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

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-4085

Fidelity Income Fund
(Exact name of registrant as specified in charter)

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

Scott C. Goebel, 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:	July 31
Date of reporting period:	April 30, 2009

Item 1. Schedule of Investments

Quarterly Holdings Report

for

Fidelity® Ginnie Mae Fund

April 30, 2009

1.800337.105

MOG-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Net Assets

U.S. Government Agency - Mortgage Securities - 104.5%
	Principal Amount (000s)		Value (000s)
Fannie Mae - 5.1%
3.891% 2/1/33 (e)	$ 254		$ 257
3.963% 1/1/35 (e)	4,230		4,294
3.982% 6/1/34 (e)	5,725		5,760
4.078% 9/1/33 (e)	1,962		1,980
4.108% 5/1/35 (e)	49,676		50,317
4.122% 1/1/35 (e)	3,391		3,461
4.182% 5/1/34 (e)	2,686		2,722
4.186% 8/1/34 (e)	1,483		1,513
4.201% 10/1/33 (e)	2,035		2,044
4.21% 8/1/34 (e)	1,318		1,339
4.244% 11/1/34 (e)	8,372		8,510
4.295% 3/1/33 (e)	132		134
4.324% 7/1/35 (e)	1,050		1,067
4.347% 11/1/34 (e)	40,716		41,543
4.361% 9/1/35 (e)	7,836		8,015
4.402% 7/1/35 (e)	15,797		16,040
4.424% 7/1/36 (e)	605		615
4.491% 7/1/35 (e)	122		123
4.501% 10/1/33 (e)	104		105
4.512% 11/1/36 (e)	1,035		1,061
4.541% 10/1/35 (e)	11,775		12,009
4.544% 3/1/37 (e)	10,114		10,367
4.548% 10/1/33 (e)	247		252
4.595% 3/1/35 (e)	52		52
4.647% 4/1/35 (e)	301		308
4.708% 7/1/35 (e)	6,686		6,831
4.713% 8/1/33 (e)	290		294
4.715% 11/1/35 (e)	21,927		22,599
4.739% 8/1/35 (e)	1,416		1,445
4.739% 10/1/35 (e)	4,810		4,903
4.765% 2/1/34 (e)	82		84
4.772% 3/1/35 (e)	1,019		1,040
4.808% 7/1/34 (e)	2,062		2,113
4.809% 2/1/36 (e)	3,784		3,885
4.826% 10/1/34 (e)	2,935		2,974
4.841% 3/1/34 (e)	4,170		4,262
4.851% 3/1/33 (e)	736		752
4.871% 9/1/34 (e)	425		434
4.893% 8/1/35 (e)	3,215		3,323
4.907% 5/1/35 (e)	2,267		2,315
4.909% 1/1/35 (e)	1,028		1,048
4.959% 9/1/36 (e)	2,207		2,265
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Fannie Mae - continued
4.967% 7/1/34 (e)	$ 126		$ 127
5.075% 4/1/35 (e)	4,422		4,548
5.085% 9/1/34 (e)	269		273
5.15% 6/1/35 (e)	1,189		1,201
5.185% 3/1/35 (e)	162		166
5.31% 12/1/34 (e)	353		358
5.352% 11/1/36 (e)	3,179		3,238
5.492% 9/1/34 (e)	1,463		1,520
5.498% 6/1/47 (e)	723		744
5.5% 11/1/13 to 3/1/38	31,288		32,600
5.756% 4/1/36 (e)	4,026		4,182
5.844% 3/1/36 (e)	3,232		3,379
6.4% 7/1/36 (e)	6,653		6,935
6.5% 10/1/17 to 12/1/24	3,440		3,666
6.5% 5/12/39 (a)	8,000		8,474
7% 11/1/16 to 3/1/17	1,369		1,451
7.5% 7/1/09 to 4/1/17	896		943
8.5% 12/1/27	184		198
9.5% 9/1/30	16		18
10.25% 10/1/18	8		9
11.5% 5/1/14 to 7/1/15	20		22
12.5% 7/1/14 to 7/1/16	40		44
13.25% 9/1/11	20		22
			308,573
Freddie Mac - 1.9%
3.758% 5/1/35 (e)	2,645		2,681
4.02% 6/1/33 (e)	1,257		1,268
4.202% 6/1/33 (e)	3,687		3,746
4.485% 1/1/35 (e)	3,553		3,622
4.486% 5/1/35 (e)	642		654
4.499% 3/1/34 (e)	3,947		4,008
4.499% 7/1/35 (e)	1,699		1,722
4.583% 6/1/33 (e)	3,712		3,811
4.707% 11/1/35 (e)	1,608		1,639
4.809% 5/1/35 (e)	2,655		2,731
4.941% 1/1/35 (e)	3,691		3,779
4.946% 3/1/35 (e)	5,778		5,918
5.045% 12/1/35 (a)(e)	13,940		14,483
5.05% 7/1/36 (e)	3,387		3,432
5.087% 9/1/36 (e)	30,252		31,143
5.15% 10/1/35 (e)	4,927		5,045
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Freddie Mac - continued
5.159% 10/1/33 (e)	$ 2,724		$ 2,791
5.21% 12/1/35 (e)	1,799		1,857
5.233% 10/1/35 (e)	1,753		1,796
5.308% 3/1/33 (e)	49		50
5.332% 8/1/34 (e)	591		607
5.414% 10/1/36 (e)	1,696		1,755
5.474% 3/1/37 (e)	603		617
5.5% 11/1/17 to 1/1/25	9,735		10,126
5.636% 4/1/36 (e)	1,891		1,961
5.798% 11/1/36 (e)	6,147		6,390
5.846% 5/1/37 (e)	545		564
8.5% 5/1/17 to 6/1/25	41		44
9% 1/1/17 to 4/1/21	25		27
9.5% 7/1/30	71		80
10% 8/1/10 to 7/1/19	150		165
10.25% 11/1/09 to 11/1/16	14		15
10.5% 5/1/10	0*		0*
11.25% 2/1/10	1		1
12% 5/1/10 to 6/1/15	37		41
12.5% 11/1/12 to 5/1/15	42		47
13% 5/1/14 to 11/1/14	7		8
13.5% 1/1/13 to 12/1/14	4		4
			118,628
Government National Mortgage Association - 97.5%
3.5% 3/20/34	993		942
3.625% 3/20/35 (e)	676		676
3.625% 4/20/35 (e)	498		503
3.625% 4/20/35 (e)	7,177		7,243
3.625% 5/20/35 (e)	1,475		1,487
3.625% 5/20/35 (e)	7,994		8,061
3.625% 6/20/35 (e)	1,261		1,271
3.75% 4/20/34 (e)	13,677		13,815
3.75% 10/20/35 (e)	3,136		3,175
4% 11/20/33	1,303		1,303
4.25% 7/20/34 (e)	590		603
4.25% 7/20/34 (e)	1,956		2,003
4.5% 7/20/33 to 4/20/34	44,366		45,299
4.5% 9/20/34 (e)	2,604		2,668
4.5% 6/20/35 (e)	2,232		2,267
4.5% 5/19/39 (a)	44,000		44,885
4.5% 5/19/39 (a)	10,000		10,201
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Government National Mortgage Association - continued
4.5% 5/19/39 (a)	$ 26,000		$ 26,523
4.5% 5/19/39 (a)	15,000		15,302
4.5% 5/19/39 (a)	8,000		8,161
4.5% 5/19/39 (a)	15,000		15,277
4.625% 5/20/34 (e)	882		904
5% 8/15/18 to 4/15/39 (d)	367,054		381,649
5% 5/1/39 (a)(b)	40,000		41,389
5% 5/1/39 (a)(b)	12,000		12,400
5% 5/1/39 (a)	12,000		12,417
5% 5/19/39 (a)	69,000		71,397
5% 5/19/39 (a)	10,000		10,347
5% 5/19/39 (a)	90,900		94,057
5% 5/19/39 (a)	10,000		10,347
5% 5/19/39 (a)	12,000		12,400
5% 5/19/39 (a)(b)	54,000		55,801
5% 5/19/39 (a)	16,000		16,534
5% 5/19/39 (a)	105,000		108,647
5% 5/19/39 (a)	2,000		2,069
5% 5/19/39 (a)	3,000		3,104
5% 5/19/39 (a)	3,000		3,104
5% 5/19/39 (a)	3,000		3,104
5% 5/19/39 (a)	2,000		2,069
5% 5/19/39 (a)	2,000		2,069
5.5% 12/20/18 to 4/15/39 (d)	1,480,240		1,545,609
5.5% 8/20/38 (e)	16,111		16,896
5.5% 5/19/39 (a)(b)	198,000		205,487
5.5% 5/19/39 (a)(b)	105,000		108,970
5.5% 5/19/39 (a)(b)	142,000		147,369
5.5% 5/19/39 (a)	10,000		10,378
5.5% 5/19/39 (a)	83,000		86,138
5.5% 5/19/39 (a)	85,000		88,214
5.5% 5/19/39 (a)	15,000		15,567
5.5% 5/19/39 (a)(b)	58,000		60,193
5.5% 5/19/39 (a)	6,000		6,227
5.5% 5/19/39 (a)	20,000		20,756
5.5% 5/19/39 (a)	5,000		5,194
5.5% 5/19/39 (a)	5,000		5,194
5.5% 5/19/39 (a)	6,000		6,233
5.5% 5/19/39 (a)	6,000		6,233
5.5% 5/19/39 (a)	5,000		5,194
5.5% 5/19/39 (a)	5,000		5,194
5.5% 5/19/39 (a)	10,000		10,378
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Government National Mortgage Association - continued
5.75% 8/20/35 (e)	$ 312		$ 325
6% 8/15/17 to 4/15/39	1,672,343		1,759,277
6% 5/19/39 (a)	10,000		10,425
6% 5/19/39 (a)	22,000		22,964
6% 5/19/39 (a)	6,000		6,255
6% 5/19/39 (a)	7,000		7,307
6% 5/19/39 (a)	8,000		8,351
6% 5/19/39 (a)	7,000		7,307
6% 5/19/39 (a)	5,000		5,219
6% 5/19/39 (a)	6,000		6,263
6% 5/19/39 (a)	20,000		20,850
6% 5/19/39 (a)	7,000		7,293
6.45% 10/15/31 to 11/15/32	1,673		1,780
6.5% 4/15/23 to 2/15/39	493,526		523,133
7% 10/20/16 to 9/20/34	82,973		89,067
7.25% 9/15/27	136		146
7.395% 6/20/25 to 11/20/27	1,483		1,599
7.5% 5/15/17 to 9/20/32	33,314		35,740
8% 8/15/18 to 7/15/32	8,666		9,269
8.5% 9/15/09 to 2/15/31	2,663		2,878
9% 3/15/10 to 5/15/30	1,263		1,389
9.5% 12/20/15 to 4/20/17	402		443
10.5% 1/15/14 to 10/15/18	487		546
13% 2/15/11 to 1/15/15	80		91
13.5% 7/15/10 to 1/15/15	9		10
			5,938,824
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES (Cost $6,248,779)		6,366,025
Collateralized Mortgage Obligations - 9.8%
U.S. Government Agency - 9.8%
Fannie Mae:
floater Series 2007-95 Class A1, 0.6875% 8/27/36 (e)	16,865		15,584
Series 2003-39 Class IA, 5.5% 10/25/22 (e)(f)	3,189		183
target amortization class Series G94-2 Class D, 6.45% 1/25/24	1,919		2,002
Fannie Mae Stripped Mortgage-Backed Securities:
Series 331 Class 12, 6.5% 2/1/33 (f)	2,128		248
Series 339 Class 5, 5.5% 7/1/33 (f)	3,422		329
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Government Agency - continued
Fannie Mae Stripped Mortgage-Backed Securities: - continued
Series 343 Class 16, 5.5% 5/1/34 (f)	$ 2,496		$ 238
Freddie Mac Multi-class participation certificates guaranteed:
floater:
Series 2861 Class JF, 0.7513% 4/15/17 (e)	1,784		1,770
Series 3094 Class UF, 0% 9/15/34 (e)	909		874
planned amortization class:
Series 2220 Class PD, 8% 3/15/30	3,002		3,321
Series 2787 Class OI, 5.5% 10/15/24 (f)	174		0*
Series 40 Class K, 6.5% 8/17/24	1,311		1,406
sequential payer:
Series 2204 Class N, 7.5% 12/20/29	5,665		6,160
Series 2601 Class TI, 5.5% 10/15/22 (f)	12,908		882
Series 2866 Class CY, 4.5% 10/15/19	4,491		4,619
Series 2957 Class SW, 5.5488% 4/15/35 (e)(f)	9,880		606
Ginnie Mae guaranteed Multi-family REMIC pass-thru securities sequential payer Series 2002-71:
Class Z, 5.5% 10/20/32	46,575		48,788
Class ZJ, 6% 10/20/32	25,822		27,223
Ginnie Mae guaranteed REMIC pass-thru securities:
floater:
Series 2001-22 Class FM, 0.7969% 5/20/31 (e)	530		523
Series 2002-41 Class HF, 0.8513% 6/16/32 (e)	612		604
Series 2007-22 Class TC, 0% 4/20/37 (e)	1,301		1,276
planned amortization class:
Series 1993-13 Class PD, 6% 5/20/29	13,430		14,101
Series 1994-4 Class KQ, 7.9875% 7/16/24	835		923
Series 2000-26 Class PK, 7.5% 9/20/30	2,256		2,466
Series 2002-5 Class PD, 6.5% 5/16/31	717		716
Series 2002-50 Class PE, 6% 7/20/32	17,485		18,467
Series 2003-31 Class PI, 5.5% 4/16/30 (f)	1,289		12
Series 2003-70 Class LE, 5% 7/20/32	44,000		45,447
Series 2004-19:
Class DJ, 4.5% 3/20/34	1,725		1,767
Class DP, 5.5% 3/20/34	3,895		4,116
Series 2004-64 Class KE, 5.5% 12/20/33	22,978		24,256
Series 2004-98 Class IG, 5.5% 2/20/30 (f)	2,581		14
Series 2005-17 Class IA, 5.5% 8/20/33 (f)	5,288		104
Series 2005-24 Class TC, 5.5% 3/20/35	5,403		5,612
Series 2005-54 Class BM, 5% 7/20/35	9,658		10,005
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Government Agency - continued
Ginnie Mae guaranteed REMIC pass-thru securities: - continued
planned amortization class:
Series 2005-57 Class PB, 5.5% 7/20/35	$ 5,673		$ 5,840
Series 2006-50 Class JC, 5% 6/20/36	11,780		11,944
Series 2008-28 Class PC, 5.5% 4/20/34	18,652		19,311
sequential payer:
Series 1995-4 Class CQ, 8% 6/20/25	631		698
Series 2001-40 Class Z, 6% 8/20/31	6,657		6,999
Series 2001-49 Class Z, 7% 10/16/31	2,851		3,085
Series 2002-18 Class ZB, 6% 3/20/32	6,499		6,806
Series 2002-29:
Class SK, 8.25% 5/20/32 (e)(g)	277		306
Class Z, 6.5% 5/16/32	9,619		10,209
Series 2002-33 Class ZJ, 6.5% 5/20/32	5,696		6,052
Series 2002-42 Class ZA, 6% 6/20/32	4,238		4,471
Series 2002-43 Class Z, 6.5% 6/20/32	10,109		10,710
Series 2002-45 Class Z, 6% 6/20/32	2,392		2,522
Series 2002-49 Class ZA, 6.5% 7/20/32	35,838		37,992
Series 2002-67 Class ZA, 6% 9/20/32	91,091		96,018
Series 2003-7 Class VP, 6% 11/20/13	3,318		3,337
Series 2003-75 Class ZA, 5.5% 9/20/33	6,793		6,981
Series 2004-65 Class VE, 5.5% 7/20/15	3,816		4,022
Series 2004-86 Class G, 6% 10/20/34	6,273		6,552
Series 2005-28 Class AJ, 5.5% 4/20/35	29,256		30,633
Series 2005-47 Class ZY, 6% 6/20/35	5,032		5,228
Series 2005-6 Class EX, 5.5% 11/20/34	1,001		981
Series 2005-82 Class JV, 5% 6/20/35	3,500		3,572
Series 1995-6 Class Z, 7% 9/20/25	1,749		1,844
Series 2003-11 Class S, 6.0988% 2/16/33 (e)(f)(g)	8,191		671
Series 2003-92 Class SN, 5.9775% 10/16/33 (e)(f)	24,651		1,606
Series 2004-32 Class GS, 6.0475% 5/16/34 (e)(f)(g)	2,265		172
Series 2004-34 Class SA, 6.1531% 5/20/34 (e)(f)	21,557		1,607
Series 2005-6 Class EY, 5.5% 11/20/33 (c)	1,016		972
Series 2006-13 Class DS, 10.4297% 3/20/36 (e)(g)	38,585		38,178
Series 2007-18 Class S, 6.3475% 4/16/37 (e)(f)(g)	37,952		3,338
Series 2007-35 Class SC, 37.485% 6/16/37 (e)(g)	12,975		17,803
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $569,930)		595,102
Commercial Mortgage Securities - 0.2%
	Principal Amount (000s)		Value (000s)
Fannie Mae subordinate REMIC pass-thru certificates:
Series 1998-M3 Class IB, 0.7065% 1/17/38 (e)(f)	$ 9,612		$ 145
Series 1998-M4 Class N, 0.9616% 2/25/35 (e)(f)	2,812		14
Ginnie Mae guaranteed Multi-family REMIC pass-thru securities:
sequential payer Series 2001-58 Class X, 1.0155% 9/16/41 (e)(f)	115,448		1,865
Series 2001-12 Class X, 0.7387% 7/16/40 (e)(f)	32,313		412
Ginnie Mae guaranteed REMIC pass-thru securities:
sequential payer Series 2002-81 Class IO, 1.8029% 9/16/42 (e)(f)	117,504		3,362
Series 2002-62 Class IO, 1.3129% 8/16/42 (e)(f)	66,210		1,705
Series 2002-85 Class X, 1.7101% 3/16/42 (e)(f)	64,570		3,945
TOTAL COMMERCIAL MORTGAGE SECURITIES (Cost $25,235)		11,448

