11.0%

Russian Federation:

5% 3/31/30 (Reg. S) (d)

79,637,500

82,126,166

11% 7/24/18 (Reg. S)

13,567,000

18,858,130

12.75% 6/24/28 (Reg. S)

12,377,000

20,236,395

TOTAL RUSSIA

121,220,691

Government Obligations - continued

Principal Amount (i)

Value
(Note 1)

Turkey - 4.3%

Turkish Republic:

11% 1/14/13

$ 7,985,000

$ 10,160,913

11.5% 1/23/12

7,705,000

9,920,188

11.875% 1/15/30

3,645,000

5,262,469

19.9997% 8/10/05

TRL

33,200,000,000,000

21,998,038

TOTAL TURKEY

47,341,608

Uruguay - 1.0%

Uruguay Republic:

7.25% 2/15/11

4,070,000

4,029,300

7.5% 3/15/15

4,070,000

3,968,250

7.875% 1/15/33 pay-in-kind

3,615,199

3,199,451

TOTAL URUGUAY

11,197,001

Venezuela - 12.0%

Venezuelan Republic:

oil recovery rights 4/15/20 (g)

14,625

146,250

3.09% 4/20/11 (f)

28,820,000

26,226,200

5.375% 8/7/10

5,490,000

5,155,110

7% 12/1/18 (Reg. S)

8,285,000

7,564,205

8.5% 10/8/14

19,885,000

21,058,215

9.25% 9/15/27

19,750,000

20,836,250

9.375% 1/13/34

4,975,000

5,263,550

10.75% 9/19/13

26,030,000

31,138,388

13.625% 8/15/18

9,488,000

12,832,520

euro Brady debt conversion bond 3.625% 12/18/07 (f)

2,285,600

2,274,172

TOTAL VENEZUELA

132,494,860

TOTAL GOVERNMENT OBLIGATIONS

(Cost $768,561,642)

816,872,352

Common Stocks - 0.2%

Shares

Bermuda - 0.2%

APP China Group Ltd.
(Cost $2,054,053)

42,507

2,082,843

Money Market Funds - 15.7%

Shares

Value (Note 1)

Fidelity Cash Central Fund, 2.24% (b)
(Cost $172,139,624)

172,139,624

$ 172,139,624

Purchased Options - 0.0%

Expiration Date/Strike Price

Underlying Face Amount

United States of America - 0.0%

JPMorgan Call Option on $57,444,543 notional amount of Brazilian Federative Republic Brady capitalization bond 8% 4/15/14 (Cost $206,800)

January 2005/
$101.75

$ 58,811,723

361,901

TOTAL INVESTMENT PORTFOLIO - 99.0%

(Cost $1,042,168,734)

1,089,283,825

NET OTHER ASSETS - 1.0%

11,368,250

NET ASSETS - 100%

$ 1,100,652,075

Security Type Abbreviations

FLIRB

-

Front Loaded Interest Reduction Bonds

Currency Abbreviations

EGP

-

Egyptian pound

PLN

-

Polish zloty (new)

TRL

-

Turkish lira

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(c) Non-income producing - issuer filed for bankruptcy or is in default of interest payments.

(d) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(e) 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 $29,147,064 or 2.6% of net assets.

(f) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(g) Quantity represents share amount.

(h) Represents right to receive interest payment on underlying security. Principal shown is original face of underlying security.

(i) Principal amount stated in United States dollars unless otherwise noted.

Other Information

The composition of credit quality ratings as a percentage of net assets is as follows (ratings are unaudited):

AAA, AA, A

3.3%

BBB

20.9%

BB

17.4%

B

32.0%

CCC, CC, C

6.5%

Not Rated

0.9%

Equities

0.2%

Other Investments

0.0%

Short-Term Investments and Net
Other Assets

18.8%

100.0%

We have used ratings from Moody's® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P® ratings.

Income Tax Information

The fund hereby designates as capital gain dividends: For dividends with respect to the taxable year ended December 31, 2004, $21,432,000, or, if different, the net capital gain of such year; and for dividends with respect to the taxable year ended December 31, 2003, $9,278,000, or, if different, the excess of: (a) the net capital gain of such year, over (b) amounts previously designated as capital gain dividends with respect to such year.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements

Statement of Assets and Liabilities

December 31, 2004

Assets

Investment in securities, at value (cost $1,042,168,734) - See accompanying schedule

$ 1,089,283,825

Cash

1,348,093

Receivable for fund shares sold

3,648,477

Interest receivable

18,670,392

Prepaid expenses

3,249

Other affiliated receivables

1,008

Total assets

1,112,955,044

Liabilities

Payable for investments purchased

$ 9,592,098

Payable for fund shares redeemed

928,142

Distributions payable

881,972

Accrued management fee

593,832

Other affiliated payables

179,993

Other payables and accrued expenses

126,932

Total liabilities

12,302,969

Net Assets

$ 1,100,652,075

Net Assets consist of:

Paid in capital

$ 1,024,923,381

Undistributed net investment income

4,898,748

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

23,680,511

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

47,149,435

Net Assets, for 76,790,048 shares outstanding

$ 1,100,652,075

Net Asset Value, offering price and redemption price per share ($1,100,652,075 ÷ 76,790,048 shares)

$ 14.33

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

Year ended December 31, 2004

Investment Income

Dividends

$ 3,732

Interest

65,901,287

Total income

65,905,019

Expenses

Management fee

$ 6,185,745

Transfer agent fees

1,562,043

Accounting fees and expenses

416,334

Non-interested trustees' compensation

5,014

Custodian fees and expenses

199,756

Registration fees

99,958

Audit

89,568

Legal

40,931

Interest

345

Miscellaneous

8,488

Total expenses before reductions

8,608,182

Expense reductions

(10,364)

8,597,818

Net investment income

57,307,201

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

42,863,615

Foreign currency transactions

(46,027)

Total net realized gain (loss)

42,817,588

Change in net unrealized appreciation (depreciation) on:

Investment securities

3,521,822

Assets and liabilities in foreign currencies

41,308

Total change in net unrealized appreciation (depreciation)

3,563,130

Net gain (loss)

46,380,718

Net increase (decrease) in net assets resulting from operations

$ 103,687,919

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

Year ended
December 31,
2004

Year ended
December 31,
2003

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 57,307,201

$ 50,459,214

Net realized gain (loss)

42,817,588

112,330,883

Change in net unrealized appreciation (depreciation)

3,563,130

15,812,555

Net increase (decrease) in net assets resulting
from operations

103,687,919

178,602,652

Distributions to shareholders from net investment income

(59,295,326)

(44,250,045)

Distributions to shareholders from net realized gain

(23,403,975)

(3,056,683)

Total distributions

(82,699,301)

(47,306,728)

Share transactions
Proceeds from sales of shares

542,449,906

738,974,438

Reinvestment of distributions

75,041,520

42,673,879

Cost of shares redeemed

(408,695,095)

(469,069,040)

Net increase (decrease) in net assets resulting from share transactions

208,796,331

312,579,277

Redemption fees

539,982

1,277,346

Total increase (decrease) in net assets

230,324,931

445,152,547

Net Assets

Beginning of period

870,327,144

425,174,597

End of period (including undistributed net investment income of $4,898,748 and undistributed net investment income of $14,280,671, respectively)

$ 1,100,652,075

$ 870,327,144

Other Information

Shares

Sold

38,999,881

58,220,311

Issued in reinvestment of distributions

5,425,865

3,297,831

Redeemed

(30,267,806)

(36,442,660)

Net increase (decrease)

14,157,940

25,075,482

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights

Years ended December 31,

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 13.90

$ 11.32

$ 10.91

$ 11.39

$ 11.13

Income from Investment Operations

Net investment income (loss)B

.857

.899

.868E

1.242D, E

1.092

Net realized and unrealized gain (loss)

.775

2.503

.435E

(.527)D, E

.452

Total from investment operations

1.632

3.402

1.303

.715

1.544

Distributions from net investment income

(.880)

(.795)

(.909)

(1.207)

(1.080)

Distributions in excess of net investment income

-

-

-

-

(.216)

Distributions from net realized gain

(.330)

(.050)

-

-

-

Total distributions

(1.210)

(.845)

(.909)

(1.207)

(1.296)

Redemption fees added to paid in capitalB

.008

.023

.016

.012

.012

Net asset value, end of period

$ 14.33

$ 13.90

$ 11.32

$ 10.91

$ 11.39

Total ReturnA

12.50%

31.11%

12.62%

6.65%

14.38%

Ratios to Average Net AssetsC

Expenses before expense reductions

.94%

.97%

1.00%

1.00%

1.00%

Expenses net of voluntary waivers, if any

.94%

.97%

1.00%

1.00%

1.00%

Expenses net of all reductions

.94%

.97%

1.00%

.99%

.99%

Net investment income (loss)

6.26%

7.00%

7.90%E

11.04%D, E

9.41%

Supplemental Data

Net assets, end of period (000 omitted)

$ 1,100,652

$ 870,327

$ 425,175

$ 298,287

$ 266,329

Portfolio turnover rate

237%

270%

219%

259%

278%

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Calculated based on average shares outstanding during the period.

C Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the fund.

D Effective January 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

E As a result of a revision to reflect accretion of market discount using the interest method, certain amounts for the years ended December 31, 2002 and December 31, 2001 have been reclassified from what was previously reported. The impact of this change for the years ended December 31, 2002 and December 31, 2001 was a decrease to net investment income of $.064 and $.064 per share with a corresponding increase to net realized and unrealized gain (loss) per share, respectively. The ratio of net investment income to average net assets decreased from 8.48% and 11.61% to 7.90% and 11.04%, respectively. The reclassification has no impact on the net assets of the fund.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Notes to Financial Statements

For the period ended December 31, 2004

1. Significant Accounting Policies.

Fidelity New Markets Income Fund (the fund) is a fund of Fidelity School Street Trust (the trust) and is authorized to issue an unlimited number of shares. The 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 Massachusetts business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, 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 fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Debt securities, including restricted securities, for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. Equity securities, including restricted securities, for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Foreign Currency. The fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

Annual Report

Notes to Financial Statements - continued

1. Significant Accounting Policies - continued

Foreign Currency - continued

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivables when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonably assured.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among the funds in the trust.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. In addition, the fund will claim a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Annual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Book-tax differences are primarily due to foreign currency transactions, prior period premium and discount on debt securities, market discount and losses deferred due to wash sales.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation

$ 53,273,936

Unrealized depreciation

(7,632,099)

Net unrealized appreciation (depreciation)

45,641,837

Undistributed ordinary income

11,089,921

Undistributed long-term capital gain

13,975,757

Cost for federal income tax purposes

$ 1,043,641,988

The tax character of distributions paid was as follows:

December 31, 2004

December 31, 2003

Ordinary Income

$ 65,964,892

$ 44,250,045

Long-term Capital Gains

16,734,409

3,056,683

Total

$ 82,699,301

$ 47,306,728

Short-Term Trading (Redemption) Fees. Shares held in the fund less than 90 days are subject to a redemption fee equal to 1.00% of the proceeds of the redeemed shares. All redemption fees, including any estimated redemption fees paid by Fidelity Management & Research Company (FMR), are retained by the fund and accounted for as an addition to paid in capital.

2. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. The fund may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations and corporate obligations. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Collateral is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

Annual Report

Notes to Financial Statements - continued

2. Operating Policies - continued

Options. The fund may use options to manage its exposure to the bond market and to fluctuations in interest rates. Writing puts and buying calls tend to increase the fund's exposure to the underlying instrument. Buying puts and writing calls tend to decrease the fund's exposure to the underlying instrument, or hedge other fund investments. The underlying face amount at value of any open options at period end is shown in the Schedule of Investments under the caption "Purchased Options." This amount reflects each contract's exposure to the underlying instrument at period end. Losses may arise from changes in the value of the underlying instruments, if there is an illiquid secondary market for the contracts, or if the counterparties do not perform under the contracts' terms. Gains and losses are realized upon the expiration or closing of the options. Realized gains (losses) on purchased options are included in realized gains (losses) on investment securities.

Exchange-traded options are valued using the last sale price or, in the absence of a sale, the last offering price. Options traded over-the-counter are valued using dealer-supplied valuations.

Restricted Securities. The fund may 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 at the end of the fund's Schedule of Investments.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $2,077,332,882 and $1,954,984,768, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .55% of the fund's average net assets and a group fee rate that averaged .13% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .68% of the fund's average net assets.

Annual Report

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .17% of average net assets.

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $505,152 for the period.

Interfund Lending Program. Pursuant to an Exemptive Order issued by the SEC, the fund, along with other registered investment companies having management contracts with FMR, may participate in an interfund lending program. This program provides an alternative credit facility allowing the funds to borrow from, or lend money to, other participating funds. At period end, there were no interfund loans outstanding. The fund's activity in this program during the period was as follows:

Borrower or Lender

Average Daily
Loan Balance

Weighted Average Interest Rate

Interest Earned
(included in
interest income)

Interest
Expense

Borrower

$ 11,095,000

1.12%

$ -

$ 345

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

Annual Report

Notes to Financial Statements - continued

6. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $251 for the period. In addition, through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $6,326 and $3,787, respectively.

7. Credit Risk.

The fund's relatively large investment in countries with limited or developing capital markets may involve greater risks than investments in more developed markets and the prices of such investments may be volatile. The yields of emerging market debt obligations reflect, among other things, perceived credit risk. The consequences of political, social or economic changes in these markets may have disruptive effects on the market prices of the fund's investments and the income they generate, as well as the fund's ability to repatriate such amounts.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity School Street Trust and the Shareholders of Fidelity New Markets Income Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule 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 Fidelity New Markets Income Fund (a fund of Fidelity School Street Trust) at December 31, 2004 and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity New Markets Income Fund'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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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 December 31, 2004 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

February 22, 2005

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy, each of the Trustees oversees 301 funds advised by FMR or an affiliate. Mr. McCoy oversees 303 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. In any event, each non-interested Trustee shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an "interested person" (as defined in the 1940 Act) may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (74)**

Year of Election or Appointment: 1976

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, 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 Management & Research (Far East) Inc.; Chairman (1998) and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001) and a Director (2000) of FMR Co., Inc.

Abigail P. Johnson (43)**

Year of Election or Appointment: 2001

Senior Vice President of New Markets Income (2001). Ms. Johnson also serves as Senior Vice President of other Fidelity funds (2001). She is President and a Director of FMR (2001), Fidelity Investments Money Management, Inc. (2001), FMR Co., Inc. (2001), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds.

Laura B. Cronin (50)

Year of Election or Appointment: 2003

Ms. Cronin is an Executive Vice President (2002) and Chief Financial Officer (2002) of FMR Corp. and is a member of the Fidelity Management Committee (2003). Previously, Ms. Cronin served as Vice President of Finance of FMR (1997-1999), and Chief Financial Officer of FMR (1999-2001), Fidelity Personal Investments (2001), and Fidelity Brokerage Company (2001-2002).

Robert L. Reynolds (52)

Year of Election or Appointment: 2003

Mr. Reynolds is a Director (2003) and Chief Operating Officer (2002) of FMR Corp. and is the head of the Fidelity Management Committee (2003). He also serves on the Board at Fidelity Investments Canada, Ltd. (2000). Previously, Mr. Reynolds served as President of Fidelity Investments Institutional Retirement Group (1996-2000).

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

** Edward C. Johnson 3d, Trustee, is Abigail P. Johnson's father.

Annual Report

Non-Interested Trustees:

Correspondence intended for each non-interested Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation

Robert M. Gates (61)

Year of Election or Appointment: 1997

Dr. Gates is Vice Chairman of the non-interested Trustees (2005). Dr. Gates is President of Texas A&M University (2002). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001), and Brinker International (restaurant management, 2003). He also serves as a member of the Advisory Board of VoteHere.net (secure Internet voting, 2001). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.

George H. Heilmeier (68)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), INET Technologies Inc. (telecommunications network surveillance, 2001), Teletech Holdings (customer management services), and HRL Laboratories (private research and development, 2004). He is Chairman of the General Motors Technology Advisory Committee and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE) (2000). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), and Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002).

Marie L. Knowles (58)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (60)

Year of Election or Appointment: 2000

Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach serves as Co-Chairman and a Director of Covansys, Inc. (global provider of business and technology solutions, 2000). In addition, he is a Director of Italtel Holding S.p.A. (telecommunications (Milan, Italy), 2004) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida (1999). He also is a member of the Council on Foreign Relations.

Marvin L. Mann (71)

Year of Election or Appointment: 1993

Mr. Mann is Chairman of the non-interested Trustees (2001). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals), where he served as CEO until April 1998, retired as Chairman May 1999, and remains a member of the Board. 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. He is a member of the Executive Committee of the Independent Director's Council of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.