Cash Equivalents - 9.9%
	Maturity Amount (000s)
Investments in repurchase agreements in a joint trading account at 0.15%, dated 4/30/09:
due 5/1/09 (Collateralized by U.S. Treasury Obligations) #	$ 3,493		3,493
due 5/1/09 (Collateralized by U.S. Government Obligations) #	601,685		601,682
TOTAL CASH EQUIVALENTS (Cost $605,175)		605,175
TOTAL INVESTMENT PORTFOLIO - 124.4% (Cost $7,449,119)			7,577,750
NET OTHER ASSETS - (24.4)%			(1,483,928)
NET ASSETS - 100%		$ 6,093,822

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Sold
Treasury Contracts
147 CBOT 2 Year U.S. Treasury Notes Index Contracts	July 2009	$ 31,979	$ (154)

The face value of futures sold as a percentage of net assets - 0.5%

Swap Agreements
		Notional Amount (000s)	Value (000s)
Interest Rate Swaps
Receive quarterly a floating rate based on 3-month LIBOR and pay semi-annually a fixed rate equal to 2.5175% with Credit Suisse First Boston	Dec. 2018	$ 30,000	$ 1,512
Receive quarterly a floating rate based on 3-month LIBOR and pay semi-annually a fixed rate equal to 2.695% with Credit Suisse First Boston	Oct. 2010	26,000	(553)
Receive quarterly a floating rate based on 3-month LIBOR and pay semi-annually a fixed rate equal to 2.6975% with JPMorgan Chase, Inc.	Jan. 2019	30,000	1,069
Receive quarterly a floating rate based on 3-month LIBOR and pay semi-annually a fixed rate equal to 3.554% with Credit Suisse First Boston	April 2013	54,000	(2,701)
Receive quarterly a floating rate based on 3-month LIBOR and pay semi-annually a fixed rate equal to 4.03% with Credit Suisse First Boston	Sept. 2013	63,000	(4,460)
		$ 203,000	$ (5,133)

Legend

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

(b) A portion of the security is subject to a forward commitment to sell.

(c) 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 $215,000.

(d) Security or a portion of the security has been segregated as collateral for open swap agreements. At the period end, the value of securities pledged amounted to $7,789,000.

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

(f) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool held as of the end of the period.

(g) Coupon is inversely indexed to a floating interest rate multiplied by a specified factor. The price may be considerably more volatile than the price of a comparable fixed rate security.

* Amount represents less than $1,000.

# Additional Information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty	Value (Amounts in thousands)
$601,682,000 due 5/01/09 at 0.15%
BNP Paribas Securities Corp.	$ 106,717
Barclays Capital, Inc.	17,071
Credit Suisse Securities (USA) LLC	22,174
Deutsche Bank Securities, Inc.	225,338
HSBC Securities (USA), Inc.	170,710
Mizuho Securities USA, Inc.	17,071
Societe Generale, New York Branch	42,601
	$ 601,682
$3,493,000 due 5/01/09 at 0.15%
BNP Paribas Securities Corp.	$ 1,807
Banc of America Securities LLC	319
Barclays Capital, Inc.	962
Deutsche Bank Securities, Inc.	405
	$ 3,493

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 7,577,750	$ -	$ 7,577,750	$ -
Other Financial Instruments*	$ (1,130)	$ (154)	$ (976)	$ -

*Other financial instruments include Futures Contracts, Forward Commitments, and Swap Agreements.

The following is a reconciliation of assets for which Level 3 inputs were used in determining value:

(Amounts in thousands)	Investments in Securities
Beginning Balance	$ 9,063
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	2,696
Cost of Purchases	-
Proceeds of Sales	-
Amortization/Accretion	(3,809)
Transfer in/out of Level 3	(7,950)
Ending Balance	$ -

The information used in the above reconciliation represents fiscal year to date activity for any Investment Securities or Other Financial Instruments identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represents either the beginning value (for transfers in), or the ending value (for transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period.

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $7,449,702,000. Net unrealized appreciation aggregated $128,048,000, of which $150,955,000 related to appreciated investment securities and $22,907,000 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund uses independent pricing services approved by the Board of Trustees to value its investments.

Debt securities, including restricted securities, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as available dealer supplied prices. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. Swaps are marked-to-market daily based on valuations from independent pricing services or dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value. Actual prices received at disposition may differ.

When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value calculation under these procedures may differ from published prices for the same securities.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity® Government Income Fund