William O. McCoy (71)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), and Progress Energy, Inc. (electric utility). He is also a partner of Franklin Street Partners (private investment management firm) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors (1994-1998) for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system, 1995-1998).

Cornelia M. Small (60)

Year of Election or Appointment: 2005

Ms. Small is a member (2000) and Chairperson (2002) of the Investment Committee, and a member (2002) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1998). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (65)

Year of Election or Appointment: 2002

Mr. Stavropoulos is Chairman of the Board (2000), CEO (2002), a position he previously held from 1995-2000, Chairman of the Executive Committee (2000), and a Member of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, and Maersk Inc. (industrial conglomerate, 2002). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Annual Report

Trustees and Officers - continued

Advisory Board Members and Executive Officers:

Correspondence intended for Mr. Dirks and Mr. Wolfe may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Dennis J. Dirks (56)

Year of Election or Appointment: 2004

Member of the Advisory Board of Fidelity School Street Trust. Mr. Dirks also serves as a Trustee (2005) or Member of the Advisory Board (2004) of other investment companies advised by FMR. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003).

Peter S. Lynch (61)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity School Street Trust. Vice Chairman and a Director of FMR, and Vice Chairman (2001) and a Director (2000) of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). 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. In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.

Kenneth L. Wolfe (65)

Year of Election or Appointment: 2004

Member of the Advisory Board of Fidelity School Street Trust. Mr. Wolfe also serves as a Trustee (2005) or Member of the Advisory Board (2004) of other investment companies advised by FMR. Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003), Bausch & Lomb, Inc., and Revlon Inc. (2004).

Philip L. Bullen (45)

Year of Election or Appointment: 2001

Vice President of New Markets Income. Mr. Bullen also serves as Vice President of certain Equity Funds (2001) and certain High Income Funds (2001). He is Senior Vice President of FMR (2001) and FMR Co., Inc. (2001), President and a Director of Fidelity Management & Research (Far East) Inc. (2001), President and a Director of Fidelity Management & Research (U.K.) Inc. (2002), and a Director of Strategic Advisers, Inc. (2002). Before joining Fidelity Investments, Mr. Bullen was President and Chief Investment Officer of Santander Global Advisors (1997-2000) and President and Chief Executive Officer of Boston's Baring Asset Management Inc. (1994-1997).

John H. Carlson (54)

Year of Election or Appointment: 1996

Vice President of New Markets Income. Mr. Carlson serves as Vice President of another fund advised by FMR. Mr. Carlson also serves as Senior Vice President of FMR (2003) and FMR Co., Inc (2003).

Eric D. Roiter (56)

Year of Election or Appointment: 1998

Secretary of New Markets Income. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Vice President and Secretary of FDC; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Management & Research (Far East) Inc. (2001-present); and Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present).

Stuart Fross (45)

Year of Election or Appointment: 2003

Assistant Secretary of New Markets Income. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003) and is an employee of FMR.

Christine Reynolds (46)

Year of Election or Appointment: 2004

President, Treasurer, and Anti-Money Laundering (AML) officer of New Markets Income. Ms. Reynolds also serves as President, Treasurer, and AML officer of other Fidelity funds (2004) and is a Vice President (2003) and an employee (2002) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.

Timothy F. Hayes (54)

Year of Election or Appointment: 2002

Chief Financial Officer of New Markets Income. Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002). Recently he was appointed President of Fidelity Service Company (2003) where he also serves as a Director. Mr. Hayes also serves as President of Fidelity Investments Operations Group (FIOG, 2002), which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he was appointed President in 1998. Previously, Mr. Hayes served as Chief Financial Officer of Fidelity Investments Corporate Systems and Service Group (1998) and Fidelity Systems Company (1997-1998).

Kenneth A. Rathgeber (57)

Year of Election or Appointment: 2004

Chief Compliance Officer of New Markets Income. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004) and Executive Vice President of Risk Oversight for Fidelity Investments (2002). Previously, he served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Company, Inc. (1998-2002).

John R. Hebble (46)

Year of Election or Appointment: 2003

Deputy Treasurer of New Markets Income. Mr. Hebble also serves as Deputy Treasurer of other Fidelity funds (2003), and is an employee of FMR. Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds (1998-2003).

Kimberley H. Monasterio (41)

Year of Election or Appointment: 2004

Deputy Treasurer of New Markets Income. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

John H. Costello (58)

Year of Election or Appointment: 1993

Assistant Treasurer of New Markets Income. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Peter L. Lydecker (50)

Year of Election or Appointment: 2004

Assistant Treasurer of New Markets Income. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (49)

Year of Election or Appointment: 2002

Assistant Treasurer of New Markets Income. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Kenneth B. Robins (35)

Year of Election or Appointment: 2004

Assistant Treasurer of New Markets Income. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Annual Report

Distributions

The Board of Trustees of Fidelity New Markets Income Fund voted to pay on February 7, 2005, to shareholders of record at the opening of business on February 4, 2005, a distribution of $.30 per share derived from capital gains realized from sales of portfolio securities.

The percentage of dividends distributed during the fiscal year representing income derived from sources within, and taxes paid to, foreign countries or possessions of the United States are 92.94% and 0%, respectively.

The fund will notify shareholders in January 2005 of amounts for use in preparing 2004 income tax returns.

Annual Report

Managing Your Investments

Fidelity offers several ways to conveniently manage your personal investments via your telephone or PC. You can access your account information, conduct trades and research your investments 24 hours a day.

By Phone

Fidelity Automated Service Telephone provides a single toll-free number to access account balances, positions, quotes and trading. It's easy to navigate the service, and on your first call, the system will help you create a personal identification number (PIN) for security.

(phone_graphic)Fidelity Automated
Service Telephone (FAST
®)
1-800-544-5555

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

Fidelity's web site on the Internet provides a wide range of information, including daily financial news, fund performance, interactive planning tools and news about Fidelity products and services.

(computer_graphic)Fidelity's Web Site
www.fidelity.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains, and the effects of any sales charges.

Annual Report

To Visit Fidelity

For directions and hours,
please call 1-800-544-9797.

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

123 South Lake Avenue
Pasadena, CA

16995 Bernardo Ctr. Drive
Rancho Bernardo, CA

1740 Arden Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

3793 State Street
Santa Barbara, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
West Palm Beach, FL

3550 Tamiami Trail, South
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

875 North Michigan Ave.
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7315 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

Michigan

500 E. Eisenhower Pkwy.
Ann Arbor, MI

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

Nevada

2225 Village Walk Drive
Henderson, NV

Annual Report

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

396 Route 17, North
Paramus, NJ

3518 Route 1 North
Princeton, NJ

530 Highway 35
Shrewsbury, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

200 Fifth Avenue
New York, NY

733 Third Avenue
New York, NY

11 Penn Plaza
New York, NY

2070 Broadway
New York, NY

1075 Northern Blvd.
Roslyn, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

1324 Polaris Parkway
Columbus, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4001 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

6500 N. MacArthur Blvd.
Irving, TX

6005 West Park Boulevard
Plano, TX

14100 San Pedro
San Antonio, TX

1576 East Southlake Blvd.
Southlake, TX

19740 IH 45 North
Spring, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

411 108th Avenue, N.E.
Bellevue, WA

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Annual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Far East) Inc.

Fidelity International
Investment Advisors

Fidelity International Investment
Advisors (U.K.) Limited

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

JPMorgan Chase Bank

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) (automated graphic)    1-800-544-5555

(automated graphic)    Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

NMI-UANN-0205
1.787734.101

Fidelity®

Strategic Income

Fund

Annual Report

December 31, 2004

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Performance

<Click Here>

How the fund has done over time.

Management's Discussion

<Click Here>

The manager's review of fund performance, strategy and outlook.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

A summary of major shifts in the fund's investments over the past six months.

Investments

<Click Here>

A complete list of the fund's investments with their market values.

Financial Statements

<Click Here>

Statements of assets and liabilities, operations, and changes in net assets,
as well as financial highlights.

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Central Investment Portfolio Top Fifty Holdings

<Click Here>

Top Fifty holdings of the Fidelity Central Investment Portfolio held by the fund.

Trustees and Officers

<Click Here>

Distributions

<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

Standard & Poor's, S&P and S&P 500 are registered service marks of The McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity Distributors Corporation.

Other third party marks appearing herein are the property of their respective owners.

All other marks appearing herein are registered or unregistered trademarks or service marks of FMR Corp. or an affiliated company.

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

Annual Report

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.fidelity.com/holdings.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings.

For nearly 60 years, Fidelity has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Annual Report

Performance: The Bottom Line

Average annual total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value) and assuming a constant rate of performance each year. The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. During periods of reimbursement by Fidelity, a fund's total return will be greater than it would be had the reimbursement not occurred. How a fund did yesterday is no guarantee of how it will do tomorrow.

Average Annual Total Returns

Periods ended December 31, 2004

Past 1
year

Past 5
years

Life of
fundA

Fidelity Strategic Income

9.44%

9.50%

8.05%

A From May 1, 1998.

$10,000 Over Life of Fund

Let's say hypothetically that $10,000 was invested in Fidelity® Strategic Income Fund on May 1, 1998, when the fund started. The chart shows how the value of your investment would have changed, and also shows how the Merrill Lynch U.S. High Yield Master II Index performed over the same period.



Annual Report

Management's Discussion of Fund Performance

Comments from William Eigen, Portfolio Manager of Fidelity® Strategic Income Fund

Investors in U.S. domestic and international fixed-income markets generally found positive returns in 2004, with the strongest gains coming from riskier debt classes. High-yield bonds had another solid year, with the Merrill Lynch® U.S. High Yield Master II Index rising 10.87%. Lower-rated securities once again led the surge, bolstered by improving issuer fundamentals, declining default rates and robust demand from yield-hungry investors. Emerging-markets debt - as measured by the J.P. Morgan Emerging Markets Bond Index Global - also did well, gaining 11.73% on strengthening export-driven local economies and heavy capital flows into the region. Foreign investment-grade debt was a standout in its own right, returning 12.14% according to the Citigroup® Non-U.S. Dollar World Government Bond Index. The U.S. dollar's slide versus most major currencies helped pace the sector. Meanwhile, U.S. government securities struggled as Treasuries were held back by fears of an upturn in long-term interest rates. The Lehman Brothers® Government Bond Index rose just 3.48%.

The fund rose 9.44% during the year, while the Fidelity Strategic Income Composite Index and the LipperSM Multi-Sector Income Funds Average returned 9.25% and 8.35%, respectively. While our overall results were strong, I felt they could have been better given that each of the fund's subportfolios beat their respective benchmarks and asset allocation also contributed. I positioned the fund offensively in terms of riskier assets outperforming, but defensively against rising interest rates. This approach largely worked well, particularly among U.S. government securities, whose low single-digit return as a group significantly trailed the broader bond market. In addition to heavily underweighting nominal Treasuries, the fund benefited from investing in Treasury Inflation-Protected Securities, which fared nicely. Unfortunately, substituting cash for some Treasuries curbed our gains slightly in a rising bond market. Modestly overweighting high-yield bonds aided returns versus the index, as did some well-timed tactical shifts among the foreign debt components. Strong credit analysis helped the high-yield subportfolio top its benchmark, while the emerging-markets subportfolio solidly outperformed due to country and security selection. The U.S. government subportfolio outpaced its index, mainly due to sector positioning, while the developed-markets subportfolio was helped by capturing relative valuation differences between various interest rate markets in Europe, Canada and Japan.

The views expressed in this statement reflect those of the portfolio manager only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Annual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2004 to December 31, 2004).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the share-holder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Beginning
Account Value
July 1, 2004

Ending
Account Value
December 31, 2004

Expenses Paid
During Period
*
July 1, 2004
to December 31, 2004

Actual

$ 1,000.00

$ 1,102.70

$ 3.96

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,021.37

$ 3.81

* Expenses are equal to the Fund's annualized expense ratio of .75%; multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

Annual Report

Investment Changes

Top Five Holdings as of December 31, 2004

(by issuer, excluding cash equivalents)

% of fund's
net assets

% of fund's net assets
6 months ago

U.S. Treasury Obligations

12.7

13.0

German Federal Republic

5.2

2.4

Fannie Mae

3.4

3.3

Brazilian Federative Republic

2.5

2.3

Japan Government

1.7

0.7

25.5

Top Five Market Sectors as of December 31, 2004

% of fund's
net assets

% of fund's net assets
6 months ago

Consumer Discretionary

11.5

11.0

Telecommunication Services

9.2

7.7

Financials

6.6

10.5

Energy

4.8

5.4

Materials

4.7

5.3

Quality Diversification (% of fund's net assets)

As of December 31, 2004

As of June 30, 2004

U.S. Government
and U.S.
Government
Agency
Obligations 19.5%

U.S. Government
and U.S.
Government
Agency
Obligations 20.7%

AAA, AA, A 14.0%

AAA, AA, A 11.8%

BBB 4.0%

BBB 4.6%

BB 14.2%

BB 11.0%

B 27.0%

B 30.7%

CCC, CC, C 8.5%

CCC, CC, C 10.7%

D 0.0%

D 0.2%

Not Rated 2.4%

Not Rated 1.9%

Equities 1.4%

Equities 1.2%

Short-Term
Investments and
Net Other Assets 9.0%

Short-Term
Investments and
Net Other Assets 7.2%



We have used ratings from Moody's® Investors Services, Inc. Where Moody's ratings are not available, we have used S&P® ratings.

The information in the above tables is based on the combined investments of the fund and its pro-rata share of the investments of Fidelity's fixed-income central funds.

Asset Allocation (% of fund's net assets)

As of December 31, 2004*

As of June 30, 2004 **

Corporate Bonds 45.8%

Corporate Bonds 48.7%

U.S. Government
and U.S.
Government
Agency
Obligations 19.5%

U.S. Government
and U.S.
Government
Agency
Obligations 20.7%

Foreign
Government & Government
Agency
Obligations 22.2%

Foreign
Government & Government
Agency
Obligations 20.6%

Stocks 1.4%

Stocks 1.2%

Short-Term
Investments and
Net Other Assets 9.0%

Short-Term
Investments and
Net Other Assets 7.2%

* Foreign
investments

34.9%

** Foreign
investments

32.2%



The information in the above tables is based on the combined investments of the fund and its pro-rata share of the investments of Fidelity's fixed-income central funds.

Annual Report

Investments December 31, 2004

Showing Percentage of Net Assets

Corporate Bonds - 45.8%

Principal Amount (000s) (d)

Value (Note 1) (000s)

Convertible Bonds - 0.1%

INFORMATION TECHNOLOGY - 0.1%

Semiconductors & Semiconductor Equipment - 0.1%

Atmel Corp. 0% 5/23/21

$ 6,275

$ 2,848

Nonconvertible Bonds - 45.7%

CONSUMER DISCRETIONARY - 10.3%

Auto Components - 0.6%

Affinia Group, Inc. 9% 11/30/14 (g)

4,225

4,405

Cooper Standard Auto, Inc.:

7% 12/15/12 (g)

1,090

1,106

8.375% 12/15/14 (g)

2,700

2,700

EaglePicher, Inc. 9.75% 9/1/13

1,780

1,780

Stoneridge, Inc. 11.5% 5/1/12

635

727

Tenneco Automotive, Inc. 8.625% 11/15/14 (g)

1,480

1,536

TRW Automotive Acquisition Corp.:

9.375% 2/15/13

3,036

3,507

11% 2/15/13

1,909

2,300

United Components, Inc. 9.375% 6/15/13

610

662

18,723

Automobiles - 0.1%

DaimlerChrysler AG 1.75% 11/18/05

JPY

100,000

989

Renault SA 0.3325% 4/23/07 (h)

JPY

200,000

1,940

Volkswagen Financial Services NV 5.5% 9/20/06

GBP

500

967

3,896

Hotels, Restaurants & Leisure - 2.4%

Carrols Corp. 9% 1/15/13 (g)

4,090

4,233

Domino's, Inc. 8.25% 7/1/11

864

942

Gaylord Entertainment Co.:

6.75% 11/15/14 (g)

4,965

4,977

8% 11/15/13

2,055

2,219

Herbst Gaming, Inc. 8.125% 6/1/12

1,125

1,207

ITT Corp. 7.375% 11/15/15

2,850

3,185

Landry's Seafood Restaurants, Inc. 7.5% 12/15/14 (g)

3,610

3,596

Mandalay Resort Group:

6.375% 12/15/11

1,780

1,860

6.5% 7/31/09

2,865

3,008

MGM MIRAGE:

6% 10/1/09

1,360

1,394

6.75% 9/1/12

4,210

4,442

8.5% 9/15/10

275

315

Corporate Bonds - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Hotels, Restaurants & Leisure - continued

Morton's Restaurant Group, Inc. 7.5% 7/1/10

$ 1,845

$ 1,799

Penn National Gaming, Inc. 8.875% 3/15/10

3,450

3,769

Royal Caribbean Cruises Ltd. 6.875% 12/1/13

3,010

3,251

Scientific Games Corp. 6.25% 12/15/12 (g)

880

891

Speedway Motorsports, Inc. 6.75% 6/1/13

4,160

4,368

Starwood Hotels & Resorts Worldwide, Inc.:

7.375% 5/1/07

1,925

2,055

7.875% 5/1/12

1,480

1,695

Station Casinos, Inc.:

6% 4/1/12

2,740

2,822

6.5% 2/1/14

2,620

2,692

Sun International Hotels Ltd./Sun International North America, Inc. 8.875% 8/15/11

4,080

4,478

Town Sports International Holdings, Inc. 0% 2/1/14 (e)

8,065

4,274

Vail Resorts, Inc. 6.75% 2/15/14

6,165

6,265

Venetian Casino Resort LLC/Las Vegas Sands, Inc. 11% 6/15/10

430

491

Virgin River Casino Corp./RBG LLC/B&BB, Inc.:

0% 1/15/13 (e)(g)

1,610

1,006

9% 1/15/12 (g)

950

988

Waterford Gaming LLC/Waterford Gaming Finance Corp. 8.625% 9/15/12 (g)

885

947

Wheeling Island Gaming, Inc. 10.125% 12/15/09

1,300

1,385

74,554

Household Durables - 1.0%

Beazer Homes USA, Inc. 8.625% 5/15/11

1,510

1,642

D.R. Horton, Inc.:

7.875% 8/15/11

1,175

1,347

8% 2/1/09

1,925

2,161

Goodman Global Holdings, Inc.:

5.76% 6/15/12 (g)(h)

920

936

7.875% 12/15/12 (g)

5,750

5,728

K. Hovnanian Enterprises, Inc.:

6% 1/15/10 (g)

970

980

6.25% 1/15/15 (g)

1,750

1,724

7.75% 5/15/13

4,210

4,484

KB Home 8.625% 12/15/08

1,800

2,039

Levitz Home Furnishings, Inc. 12% 11/1/11 (g)

2,970

3,029

Corporate Bonds - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Household Durables - continued

Standard Pacific Corp.:

7.75% 3/15/13

$ 1,000

$ 1,074

9.25% 4/15/12

305

354

Technical Olympic USA, Inc. 7.5% 1/15/15 (g)

2,690

2,663

Tempur-Pedic, Inc./Tempur Production USA, Inc. 10.25% 8/15/10

1,395

1,608

William Lyon Homes, Inc. 7.5% 2/15/14

1,760

1,690

31,459

Leisure Equipment & Products - 0.0%

Riddell Bell Holdings, Inc. 8.375% 10/1/12 (g)

950

988

Media - 5.6%

AMC Entertainment, Inc.:

8% 3/1/14

2,000

1,970

8.625% 8/15/12 (g)

1,790

1,973

9.5% 2/1/11

10

10

9.875% 2/1/12

2,000

2,160

Cablevision Systems Corp. 8% 4/15/12 (g)

19,055

20,270

CanWest Media, Inc. 8% 9/15/12 (g)

1,130

1,206

Charter Communications Operating LLC/Charter Communications Operating Capital Corp. 8% 4/30/12 (g)

3,000

3,128

Cinemark USA, Inc. 9% 2/1/13

640

731

Cinemark, Inc. 0% 3/15/14 (e)

6,865

5,200

Corus Entertainment, Inc. 8.75% 3/1/12

1,875

2,055

CSC Holdings, Inc.:

6.75% 4/15/12 (g)

5,610

5,764

7.625% 4/1/11

3,575

3,861

7.625% 7/15/18

13,685

14,506

7.875% 2/15/18

4,525

4,887

Dex Media, Inc.:

0% 11/15/13 (e)

2,970

2,317

0% 11/15/13 (e)

130

101

8% 11/15/13

7,040

7,603

EchoStar DBS Corp.:

6.375% 10/1/11

5,255

5,386

6.625% 10/1/14 (g)

8,230

8,353

9.125% 1/15/09

948

1,043

Entravision Communications Corp. 8.125% 3/15/09

3,380

3,566

Corporate Bonds - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Media - continued

Haights Cross Communications, Inc. 0% 8/15/11 (e)

$ 2,480

$ 1,624

Haights Cross Operating Co. 11.75% 8/15/11

2,700

3,051

Houghton Mifflin Co.:

0% 10/15/13 (e)

15,995

11,836

8.25% 2/1/11

2,845

3,030

9.875% 2/1/13

5,575

6,091

IMAX Corp. 9.625% 12/1/10

2,870

3,128

Innova S. de R.L. 9.375% 9/19/13

9,825

11,201

Lamar Media Corp. 7.25% 1/1/13

390

417

PanAmSat Corp. 6.375% 1/15/08

920

959

PanAmSat Holding Corp. 0% 11/1/14 (e)(g)

5,360

3,672

PEI Holdings, Inc. 11% 3/15/10

2,331

2,716

Radio One, Inc. 8.875% 7/1/11

2,590

2,823

Rainbow National LLC & RNS Co. Corp.:

8.75% 9/1/12 (g)

4,230

4,590

10.375% 9/1/14 (g)

6,550

7,402

Rogers Cable, Inc.:

5.5% 3/15/14

1,535

1,447

6.25% 6/15/13

5,295

5,288

6.75% 3/15/15 (g)

1,760

1,789

7.875% 5/1/12

670

729

Sun Media Corp. Canada 7.625% 2/15/13

2,000

2,160

Susquehanna Media Co. 7.375% 4/15/13

1,090

1,155

The Reader's Digest Association, Inc. 6.5% 3/1/11

5,510

5,758

Videotron Ltee 6.875% 1/15/14

780

811

WDAC Subsidiary Corp. 8.375% 12/1/14 (g)

1,400

1,379

179,146

Specialty Retail - 0.3%

AutoNation, Inc. 9% 8/1/08

2,640

2,996

CSK Automotive, Inc. 7% 1/15/14

620

617

Hollywood Entertainment Corp. 9.625% 3/15/11

1,390

1,473

J. Crew Intermediate LLC 0% 5/15/08 (e)

450

420

The Pep Boys - Manny, Moe & Jack 7.5% 12/15/14

3,880

3,938

9,444

Corporate Bonds - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - 0.3%

AAC Group Holding Corp. 0% 10/1/12 (e)(g)

$ 6,890

$ 4,582

Levi Strauss & Co. 9.75% 1/15/15 (g)

5,410

5,342

9,924

TOTAL CONSUMER DISCRETIONARY

328,134

CONSUMER STAPLES - 0.6%

Food & Staples Retailing - 0.3%

Ahold Finance USA, Inc. 8.25% 7/15/10

4,485

5,113

Reddy Ice Holdings, Inc. 0% 11/1/12 (e)(g)

4,290

2,960

Southern States Cooperative, Inc. 10.5% 11/1/10 (g)

2,580

2,670

10,743

Food Products - 0.3%

Dean Foods Co.:

6.625% 5/15/09

40

42

6.9% 10/15/17

1,050

1,071

Doane Pet Care Co.:

9.75% 5/15/07

2,275

2,241

10.75% 3/1/10

1,050

1,124

Hines Nurseries, Inc. 10.25% 10/1/11

520

568

Michael Foods, Inc. 8% 11/15/13

610

644

Philipp Brothers Chemicals, Inc. 9.875% 6/1/08

2,755

2,590

8,280

Household Products - 0.0%

Central Garden & Pet Co. 9.125% 2/1/13

320

354

Personal Products - 0.0%

Elizabeth Arden, Inc. 7.75% 1/15/14

700

742

Tobacco - 0.0%

Gallaher Group PLC 4.625% 6/10/11

EUR

500

707

TOTAL CONSUMER STAPLES

20,826

ENERGY - 4.8%

Energy Equipment & Services - 0.4%

CHC Helicopter Corp. 7.375% 5/1/14

2,915

3,061

Grant Prideco, Inc.:

9% 12/15/09

170

191

9.625% 12/1/07

230

257

Corporate Bonds - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

ENERGY - continued

Energy Equipment & Services - continued

Hanover Compressor Co. 8.625% 12/15/10

$ 720

$ 785

Petroliam Nasional BHD (Petronas) 7.625% 10/15/26 (Reg. S)

3,905

4,757

Seabulk International, Inc. 9.5% 8/15/13

5,070

5,374

SESI LLC 8.875% 5/15/11

30

33

14,458

Oil & Gas - 4.4%

Belden & Blake Corp. 8.75% 7/15/12 (g)

2,225

2,275

Chesapeake Energy Corp.:

6.875% 1/15/16

2,509

2,634

7% 8/15/14

1,135

1,212

7.5% 6/15/14

1,115

1,215

7.75% 1/15/15

1,860

2,027

El Paso Production Holding Co. 7.75% 6/1/13

5,000

5,213

Encore Acquisition Co. 8.375% 6/15/12

3,295

3,674

Energy Partners Ltd. 8.75% 8/1/10

5,155

5,619

EXCO Resources, Inc. 7.25% 1/15/11

880

946

Forest Oil Corp. 8% 12/15/11

190

217

General Maritime Corp. 10% 3/15/13

4,420

5,083

Harvest Operations Corp. 7.875% 10/15/11 (g)

1,540

1,552

Houston Exploration Co. 7% 6/15/13

680

714

Hurricane Finance BV:

9.625% 2/12/10 (g)

885

987

9.625% 2/12/10 (Reg. S)

675

753

InterNorth, Inc. 9.625% 3/15/06 (c)

1,490

462

Markwest Energy Partners LP/ Markwest Energy Finance Corp. 6.875% 11/1/14 (g)

690

704

OAO Gazprom:

9.625% 3/1/13

5,840

6,920

10.5% 10/21/09

3,815

4,540

Pan American Energy LLC 7.125% 10/27/09 (g)

4,255

4,266

Pecom Energia SA 9% 5/1/09 (Reg. S)

983

1,053

Pemex Project Funding Master Trust:

3.79% 6/15/10 (g)(h)

8,780

9,008

6.625% 4/4/10

EUR

500

755

8.625% 2/1/22

5,985

6,935

Petrobras Energia SA 9.375% 10/30/13

3,745

4,039

Petroleos Mexicanos 9.25% 3/30/18

3,910

4,819

Corporate Bonds - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

ENERGY - continued

Oil & Gas - continued

Plains Exploration & Production Co.:

7.125% 6/15/14

$ 1,625

$ 1,779

8.75% 7/1/12

3,835

4,290

Range Resources Corp. 7.375% 7/15/13

3,120

3,338

Ship Finance International Ltd. 8.5% 12/15/13

7,525

7,751

Teekay Shipping Corp. 8.875% 7/15/11

5,465

6,339

The Coastal Corp.:

6.375% 2/1/09

330

327

7.75% 6/15/10

1,645

1,719

7.75% 10/15/35

240

224

Venoco, Inc. 8.75% 12/15/11 (g)

1,980

2,039

Vintage Petroleum, Inc. 8.25% 5/1/12

1,065

1,160

Williams Companies, Inc.:

7.125% 9/1/11

2,270

2,480

7.625% 7/15/19

11,455

12,486

7.75% 6/15/31

2,375

2,470

7.875% 9/1/21

5,350

5,939

8.125% 3/15/12

795

918

8.75% 3/15/32

4,830

5,555

YPF SA yankee 9.125% 2/24/09

2,391

2,666

139,102

TOTAL ENERGY

153,560

FINANCIALS - 6.2%

Capital Markets - 0.8%

Banco BPI SA 0.1019% 2/12/07 (h)

JPY

200,000

1,934

Bank of Scotland International Australia Ltd. 2.6914% 9/7/06 (h)

CAD

1,500

1,250

BCP Caylux Holdings Luxembourg SCA 9.625% 6/15/14 (g)

10,990

12,309

Goldman Sachs Group, Inc. 6.125% 2/14/17

GBP

2,000

4,055

J.P. Morgan AG (Vimpel Communications) loan participation note 10.45% 4/26/05 (Reg. S)

3,315

3,348

Macquarie Bank Ltd. 0.2019% 2/10/06 (h)

JPY

200,000

1,950

Merrill Lynch & Co., Inc. 0.3729% 5/28/08 (h)

JPY

200,000

1,960

26,806

Corporate Bonds - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Commercial Banks - 0.9%

ABN-AMRO Bank NV 2.22% 1/23/08 (h)

EUR

1,500

$ 2,034

Alliance & Leicester PLC 0.0525% 10/18/06 (h)

JPY

200,000

1,948

ASB Bank Ltd. 0.0525% 7/27/05 (h)

JPY

300,000

2,927

Australia & New Zealand Banking Group Ltd. 2.7014% 12/29/06 (h)

CAD

1,500

1,250

Banco Santander Central Hispano SA 2.226% 2/23/06 (h)

EUR

1,500

2,034

Banque Federative du Credit Mutuel (BFCM) 2.245% 7/24/06 (h)

EUR

1,500

2,033

Commonwealth Bank of Australia 2.7729% 11/28/06 (h)

CAD

1,500

1,250

Export-Import Bank of Korea 0.1525% 11/4/05 (h)

JPY

400,000

3,903

NIB Capital Bank NV:

0.1025% 2/17/09 (h)

JPY

350,000

3,412

2.7914% 2/26/07 (h)

CAD

1,000

833

Rabobank Nederland 2.8029% 2/23/07 (h)

CAD

2,000

1,667

San Paolo IMI Spa 2.478% 6/28/16 (h)

EUR

1,000

1,355

Standard Bank London Ltd. 8.125% 9/30/09

2,000

2,030

Westpac Banking Corp. 2.7429% 1/27/06 (h)

CAD

1,500

1,250

27,926

Consumer Finance - 0.3%

Countrywide Home Loans, Inc. 2.8214% 3/7/06 (h)

CAD

1,500

1,250

Ford Credit Australia Ltd. 0% 1/5/07 (h)

EUR

250

342

General Motors Acceptance Corp. 3.898% 7/5/05 (h)

EUR

2,000

2,725

General Motors Acceptance Corp. of Canada Ltd. 3.92% 9/12/08 (h)

EUR

1,750

2,355

Household Finance Corp. 6.25% 8/19/19

GBP

2,000

4,192

Metris Companies, Inc. 10.125% 7/15/06

470

475

11,339

Diversified Financial Services - 3.3%

Aries Vermogensverwaltngs GmbH 9.6% 10/25/14 (g)

4,250

5,206

BAT International Finance PLC 3% 4/3/06 (h)

EUR

2,000

2,732

Caixa Finance BV 2.226% 11/21/06 (h)

EUR

2,000

2,711

Canada Housing Trust No. 1 4.65% 9/15/09

CAD

15,000

12,960

CCO Holdings LLC/CCO Holdings Capital Corp. 8.75% 11/15/13

1,390

1,435

Corporate Bonds - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financial Services - continued

Charter Communications Holdings LLC/Charter Communications Holdings Capital Corp.:

0% 5/15/11 (e)

$ 1,400

$ 1,029

10.25% 1/15/10

3,300

2,871

Chukchansi Economic Development Authority 14.5% 6/15/09 (g)

470

592

Citigroup Global Markets Holdings, Inc. 4.9275% 2/20/07 (h)

GBP

1,000

1,919

Crystal US Holding 3LLC/Crystal US Sub 3Corp.:

Series A, 0% 10/1/14 (e)(g)

2,790

1,925

Series B, 0% 10/1/14 (e)(g)

8,150

5,542

Entercom Radio LLC/Entercom Capital, Inc. 7.625% 3/1/14

2,910

3,128

FIMEP SA 10.5% 2/15/13

5,965

7,054

Gerdau AmeriSteel Corp./GUSAP Partners 10.375% 7/15/11

1,915

2,250

Global Cash Access LLC/Global Cash Access Finance Corp. 8.75% 3/15/12

4,165

4,472

Graham Packaging Co. LP/ GPC Capital Corp.:

8.5% 10/15/12 (g)

5,885

6,150

9.875% 10/15/14 (g)

3,740

3,983

Jostens Holding Corp. 0% 12/1/13 (e)

3,060

2,173

Marquee Holdings, Inc. 0% 8/15/14 (e)(g)