April 30, 2009

1.800338.105

GOV-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Net Assets

U.S. Government and Government Agency Obligations - 59.7%
	Principal Amount (000s)		Value (000s)
Other Government Related - 4.0%
Citibank NA 1.875% 5/7/12 (FDIC Guaranteed) (d)	$ 87,150		$ 86,923
Citigroup Funding, Inc. 2% 3/30/12 (FDIC Guaranteed) (d)	40,000		40,084
General Electric Capital Corp. 1.8% 3/11/11 (FDIC Guaranteed) (d)	60,000		60,473
JPMorgan Chase & Co. 1.65% 2/23/11 (FDIC Guaranteed) (d)	24,070		24,221
Morgan Stanley 3.25% 12/1/11 (FDIC Guaranteed) (d)	43,000		44,641
TOTAL OTHER GOVERNMENT RELATED			256,342
U.S. Government Agency Obligations - 28.0%
Fannie Mae:
1.375% 4/28/11	63,170		63,303
1.75% 3/23/11 (b)	167,400		169,025
1.875% 4/20/12	53,190		53,370
2.75% 3/13/14	18,880		19,091
2.875% 10/12/10	58,835		60,508
3% 7/12/10	5,500		5,633
3.25% 8/12/10 (b)	92,720		95,375
3.625% 8/15/11	22,000		23,085
4.75% 11/19/12	7,255		7,941
4.875% 5/18/12 (b)	53,750		58,644
5.125% 4/15/11 (b)	123,600		132,465
6% 5/15/11	10,130		11,108
Federal Home Loan Bank:
3.625% 9/16/11	3,000		3,147
3.625% 10/18/13 (b)	77,700		81,338
5.125% 8/14/13	1,250		1,390
Freddie Mac:
1.5% 1/7/11	13,550		13,623
2.125% 3/23/12 (b)	74,860		75,638
2.5% 4/23/14	12,390		12,371
3.25% 7/16/10 (b)	87,845		90,242
4.125% 7/12/10	2,000		2,080
4.875% 11/15/13	600		664
4.875% 6/13/18 (g)	17,225		18,956
5% 1/30/14	25,000		27,679
5% 2/16/17	41,000		44,876
5.125% 11/17/17 (b)	105,891		118,018
5.25% 7/18/11 (b)	76,930		83,324
5.75% 1/15/12	73,906		81,988
U.S. Government and Government Agency Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Government Agency Obligations - continued
Freddie Mac: - continued
6.875% 9/15/10	$ 153,000		$ 164,379
Israeli State (guaranteed by U.S. Government through Agency for International Development):
5.5% 9/18/23	110,500		121,184
6.8% 2/15/12	23,235		24,122
Overseas Private Investment Corp. U.S. Government guaranteed participation certificates:
6.77% 11/15/13	4,860		5,198
6.99% 5/21/16	17,861		20,024
Private Export Funding Corp. secured:
4.974% 8/15/13	22,940		25,368
5.66% 9/15/11 (c)	18,000		19,705
5.685% 5/15/12	24,035		26,773
6.67% 9/15/09	3,500		3,585
Tennessee Valley Authority 5.375% 4/1/56	8,429		8,315
U.S. Department of Housing and Urban Development Government guaranteed participation certificates Series 1999-A, 5.96% 8/1/09	3,940		3,997
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS			1,777,532
U.S. Treasury Obligations - 27.7%
U.S. Treasury Bonds:
3.5% 2/15/39	24,565		22,258
4.375% 2/15/38	35,860		37,687
5% 5/15/37	80,200		92,581
6.125% 11/15/27	37,365		47,226
6.125% 8/15/29	37,127		47,395
6.25% 8/15/23	53,500		66,892
6.375% 8/15/27	44,200		57,232
7.25% 5/15/16	132,937		170,502
7.5% 11/15/16	81,988		107,142
8% 11/15/21 (g)	32,294		45,827
9.125% 5/15/18	10,776		15,806
9.875% 11/15/15	47,285		68,116
U.S. Treasury Notes:
0.875% 3/31/11 (e)	5,500		5,498
0.875% 4/30/11	125,368		125,260
1.25% 11/30/10	63,983		64,465
1.375% 4/15/12	3,611		3,612
1.75% 11/15/11	22,521		22,834
U.S. Government and Government Agency Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Treasury Obligations - continued
U.S. Treasury Notes: - continued
1.875% 2/28/14	$ 5,720		$ 5,691
1.875% 4/30/14 (e)	150,909		149,780
2% 11/30/13	25,398		25,509
2.625% 4/30/16	158,450		157,757
2.75% 2/15/19	60,045		58,159
2.875% 6/30/10	92,850		95,349
3.125% 8/31/13	20,625		21,753
3.125% 9/30/13	58,130		61,300
3.375% 7/31/13	28,650		30,546
3.75% 11/15/18	25,801		27,125
4% 2/15/15	44,249		48,408
4.25% 11/15/17	27,475		30,134
4.5% 5/15/17	24,685		27,555
4.625% 8/31/11	593		641
4.625% 7/31/12	20		22
4.625% 11/15/16	8,000		9,049
4.75% 8/15/17	12,983		14,707
TOTAL U.S. TREASURY OBLIGATIONS			1,763,818
TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $3,707,208)		3,797,692
U.S. Government Agency - Mortgage Securities - 36.2%
Fannie Mae - 25.6%
3.891% 2/1/33 (h)	501		505
3.915% 7/1/35 (h)	2,144		2,172
3.994% 3/1/35 (h)	369		372
4% 9/1/13 to 6/1/20	19,584		20,053
4.295% 3/1/33 (h)	184		187
4.302% 3/1/33 (h)	233		237
4.324% 7/1/35 (h)	1,786		1,814
4.402% 7/1/35 (h)	1,992		2,023
4.432% 3/1/35 (h)	874		894
4.491% 7/1/35 (h)	227		230
4.5% 2/1/18 to 9/1/20	20,906		21,672
4.5% 5/18/24 (e)(f)	119,000		122,222
4.5% 5/18/24 (e)	1,000		1,027
4.5% 6/16/24 (e)	50,000		51,215
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Fannie Mae - continued
4.501% 10/1/33 (h)	$ 194		$ 196
4.512% 11/1/36 (h)	349		358
4.533% 11/1/33 (h)	1,246		1,286
4.544% 3/1/37 (h)	2,910		2,983
4.548% 10/1/33 (h)	407		415
4.595% 3/1/35 (h)	98		98
4.6% 10/1/33 (h)	427		430
4.647% 4/1/35 (h)	4,107		4,202
4.667% 7/1/35 (h)	862		884
4.702% 2/1/35 (h)	4,234		4,358
4.713% 8/1/33 (h)	542		551
4.715% 11/1/35 (h)	4,286		4,418
4.765% 2/1/34 (h)	157		160
4.786% 7/1/35 (h)	3,441		3,547
4.967% 7/1/34 (h)	238		241
4.987% 2/1/34 (h)	5,193		5,376
4.994% 2/1/35 (h)	3,798		3,866
5% 6/1/14 to 11/1/38	116,523		120,761
5% 5/18/24 (e)(f)	56,000		57,931
5% 5/18/24 (e)(f)	33,000		34,138
5% 5/12/39 (e)	1,000		1,029
5% 5/12/39 (e)	10,000		10,286
5% 5/12/39 (e)	21,000		21,601
5% 5/12/39 (e)(f)	9,000		9,258
5% 5/12/39 (e)(f)	1,000		1,029
5% 5/12/39 (e)(f)	1,000		1,029
5% 5/12/39 (e)(f)	1,000		1,029
5% 6/1/39 (e)	2,000		2,052
5% 6/11/39 (e)	1,000		1,026
5% 6/11/39 (e)	9,000		9,231
5.044% 1/1/37 (h)	4,815		4,943
5.075% 4/1/35 (h)	1,687		1,735
5.085% 9/1/34 (h)	539		547
5.098% 10/1/35 (h)	3,029		3,144
5.101% 3/1/35 (h)	320		324
5.15% 6/1/35 (h)	2,014		2,034
5.166% 8/1/34 (h)	4,547		4,643
5.185% 3/1/35 (h)	325		331
5.256% 5/1/35 (h)	3,988		4,153
5.31% 12/1/34 (h)	679		688
5.336% 7/1/35 (h)	1,535		1,569
5.342% 2/1/37 (h)	2,288		2,359
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Fannie Mae - continued
5.444% 8/1/36 (h)	$ 5,004		$ 5,202
5.5% 3/1/12 to 4/1/39 (f)	432,752		451,098
5.5% 5/1/39 (e)(f)	9,000		9,324
5.5% 5/12/39 (e)(f)	32,500		33,672
5.5% 5/12/39 (e)(f)	70,000		72,524
5.516% 4/1/36 (h)	3,838		3,984
5.658% 2/1/36 (h)	2,463		2,554
5.762% 3/1/36 (h)	6,528		6,779
5.823% 6/1/35 (h)	1,613		1,679
5.844% 3/1/36 (h)	6,933		7,248
5.851% 3/1/36 (h)	5,507		5,713
5.869% 5/1/36 (h)	2,266		2,358
5.884% 12/1/36 (h)	3,683		3,849
6% 4/1/12 to 8/1/37 (f)	228,760		241,135
6% 5/1/39 (e)(f)	5,000		5,228
6% 5/12/39 (e)(f)	18,000		18,820
6% 5/12/39 (e)(f)	20,000		20,911
6% 5/12/39 (e)(f)	37,000		38,685
6.003% 4/1/36 (h)	40,051		41,728
6.124% 4/1/36 (h)	3,548		3,691
6.22% 3/1/37 (h)	1,269		1,329
6.229% 5/1/36 (h)	11,610		12,099
6.247% 6/1/36 (h)	604		617
6.5% 2/1/12 to 4/1/37	31,955		33,929
6.5% 5/12/39 (e)(f)	32,000		33,896
6.5% 5/12/39 (e)	10,000		10,593
7% 7/1/13 to 7/1/32	4,444		4,823
7.5% 8/1/10 to 4/1/29	66		70
8.5% 1/1/15 to 7/1/31	408		440
9% 11/1/11 to 5/1/14	389		409
9.5% 11/15/09 to 10/1/20	489		539
11% 8/1/10	2		2
11.25% 5/1/14	5		5
11.5% 6/15/19 to 1/15/21	816		903
12.5% 8/1/15 to 3/1/16	1		1
			1,630,699
Freddie Mac - 6.2%
3.155% 2/1/34 (h)	435		440
3.479% 3/1/35 (h)	1,440		1,462
4% 5/1/19 to 11/1/20	21,105		21,588
4.305% 6/1/35 (h)	801		820
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Freddie Mac - continued
4.485% 1/1/35 (h)	$ 652		$ 665
4.486% 5/1/35 (h)	1,508		1,536
4.5% 8/1/33	3,331		3,398
4.542% 4/1/35 (h)	5,370		5,488
4.633% 4/1/35 (h)	127		130
4.718% 2/1/34 (h)	5,695		5,874
4.751% 9/1/36 (h)	2,630		2,680
4.774% 3/1/35 (h)	2,171		2,200
4.793% 2/1/36 (h)	975		1,008
5% 6/1/09 to 6/1/38	71,834		74,719
5.023% 4/1/35 (h)	523		543
5.076% 7/1/35 (h)	3,167		3,280
5.118% 6/1/35 (h)	2,141		2,219
5.257% 2/1/36 (h)	276		286
5.308% 3/1/33 (h)	93		95
5.483% 1/1/36 (h)	3,568		3,690
5.5% 8/1/14 to 7/1/36 (f)	76,582		80,106
5.5% 5/12/39 (e)(f)	23,000		23,793
5.5% 5/12/39 (e)(f)	14,000		14,483
5.5% 5/12/39 (e)(f)	37,000		38,276
5.52% 1/1/36 (h)	4,665		4,835
5.695% 10/1/35 (h)	1,040		1,092
5.832% 5/1/37 (h)	2,501		2,568
6% 7/1/16 to 9/1/38	32,229		33,929
6.072% 6/1/36 (h)	4,756		4,949
6.251% 7/1/36 (h)	2,467		2,563
6.5% 11/1/10 to 10/1/36	39,341		41,693
6.628% 1/1/37 (h)	7,594		7,953
7% 4/1/11	2		2
7.5% 5/1/11 to 7/1/16	1,294		1,371
8.5% 5/1/17 to 9/1/29	163		175
9% 11/1/09 to 10/1/20	36		39
9.5% 5/1/17 to 8/1/21	213		233
9.75% 8/1/14	127		140
10% 3/1/10 to 8/1/21	15		16
11% 7/1/13 to 5/1/14	48		53
12% 8/1/13 to 3/1/15	2		2
12.5% 2/1/10 to 6/1/19	10		11
13% 8/1/10 to 6/1/15	4		5
			390,408
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Government National Mortgage Association - 4.4%
4.25% 7/20/34 (h)	$ 590		$ 603
5% 2/20/33 to 12/20/36	67,037		69,650
5% 5/19/39 (e)	500		517
5.5% 12/15/33 to 7/20/38	59,778		62,503
5.5% 5/19/39 (e)(f)	3,000		3,113
5.5% 5/19/39 (e)(f)	2,000		2,076
5.5% 5/19/39 (e)(f)	1,000		1,038
5.5% 5/19/39 (e)(f)	1,000		1,038
5.5% 5/19/39 (e)(f)	2,000		2,076
6% 6/15/09 to 1/15/36	107,127		113,006
6% 5/19/39 (e)(f)	3,000		3,128
6% 5/19/39 (e)(f)	2,000		2,085
6.5% 2/15/24 to 10/15/35	17,022		18,129
7% 10/15/26 to 8/15/32	87		94
7.5% 3/15/28 to 8/15/29	110		118
8% 6/15/18 to 12/15/23	1,093		1,166
8.5% 1/15/25	4		4
9% 12/15/09	0*		0*
9.5% 2/15/25	1		1
10.5% 4/15/14 to 1/20/18	79		89
13.5% 7/15/11	2		2
			280,436
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES (Cost $2,241,816)		2,301,543
Asset-Backed Securities - 0.4%
Small Business Administration guaranteed development participation certificates:
Series 2002-20J Class 1, 4.75% 10/1/22	5,033		5,185
Series 2002-20K Class 1, 5.08% 11/1/22	11,588		12,084
Series 2003-P10B, Class 1 5.136% 8/10/13	5,921		6,131
Series 2004-20H Class 1, 5.17% 8/1/24	3,093		3,236
TOTAL ASSET-BACKED SECURITIES (Cost $25,589)		26,636
Collateralized Mortgage Obligations - 12.0%
	Principal Amount (000s)		Value (000s)
U.S. Government Agency - 12.0%
Fannie Mae:
planned amortization class:
Series 1992-168 Class KB, 7% 10/25/22	$ 1,218		$ 1,303
Series 1993-207 Class H, 6.5% 11/25/23	17,895		19,041
Series 1993-240 Class PD, 6.25% 12/25/13	3,232		3,392
Series 1994-23:
Class PG, 6% 4/25/23	1,068		1,067
Class PZ, 6% 2/25/24	11,167		11,695
Series 1996-28 Class PK, 6.5% 7/25/25	3,354		3,581
Series 2003-28 Class KG, 5.5% 4/25/23	4,940		4,973
Series 2006-45 Class OP, 6/25/36 (j)	5,287		4,358
Series 2006-62 Class KP, 4/25/36 (j)	11,272		8,995
sequential payer:
Series 1997-41 Class J, 7.5% 6/18/27	2,348		2,565
Series 2007-115 Class BE, 4.5% 12/25/22	15,400		15,601
Series 2003-22 Class IO, 6% 4/25/33 (i)	16,090		1,648
Fannie Mae Grantor Trust planned amortization class Series 2005-81 Class PC, 5.5% 9/25/35	2,150		2,219
Fannie Mae Stripped Mortgage-Backed Securities:
sequential payer Series 377 Class 1, 10/1/36 (j)	19,841		17,939
Series 384 Class 6, 5% 7/25/37 (i)	23,551		2,430
Fannie Mae subordinate REMIC pass-thru certificates:
floater:
Series 2001-38 Class QF, 1.4175% 8/25/31 (h)	557		555
Series 2002-49 Class FB, 1.0469% 11/18/31 (h)	877		864
Series 2002-60 Class FV, 1.4375% 4/25/32 (h)	375		374
Series 2002-75 Class FA, 1.4375% 11/25/32 (h)	768		765
Series 2004-54 Class FE, 1.5875% 2/25/33 (h)	522		522
Series 2007-36:
Class FB, 0.8375% 4/25/37 (h)	34,247		33,842
Class FG, 0.8375% 4/25/37 (h)	6,783		6,704
planned amortization class:
Series 2001-68 Class QZ, 5.5% 12/25/16	5,074		5,352
Series 2003-113 Class PE, 4% 11/25/18	7,545		7,581
Series 2004-21 Class QE, 4.5% 11/25/32	1,500		1,493
Series 2005-102 Class CO, 11/25/35 (j)	5,415		4,483
Series 2006-12 Class BO, 10/25/35 (j)	24,833		20,425
Series 2006-37 Class OW, 5/25/36 (j)	5,951		5,336
sequential payer:
Series 2001-20 Class Z, 6% 5/25/31	17,844		18,863
Series 2001-46 Class ZG, 6% 9/25/31	6,463		6,805
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Government Agency - continued
Fannie Mae subordinate REMIC pass-thru certificates: - continued
sequential payer:
Series 2002-79 Class Z, 5.5% 11/25/22	$ 12,324		$ 12,802
Series 2003-84 Class JK, 4.5% 9/25/18	10,000		10,354
Series 2004-3 Class BA, 4% 7/25/17	492		505
Series 2005-117, Class JN, 4.5% 1/25/36	645		583
Series 2006-72 Class CY, 6% 8/25/26	10,215		10,919
Series 2004-19 Class AY, 4% 4/25/19	37,116		36,655
Series 2007-36:
Class GO, 4/25/37 (j)	1,083		879
Class PO, 4/25/37 (j)	2,414		1,959
Class SB, 6.1625% 4/25/37 (h)(i)(k)	31,353		3,053
Class SG, 6.1625% 4/25/37 (h)(i)(k)	14,085		1,164
Series 2007-66 Class SA, 36.975% 7/25/37 (h)(k)	4,279		5,524
Freddie Mac:
planned amortization class:
Series 2115 Class PE, 6% 1/15/14	586		615
Series 3149 Class OD, 5/15/36 (j)	29,509		23,229
sequential payer Series 2114 Class ZM, 6% 1/15/29	2,042		2,153
Freddie Mac Manufactured Housing participation certificates guaranteed:
floater Series 1686 Class FA, 1.4% 2/15/24 (h)	1,017		1,003
planned amortization class Series 1681 Class PJ, 7% 12/15/23	4,544		4,654
Freddie Mac Multi-class participation certificates guaranteed:
floater:
Series 2530 Class FE, 1.0513% 2/15/32 (h)	515		510
Series 2630 Class FL, 0.9513% 6/15/18 (h)	550		538
Series 3008 Class SM, 7/15/35 (h)	337		305
planned amortization class:
Series 1141 Class G, 9% 9/15/21	327		379
Series 1614 Class L, 6.5% 7/15/23	2,452		2,489
Series 2006-15 Class OP, 3/25/36 (j)	6,707		5,335
Series 2131 Class BG, 6% 3/15/29	42,339		44,529
Series 2356 Class GD, 6% 9/15/16	397		420
Series 2376 Class JE, 5.5% 11/15/16	2,841		2,977
Series 2381 Class OG, 5.5% 11/15/16	2,198		2,309
Series 2628 Class OE, 4.5% 6/15/18	6,815		7,020
Series 2640 Class GE, 4.5% 7/15/18	7,310		7,597
Series 2682 Class LD, 4.5% 10/15/33	777		727
Series 2802 Class OB, 6% 5/15/34	10,455		11,061
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Government Agency - continued
Freddie Mac Multi-class participation certificates guaranteed: - continued
planned amortization class:
Series 2810 Class PD, 6% 6/15/33	$ 995		$ 1,042
Series 2937 Class KC, 4.5% 2/15/20	19,686		20,335
Series 2962 Class BE, 4.5% 4/15/20	15,015		15,470
Series 3077 Class TO, 4/15/35 (j)	14,673		11,901
Series 3110 Class OP, 9/15/35 (j)	13,861		11,288
Series 3119 Class PO, 2/15/36 (j)	16,848		14,520
Series 3121 Class KO, 3/15/36 (j)	5,593		4,585
Series 3123 Class LO, 3/15/36 (j)	10,944		8,680
Series 3145 Class GO, 4/15/36 (j)	9,809		7,809
Series 3151 Class PO, 5/15/36 (j)	10,638		8,593
sequential payer:
Series 2546 Class MJ, 5.5% 3/15/23	2,861		2,963
Series 2570 Class CU, 4.5% 7/15/17	1,323		1,372
Series 2574 Class HP, 5% 2/15/18	42,150		44,547
Series 2587 Class AD, 4.71% 3/15/33	5,785		5,399
Series 2601 Class TB, 5.5% 4/15/23	869		896
Series 2611 Class CH, 4.5% 5/15/18	37,220		38,516
Series 2617 Class GW, 3.5% 6/15/16	834		832
Series 2677 Class BC, 4% 9/15/18	20,040		20,255
Series 2685 Class ND, 4% 10/15/18	9,064		9,174
Series 2729 Class GB, 5% 1/15/19	9,255		9,809
Series 2770 Class TW, 4.5% 3/15/19	19,670		19,914
Series 2773 Class HC, 4.5% 4/15/19	704		718
Series 2809 Class UA, 4% 12/15/14	944		954
Series 2860 Class CP, 4% 10/15/17	1,408		1,438
Series 2874 Class BC, 5% 10/15/19	43,000		45,527
Series 2998 Class LY, 5.5% 7/15/25	2,011		1,964
Series 3007 Class EW, 5.5% 7/15/25	8,875		9,130
Series 3013 Class VJ, 5% 1/15/14	1,509		1,579
Series 3401 Class EB, 5% 12/15/22	7,495		7,741
Series 2769 Class BU, 5% 3/15/34	5,193		5,174
Series 2863 Class DB, 4% 9/15/14	1,173		1,188
Series 2957 Class SW, 5.5488% 4/15/35 (h)(i)	22,649		1,389
Series 3002 Class SN, 6.0488% 7/15/35 (h)(i)(k)	22,683		1,712
target amortization class:
Series 2156 Class TC, 6.25% 5/15/29	7,598		8,024
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Government Agency - continued
Freddie Mac Multi-class participation certificates guaranteed: - continued
target amortization class:
Series 2877 Class JC, 5% 10/15/34	$ 1,199		$ 1,226
Ginnie Mae guaranteed REMIC pass-thru securities planned amortization class Series 1997-8 Class PE, 7.5% 5/16/27	3,712		3,972
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $726,111)		766,654