4,295

2,856

MSW Energy Holdings II LLC/MSW Finance Co. II, Inc. 7.375% 9/1/10

1,700

1,785

National Beef Packing Co. LLC/National Beef Finance Corp. 10.5% 8/1/11

3,065

3,172

New Asat Finance Ltd. 9.25% 2/1/11 (g)

2,260

2,057

Refco Finance Holdings LLC/Refco Finance, Inc. 9% 8/1/12 (g)

4,100

4,469

Sealed Air Finance 5.625% 7/19/06

EUR

750

1,050

Tate & Lyle International Finance PLC 5.75% 10/6/06

EUR

1,075

1,528

Universal City Development Partners Ltd./UCDP Finance, Inc. 11.75% 4/1/10

7,400

8,760

Universal City Florida Holding Co. I/II:

7.2% 5/1/10 (g)(h)

1,520

1,577

8.375% 5/1/10 (g)

1,690

1,758

Volkswagen International Finance NV 0.3881% 11/30/07 (h)

JPY

300,000

2,927

Corporate Bonds - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

FINANCIALS - continued

Diversified Financial Services - continued

WH Holdings Ltd./WH Capital Corp. 9.5% 4/1/11

$ 830

$ 913

Williams Companies, Inc. Credit Linked Certificate Trust 6.75% 4/15/09 (g)

3,575

3,857

104,841

Insurance - 0.0%

MetLife, Inc. 5.375% 12/9/24

GBP

90

171

Real Estate - 0.8%

American Real Estate Partners/American Real Estate Finance Corp. 8.125% 6/1/12

4,495

4,793

BF Saul REIT 7.5% 3/1/14

4,460

4,616

Crescent Real Estate Equities LP/Crescent Finance Co. 9.25% 4/15/09

3,745

4,110

La Quinta Properties, Inc.:

7% 8/15/12

1,590

1,693

8.875% 3/15/11

2,660

2,966

Senior Housing Properties Trust:

7.875% 4/15/15

2,420

2,662

8.625% 1/15/12

3,610

4,124

24,964

Thrifts & Mortgage Finance - 0.1%

Credit Logement SA 2.774% 12/2/49 (h)

EUR

1,500

2,040

TOTAL FINANCIALS

198,087

HEALTH CARE - 2.6%

Biotechnology - 0.0%

Polypore, Inc. 8.75% 5/15/12

770

803

Health Care Equipment & Supplies - 0.1%

Fisher Scientific International, Inc. 8.125% 5/1/12

1,785

1,990

Health Care Providers & Services - 2.1%

AmeriPath, Inc. 10.5% 4/1/13

4,205

4,468

AmerisourceBergen Corp.:

7.25% 11/15/12

1,690

1,880

8.125% 9/1/08

635

706

Beverly Enterprises, Inc. 7.875% 6/15/14 (g)

6,915

7,390

Concentra Operating Corp. 9.125% 6/1/12 (g)

705

797

Curative Health Services, Inc. 10.75% 5/1/11

1,930

1,718

Genesis HealthCare Corp. 8% 10/15/13

500

543

Corporate Bonds - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

HEALTH CARE - continued

Health Care Providers & Services - continued

HCA, Inc.:

6.375% 1/15/15

$ 6,035

$ 6,048

6.75% 7/15/13

4,500

4,640

National Nephrology Associates, Inc. 9% 11/1/11 (g)

700

810

PacifiCare Health Systems, Inc. 10.75% 6/1/09

1,037

1,172

Psychiatric Solutions, Inc. 10.625% 6/15/13

550

637

Service Corp. International (SCI) 6.75% 4/1/16

4,200

4,295

Triad Hospitals, Inc. 7% 11/15/13

5,765

5,909

U.S. Oncology, Inc.:

9% 8/15/12 (g)

1,660

1,834

10.75% 8/15/14 (g)

6,685

7,654

Vanguard Health Holding Co. I 0% 10/1/15 (e)(g)

6,610

4,330

Vanguard Health Holding Co. II LLC 9% 10/1/14 (g)

11,965

12,743

67,574

Pharmaceuticals - 0.4%

CDRV Investors, Inc. 0% 1/1/15 (e)(g)

5,065

3,128

Elan Finance PLC/Elan Finance Corp. 7.75% 11/15/11 (g)

3,740

4,002

Leiner Health Products, Inc. 11% 6/1/12

2,435

2,660

VWR International, Inc.:

6.875% 4/15/12 (g)

920

964

8% 4/15/14 (g)

920

982

11,736

TOTAL HEALTH CARE

82,103

INDUSTRIALS - 2.9%

Aerospace & Defense - 0.0%

Alliant Techsystems, Inc. 8.5% 5/15/11

1,825

1,971

Airlines - 0.7%

American Airlines, Inc. pass thru trust certificates:

7.377% 5/23/19

3,676

2,573

7.379% 5/23/16

1,333

933

AMR Corp. 9% 9/15/16

1,225

943

Continental Airlines, Inc. pass thru trust certificates:

6.748% 9/15/18

163

130

6.9% 7/2/18

1,096

921

8.312% 10/2/12

1,427

1,099

Corporate Bonds - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Airlines - continued

Continental Airlines, Inc. pass thru trust certificates: - continued

8.388% 5/1/22

$ 83

$ 68

Delta Air Lines, Inc.:

7.9% 12/15/09

3,780

2,381

8.3% 12/15/29

4,135

1,995

Delta Air Lines, Inc. pass thru trust certificates:

7.57% 11/18/10

1,190

1,174

7.711% 9/18/11

1,225

931

7.92% 5/18/12

4,195

3,230

10.06% 1/2/16

160

104

Northwest Airlines Corp. 10% 2/1/09

2,020

1,697

Northwest Airlines, Inc. 9.875% 3/15/07

175

159

Northwest Airlines, Inc. pass thru trust certificates:

7.248% 7/2/14

229

171

7.691% 4/1/17

540

453

7.95% 9/1/16

1,379

1,172

8.07% 1/2/15

2,086

1,460

8.304% 9/1/10

241

205

NWA Trust 10.23% 6/21/14

322

297

22,096

Building Products - 0.3%

ERICO International Corp. 8.875% 3/1/12

370

390

Jacuzzi Brands, Inc. 9.625% 7/1/10

5,640

6,260

Maax Holdings, Inc. 0% 12/15/12 (e)(g)

4,400

2,772

9,422

Commercial Services & Supplies - 0.2%

Allied Security Escrow Corp. 11.375% 7/15/11 (g)

1,630

1,744

Allied Waste North America, Inc. 6.5% 11/15/10

2,670

2,610

Browning-Ferris Industries, Inc.:

7.4% 9/15/35

220

194

9.25% 5/1/21

250

260

IOS Capital LLC 7.25% 6/30/08

99

103

JohnsonDiversey, Inc. 9.625% 5/15/12

680

765

R.H. Donnelley Finance Corp. I:

8.875% 12/15/10 (g)

340

381

10.875% 12/15/12 (g)

530

631

6,688

Corporate Bonds - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

INDUSTRIALS - continued

Construction & Engineering - 0.1%

Blount, Inc. 8.875% 8/1/12

$ 1,590

$ 1,725

Fluor Corp. 6.95% 3/1/07

1,750

1,838

Great Lakes Dredge & Dock Corp. 7.75% 12/15/13

470

424

3,987

Electrical Equipment - 0.3%

General Cable Corp. 9.5% 11/15/10

3,930

4,411

Polypore, Inc. 0% 10/1/12 (e)(g)

6,630

4,227

8,638

Machinery - 0.1%

Cummins, Inc.:

7.125% 3/1/28

2,195

2,239

9.5% 12/1/10 (h)

290

328

Navistar International Corp. 7.5% 6/15/11

860

920

3,487

Marine - 0.4%

H-Lines Finance Holding Corp. 0% 4/1/13 (e)(g)

2,510

1,826

OMI Corp. 7.625% 12/1/13

6,465

6,918

Ultrapetrol Bahamas Ltd. 9% 11/24/14 (g)

3,250

3,242

11,986

Road & Rail - 0.8%

Grupo TMM SA de CV 10.5% 8/1/07 (g)

2,803

2,817

Kansas City Southern Railway Co.:

7.5% 6/15/09

3,400

3,570

9.5% 10/1/08

1,715

1,929

TFM SA de CV yankee:

10.25% 6/15/07

2,581

2,762

11.75% 6/15/09

15,138

15,365

26,443

TOTAL INDUSTRIALS

94,718

INFORMATION TECHNOLOGY - 2.9%

Communications Equipment - 0.5%

Lucent Technologies, Inc.:

6.45% 3/15/29

14,385

13,090

6.5% 1/15/28

1,110

999

14,089

Corporate Bonds - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - 0.3%

Altra Industrial Motion, Inc. 9% 12/1/11 (g)

$ 1,290

$ 1,309

Celestica, Inc. 7.875% 7/1/11

8,140

8,710

10,019

IT Services - 0.4%

Iron Mountain, Inc.:

6.625% 1/1/16

9,500

8,883

7.75% 1/15/15

1,750

1,759

8.25% 7/1/11

620

639

8.625% 4/1/13

1,080

1,145

12,426

Office Electronics - 1.1%

Xerox Capital Trust I 8% 2/1/27

4,880

5,075

Xerox Corp.:

6.875% 8/15/11

4,180

4,452

7.125% 6/15/10

2,970

3,208

7.2% 4/1/16

3,365

3,601

7.625% 6/15/13

17,830

19,613

35,949

Semiconductors & Semiconductor Equipment - 0.6%

AMI Semiconductor, Inc. 10.75% 2/1/13

889

1,042

Freescale Semiconductor, Inc. 7.125% 7/15/14

7,415

8,045

MagnaChip Semiconductor SA/MagnaChip Semiconductor Finance Co.:

5.78% 12/15/11 (g)(h)

900

924

6.875% 12/15/11 (g)

1,790

1,844

8% 12/15/14 (g)

700

730

Semiconductor Note Participation Trust 0% 8/4/11 (g)

740

1,110

Viasystems, Inc. 10.5% 1/15/11

5,785

5,669

19,364

TOTAL INFORMATION TECHNOLOGY

91,847

MATERIALS - 4.7%

Chemicals - 1.8%

America Rock Salt Co. LLC 9.5% 3/15/14

4,735

4,948

BOC Group PLC 2.266% 7/19/05 (h)

EUR

1,500

2,035

Braskem SA 11.75% 1/22/14 (g)

1,270

1,492

Corporate Bonds - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

MATERIALS - continued

Chemicals - continued

Compass Minerals Group, Inc. 10% 8/15/11

$ 1,260

$ 1,418

Equistar Chemicals LP/Equistar Funding Corp. 10.625% 5/1/11

1,330

1,536

Georgia Gulf Corp. 7.125% 12/15/13

920

989

Huntsman Advanced Materials LLC:

10% 7/15/08 (g)(h)

1,610

1,739

11% 7/15/10 (g)

1,280

1,504

Huntsman ICI Chemicals LLC 10.125% 7/1/09

2,521

2,660

Huntsman International LLC:

7.375% 1/1/15 (g)

6,655

6,705

9.875% 3/1/09

675

739

Huntsman LLC:

9.32% 7/15/11 (g)(h)

830

925

11.625% 10/15/10

980

1,161

Innophos, Inc. 8.875% 8/15/14 (g)

680

736

JohnsonDiversey Holdings, Inc. 0% 5/15/13 (e)

7,220

6,245

Lyondell Chemical Co.:

9.5% 12/15/08

1,655

1,804

9.625% 5/1/07

380

417

11.125% 7/15/12

2,780

3,287

Millennium America, Inc. 9.25% 6/15/08

3,660

4,136

Phibro Animal Health Corp.:

13% 12/1/07 unit (g)

1,850

2,017

13% 12/1/07 unit (g)

399

435

Resolution Performance Products LLC/RPP Capital Corp. 9.5% 4/15/10

755

812

Rockwood Specialties Group, Inc. 7.5% 11/15/14 (g)

490

507

Solutia, Inc.:

6.72% 10/15/37 (c)

2,020

1,646

7.375% 10/15/27 (c)

8,625

7,029

56,922

Containers & Packaging - 0.8%

BWAY Corp. 10% 10/15/10

2,380

2,535

Crown Cork & Seal, Inc.:

7.375% 12/15/26

3,000

2,820

8% 4/15/23

4,690

4,620

Crown European Holdings SA:

9.5% 3/1/11

3,150

3,575

Corporate Bonds - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

MATERIALS - continued

Containers & Packaging - continued

Crown European Holdings SA: - continued

10.875% 3/1/13

$ 1,005

$ 1,188

Owens-Brockway Glass Container, Inc.:

6.75% 12/1/14 (g)

2,320

2,366

7.75% 5/15/11

910

987

8.25% 5/15/13

3,550

3,905

8.875% 2/15/09

4,595

4,986

26,982

Metals & Mining - 1.4%

Compass Minerals International, Inc.:

0% 12/15/12 (e)

1,460

1,248

0% 6/1/13 (e)

3,710

3,005

CSN Islands VIII Corp. 9.75% 12/16/13 (g)

11,440

12,241

Foundation Pennsylvania Coal Co. 7.25% 8/1/14 (g)

1,670

1,766

Freeport-McMoRan Copper & Gold, Inc.:

6.875% 2/1/14

5,685

5,642

10.125% 2/1/10

1,890

2,159

IMCO Recycling Escrow, Inc. 9% 11/15/14 (g)

560

580

International Steel Group, Inc. 6.5% 4/15/14

6,710

7,247

Ispat Inland ULC 9.75% 4/1/14

1,385

1,710

Luscar Coal Ltd. 9.75% 10/15/11

1,400

1,586

Massey Energy Co. 6.625% 11/15/10

1,655

1,721

Oregon Steel Mills, Inc. 10% 7/15/09

1,240

1,392

Peabody Energy Corp. 6.875% 3/15/13

1,910

2,068

Steel Dynamics, Inc.:

9.5% 3/15/09

65

71

9.5% 3/15/09

3,030

3,318

45,754

Paper & Forest Products - 0.7%

Boise Cascade LLC/Boise Cascade Finance Corp.:

5.005% 10/15/12 (g)(h)

790

808

7.125% 10/15/14 (g)

970

1,019

Georgia-Pacific Corp.:

7.375% 12/1/25

3,670

4,000

8% 1/15/24

6,005

6,958

8.875% 5/15/31

1,420

1,775

Corporate Bonds - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

MATERIALS - continued

Paper & Forest Products - continued

Georgia-Pacific Corp.: - continued

9.375% 2/1/13

$ 3,715

$ 4,328

Millar Western Forest Products Ltd. 7.75% 11/15/13

2,405

2,573

21,461

TOTAL MATERIALS

151,119

TELECOMMUNICATION SERVICES - 8.5%

Diversified Telecommunication Services - 4.2%

AT&T Corp. 8.75% 11/15/31

10,720

12,743

Deutsche Telekom International Finance BV 6.25% 12/9/10

GBP

450

903

Empresa Brasileira de Telecomm SA 11% 12/15/08

6,785

7,735

Eschelon Operating Co. 8.375% 3/15/10

2,015

1,612

Indosat Finance Co. BV 7.75% 11/5/10

1,325

1,411

Level 3 Financing, Inc. 10.75% 10/15/11 (g)

5,670

5,103

MCI, Inc.:

6.688% 5/1/09

138

143

7.735% 5/1/14

6,010

6,461

Mobifon Holdings BV 12.5% 7/31/10

9,600

11,424

New Skies Satellites BV:

7.4375% 11/1/11 (g)(h)

1,000

1,050

9.125% 11/1/12 (g)

760

790

NTL Cable PLC 8.75% 4/15/14 (g)

14,255

16,037

Qwest Corp.:

7.875% 9/1/11 (g)

3,970

4,288

9.125% 3/15/12 (g)

22,205

25,647

Qwest Services Corp. 14.5% 12/15/14 (g)(h)

1,925

2,411

Telefonica de Argentina SA 9.125% 11/7/10

3,560

3,747

Telenet Group Holding NV 0% 6/15/14 (e)(g)

15,660

11,902

U.S. West Communications:

6.875% 9/15/33

8,020

7,378

7.125% 11/15/43

325

299

7.2% 11/10/26

3,595

3,433

7.25% 9/15/25

1,560

1,521

7.25% 10/15/35

1,780

1,682

Corporate Bonds - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

U.S. West Communications: - continued

7.5% 6/15/23

$ 2,840

$ 2,790

8.875% 6/1/31

3,020

3,201

133,711

Wireless Telecommunication Services - 4.3%

American Tower Corp. 7.125% 10/15/12 (g)

7,155

7,352

Centennial Cellular Operating Co./Centennial Communications Corp. 10.125% 6/15/13