Cash Equivalents - 15.5%
	Maturity Amount (000s)
Investments in repurchase agreements in a joint trading account at:
0.15%, dated 4/30/09 due 5/1/09 (Collateralized by U.S. Government Obligations) #	158,227		158,226
0.18%, dated 4/30/09 due 5/1/09 (Collateralized by U.S. Government Obligations) # (a)	827,712		827,708
TOTAL CASH EQUIVALENTS (Cost $985,934)		985,934
TOTAL INVESTMENT PORTFOLIO - 123.8% (Cost $7,686,658)			7,878,459
NET OTHER ASSETS - (23.8)%			(1,516,079)
NET ASSETS - 100%		$ 6,362,380

Swap Agreements
	Expiration Date	Notional Amount (000s)	Value (000s)
Interest Rate Swaps
Receive quarterly a floating rate based on 3-month LIBOR and pay semi-annually a fixed rate equal to 4.64% with JPMorgan Chase, Inc.	April 2038	$ 20,000	$ (3,690)
Receive quarterly a floating rate based on 3-month LIBOR and pay semi-annually a fixed rate equal to 5.57% with Goldman Sachs	August 2017	66,000	(13,083)
Receive semi-annually a fixed rate equal to 1.6613% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.	March 2011	50,000	262
Receive semi-annually a fixed rate equal to 2.8575% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.	April 2011	24,500	679
Receive semi-annually a fixed rate equal to 4.19% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.	August 2013	70,445	5,676
Receive semi-annually a fixed rate equal to 4.42% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston	Oct. 2009	48,400	819
		$ 279,345	$ (9,337)

Legend

(a) Includes investment made with cash collateral received from securities on loan.

(b) Security or a portion of the security is on loan at period end.

(c) 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 end of the period, the value of these securities amounted to $19,705,000 or 0.3% of net assets.

(d) Under the Temporary Liquidity Guarantee Program, the Federal Deposit Insurance Corporation guarantees principal and interest in the event of payment default or bankruptcy until the earlier of maturity date of the debt or until June 30, 2012. At the end of the period these securities amounted to $256,342,000 or 4.0% of net assets.

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

(f) A portion of the security is subject to a forward commitment to sell.

(g) Security or a portion of the security has been segregated as collateral for open swap agreements. At the period end, the value of securities pledged amounted to $13,393,000.

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

(i) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool held as of the end of the period.

(j) Principal Only Strips represent the right to receive the monthly principal payments on an underlying pool of mortgage loans.

(k) Coupon is inversely indexed to a floating interest rate multiplied by a specified factor. The price may be considerably more volatile than the price of a comparable fixed rate security.

# Additional Information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty	Value (Amounts in thousands)
$158,226,000 due 5/01/09 at 0.15%
BNP Paribas Securities Corp.	$ 28,064
Barclays Capital, Inc.	4,489
Credit Suisse Securities (USA) LLC	5,831
Deutsche Bank Securities, Inc.	59,258
HSBC Securities (USA), Inc.	44,892
Mizuho Securities USA, Inc.	4,489
Societe Generale, New York Branch	11,203
	$ 158,226
$827,708,000 due 5/01/09 at 0.18%
Bank of America, NA	$ 827,708

*Amount represents less than $1,000.

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 7,878,459	$ -	$ 7,878,459	$ -
Other Financial Instruments*	$ (10,125)	$ -	$ (10,125)	$ -

*Other financial instruments include Swap Agreements and Forward Commitments.