8,245

9,234

Centennial Communications Corp./Centennial Cellular Operating Co. LLC/Centennial Puerto Rico Operations Corp. 8.125% 2/1/14 (h)

2,760

2,843

Crown Castle International Corp.:

Series B, 7.5% 12/1/13

7,695

8,253

7.5% 12/1/13

430

461

9.375% 8/1/11

2,940

3,293

DirecTV Holdings LLC/DirecTV Financing, Inc. 8.375% 3/15/13

1,605

1,798

Dobson Cellular Systems, Inc. 9.875% 11/1/12 (g)

2,630

2,597

Globe Telecom, Inc. 9.75% 4/15/12

1,950

2,130

Inmarsat Finance II PLC 0% 11/15/12 (e)(g)

16,940

12,197

Kyivstar GSM 10.375% 8/17/09 (g)

3,600

3,978

Millicom International Cellular SA 10% 12/1/13 (g)

14,765

15,429

Mobile Telesystems Finance SA:

8.375% 10/14/10 (g)

3,430

3,481

9.75% 1/30/08 (g)

3,020

3,179

9.75% 1/30/08 (Reg. S)

175

184

Nextel Communications, Inc.:

5.95% 3/15/14

1,730

1,808

6.875% 10/31/13

6,310

6,846

7.375% 8/1/15

19,315

21,343

Rogers Communications, Inc.:

5.525% 12/15/10 (g)(h)

2,300

2,409

6.375% 3/1/14

4,195

4,153

7.25% 12/15/12 (g)

1,430

1,516

7.5% 3/15/15 (g)

2,640

2,779

8% 12/15/12 (g)

1,640

1,730

9.625% 5/1/11

2,955

3,443

Telemig Cellular SA/Amazonia Cellular SA 8.75% 1/20/09 (g)

4,100

4,264

Corporate Bonds - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

TELECOMMUNICATION SERVICES - continued

Wireless Telecommunication Services - continued

UbiquiTel Operating Co.:

9.875% 3/1/11

$ 505

$ 566

9.875% 3/1/11 (g)

1,720

1,926

Western Wireless Corp. 9.25% 7/15/13

7,125

7,766

136,958

TOTAL TELECOMMUNICATION SERVICES

270,669

UTILITIES - 2.2%

Electric Utilities - 0.2%

Illinois Power Co. 7.5% 6/15/09

95

107

Texas Genco LLC/Texas Genco Financing Corp. 6.875% 12/15/14 (g)

6,360

6,614

6,721

Gas Utilities - 1.3%

ANR Pipeline, Inc. 8.875% 3/15/10

570

638

Northwest Pipeline Corp.:

6.625% 12/1/07

305

323

8.125% 3/1/10

530

587

Southern Natural Gas Co.:

7.35% 2/15/31

9,120

9,473

8% 3/1/32

7,365

8,046

8.875% 3/15/10

670

750

Tennessee Gas Pipeline Co.:

7% 10/15/28

1,275

1,267

7.5% 4/1/17

9,525

10,597

7.625% 4/1/37

1,550

1,631

8.375% 6/15/32

1,570

1,770

Transcontinental Gas Pipe Line Corp.:

6.125% 1/15/05

1,410

1,417

6.25% 1/15/08

1,140

1,197

7% 8/15/11

300

329

8.875% 7/15/12

1,400

1,705

39,730

Multi-Utilities & Unregulated Power - 0.7%

Calpine Corp.:

8.5% 7/15/10 (g)

2,285

1,954

8.75% 7/15/13 (g)

12,540

10,283

Corporate Bonds - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

Nonconvertible Bonds - continued

UTILITIES - continued

Multi-Utilities & Unregulated Power - continued

Calpine Corp.: - continued

9.875% 12/1/11 (g)

$ 650

$ 566

Chivor SA E.S.P. 9.75% 12/30/14 (g)

4,350

4,524

Enron Corp.:

6.4% 7/15/06 (c)

865

268

6.625% 11/15/05 (c)

3,510

1,088

6.725% 11/15/37 (c)

1,090

332

6.75% 8/1/09 (c)

880

273

6.875% 10/15/07 (c)

2,120

657

6.95% 7/15/28 (c)

1,920

605

7.125% 5/15/07 (c)

375

116

7.375% 5/15/19 (c)

2,200

671

7.875% 6/15/03 (c)

375

116

8.375% 5/23/05 (c)

3,980

1,219

9.125% 4/1/03 (c)

80

25

9.875% 6/15/03 (c)

345

107

22,804

TOTAL UTILITIES

69,255

TOTAL NONCONVERTIBLE BONDS

1,460,318

TOTAL CORPORATE BONDS

(Cost $1,378,252)

1,463,166

U.S. Government and Government Agency Obligations - 18.2%

U.S. Government Agency Obligations - 5.5%

Fannie Mae:

3.25% 1/15/08

26,250

26,048

4.25% 5/15/09

21,000

21,367

5.125% 1/2/14

10,000

10,198

6% 5/15/11

12,775

14,055

6.25% 2/1/11

80

88

Federal Home Loan Bank:

3% 8/15/05

45,000

45,061

5.8% 9/2/08

960

1,028

U.S. Government and Government Agency Obligations - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

U.S. Government Agency Obligations - continued

Freddie Mac:

1.5% 8/15/05

$ 300

$ 298

2.75% 10/15/06

785

779

2.875% 12/15/06

1,095

1,087

3.625% 9/15/08

25,005

25,014

4.375% 2/4/10

4,900

4,905

4.5% 1/15/14

12,320

12,315

Private Export Funding Corp. secured 5.685% 5/15/12

2,355

2,552

Small Business Administration guaranteed development participation certificates Series 2003 P10B, 5.136% 8/10/13

2,895

2,941

State of Israel (guaranteed by U.S. Government through Agency for International Development) 5.5% 9/18/23

7,750

8,097

TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS

175,833

U.S. Treasury Inflation Protected Obligations - 4.0%

U.S. Treasury Inflation-Indexed Bonds 3.625% 4/15/28

26,375

34,621

U.S. Treasury Inflation-Indexed Notes:

1.875% 7/15/13

81,007

83,330

2% 1/15/14

9,503

9,836

TOTAL U.S. TREASURY INFLATION PROTECTED OBLIGATIONS

127,787

U.S. Treasury Obligations - 8.7%

U.S. Treasury Bonds:

6.125% 8/15/29

16,500

19,372

9% 11/15/18

3,000

4,345

11.25% 2/15/15

3,870

6,083

U.S. Treasury Notes:

1.625% 2/28/06

500

493

2.375% 8/31/06

30,000

29,701

2.5% 5/31/06

31,500

31,319

2.75% 7/31/06

7,000

6,977

3.125% 5/15/07

25,000

24,987

3.25% 1/15/09

50,700

50,260

3.375% 9/15/09

22,387

22,182

4% 11/15/12

880

879

4.25% 8/15/13

2,000

2,016

4.25% 11/15/13

27,000

27,170

4.25% 11/15/14

10,000

10,026

4.75% 5/15/14

19,870

20,707

U.S. Government and Government Agency Obligations - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

U.S. Treasury Obligations - continued

U.S. Treasury Notes: - continued

5% 2/15/11

$ 14,200

$ 15,106

5% 8/15/11

1,000

1,065

5.625% 5/15/08

3,847

4,126

TOTAL U.S. TREASURY OBLIGATIONS

276,814

TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $575,311)

580,434

U.S. Government Agency - Mortgage Securities - 1.2%

Fannie Mae - 1.2%

4% 8/1/18 to 8/1/19

15,143

14,799

5% 2/1/18 to 7/1/34

15,284

15,321

5.5% 10/1/16 to 3/1/18

7,053

7,297

6.5% 1/1/29

570

599

TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES

(Cost $37,978)

38,016

Asset-Backed Securities - 0.2%

Capital One Multi-Asset Execution Trust Series 2004-B7 Class B7, 2.615% 8/17/17 (h)

EUR

2,000

2,714

Chester Asset Receivables Dealings PLC 2.998% 9/15/13 (h)

EUR

500

682

Cumbernauld Funding 5.2% 3/16/09

GBP

600

1,161

Driver One Gmbh Series 1 Class B, 2.404% 5/21/10 (h)

EUR

770

1,045

Punch Taverns Finance PLC 5.2144% 4/15/09 (h)

GBP

437

838

TOTAL ASSET-BACKED SECURITIES

(Cost $5,891)

6,440

Collateralized Mortgage Obligations - 0.4%

Private Sponsor - 0.3%

Granite Mortgages PLC:

2.515% 1/20/43 (h)

EUR

600

817

5.0425% 3/20/44 (h)

GBP

1,000

1,922

Collateralized Mortgage Obligations - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

Private Sponsor - continued

Holmes Financing No. 8 PLC:

floater Series 3 Class C, 2.998% 7/15/40 (h)

EUR

500

$ 682

5.0444% 7/15/40 (h)

GBP

1,000

1,922

Interstar Millennium Trust Series 2004-4E Class A1, 2.372% 11/14/36 (h)

EUR

630

856

Mortgages PLC Series 6 Class A1, 4.9602% 1/31/27 (h)

GBP

2,000

3,838

Permanent Financing No. 1 PLC 5.1% 6/10/09 (h)

EUR

344

491

TOTAL PRIVATE SPONSOR

10,528

U.S. Government Agency - 0.1%

Fannie Mae guaranteed REMIC pass thru certificates planned amortization class Series 2001-53 Class OH, 6.5% 6/25/30

197

197

Freddie Mac planned amortization class Series 2351 Class PX, 6.5% 7/15/30

297

301

Freddie Mac Multi-class participation certificates guaranteed planned amortization class Series 2770 Class UD, 4.5% 5/15/17

1,800

1,790

TOTAL U.S. GOVERNMENT AGENCY

2,288

TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS

(Cost $12,345)

12,816

Commercial Mortgage Securities - 0.1%

Opera Finance PLC 5.1475% 7/31/13 (h)
(Cost $2,762)

GBP

1,500

2,880

Foreign Government and Government Agency Obligations - 22.2%

Argentine Republic 1.98% 8/3/12 (h)

9,745

8,233

Austrian Republic 5% 12/20/24 (g)

CAD

2,000

1,632

Banco Central del Uruguay:

Brady:

par A 6.75% 2/19/21

1,250

1,194

par B 6.75% 3/21/21

250

239

value recovery A rights 1/2/21 (i)

1,250,000

0

value recovery B rights 1/2/21 (i)

1,250,000

0

Belgian Kingdom 5% 9/28/12

EUR

5,000

7,471

Foreign Government and Government Agency Obligations - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

Bogota Distrito Capital:

9.5% 12/12/06 (g)

$ 480

$ 523

9.5% 12/12/06 (Reg. S)

4,289

4,675

Brazilian Federative Republic:

Brady:

capitalization bond 8% 4/15/14

39,986

40,936

par Z-L 6% 4/15/24

2,610

2,421

10.5% 7/14/14

1,690

2,006

11% 8/17/40

15,615

18,535

12% 4/15/10

2,120

2,624

12.25% 3/6/30

4,410

5,834

12.75% 1/15/20

2,505

3,392

Canadian Government:

4.5% 9/1/07

CAD

25,000

21,519

5.25% 6/1/12

CAD

1,300

1,161

5.5% 6/1/09

CAD

9,150

8,204

5.75% 6/1/29

CAD

21,350

20,096

Central Bank of Nigeria:

Brady 6.25% 11/15/20

2,250

2,104

promissory note 5.092% 1/5/10

1,954

1,856

warrants 11/15/20 (a)(i)

3,250

3

City of Kiev 8.75% 8/8/08

7,140

7,497

Colombian Republic:

10.75% 1/15/13

4,570

5,473

11.75% 3/1/10

COP

2,960,000

1,266

11.75% 2/25/20

3,120

4,009

Dominican Republic:

Brady 2.75% 8/30/09 (h)

5,745

4,739

3.4425% 8/30/24 (h)

5,278

4,203

9.04% 1/23/13 (g)

730

611

9.5% 9/27/06 (Reg. S)

605

569

Ecuador Republic:

8% 8/15/30 (Reg. S) (f)

4,175

3,607

12% 11/15/12 (Reg. S)

5,250

5,381

euro par 4.75% 2/28/25 (f)

575

374

German Federal Republic:

2.75% 6/23/06

EUR

28,000

38,173

4.25% 1/4/14

EUR

60,200

85,671

4.75% 7/4/34

EUR

15,000

21,915

5% 7/4/12

EUR

5,540

8,289

5.5% 1/4/31

EUR

6,500

10,515

Ivory Coast Brady FLIRB A 2% 3/29/18 (c)(f)

FRF

14,425

462

Foreign Government and Government Agency Obligations - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

Japan Government:

0.2% 7/20/06

JPY

1,180,000

$ 11,547

1.5% 3/20/14

JPY

3,550,000

35,141

2.4% 6/20/24

JPY

690,000

7,144

Lebanese Republic 5.88% 11/30/09 (g)(h)

1,905

1,895

Panamanian Republic:

Brady discount 2.6925% 7/17/26 (h)

175

157

9.625% 2/8/11

1,720

2,038

10.75% 5/15/20

2,535

3,296

Peruvian Republic:

3% 3/7/27 (f)

1,425

923

9.125% 2/21/12

3,955

4,617

9.875% 2/6/15

1,470

1,815

Philippine Republic:

Brady principal collateralized interest reduction bond 6.5% 12/1/17

5,030

4,942

8.375% 2/15/11

10,516

10,569

9% 2/15/13

2,950

3,009

9.875% 1/15/19

3,760

3,868

Russian Federation:

5% 3/31/30 (f)(g)

1,587

1,636

5% 3/31/30 (Reg. S) (f)

33,668

34,720

8.25% 3/31/10 (Reg. S)

3,065

3,372

12.75% 6/24/28 (Reg. S)

3,350

5,477

South African Republic:

8.5% 6/23/17

1,915

2,399

13% 8/31/10

ZAR

6,555

1,431

Spanish Kingdom:

3.6% 1/31/09

EUR

17,300

24,067

4.8% 10/31/06

EUR

4,800

6,782

Turkish Republic:

0% 12/7/05

TRL

8,009,280,000

4,997

10.5% 1/13/08

1,665

1,911

11% 1/14/13

3,145

4,002

11.75% 6/15/10

5,761

7,288

11.875% 1/15/30

1,425

2,057

20% 10/17/07

TRL

7,376,500,000

5,875

Ukraine Government:

5.33% 8/5/09 (h)

3,020

3,194

11% 3/15/07 (Reg. S)

2,014

2,167

Foreign Government and Government Agency Obligations - continued

Principal Amount (000s) (d)

Value (Note 1) (000s)

United Kingdom, Great Britain & Northern Ireland:

Index Linked 2.5% 7/26/16

GBP

8,336

$ 17,038

4.5% 3/7/07

GBP

200

384

4.75% 9/7/15

GBP

1,500

2,928

5.75% 12/7/09

GBP

1,500

3,037

6% 12/7/28

GBP

7,125

16,744

6.25% 11/25/10

GBP

6,040

12,636

United Mexican States:

7.5% 4/8/33

16,580

17,906

8.125% 12/30/19

4,435

5,222

8.375% 1/14/11

7,670

9,005

9% 12/20/12

MXN

44,685

3,865

11.5% 5/15/26

7,360

11,261

Uruguay Republic:

7.25% 2/15/11

3,585

3,549

10.5% 10/20/06

UYU

83,300

3,704

17.75% 2/4/06

UYU

52,800

2,086

Venezuelan Republic:

Discount A, 3.0625% 3/31/20 (h)

4,815

4,394

oil recovery rights 4/15/20 (i)

1,250

13

3.4375% 3/31/20 (h)

312

285

8.5% 10/8/14

1,985

2,102

9.25% 9/15/27

2,245

2,368

10.75% 9/19/13

10,340

12,369

13.625% 8/15/18

4,075

5,511

euro Brady:

par W-A 6.75% 3/31/20

7,680

7,622

par W-B 6.75% 3/31/20

3,385

3,360

Vietnamese Socialist Republic Brady par 3.75% 3/12/28 (f)

3,184

2,340

TOTAL FOREIGN GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS

(Cost $646,156)

709,477

Common Stocks - 1.3%

Shares

CONSUMER DISCRETIONARY - 0.6%

Hotels, Restaurants & Leisure - 0.1%

Centerplate, Inc. unit

244,160

3,230

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Media - 0.5%

NTL, Inc. (a)

223,164

$ 16,282

TOTAL CONSUMER DISCRETIONARY

19,512

INDUSTRIALS - 0.2%

Commercial Services & Supplies - 0.2%

Coinmach Service Corp. unit

435,000

5,960

TELECOMMUNICATION SERVICES - 0.5%

Diversified Telecommunication Services - 0.5%

Telewest Global, Inc. (a)