The following is a reconciliation of assets for which Level 3 inputs were used in determining value:

(Amounts in thousands)	Investments in Securities
Beginning Balance	$ 1,454
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	(147)
Cost of Purchases	-
Proceeds of Sales	-
Amortization/Accretion	82
Transfer in/out of Level 3	(1,389)
Ending Balance	$ -

The information used in the above reconciliation represents fiscal year to date activity for any Investment Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represents either the beginning value (for transfers in), or the ending value (for transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period.

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $7,685,576,000. Net unrealized appreciation aggregated $192,883,000, of which $212,755,000 related to appreciated investment securities and $19,872,000 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund uses independent pricing services approved by the Board of Trustees to value its investments.

Debt securities, including restricted securities, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as available dealer supplied prices. Swaps are marked-to-market daily based on valuations from independent pricing services or dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value. Actual prices received at disposition may differ.

When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value calculation under these procedures may differ from published prices for the same securities.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity® Advisor Government
Income Fund
Class A
Class T
Class B
Class C
Institutional Class

April 30, 2009

Class A, Class T, Class B, Class C and
Institutional Class
are classes of
Fidelity Government Income Fund

1.847931.102

AGVT-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Net Assets

U.S. Government and Government Agency Obligations - 59.7%
	Principal Amount (000s)		Value (000s)
Other Government Related - 4.0%
Citibank NA 1.875% 5/7/12 (FDIC Guaranteed) (d)	$ 87,150		$ 86,923
Citigroup Funding, Inc. 2% 3/30/12 (FDIC Guaranteed) (d)	40,000		40,084
General Electric Capital Corp. 1.8% 3/11/11 (FDIC Guaranteed) (d)	60,000		60,473
JPMorgan Chase & Co. 1.65% 2/23/11 (FDIC Guaranteed) (d)	24,070		24,221
Morgan Stanley 3.25% 12/1/11 (FDIC Guaranteed) (d)	43,000		44,641
TOTAL OTHER GOVERNMENT RELATED			256,342
U.S. Government Agency Obligations - 28.0%
Fannie Mae:
1.375% 4/28/11	63,170		63,303
1.75% 3/23/11 (b)	167,400		169,025
1.875% 4/20/12	53,190		53,370
2.75% 3/13/14	18,880		19,091
2.875% 10/12/10	58,835		60,508
3% 7/12/10	5,500		5,633
3.25% 8/12/10 (b)	92,720		95,375
3.625% 8/15/11	22,000		23,085
4.75% 11/19/12	7,255		7,941
4.875% 5/18/12 (b)	53,750		58,644
5.125% 4/15/11 (b)	123,600		132,465
6% 5/15/11	10,130		11,108
Federal Home Loan Bank:
3.625% 9/16/11	3,000		3,147
3.625% 10/18/13 (b)	77,700		81,338
5.125% 8/14/13	1,250		1,390
Freddie Mac:
1.5% 1/7/11	13,550		13,623
2.125% 3/23/12 (b)	74,860		75,638
2.5% 4/23/14	12,390		12,371
3.25% 7/16/10 (b)	87,845		90,242
4.125% 7/12/10	2,000		2,080
4.875% 11/15/13	600		664
4.875% 6/13/18 (g)	17,225		18,956
5% 1/30/14	25,000		27,679
5% 2/16/17	41,000		44,876
5.125% 11/17/17 (b)	105,891		118,018
5.25% 7/18/11 (b)	76,930		83,324
5.75% 1/15/12	73,906		81,988
U.S. Government and Government Agency Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Government Agency Obligations - continued
Freddie Mac: - continued
6.875% 9/15/10	$ 153,000		$ 164,379
Israeli State (guaranteed by U.S. Government through Agency for International Development):
5.5% 9/18/23	110,500		121,184
6.8% 2/15/12	23,235		24,122
Overseas Private Investment Corp. U.S. Government guaranteed participation certificates:
6.77% 11/15/13	4,860		5,198
6.99% 5/21/16	17,861		20,024
Private Export Funding Corp. secured:
4.974% 8/15/13	22,940		25,368
5.66% 9/15/11 (c)	18,000		19,705
5.685% 5/15/12	24,035		26,773
6.67% 9/15/09	3,500		3,585
Tennessee Valley Authority 5.375% 4/1/56	8,429		8,315
U.S. Department of Housing and Urban Development Government guaranteed participation certificates Series 1999-A, 5.96% 8/1/09	3,940		3,997
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS			1,777,532
U.S. Treasury Obligations - 27.7%
U.S. Treasury Bonds:
3.5% 2/15/39	24,565		22,258
4.375% 2/15/38	35,860		37,687
5% 5/15/37	80,200		92,581
6.125% 11/15/27	37,365		47,226
6.125% 8/15/29	37,127		47,395
6.25% 8/15/23	53,500		66,892
6.375% 8/15/27	44,200		57,232
7.25% 5/15/16	132,937		170,502
7.5% 11/15/16	81,988		107,142
8% 11/15/21 (g)	32,294		45,827
9.125% 5/15/18	10,776		15,806
9.875% 11/15/15	47,285		68,116
U.S. Treasury Notes:
0.875% 3/31/11 (e)	5,500		5,498
0.875% 4/30/11	125,368		125,260
1.25% 11/30/10	63,983		64,465
1.375% 4/15/12	3,611		3,612
1.75% 11/15/11	22,521		22,834
U.S. Government and Government Agency Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Treasury Obligations - continued
U.S. Treasury Notes: - continued
1.875% 2/28/14	$ 5,720		$ 5,691
1.875% 4/30/14 (e)	150,909		149,780
2% 11/30/13	25,398		25,509
2.625% 4/30/16	158,450		157,757
2.75% 2/15/19	60,045		58,159
2.875% 6/30/10	92,850		95,349
3.125% 8/31/13	20,625		21,753
3.125% 9/30/13	58,130		61,300
3.375% 7/31/13	28,650		30,546
3.75% 11/15/18	25,801		27,125
4% 2/15/15	44,249		48,408
4.25% 11/15/17	27,475		30,134
4.5% 5/15/17	24,685		27,555
4.625% 8/31/11	593		641
4.625% 7/31/12	20		22
4.625% 11/15/16	8,000		9,049
4.75% 8/15/17	12,983		14,707
TOTAL U.S. TREASURY OBLIGATIONS			1,763,818
TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $3,707,208)		3,797,692
U.S. Government Agency - Mortgage Securities - 36.2%
Fannie Mae - 25.6%
3.891% 2/1/33 (h)	501		505
3.915% 7/1/35 (h)	2,144		2,172
3.994% 3/1/35 (h)	369		372
4% 9/1/13 to 6/1/20	19,584		20,053
4.295% 3/1/33 (h)	184		187
4.302% 3/1/33 (h)	233		237
4.324% 7/1/35 (h)	1,786		1,814
4.402% 7/1/35 (h)	1,992		2,023
4.432% 3/1/35 (h)	874		894
4.491% 7/1/35 (h)	227		230
4.5% 2/1/18 to 9/1/20	20,906		21,672
4.5% 5/18/24 (e)(f)	119,000		122,222
4.5% 5/18/24 (e)	1,000		1,027
4.5% 6/16/24 (e)	50,000		51,215
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Fannie Mae - continued
4.501% 10/1/33 (h)	$ 194		$ 196
4.512% 11/1/36 (h)	349		358
4.533% 11/1/33 (h)	1,246		1,286
4.544% 3/1/37 (h)	2,910		2,983
4.548% 10/1/33 (h)	407		415
4.595% 3/1/35 (h)	98		98
4.6% 10/1/33 (h)	427		430
4.647% 4/1/35 (h)	4,107		4,202
4.667% 7/1/35 (h)	862		884
4.702% 2/1/35 (h)	4,234		4,358
4.713% 8/1/33 (h)	542		551
4.715% 11/1/35 (h)	4,286		4,418
4.765% 2/1/34 (h)	157		160
4.786% 7/1/35 (h)	3,441		3,547
4.967% 7/1/34 (h)	238		241
4.987% 2/1/34 (h)	5,193		5,376
4.994% 2/1/35 (h)	3,798		3,866
5% 6/1/14 to 11/1/38	116,523		120,761
5% 5/18/24 (e)(f)	56,000		57,931
5% 5/18/24 (e)(f)	33,000		34,138
5% 5/12/39 (e)	1,000		1,029
5% 5/12/39 (e)	10,000		10,286
5% 5/12/39 (e)	21,000		21,601
5% 5/12/39 (e)(f)	9,000		9,258
5% 5/12/39 (e)(f)	1,000		1,029
5% 5/12/39 (e)(f)	1,000		1,029
5% 5/12/39 (e)(f)	1,000		1,029
5% 6/1/39 (e)	2,000		2,052
5% 6/11/39 (e)	1,000		1,026
5% 6/11/39 (e)	9,000		9,231
5.044% 1/1/37 (h)	4,815		4,943
5.075% 4/1/35 (h)	1,687		1,735
5.085% 9/1/34 (h)	539		547
5.098% 10/1/35 (h)	3,029		3,144
5.101% 3/1/35 (h)	320		324
5.15% 6/1/35 (h)	2,014		2,034
5.166% 8/1/34 (h)	4,547		4,643
5.185% 3/1/35 (h)	325		331
5.256% 5/1/35 (h)	3,988		4,153
5.31% 12/1/34 (h)	679		688
5.336% 7/1/35 (h)	1,535		1,569
5.342% 2/1/37 (h)	2,288		2,359
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Fannie Mae - continued
5.444% 8/1/36 (h)	$ 5,004		$ 5,202
5.5% 3/1/12 to 4/1/39 (f)	432,752		451,098
5.5% 5/1/39 (e)(f)	9,000		9,324
5.5% 5/12/39 (e)(f)	32,500		33,672
5.5% 5/12/39 (e)(f)	70,000		72,524
5.516% 4/1/36 (h)	3,838		3,984
5.658% 2/1/36 (h)	2,463		2,554
5.762% 3/1/36 (h)	6,528		6,779
5.823% 6/1/35 (h)	1,613		1,679
5.844% 3/1/36 (h)	6,933		7,248
5.851% 3/1/36 (h)	5,507		5,713
5.869% 5/1/36 (h)	2,266		2,358
5.884% 12/1/36 (h)	3,683		3,849
6% 4/1/12 to 8/1/37 (f)	228,760		241,135
6% 5/1/39 (e)(f)	5,000		5,228
6% 5/12/39 (e)(f)	18,000		18,820
6% 5/12/39 (e)(f)	20,000		20,911
6% 5/12/39 (e)(f)	37,000		38,685
6.003% 4/1/36 (h)	40,051		41,728
6.124% 4/1/36 (h)	3,548		3,691
6.22% 3/1/37 (h)	1,269		1,329
6.229% 5/1/36 (h)	11,610		12,099
6.247% 6/1/36 (h)	604		617
6.5% 2/1/12 to 4/1/37	31,955		33,929
6.5% 5/12/39 (e)(f)	32,000		33,896
6.5% 5/12/39 (e)	10,000		10,593
7% 7/1/13 to 7/1/32	4,444		4,823
7.5% 8/1/10 to 4/1/29	66		70
8.5% 1/1/15 to 7/1/31	408		440
9% 11/1/11 to 5/1/14	389		409
9.5% 11/15/09 to 10/1/20	489		539
11% 8/1/10	2		2
11.25% 5/1/14	5		5
11.5% 6/15/19 to 1/15/21	816		903
12.5% 8/1/15 to 3/1/16	1		1
			1,630,699
Freddie Mac - 6.2%
3.155% 2/1/34 (h)	435		440
3.479% 3/1/35 (h)	1,440		1,462
4% 5/1/19 to 11/1/20	21,105		21,588
4.305% 6/1/35 (h)	801		820
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Freddie Mac - continued
4.485% 1/1/35 (h)	$ 652		$ 665
4.486% 5/1/35 (h)	1,508		1,536
4.5% 8/1/33	3,331		3,398
4.542% 4/1/35 (h)	5,370		5,488
4.633% 4/1/35 (h)	127		130
4.718% 2/1/34 (h)	5,695		5,874
4.751% 9/1/36 (h)	2,630		2,680
4.774% 3/1/35 (h)	2,171		2,200
4.793% 2/1/36 (h)	975		1,008
5% 6/1/09 to 6/1/38	71,834		74,719
5.023% 4/1/35 (h)	523		543
5.076% 7/1/35 (h)	3,167		3,280
5.118% 6/1/35 (h)	2,141		2,219
5.257% 2/1/36 (h)	276		286
5.308% 3/1/33 (h)	93		95
5.483% 1/1/36 (h)	3,568		3,690
5.5% 8/1/14 to 7/1/36 (f)	76,582		80,106
5.5% 5/12/39 (e)(f)	23,000		23,793
5.5% 5/12/39 (e)(f)	14,000		14,483
5.5% 5/12/39 (e)(f)	37,000		38,276
5.52% 1/1/36 (h)	4,665		4,835
5.695% 10/1/35 (h)	1,040		1,092
5.832% 5/1/37 (h)	2,501		2,568
6% 7/1/16 to 9/1/38	32,229		33,929
6.072% 6/1/36 (h)	4,756		4,949
6.251% 7/1/36 (h)	2,467		2,563
6.5% 11/1/10 to 10/1/36	39,341		41,693
6.628% 1/1/37 (h)	7,594		7,953
7% 4/1/11	2		2
7.5% 5/1/11 to 7/1/16	1,294		1,371
8.5% 5/1/17 to 9/1/29	163		175
9% 11/1/09 to 10/1/20	36		39
9.5% 5/1/17 to 8/1/21	213		233
9.75% 8/1/14	127		140
10% 3/1/10 to 8/1/21	15		16
11% 7/1/13 to 5/1/14	48		53
12% 8/1/13 to 3/1/15	2		2
12.5% 2/1/10 to 6/1/19	10		11
13% 8/1/10 to 6/1/15	4		5
			390,408
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Government National Mortgage Association - 4.4%
4.25% 7/20/34 (h)	$ 590		$ 603
5% 2/20/33 to 12/20/36	67,037		69,650
5% 5/19/39 (e)	500		517
5.5% 12/15/33 to 7/20/38	59,778		62,503
5.5% 5/19/39 (e)(f)	3,000		3,113
5.5% 5/19/39 (e)(f)	2,000		2,076
5.5% 5/19/39 (e)(f)	1,000		1,038
5.5% 5/19/39 (e)(f)	1,000		1,038
5.5% 5/19/39 (e)(f)	2,000		2,076
6% 6/15/09 to 1/15/36	107,127		113,006
6% 5/19/39 (e)(f)	3,000		3,128
6% 5/19/39 (e)(f)	2,000		2,085
6.5% 2/15/24 to 10/15/35	17,022		18,129
7% 10/15/26 to 8/15/32	87		94
7.5% 3/15/28 to 8/15/29	110		118
8% 6/15/18 to 12/15/23	1,093		1,166
8.5% 1/15/25	4		4
9% 12/15/09	0*		0*
9.5% 2/15/25	1		1
10.5% 4/15/14 to 1/20/18	79		89
13.5% 7/15/11	2		2
			280,436
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES (Cost $2,241,816)		2,301,543
Asset-Backed Securities - 0.4%
Small Business Administration guaranteed development participation certificates:
Series 2002-20J Class 1, 4.75% 10/1/22	5,033		5,185
Series 2002-20K Class 1, 5.08% 11/1/22	11,588		12,084
Series 2003-P10B, Class 1 5.136% 8/10/13	5,921		6,131
Series 2004-20H Class 1, 5.17% 8/1/24	3,093		3,236
TOTAL ASSET-BACKED SECURITIES (Cost $25,589)		26,636
Collateralized Mortgage Obligations - 12.0%
	Principal Amount (000s)		Value (000s)
U.S. Government Agency - 12.0%
Fannie Mae:
planned amortization class:
Series 1992-168 Class KB, 7% 10/25/22	$ 1,218		$ 1,303
Series 1993-207 Class H, 6.5% 11/25/23	17,895		19,041
Series 1993-240 Class PD, 6.25% 12/25/13	3,232		3,392
Series 1994-23:
Class PG, 6% 4/25/23	1,068		1,067
Class PZ, 6% 2/25/24	11,167		11,695
Series 1996-28 Class PK, 6.5% 7/25/25	3,354		3,581
Series 2003-28 Class KG, 5.5% 4/25/23	4,940		4,973
Series 2006-45 Class OP, 6/25/36 (j)	5,287		4,358
Series 2006-62 Class KP, 4/25/36 (j)	11,272		8,995
sequential payer:
Series 1997-41 Class J, 7.5% 6/18/27	2,348		2,565
Series 2007-115 Class BE, 4.5% 12/25/22	15,400		15,601
Series 2003-22 Class IO, 6% 4/25/33 (i)	16,090		1,648
Fannie Mae Grantor Trust planned amortization class Series 2005-81 Class PC, 5.5% 9/25/35	2,150		2,219
Fannie Mae Stripped Mortgage-Backed Securities:
sequential payer Series 377 Class 1, 10/1/36 (j)	19,841		17,939
Series 384 Class 6, 5% 7/25/37 (i)	23,551		2,430
Fannie Mae subordinate REMIC pass-thru certificates:
floater:
Series 2001-38 Class QF, 1.4175% 8/25/31 (h)	557		555
Series 2002-49 Class FB, 1.0469% 11/18/31 (h)	877		864
Series 2002-60 Class FV, 1.4375% 4/25/32 (h)	375		374
Series 2002-75 Class FA, 1.4375% 11/25/32 (h)	768		765
Series 2004-54 Class FE, 1.5875% 2/25/33 (h)	522		522
Series 2007-36:
Class FB, 0.8375% 4/25/37 (h)	34,247		33,842
Class FG, 0.8375% 4/25/37 (h)	6,783		6,704
planned amortization class:
Series 2001-68 Class QZ, 5.5% 12/25/16	5,074		5,352
Series 2003-113 Class PE, 4% 11/25/18	7,545		7,581
Series 2004-21 Class QE, 4.5% 11/25/32	1,500		1,493
Series 2005-102 Class CO, 11/25/35 (j)	5,415		4,483
Series 2006-12 Class BO, 10/25/35 (j)	24,833		20,425
Series 2006-37 Class OW, 5/25/36 (j)	5,951		5,336
sequential payer:
Series 2001-20 Class Z, 6% 5/25/31	17,844		18,863
Series 2001-46 Class ZG, 6% 9/25/31	6,463		6,805
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Government Agency - continued
Fannie Mae subordinate REMIC pass-thru certificates: - continued
sequential payer:
Series 2002-79 Class Z, 5.5% 11/25/22	$ 12,324		$ 12,802
Series 2003-84 Class JK, 4.5% 9/25/18	10,000		10,354
Series 2004-3 Class BA, 4% 7/25/17	492		505
Series 2005-117, Class JN, 4.5% 1/25/36	645		583
Series 2006-72 Class CY, 6% 8/25/26	10,215		10,919
Series 2004-19 Class AY, 4% 4/25/19	37,116		36,655
Series 2007-36:
Class GO, 4/25/37 (j)	1,083		879
Class PO, 4/25/37 (j)	2,414		1,959
Class SB, 6.1625% 4/25/37 (h)(i)(k)	31,353		3,053
Class SG, 6.1625% 4/25/37 (h)(i)(k)	14,085		1,164
Series 2007-66 Class SA, 36.975% 7/25/37 (h)(k)	4,279		5,524
Freddie Mac:
planned amortization class:
Series 2115 Class PE, 6% 1/15/14	586		615
Series 3149 Class OD, 5/15/36 (j)	29,509		23,229
sequential payer Series 2114 Class ZM, 6% 1/15/29	2,042		2,153
Freddie Mac Manufactured Housing participation certificates guaranteed:
floater Series 1686 Class FA, 1.4% 2/15/24 (h)	1,017		1,003
planned amortization class Series 1681 Class PJ, 7% 12/15/23	4,544		4,654
Freddie Mac Multi-class participation certificates guaranteed:
floater:
Series 2530 Class FE, 1.0513% 2/15/32 (h)	515		510
Series 2630 Class FL, 0.9513% 6/15/18 (h)	550		538
Series 3008 Class SM, 7/15/35 (h)	337		305
planned amortization class:
Series 1141 Class G, 9% 9/15/21	327		379
Series 1614 Class L, 6.5% 7/15/23	2,452		2,489
Series 2006-15 Class OP, 3/25/36 (j)	6,707		5,335
Series 2131 Class BG, 6% 3/15/29	42,339		44,529
Series 2356 Class GD, 6% 9/15/16	397		420
Series 2376 Class JE, 5.5% 11/15/16	2,841		2,977
Series 2381 Class OG, 5.5% 11/15/16	2,198		2,309
Series 2628 Class OE, 4.5% 6/15/18	6,815		7,020
Series 2640 Class GE, 4.5% 7/15/18	7,310		7,597
Series 2682 Class LD, 4.5% 10/15/33	777		727
Series 2802 Class OB, 6% 5/15/34	10,455		11,061
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Government Agency - continued
Freddie Mac Multi-class participation certificates guaranteed: - continued
planned amortization class:
Series 2810 Class PD, 6% 6/15/33	$ 995		$ 1,042
Series 2937 Class KC, 4.5% 2/15/20	19,686		20,335
Series 2962 Class BE, 4.5% 4/15/20	15,015		15,470
Series 3077 Class TO, 4/15/35 (j)	14,673		11,901
Series 3110 Class OP, 9/15/35 (j)	13,861		11,288
Series 3119 Class PO, 2/15/36 (j)	16,848		14,520
Series 3121 Class KO, 3/15/36 (j)	5,593		4,585
Series 3123 Class LO, 3/15/36 (j)	10,944		8,680
Series 3145 Class GO, 4/15/36 (j)	9,809		7,809
Series 3151 Class PO, 5/15/36 (j)	10,638		8,593
sequential payer:
Series 2546 Class MJ, 5.5% 3/15/23	2,861		2,963
Series 2570 Class CU, 4.5% 7/15/17	1,323		1,372
Series 2574 Class HP, 5% 2/15/18	42,150		44,547
Series 2587 Class AD, 4.71% 3/15/33	5,785		5,399
Series 2601 Class TB, 5.5% 4/15/23	869		896
Series 2611 Class CH, 4.5% 5/15/18	37,220		38,516
Series 2617 Class GW, 3.5% 6/15/16	834		832
Series 2677 Class BC, 4% 9/15/18	20,040		20,255
Series 2685 Class ND, 4% 10/15/18	9,064		9,174
Series 2729 Class GB, 5% 1/15/19	9,255		9,809
Series 2770 Class TW, 4.5% 3/15/19	19,670		19,914
Series 2773 Class HC, 4.5% 4/15/19	704		718
Series 2809 Class UA, 4% 12/15/14	944		954
Series 2860 Class CP, 4% 10/15/17	1,408		1,438
Series 2874 Class BC, 5% 10/15/19	43,000		45,527
Series 2998 Class LY, 5.5% 7/15/25	2,011		1,964
Series 3007 Class EW, 5.5% 7/15/25	8,875		9,130
Series 3013 Class VJ, 5% 1/15/14	1,509		1,579
Series 3401 Class EB, 5% 12/15/22	7,495		7,741
Series 2769 Class BU, 5% 3/15/34	5,193		5,174
Series 2863 Class DB, 4% 9/15/14	1,173		1,188
Series 2957 Class SW, 5.5488% 4/15/35 (h)(i)	22,649		1,389
Series 3002 Class SN, 6.0488% 7/15/35 (h)(i)(k)	22,683		1,712
target amortization class:
Series 2156 Class TC, 6.25% 5/15/29	7,598		8,024
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Government Agency - continued
Freddie Mac Multi-class participation certificates guaranteed: - continued
target amortization class:
Series 2877 Class JC, 5% 10/15/34	$ 1,199		$ 1,226
Ginnie Mae guaranteed REMIC pass-thru securities planned amortization class Series 1997-8 Class PE, 7.5% 5/16/27	3,712		3,972
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $726,111)		766,654