841,398

14,792

Wireless Telecommunication Services - 0.0%

DigitalGlobe, Inc. (g)

98

0

TOTAL TELECOMMUNICATION SERVICES

14,792

TOTAL COMMON STOCKS

(Cost $24,770)

40,264

Nonconvertible Preferred Stocks - 0.1%

CONSUMER DISCRETIONARY - 0.1%

Media - 0.1%

Spanish Broadcasting System, Inc. Class B, 10.75%

2,219

2,463

Specialty Retail - 0.0%

GNC Corp. Series A, 12.00% (a)

1,740

1,675

TOTAL CONSUMER DISCRETIONARY

4,138

TELECOMMUNICATION SERVICES - 0.0%

Diversified Telecommunication Services - 0.0%

PTV, Inc. Series A, 10.00%

122

1

TOTAL NONCONVERTIBLE PREFERRED STOCKS

(Cost $3,987)

4,139

Floating Rate Loans - 0.9%

Principal Amount (000s) (d)

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - 0.3%

Automobiles - 0.2%

AM General LLC:

Tranche B1, term loan 6.759% 11/1/11 (h)

$ 3,450

$ 3,519

Tranche C2, term loan 11.21% 5/2/12 (h)

1,700

1,760

5,279

Hotels, Restaurants & Leisure - 0.1%

Hilton Head Communications LP Tranche B, term loan 6.5% 3/31/08 (h)

3,000

2,948

Textiles, Apparel & Luxury Goods - 0.0%

Levi Strauss & Co. Tranche B, term loan 10% 9/29/09

1,386

1,497

TOTAL CONSUMER DISCRETIONARY

9,724

FINANCIALS - 0.3%

Consumer Finance - 0.1%

Metris Companies, Inc. term loan 11.78% 5/6/07 (h)

2,963

3,111

Diversified Financial Services - 0.2%

Olympus Cable Holdings LLC Tranche B, term loan 7.25% 9/30/10 (h)

7,825

7,766

TOTAL FINANCIALS

10,877

TELECOMMUNICATION SERVICES - 0.2%

Diversified Telecommunication Services - 0.2%

Valor Telecommunications Enterprises LLC:

term loan 12.875% 5/10/12 (h)

1,400

1,456

Tranche 2, term loan 10.0815% 11/10/11 (h)

3,400

3,502

4,958

UTILITIES - 0.1%

Electric Utilities - 0.1%

Astoria Energy LLC term loan:

7.1882% 4/15/12 (h)

870

887

11.31% 4/15/12 (h)

2,240

2,296

3,183

TOTAL FLOATING RATE LOANS

(Cost $26,848)

28,742

Sovereign Loan Participations - 0.2%

Principal Amount (000s) (d)

Value (Note 1) (000s)

Indonesian Republic loan participation:

- Barclays Bank 3.4375% 3/28/13 (h)

$ 326

$ 293

- Credit Suisse First Boston 3.4375% 3/28/13 (h)

2,163

1,947

- Deutsche Bank:

0% 3/28/13 (h)

JPY

119,063

1,008

3% 3/21/05 (h)

710

705

3.4375% 3/28/13 (h)

1,499

1,350

- Salomon Brothers 3% 3/21/05 (h)

675

670

TOTAL SOVEREIGN LOAN PARTICIPATIONS

(Cost $5,646)

5,973

Fixed-Income Funds - 0.5%

Shares

Fidelity Floating Rate Central Investment Portfolio (b)
(cost $15,250)

152,668

15,250

Money Market Funds - 7.4%

Fidelity Cash Central Fund, 2.24% (b)
(cost $235,978)

235,978,044

235,978

TOTAL INVESTMENT PORTFOLIO - 98.5%

(Cost $2,971,174)

3,143,575

NET OTHER ASSETS - 1.5%

47,361

NET ASSETS - 100%

$ 3,190,936

Security Type Abbreviations

FLIRB

-

Front Loaded Interest Reduction Bonds

Currency Abbreviations

CAD

-

Canadian dollar

COP

-

Colombian peso

EUR

-

European Monetary Unit

FRF

-

French franc

GBP

-

British pound

JPY

-

Japanese yen

MXN

-

Mexican peso

TRL

-

Turkish lira

UYU

-

Uruguay peso

ZAR

-

South African rand

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted for Money Market funds is the annualized seven-day yield of the fund at period end. A complete listing of each fund's holdings as of its most recent fiscal year end is available upon request.

(c) Non-income producing - issuer filed for bankruptcy or is in default of interest payments.

(d) Principal amount is stated in United States dollars unless otherwise noted.

(e) Debt obligation initially issued in zero coupon form which converts to coupon form at a specified rate and date. The rate shown is the rate at period end.

(f) Debt obligation initially issued at one coupon which converts to a higher coupon at a specified date. The rate shown is the rate at period end.

(g) 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 $453,959,000 or 14.2% of net assets.

(h) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(i) Quantity represents share amount.

Other Information

Distribution of investments by country of issue, as a percentage of total net assets, is as follows:

United States of America

65.1%

Germany

5.6%

Canada

3.8%

United Kingdom

3.4%

Brazil

2.8%

Mexico

2.7%

Russia

1.8%

Japan

1.7%

Venezuela

1.2%

Netherlands

1.0%

Spain

1.0%

Luxembourg

1.0%

Others (individually less than 1%)

8.9%

100.0%

The information in the above table is based on the combined investments of the fund and its pro-rata share of the investments of Fidelity's fixed-income central funds.

Income Tax Information

The fund hereby designates as capital gain dividends: For dividends with respect to the taxable year ended December 31, 2004, $26,299,000 or, if different, the net capital gain of such year; and for dividends with respect to the taxable year ended December 31, 2003, $2,130,000 or, if different, the excess of (a) the net capital gain of such year, over (b) amounts previously designated as capital gain dividends with respect to such year.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)

December 31, 2004

Assets

Investment in securities, at value (cost $2,971,174) - See accompanying schedule

$ 3,143,575

Cash

1,456

Receivable for investments sold

2,821

Receivable for fund shares sold

9,093

Interest receivable

46,927

Prepaid expenses

9

Other receivables

1

Total assets

3,203,882

Liabilities

Payable for investments purchased

$ 6,936

Payable for fund shares redeemed

1,753

Distributions payable

2,248

Accrued management fee

1,473

Other affiliated payables

390

Other payables and accrued expenses

146

Total liabilities

12,946

Net Assets

$ 3,190,936

Net Assets consist of:

Paid in capital

$ 2,979,136

Undistributed net investment income

29,609

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

9,919

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

172,272

Net Assets, for 296,245 shares outstanding

$ 3,190,936

Net Asset Value, offering price and redemption price per share ($3,190,936 ÷ 296,245 shares)

$ 10.77

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Year ended December 31, 2004

Investment Income

Dividends

$ 859

Interest

160,047

Total income

160,906

Expenses

Management fee

$ 14,884

Transfer agent fees

3,223

Accounting fees and expenses

870

Non-interested trustees' compensation

14

Custodian fees and expenses

249

Registration fees

317

Audit

59

Legal

8

Miscellaneous

24

Total expenses before reductions

19,648

Expense reductions

(8)

19,640

Net investment income

141,266

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

67,193

Foreign currency transactions

953

Swap agreements

(191)

Total net realized gain (loss)

67,955

Change in net unrealized appreciation (depreciation) on:

Investment securities

28,554

Assets and liabilities in foreign currencies

(685)

Swap agreements

(45)

Total change in net unrealized appreciation (depreciation)

27,824

Net gain (loss)

95,779

Net increase (decrease) in net assets resulting from operations

$ 237,045

See accompanying notes which are an integral part of the financial statements.

Annual Report

Statement of Changes in Net Assets

Amounts in thousands

Year ended
December 31, 2004

Year ended
December 31, 2003

Increase (Decrease) in Net Assets

Operations

Net investment income

$ 141,266

$ 89,223

Net realized gain (loss)

67,955

39,768

Change in net unrealized appreciation (depreciation)

27,824

123,499

Net increase (decrease) in net assets resulting
from operations

237,045

252,490

Distributions to shareholders from net investment income

(137,788)

(93,344)

Distributions to shareholders from net realized gain

(36,966)

(6,568)

Total distributions

(174,754)

(99,912)

Share transactions
Proceeds from sales of shares

1,812,329

2,314,887

Reinvestment of distributions

154,932

89,366

Cost of shares redeemed

(1,179,032)

(998,042)

Net increase (decrease) in net assets resulting from share transactions

788,229

1,406,211

Total increase (decrease) in net assets

850,520

1,558,789

Net Assets

Beginning of period

2,340,416

781,627

End of period (including undistributed net investment income of $29,609 and undistributed net investment income of $6,349, respectively)

$ 3,190,936

$ 2,340,416

Other Information

Shares

Sold

171,954

230,426

Issued in reinvestment of distributions

14,706

8,789

Redeemed

(113,283)

(99,476)

Net increase (decrease)

73,377

139,739

See accompanying notes which are an integral part of the financial statements.

Annual Report

Financial Highlights

Years ended December 31,

2004

2003

2002

2001

2000

Selected Per-Share Data

Net asset value, beginning of period

$ 10.50

$ 9.40

$ 9.15

$ 9.13

$ 9.44

Income from Investment Operations

Net investment income B

.570

.566

.582

.626 E

.729

Net realized and unrealized gain (loss)

.383

1.142

.243

(.041) E

(.363)

Total from investment operations

.953

1.708

.825

.585

.366

Distributions from net investment income

(.553)

(.578)

(.575)

(.565)

(.676)

Distributions from net realized gain

(.130)

(.030)

-

-

-

Total distributions

(.683)

(.608)

(.575)

(.565)

(.676)

Net asset value, end of period

$ 10.77

$ 10.50

$ 9.40

$ 9.15

$ 9.13

Total ReturnA

9.44%

18.62%

9.38%

6.52%

4.07%

Ratios to Average Net Assets C

Expenses before expense reductions

.76%

.80%

.84%

.94%

.99%

Expenses net of voluntary waivers, if any

.76%

.80%

.84%

.94%

.99%

Expenses net of all reductions

.76%

.80%

.84%

.94%

.99%

Net investment income

5.46%

5.64%

6.42%

6.83% E

7.94%

Supplemental Data

Net assets, end of period
(in millions)

$ 3,191

$ 2,340

$ 782

$ 164

$ 63

Portfolio turnover rate

94%

148%

117% D

178%

100%

A Total returns would have been lower had certain expenses not been reduced during the periods shown.

B Calculated based on average shares outstanding during the period.

C Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the fund.

D The portfolio turnover rate does not include the assets acquired in the merger.

E Effective January 1, 2001, the fund adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing premium and discount on all debt securities. Per-share data and ratios for periods prior to adoption have not been restated to reflect this change.

See accompanying notes which are an integral part of the financial statements.

Annual Report

Notes to Financial Statements

For the period ended December 31, 2004

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Strategic Income Fund (the fund) is a fund of Fidelity School Street Trust (the trust) and is authorized to issue an unlimited number of shares. The 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 Massachusetts business trust. The fund may invest in affiliated fixed income and money market central funds (underlying funds) managed by affiliates of Fidelity Management & Research Company (FMR). The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, 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 fund and underlying funds (funds):

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Debt securities, including restricted securities, for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. Equity securities, including restricted securities, for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies, including underlying funds, are valued at their net asset value each business day.

Foreign Currency. The funds use foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Foreign Currency - continued

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. Security transactions, including purchases and sales of underlying funds, are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the funds are informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Interest income is accrued as earned. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each fund in the trust.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Dividends are declared daily and paid monthly from net investment income. Distributions from realized gains, if any, are recorded on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

Annual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to swap agreements, foreign currency transactions, certain foreign taxes, prior period premium and discount on debt securities, defaulted bonds, market discount, financing transactions, and losses deferred due to wash sales.

The tax-basis components of distributable earnings and the federal tax cost as of period end were as follows:

Unrealized appreciation

$ 183,627

Unrealized depreciation

(10,372)

Net unrealized appreciation (depreciation)

173,255

Undistributed ordinary income

16,432

Undistributed long-term capital gain

11,610

Cost for federal income tax purposes

$ 2,970,320

The tax character of distributions paid was as follows:

December 31, 2004

December 31, 2003

Ordinary Income

$ 157,936

$ 93,344

Long-term Capital Gains

16,818

6,568

Total

$ 174,754

$ 99,912

2. Operating Policies.

Repurchase Agreements. FMR has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permit the funds and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. The funds may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations and corporate obligations. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Collateral is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

2. Operating Policies - continued

Restricted Securities. The funds may 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 at the end of the fund's Schedule of Investments.

Loans and Other Direct Debt Instruments. The funds may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments, including revolving credit facilities, that obligate the fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. The funds may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments.

Swap Agreements. The funds may invest in swaps for the purpose of managing their exposure to interest rate, credit or market risk.

Interest rate swaps are agreements to exchange cash flows periodically based on a notional principal amount, for example, the exchange of fixed rate interest payments for floating rate interest payments. Periodic payments received or made by the funds are recorded in the accompanying Statement of Operations as realized gains or losses, respectively. The primary risk associated with interest rate swaps is that unfavorable changes in the fluctuation of interest rates could adversely impact the funds.

Swaps are marked-to-market daily based on dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Gains or losses are realized upon early termination of the swap agreement. Collateral, in the form of cash or securities, may be required to be held in segregated accounts with the funds custodian in compliance with swap contracts.

Mortgage Dollar Rolls. To earn additional income, the funds may employ trading strategies which involve the sale and simultaneous agreement to repurchase similar securities ("mortgage dollar rolls") or the purchase and simultaneous agreement to sell similar securities ("reverse mortgage dollar rolls"). The securities traded are mortgage securities and bear the same interest rate but may be collateralized by different pools of mortgages. During the period between the sale and repurchase in a mortgage dollar roll transaction, a fund will not be entitled to receive interest and principal payments on the securities sold but will invest the proceeds of the sale in other securities which may enhance the yield and total return. In addition, the difference between the sale price and the future purchase price is recorded as an adjustment to investment income. During the period between the purchase and subsequent sale in a reverse mortgage dollar roll

Annual Report

2. Operating Policies - continued

Mortgage Dollar Rolls - continued

transaction a fund is entitled to interest and principal payments on the securities purchased. The price differential between the purchase and sale is recorded as an adjustment to investment income. Losses may arise due to changes in the value of the securities or if the counterparty does not perform under the terms of the agreement. If the counterparty files for bankruptcy or becomes insolvent, the fund's right to repurchase or sell securities may be limited.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $2,332,974 and $1,786,117, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .45% of the fund's average net assets and a group fee rate that averaged .13% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. For the period, the total annual management fee rate was .58% of the fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annual rate of .12% of average net assets.

Accounting Fees. FSC maintains the fund's accounting records. The fee is based on the level of average net assets for the month.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM) or Fidelity Management & Research Co., Inc. (FMRC), affiliates of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Floating Rate Central Investment Portfolio seeks a high level of current income. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $2,534 for the period.

Annual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $1 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Expense Reductions.

Through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $8.

7. Credit Risk.

The fund's relatively large investment in countries with limited or developing capital markets may involve greater risks than investments in more developed markets and the prices of such investments may be volatile. The yields of emerging market debt obligations reflect, among other things, perceived credit risk. The consequences of political, social or economic changes in these markets may have disruptive effects on the market prices of the fund's investments and the income they generate, as well as the fund's ability to repatriate such amounts.

Annual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity School Street Trust and the Shareholders of Fidelity Strategic Income Fund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule 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 Fidelity Strategic Income Fund (a fund of Fidelity School Street Trust) at December 31, 2004 and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Strategic Income Fund'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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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 December 31, 2004 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

February 22, 2005

Annual Report

Fidelity Floating Rate Central Investment Portfolio

December 31, 2004 (Unaudited)

Top Fifty Holdings (excluding cash equivalents)*

Principal
Amount

Value

% of Fund's
Net Assets

General Growth Properties, Inc. Tranche B, term loan 4.53% 11/12/08

$ 6,000,000

$ 6,015,000

4.8

Lake Las Vegas LLC Tranche 1, term loan 5.1197% 11/1/09

4,310,000

4,342,325

3.5

Qwest Corp. Tranche A, term loan 7.39% 6/30/07

4,000,000

4,170,000

3.3

UPC Distribution Holdings BV Tranche F, term loan 5.98% 12/31/11

4,000,000

4,050,000

3.2

Dex Media West LLC/Dex Media West Finance Co. Tranche B, term loan 4.1033% 9/9/10

3,993,293

4,043,209

3.2

El Paso Corp. Credit-Linked Deposit 5.15% 11/22/09

4,000,000

4,030,000

3.2

Marina District Finance Co., Inc. term loan 3.93% 10/14/11

4,000,000

4,030,000

3.2

R.H. Donnelley Corp. Tranche B2, term loan 4.3086% 6/30/11

3,965,788

4,005,446

3.2

PacifiCare Health Systems, Inc. Tranche B, term loan 4.1618% 12/6/10

4,000,000

4,000,000

3.2

Nexstar Broadcasting, Inc. Tranche D, term loan 4.31% 12/31/10

3,989,975

3,999,975

3.2

Starwood Hotels & Resorts Worldwide, Inc. term loan 3.67% 10/9/06

3,666,667

3,666,667

2.9

Smurfit-Stone Container Enterprises, Inc. Tranche B, term loan 4.5208% 11/1/11

3,489,621

3,537,603

2.8

Vicar Operating, Inc. Tranche F, term loan 4.1875% 9/30/08

3,100,000

3,119,375

2.5

RailAmerica, Inc. term loan 4.375% 9/29/11

3,000,000

3,052,500

2.4

Constellation Brands, Inc. Tranche B, term loan 4.5866% 12/22/11

3,000,000

3,037,500

2.4

Texas Genco LLC term loan 4.48% 12/14/11

3,000,000

3,033,750

2.4

Lamar Media Corp. Tranche C, term loan 4.0625% 6/30/10

3,000,000

3,030,000

2.4

ON Semiconductor Corp. Tranche G, term loan 5.5625% 12/15/11

3,000,000

3,007,500

2.4

HCA, Inc. term loan 3.42% 11/9/09

3,000,000

2,992,500

2.4

Charter Communication Operating LLC Tranche A, term loan 5.13% 4/27/10

3,000,000

2,981,250

2.4

Century Cable Holdings LLC Tranche B, term loan 7.25% 6/30/09

3,000,000

2,977,500

2.4

Kansas City Southern Railway Co. Tranche B1, term loan 4.0939% 3/30/08

2,800,000

2,842,000

2.3

Iron Mountain, Inc. Tranche R, term loan 4.1875% 4/2/11

2,500,000

2,512,500

2.0

NRG Energy, Inc. term loan 4.95% 12/24/11

2,193,750

2,193,750

1.8

Top Fifty Holdings (excluding cash equivalents)*

Principal
Amount

Value

% of Fund's
Net Assets

Valor Telecommunications Enterprises LLC Tranche 2, term loan 10.0815% 11/10/11

$ 2,000,000

$ 2,060,000

1.6

AM General LLC Tranche B1, term loan 6.759% 11/1/11

2,000,000

2,040,000

1.6

Simmons Bedding Co. Tranche C, term loan 4.0535% 12/19/11

2,000,000

2,030,000

1.6

Herbalife International, Inc. term loan 4.58% 12/21/10

2,000,000

2,027,500

1.6

Reliant Energy, Inc. term loan 4.795% 4/30/10

2,000,000

2,025,000

1.6

Advertising Directory Solutions, Inc. Tranche 1, term loan 4.4% 11/9/11

2,000,000

2,015,000

1.6

LNR Property Corp. Tranche B, term loan 5.59% 1/31/08

2,000,000

2,010,000

1.6

Community Health Systems, Inc. term loan 4.15% 8/19/11

1,995,000

2,004,975

1.6

Nextel Communications, Inc. Tranche E, term loan 4.6875% 12/15/10

1,994,962

1,996,209

1.6

NRG Energy, Inc. Credit-Linked Deposit 4.325% 12/24/11

1,706,250

1,708,383

1.4

Domino's, Inc. term loan 4.3125% 6/25/10

1,632,486

1,650,852

1.3

Goodman Global Holdings, Inc. term loan 4.8125% 12/23/11

1,220,000

1,226,100

1.0

Smurfit-Stone Container Enterprises, Inc. Tranche C, term loan 4.3958% 11/1/11

1,073,729

1,088,493

0.9

Georgia-Pacific Corp. term loan 3.4647% 7/2/09

1,000,000

998,750

0.8

Cooper Standard Auto, Inc. Tranche C, term loan 6.25% 12/23/11

616,667

624,375

0.5

Landry's Seafood Restaurants, Inc. term loan 4.5276% 12/28/10

465,000

469,650

0.4

Smurfit-Stone Container Enterprises, Inc. Credit-Linked Deposit 2.4% 11/1/10

436,650

442,654

0.4

Cooper Standard Auto, Inc. Tranche B, term loan 6.25% 12/23/11

383,333

388,125

0.3

* The fund commenced operations on December 15, 2004 and holds 42 securities, excluding cash equivalents, which represent 88.9% of the fund's net assets.

Annual Report

Trustees and Officers

The Trustees, Members of the Advisory Board, and executive officers of the trust and fund, as applicable, are listed below. The Board of Trustees governs the fund and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who meet periodically throughout the year to oversee the fund's activities, review contractual arrangements with companies that provide services to the fund, and review the fund's performance. Except for William O. McCoy each of the Trustees oversees 301 funds advised by FMR or an affiliate. Mr. McCoy oversees 303 funds advised by FMR or an affiliate.

The Trustees hold office without limit in time except that (a) any Trustee may resign; (b) any Trustee may be removed by written instrument, signed by at least two-thirds of the number of Trustees prior to such removal; (c) any Trustee who requests to be retired or who has become incapacitated by illness or injury may be retired by written instrument signed by a majority of the other Trustees; and (d) any Trustee may be removed at any special meeting of shareholders by a two-thirds vote of the outstanding voting securities of the trust. In any event, each non-interested Trustee shall retire not later than the last day of the calendar year in which his or her 72nd birthday occurs. The executive officers and Advisory Board Members hold office without limit in time, except that any officer and Advisory Board Member may resign or may be removed by a vote of a majority of the Trustees at any regular meeting or any special meeting of the Trustees. Except as indicated, each individual has held the office shown or other offices in the same company for the past five years.

The fund's Statement of Additional Information (SAI) includes more information about the Trustees. To request a free copy, call Fidelity at 1-800-544-8544.

Interested Trustees*:

Correspondence intended for each Trustee who is an "interested person" (as defined in the 1940 Act) may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Edward C. Johnson 3d (74)**

Year of Election or Appointment: 1976

Mr. Johnson is Chairman of the Board of Trustees. Mr. Johnson serves as Chief Executive Officer, Chairman, 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 Management & Research (Far East) Inc.; Chairman (1998) and a Director of Fidelity Investments Money Management, Inc.; and Chairman (2001) and a Director (2000) of FMR Co., Inc.

Abigail P. Johnson (43)**

Year of Election or Appointment: 2001

Senior Vice President of Strategic Income (2001). Ms. Johnson also serves as Senior Vice President of other Fidelity funds (2001). She is President and a Director of FMR (2001), Fidelity Investments Money Management, Inc. (2001), FMR Co., Inc. (2001), and a Director of FMR Corp. Previously, Ms. Johnson managed a number of Fidelity funds.

Laura B. Cronin (50)

Year of Election or Appointment: 2003

Ms. Cronin is an Executive Vice President (2002) and Chief Financial Officer (2002) of FMR Corp. and is a member of the Fidelity Management Committee (2003). Previously, Ms. Cronin served as Vice President of Finance of FMR (1997-1999), and Chief Financial Officer of FMR (1999-2001), Fidelity Personal Investments (2001), and Fidelity Brokerage Company (2001-2002).

Robert L. Reynolds (52)

Year of Election or Appointment: 2003

Mr. Reynolds is a Director (2003) and Chief Operating Officer (2002) of FMR Corp. and is the head of the Fidelity Management Committee (2003). He also serves on the Board at Fidelity Investments Canada, Ltd. (2000). Previously, Mr. Reynolds served as President of Fidelity Investments Institutional Retirement Group (1996-2000).

* Trustees have been determined to be "Interested Trustees" by virtue of, among other things, their affiliation with the trust or various entities under common control with FMR.

** Edward C. Johnson 3d, Trustee, is Abigail P. Johnson's father.

Annual Report

Non-Interested Trustees:

Correspondence intended for each non-interested Trustee (that is, the Trustees other than the Interested Trustees) may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235.

Name, Age; Principal Occupation

Robert M. Gates (61)

Year of Election or Appointment: 1997

Dr. Gates is Vice Chairman of the non-interested Trustees (2005). Dr. Gates is President of Texas A&M University (2002). He was Director of the Central Intelligence Agency (CIA) from 1991 to 1993. From 1989 to 1991, Dr. Gates served as Assistant to the President of the United States and Deputy National Security Advisor. Dr. Gates is a Director of NACCO Industries, Inc. (mining and manufacturing), Parker Drilling Co., Inc. (drilling and rental tools for the energy industry, 2001), and Brinker International (restaurant management, 2003). He also serves as a member of the Advisory Board of VoteHere.net (secure Internet voting, 2001). Previously, Dr. Gates served as a Director of LucasVarity PLC (automotive components and diesel engines), a Director of TRW Inc. (automotive, space, defense, and information technology), and Dean of the George Bush School of Government and Public Service at Texas A&M University (1999-2001). Dr. Gates also is a Trustee of the Forum for International Policy.

George H. Heilmeier (68)

Year of Election or Appointment: 2004

Dr. Heilmeier is Chairman Emeritus of Telcordia Technologies (communication software and systems), where prior to his retirement, he served as company Chairman and Chief Executive Officer. He currently serves on the Boards of Directors of The Mitre Corporation (systems engineering and information technology support for the government), INET Technologies Inc. (telecommunications network surveillance, 2001), Teletech Holdings (customer management services), and HRL Laboratories (private research and development, 2004). He is Chairman of the General Motors Technology Advisory Committee and a Life Fellow of the Institute of Electrical and Electronics Engineers (IEEE) (2000). Dr. Heilmeier is a member of the Defense Science Board and the National Security Agency Advisory Board. He is also a member of the National Academy of Engineering, the American Academy of Arts and Sciences, and the Board of Overseers of the School of Engineering and Applied Science of the University of Pennsylvania. Previously, Dr. Heilmeier served as a Director of TRW Inc. (automotive, space, defense, and information technology, 1992-2002), Compaq (1994-2002), and Automatic Data Processing, Inc. (ADP) (technology-based business outsourcing, 1995-2002).

Marie L. Knowles (58)

Year of Election or Appointment: 2001

Prior to Ms. Knowles' retirement in June 2000, she served as Executive Vice President and Chief Financial Officer of Atlantic Richfield Company (ARCO) (diversified energy, 1996-2000). From 1993 to 1996, she was a Senior Vice President of ARCO and President of ARCO Transportation Company. She served as a Director of ARCO from 1996 to 1998. She currently serves as a Director of Phelps Dodge Corporation (copper mining and manufacturing) and McKesson Corporation (healthcare service, 2002). Ms. Knowles is a Trustee of the Brookings Institution and the Catalina Island Conservancy and also serves as a member of the Advisory Board for the School of Engineering of the University of Southern California.

Ned C. Lautenbach (60)

Year of Election or Appointment: 2000

Mr. Lautenbach has been a partner of Clayton, Dubilier & Rice, Inc. (private equity investment firm) since September 1998. Previously, Mr. Lautenbach was with the International Business Machines Corporation (IBM) from 1968 until his retirement in 1998. He was most recently Senior Vice President and Group Executive of Worldwide Sales and Services. From 1993 to 1995, he was Chairman of IBM World Trade Corporation, and from 1994 to 1998 was a member of IBM's Corporate Executive Committee. Mr. Lautenbach serves as Co-Chairman and a Director of Covansys, Inc. (global provider of business and technology solutions, 2000). In addition, he is a Director of Italtel Holding S.p.A. (telecommunications (Milan, Italy), 2004) and Eaton Corporation (diversified industrial) as well as the Philharmonic Center for the Arts in Naples, Florida (1999). He also is a member of the Council on Foreign Relations.

Marvin L. Mann (71)

Year of Election or Appointment: 1993

Mr. Mann is Chairman of the non-interested Trustees (2001). He is Chairman Emeritus of Lexmark International, Inc. (computer peripherals), where he served as CEO until April 1998, retired as Chairman May 1999, and remains a member of the Board. 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. He is a member of the Executive Committee of the Independent Director's Council of the Investment Company Institute. In addition, Mr. Mann is a member of the President's Cabinet at the University of Alabama and the Board of Visitors of the Culverhouse College of Commerce and Business Administration at the University of Alabama.

William O. McCoy (71)

Year of Election or Appointment: 1997

Prior to his retirement in December 1994, Mr. McCoy was Vice Chairman of the Board of BellSouth Corporation (telecommunications) and President of BellSouth Enterprises. He is currently a Director of Liberty Corporation (holding company), Duke Realty Corporation (real estate), and Progress Energy, Inc. (electric utility). He is also a partner of Franklin Street Partners (private investment management firm) and a member of the Research Triangle Foundation Board. In addition, Mr. McCoy served as the Interim Chancellor (1999-2000) and a member of the Board of Visitors (1994-1998) for the University of North Carolina at Chapel Hill and currently serves on the Board of Directors of the University of North Carolina Health Care System and the Board of Visitors of the Kenan-Flagler Business School (University of North Carolina at Chapel Hill). He also served as Vice President of Finance for the University of North Carolina (16-school system, 1995-1998).

Cornelia M. Small (60)

Year of Election or Appointment: 2005

Ms. Small is a member (2000) and Chairperson (2002) of the Investment Committee, and a member (2002) of the Board of Trustees of Smith College. Previously, she served as Chief Investment Officer (1999-2000), Director of Global Equity Investments (1996-1999), and a member of the Board of Directors of Scudder, Stevens & Clark (1990-1997) and Scudder Kemper Investments (1997-1998). In addition, Ms. Small served as Co-Chair (2000-2003) of the Annual Fund for the Fletcher School of Law and Diplomacy.

William S. Stavropoulos (65)

Year of Election or Appointment: 2002

Mr. Stavropoulos is Chairman of the Board (2000), CEO (2002), a position he previously held from 1995-2000, Chairman of the Executive Committee (2000), and a Member of the Board of Directors of The Dow Chemical Company. Since joining The Dow Chemical Company in 1967, Mr. Stavropoulos served in numerous senior management positions, including President (1993-2000; 2002-2003). Currently, he is a Director of NCR Corporation (data warehousing and technology solutions), BellSouth Corporation (telecommunications), Chemical Financial Corporation, and Maersk Inc. (industrial conglomerate, 2002). He also serves as a member of the Board of Trustees of the American Enterprise Institute for Public Policy Research. In addition, Mr. Stavropoulos is a member of The Business Council, J.P. Morgan International Council and the University of Notre Dame Advisory Council for the College of Science.

Annual Report

Trustees and Officers - continued

Advisory Board Members and Executive Officers:

Correspondence intended for Mr. Dirks and Mr. Wolfe may be sent to Fidelity Investments, P.O. Box 55235, Boston, Massachusetts 02205-5235. Correspondence intended for each executive officer and Mr. Lynch may be sent to Fidelity Investments, 82 Devonshire Street, Boston, Massachusetts 02109.

Name, Age; Principal Occupation

Dennis J. Dirks (56)

Year of Election or Appointment: 2004

Member of the Advisory Board of Fidelity School Street Trust. Mr. Dirks also serves as a Trustee (2005) or Member of the Advisory Board (2004) of other investment companies advised by FMR. Prior to his retirement in May 2003, Mr. Dirks was Chief Operating Officer and a member of the Board of The Depository Trust & Clearing Corporation (DTCC) (1999-2003). He also served as President, Chief Operating Officer, and Board member of The Depository Trust Company (DTC) (1999-2003) and President and Board member of the National Securities Clearing Corporation (NSCC) (1999-2003). In addition, Mr. Dirks served as Chief Executive Officer and Board member of the Government Securities Clearing Corporation (2001-2003) and Chief Executive Officer and Board member of the Mortgage-Backed Securities Clearing Corporation (2001-2003).

Peter S. Lynch (61)

Year of Election or Appointment: 2003

Member of the Advisory Board of Fidelity School Street Trust. Vice Chairman and a Director of FMR, and Vice Chairman (2001) and a Director (2000) of FMR Co., Inc. Previously, Mr. Lynch served as a Trustee of the Fidelity funds (1990-2003). 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. In addition, he serves as a Trustee of Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield, John F. Kennedy Library, and the Museum of Fine Arts of Boston.

Kenneth L. Wolfe (65)

Year of Election or Appointment: 2004

Member of the Advisory Board of Fidelity School Street Trust. Mr. Wolfe also serves as a Trustee (2005) or Member of the Advisory Board (2004) of other investment companies advised by FMR. Prior to his retirement in 2001, Mr. Wolfe was Chairman and Chief Executive Officer of Hershey Foods Corporation (1993-2001). He currently serves as a member of the boards of Adelphia Communications Corporation (2003), Bausch & Lomb, Inc., and Revlon Inc. (2004).

Bart A. Grenier (45)

Year of Election or Appointment: 2001

Vice President of Strategic Income. Mr. Grenier also serves as Vice President of certain Equity Funds (2001), a position he previously held from 1999 to 2000, and Vice President of certain High Income Funds (2002). He is Senior Vice President of FMR (1999) and FMR Co., Inc. (2001), and President and Director of Strategic Advisers, Inc. (2002). He also heads Fidelity's Asset Allocation Group (2000), Fidelity's Growth and Income Group (2001), Fidelity's Value Group (2001), and Fidelity's High Income Division (2001). Previously, Mr. Grenier served as President of Fidelity Ventures (2000), Vice President of certain High Income Funds (1997-2000), High Income Division Head (1997-2000), Group Leader of the Income-Growth and Asset Allocation-Income Groups (1996-2000), and Assistant Equity Division Head (1997-2000).

Charles S. Morrison (44)

Year of Election or Appointment: 2002

Vice President of Strategic Income. Mr. Morrison also serves as Vice President of Fidelity's Bond Funds (2002), and Vice President of certain Asset Allocation and Balanced Funds (2002). He serves as Vice President (2002) and Bond Group Leader (2002) of Fidelity Investments Fixed Income Division. Mr. Morrison is also Vice President of FIMM (2002) and FMR (2002). Mr. Morrison joined Fidelity in 1987 as a Corporate Bond Analyst in the Fixed Income Research Division.

William Eigen (36)

Year of Election or Appointment: 2003

Vice President of Strategic Income. Mr. Eigen also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Eigen worked as a director, strategist, and portfolio manager.

George Fischer (43)

Year of Election or Appointment: 2003

Vice President of Strategic Income. Mr. Fischer also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Fischer managed a variety of Fidelity funds.

Mark J. Notkin (40)

Year of Election or Appointment: 2001

Vice President of Strategic Income. Mr. Notkin also serves as Vice President of other funds advised by FMR. Prior to assuming his current responsibilities, Mr. Notkin managed a variety of Fidelity funds.

Eric D. Roiter (56)

Year of Election or Appointment: 1998

Secretary of Strategic Income. He also serves as Secretary of other Fidelity funds; Vice President, General Counsel, and Secretary of FMR Co., Inc. (2001-present) and FMR; Vice President and Secretary of FDC; Assistant Secretary of Fidelity Management & Research (U.K.) Inc. (2001-present), Fidelity Management & Research (Far East) Inc. (2001-present), of Fidelity Investments Money Management, Inc. (2001-present). Mr. Roiter is an Adjunct Member, Faculty of Law, at Boston College Law School (2003-present).

Stuart Fross (45)

Year of Election or Appointment: 2003

Assistant Secretary of Strategic Income. Mr. Fross also serves as Assistant Secretary of other Fidelity funds (2003) and is an employee of FMR.

Christine Reynolds (46)

Year of Election or Appointment: 2004

President, Treasurer, and Anti-Money Laundering (AML) officer of Strategic Income. Ms. Reynolds also serves as President, Treasurer, and AML officer of other Fidelity funds (2004) and is a Vice President (2003) and an employee (2002) of FMR. Before joining Fidelity Investments, Ms. Reynolds worked at PricewaterhouseCoopers LLP (PwC) (1980-2002), where she was most recently an audit partner with PwC's investment management practice.

Timothy F. Hayes (54)

Year of Election or Appointment: 2002

Chief Financial Officer of Strategic Income. Mr. Hayes also serves as Chief Financial Officer of other Fidelity funds (2002). Recently he was appointed President of Fidelity Service Company (2003) where he also serves as a Director. Mr. Hayes also serves as President of Fidelity Investments Operations Group (FIOG, 2002), which includes Fidelity Pricing and Cash Management Services Group (FPCMS), where he was appointed President in 1998. Previously, Mr. Hayes served as Chief Financial Officer of Fidelity Investments Corporate Systems and Service Group (1998) and Fidelity Systems Company (1997-1998).

Kenneth A. Rathgeber (57)

Year of Election or Appointment: 2004

Chief Compliance Officer of Strategic Income. Mr. Rathgeber also serves as Chief Compliance Officer of other Fidelity funds (2004) and Executive Vice President of Risk Oversight for Fidelity Investments (2002). Previously, he served as Executive Vice President and Chief Operating Officer for Fidelity Investments Institutional Services Com-pany, Inc. (1998-2002).

John R. Hebble (46)

Year of Election or Appointment: 2003

Deputy Treasurer of Strategic Income. Mr. Hebble also serves as Deputy Treasurer of other Fidelity funds (2003), and is an employee of FMR. Before joining Fidelity Investments, Mr. Hebble worked at Deutsche Asset Management where he served as Director of Fund Accounting (2002-2003) and Assistant Treasurer of the Scudder Funds (1998-2003).

Kimberley H. Monasterio (41)

Year of Election or Appointment: 2004

Deputy Treasurer of Strategic Income. Ms. Monasterio also serves as Deputy Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Ms. Monasterio served as Treasurer (2000-2004) and Chief Financial Officer (2002-2004) of the Franklin Templeton Funds and Senior Vice President of Franklin Templeton Services, LLC (2000-2004).

John H. Costello (58)

Year of Election or Appointment: 1998

Assistant Treasurer of Strategic Income. Mr. Costello also serves as Assistant Treasurer of other Fidelity funds and is an employee of FMR.

Peter L. Lydecker (50)

Year of Election or Appointment: 2004

Assistant Treasurer of Strategic Income. Mr. Lydecker also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR.

Mark Osterheld (49)

Year of Election or Appointment: 2002

Assistant Treasurer of Strategic Income. Mr. Osterheld also serves as Assistant Treasurer of other Fidelity funds (2002) and is an employee of FMR.

Kenneth B. Robins (35)

Year of Election or Appointment: 2004

Assistant Treasurer of Strategic Income. Mr. Robins also serves as Assistant Treasurer of other Fidelity funds (2004) and is an employee of FMR (2004). Before joining Fidelity Investments, Mr. Robins worked at KPMG LLP, where he was a partner in KPMG's department of professional practice (2002-2004) and a Senior Manager (1999-2000). In addition, Mr. Robins served as Assistant Chief Accountant, United States Securities and Exchange Commission (2000-2002).

Annual Report

Distributions

The Board of Trustees of Fidelity Strategic Income Fund voted to pay on January 7, 2005, to shareholders of record at the opening of business on January 4, 2005, a distribution of $.07 per share derived from capital gains realized from sales of portfolio securities.

A total of 6.57% 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.

The fund will notify shareholders in January 2005 of amounts for use in preparing 2004 income tax returns.

Annual Report

Annual Report

Investment Adviser

Fidelity Management & Research Company Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research (U.K.) Inc.

Fidelity Management & Research
(Far East) Inc.

Fidelity International
Investment Advisors

Fidelity International Investment Advisors (U.K.) Limited

Fidelity Investments Japan Limited

Fidelity Investments Money Management Investments, Inc.

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc.

Boston, MA

Custodian

The Bank of New York

New York, NY

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) (automated graphic)    1-800-544-5555

(automated graphic)    Automated line for quickest service

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

FSN-UANN-0205
1.787743.101

Item 2. Code of Ethics

As of the end of the period, December 31, 2004, Fidelity School Street Trust (the trust) has adopted a code of ethics, as defined in Item 2 of Form N-CSR, that applies to its President and Treasurer and its Chief Financial Officer. A copy of the code of ethics is filed as an exhibit to this Form N-CSR.

Item 3. Audit Committee Financial Expert

The Board of Trustees of the trust has determined that Marie L. Knowles is an audit committee financial expert, as defined in Item 3 of Form N-CSR. Ms. Knowles is independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services

(a) Audit Fees.

For the fiscal years ended December 31, 2004 and December 31, 2003, the aggregate Audit Fees billed by PricewaterhouseCoopers LLP (PwC) for professional services rendered for the audits of the financial statements, or services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years, for the Fidelity New Markets Income Fund, Fidelity Strategic Income Fund, and Spartan Intermediate Municipal Income Fund (the funds) and for all funds in the Fidelity Group of Funds are shown in the table below.

Fund

2004A

2003A

Fidelity New Markets Income Fund

$83,000

$101,000

Fidelity Strategic Income Fund

$47,000

$69,000

Spartan Intermediate Municipal Income Fund

$45,000

$53,000

All funds in the Fidelity Group of Funds audited by PwC

$10,800,000

$10,600,000

A

Aggregate amounts may reflect rounding.

(b) Audit-Related Fees.

In each of the fiscal years ended December 31, 2004 and December 31, 2003 the aggregate Audit-Related Fees billed by PwC for services rendered for assurance and related services to each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Fund

2004A

2003A,B

Fidelity New Markets Income Fund

$0

$0

Fidelity Strategic Income Fund

$0

$0

Spartan Intermediate Municipal Income Fund

$0

$0

A

Aggregate amounts may reflect rounding.

B

Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.

In each of the fiscal years ended December 31, 2004 and December 31, 2003, the aggregate Audit-Related Fees that were billed by PwC that were required to be approved by the Audit Committee for services rendered on behalf of Fidelity Management & Research Company (FMR) and entities controlling, controlled by, or under common control with FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) that provide ongoing services to the funds ("Fund Service Providers") for assurance and related services that relate directly to the operations and financial reporting of each fund that are reasonably related to the performance of the audit or review of the fund's financial statements, but not reported as Audit Fees, are shown in the table below.

Billed By

2004A

2003A,B

PwC

$0

$50,000

A

Aggregate amounts may reflect rounding.

B

Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.

Fees included in the audit-related category comprise assurance and related services (e.g., due diligence services) that are traditionally performed by the independent registered public accounting firm. These audit-related services include due diligence related to mergers and acquisitions, accounting consultations and audits in connection with acquisitions, internal control reviews, attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

(c) Tax Fees.

In each of the fiscal years ended December 31, 2004 and December 31, 2003, the aggregate Tax Fees billed by PwC for professional services rendered for tax compliance, tax advice, and tax planning for each fund is shown in the table below.

Fund

2004A

2003A,B

Fidelity New Markets Income Fund

$2,400

$2,200

Fidelity Strategic Income Fund

$3,200

$3,000

Spartan Intermediate Municipal Income Fund

$2,400

$2,200

A

Aggregate amounts may reflect rounding.

B

Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.

In each of the fiscal years ended December 31, 2004 and December 31, 2003, the aggregate Tax Fees billed by PwC that were required to be approved by the Audit Committee for professional services rendered on behalf of the Fund Service Providers for tax compliance, tax advice, and tax planning that relate directly to the operations and financial reporting of each fund is shown in the table below.

Billed By

2004A

2003A,B

PwC

$0

$0

A

Aggregate amounts may reflect rounding.

B

Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.

Fees included in the Tax Fees category comprise all services performed by professional staff in the independent registered public accounting firm's tax division except those services related to the audit. Typically, this category would include fees for tax compliance, tax planning, and tax advice. Tax compliance, tax advice, and tax planning services include preparation of original and amended tax returns, claims for refund and tax payment-planning services, assistance with tax audits and appeals, tax advice related to mergers and acquisitions and requests for rulings or technical advice from taxing authorities.

(d) All Other Fees.

In each of the fiscal years ended December 31, 2004 and December 31, 2003, the aggregate Other Fees billed by PwC for all other non-audit services rendered to the funds is shown in the table below.

Fund

2004A

2003A,B

Fidelity New Markets Income Fund

$2,000

$1,700

Fidelity Strategic Income Fund

$3,300

$2,300

Spartan Intermediate Municipal Income Fund

$2,800

$2,800

A

Aggregate amounts may reflect rounding.

B

Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.

In each of the fiscal years ended December 31, 2004 and December 31, 2003, the aggregate Other Fees billed by PwC that were required to be approved by the Audit Committee for all other non-audit services rendered on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund is shown in the table below.

Billed By

2004A

2003A,B

PwC

$490,000

$190,000

A

Aggregate amounts may reflect rounding.

B

Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.

Fees included in the All Other Fees category include services related to internal control reviews, strategy and other consulting, financial information systems design and implementation, consulting on other information systems, and other tax services unrelated to the fund.

(e) (1)

Audit Committee Pre-Approval Policies and Procedures:

The trust's Audit Committee must pre-approve all audit and non-audit services provided by the independent registered public accounting firm relating to the operations or financial reporting of the funds. Prior to the commencement of any audit or non-audit services to a fund, the Audit Committee reviews the services to determine whether they are appropriate and permissible under applicable law.

The trust's Audit Committee has adopted policies and procedures to, among other purposes, provide a framework for the Committee's consideration of non-audit services by the audit firms that audit the Fidelity funds. The policies and procedures require that any non-audit service provided by a fund audit firm to a Fidelity Fund and any non-audit service provided by a fund auditor to a Fund Service Provider that relates directly to the operations and financial reporting of a Fidelity fund (Covered Service) are subject to approval by the Audit Committee before such service is provided. Non-audit services provided by a fund audit firm for a Fund Service Provider that do not relate directly to the operations and financial reporting of a Fidelity fund (Non-Covered Service) but that are expected to exceed $50,000 are also subject to pre-approval by the Audit Committee.

All Covered Services, as well as Non-Covered Services that are expected to exceed $50,000, must be approved in advance of provision of the service either: (i) by formal resolution of the Audit Committee, or (ii) by oral or written approval of the service by the Chair of the Audit Committee (or if the Chair is unavailable, such other member of the Audit Committee as may be designated by the Chair to act in the Chair's absence). The approval contemplated by (ii) above is permitted where the Treasurer determines that action on such an engagement is necessary before the next meeting of the Audit Committee. Neither pre-approval nor advance notice of Non-Covered Service engagements for which fees are not expected to exceed $50,000 is required; such engagements are to be reported to the Audit Committee monthly.

(e) (2)

Services approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X:

Audit-Related Fees:

There were no amounts, including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2004 and December 31, 2003 on behalf of each fund.

There were no amounts, including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2004 and December 31, 2003 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

Tax Fees:

There were no amounts, including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2004 and December 31, 2003 on behalf of each fund.

There were no amounts, including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2004 and December 31, 2003 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

All Other Fees:

There were no amounts, including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2004 and December 31, 2003 on behalf of each fund.

There were no amounts, including amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time, that were required to be approved by the Audit Committee pursuant to the de minimis exception for the fiscal years ended December 31, 2004 and December 31, 2003 on behalf of the Fund Service Providers that relate directly to the operations and financial reporting of each fund.

(f) According to PwC for the fiscal year ended December 31, 2004, the percentage of hours spent on the audit of each fund's financial statements for the most recent fiscal year that were attributed to work performed by persons who are not full-time, permanent employees of PwC is as follows:

Fund

2004

Fidelity New Markets Income Fund

0%

Fidelity Strategic Income Fund

0%

Spartan Intermediate Municipal Income Fund

0%

(g) For the fiscal years ended December 31, 2004 and December 31, 2003, the aggregate fees billed by PwC of $2,650,000A and $1,900,000A,B for non-audit services rendered on behalf of the funds, FMR (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser) and Fund Service Providers relating to Covered Services and Non-Covered Services are shown in the table below.

2004A

2003A,B

Covered Services

$500,000

$250,000

Non-Covered Services

$2,150,000

$1,650,000

A

Aggregate amounts may reflect rounding.

B

Includes amounts related to non-audit services prior to May 6, 2003 that would have been subject to pre-approval if the SEC rules relating to the pre-approval of non-audit services had been in effect at that time.

(h) The trust's Audit Committee has considered Non-Covered Services that were not pre-approved that were provided by PwC to Fund Service Providers to be compatible with maintaining the independence of PwC in its audit of the funds, taking into account representations from PwC, in accordance with Independence Standards Board Standard No.1, regarding its independence from the funds and their related entities.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments

Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the trust's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the trust's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the trust's internal control over financial reporting.

Item 12. Exhibits

(a)

(1)

Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached hereto as EX-99.CODE ETH.

(a)

(2)

Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.

(a)

(3)

Not applicable.

(b)

Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity School Street Trust

By:

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Date:

February 24, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Date:

February 24, 2005

By:

/s/Timothy F. Hayes

Timothy F. Hayes

Chief Financial Officer

Date:

February 24, 2005