Cash Equivalents - 15.5%
	Maturity Amount (000s)
Investments in repurchase agreements in a joint trading account at:
0.15%, dated 4/30/09 due 5/1/09 (Collateralized by U.S. Government Obligations) #	158,227		158,226
0.18%, dated 4/30/09 due 5/1/09 (Collateralized by U.S. Government Obligations) # (a)	827,712		827,708
TOTAL CASH EQUIVALENTS (Cost $985,934)		985,934
TOTAL INVESTMENT PORTFOLIO - 123.8% (Cost $7,686,658)			7,878,459
NET OTHER ASSETS - (23.8)%			(1,516,079)
NET ASSETS - 100%		$ 6,362,380

Swap Agreements
	Expiration Date	Notional Amount (000s)	Value (000s)
Interest Rate Swaps
Receive quarterly a floating rate based on 3-month LIBOR and pay semi-annually a fixed rate equal to 4.64% with JPMorgan Chase, Inc.	April 2038	$ 20,000	$ (3,690)
Receive quarterly a floating rate based on 3-month LIBOR and pay semi-annually a fixed rate equal to 5.57% with Goldman Sachs	August 2017	66,000	(13,083)
Receive semi-annually a fixed rate equal to 1.6613% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.	March 2011	50,000	262
Receive semi-annually a fixed rate equal to 2.8575% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.	April 2011	24,500	679
Receive semi-annually a fixed rate equal to 4.19% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.	August 2013	70,445	5,676
Receive semi-annually a fixed rate equal to 4.42% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston	Oct. 2009	48,400	819
		$ 279,345	$ (9,337)

Legend

(a) Includes investment made with cash collateral received from securities on loan.

(b) Security or a portion of the security is on loan at period end.

(c) 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 end of the period, the value of these securities amounted to $19,705,000 or 0.3% of net assets.

(d) Under the Temporary Liquidity Guarantee Program, the Federal Deposit Insurance Corporation guarantees principal and interest in the event of payment default or bankruptcy until the earlier of maturity date of the debt or until June 30, 2012. At the end of the period these securities amounted to $256,342,000 or 4.0% of net assets.

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

(f) A portion of the security is subject to a forward commitment to sell.

(g) Security or a portion of the security has been segregated as collateral for open swap agreements. At the period end, the value of securities pledged amounted to $13,393,000.

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

(i) Security represents right to receive monthly interest payments on an underlying pool of mortgages or assets. Principal shown is the outstanding par amount of the pool held as of the end of the period.

(j) Principal Only Strips represent the right to receive the monthly principal payments on an underlying pool of mortgage loans.

(k) Coupon is inversely indexed to a floating interest rate multiplied by a specified factor. The price may be considerably more volatile than the price of a comparable fixed rate security.

# Additional Information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty	Value (Amounts in thousands)
$158,226,000 due 5/01/09 at 0.15%
BNP Paribas Securities Corp.	$ 28,064
Barclays Capital, Inc.	4,489
Credit Suisse Securities (USA) LLC	5,831
Deutsche Bank Securities, Inc.	59,258
HSBC Securities (USA), Inc.	44,892
Mizuho Securities USA, Inc.	4,489
Societe Generale, New York Branch	11,203
	$ 158,226
$827,708,000 due 5/01/09 at 0.18%
Bank of America, NA	$ 827,708

*Amount represents less than $1,000.

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 7,878,459	$ -	$ 7,878,459	$ -
Other Financial Instruments*	$ (10,125)	$ -	$ (10,125)	$ -

*Other financial instruments include Swap Agreements and Forward Commitments.

The following is a reconciliation of assets for which Level 3 inputs were used in determining value:

(Amounts in thousands)	Investments in Securities
Beginning Balance	$ 1,454
Total Realized Gain (Loss)	-
Total Unrealized Gain (Loss)	(147)
Cost of Purchases	-
Proceeds of Sales	-
Amortization/Accretion	82
Transfer in/out of Level 3	(1,389)
Ending Balance	$ -

The information used in the above reconciliation represents fiscal year to date activity for any Investment Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represents either the beginning value (for transfers in), or the ending value (for transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period.

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $7,685,576,000. Net unrealized appreciation aggregated $192,883,000, of which $212,755,000 related to appreciated investment securities and $19,872,000 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund uses independent pricing services approved by the Board of Trustees to value its investments.

Debt securities, including restricted securities, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as available dealer supplied prices. Swaps are marked-to-market daily based on valuations from independent pricing services or dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value. Actual prices received at disposition may differ.

When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value calculation under these procedures may differ from published prices for the same securities.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Income Replacement 2016 Fund^SM

April 30, 2009

1.858578.101

RW16-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 33.3%
	Shares		Value
Domestic Equity Funds - 30.3%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	25,847		$ 287,166
Fidelity Disciplined Equity Fund	17,760		294,813
Fidelity Equity-Income Fund	10,178		305,130
Fidelity Large Cap Core Enhanced Index Fund	77,480		472,627
Fidelity Series 100 Index Fund	56,209		354,678
Fidelity Series Broad Market Opportunities Fund	78,145		490,753
Fidelity Series Small Cap Opportunities Fund	34,443		201,489
TOTAL DOMESTIC EQUITY FUNDS			2,406,656
International Equity Funds - 3.0%
Fidelity Advisor International Discovery Fund Institutional Class	10,433		235,149
TOTAL EQUITY FUNDS (Cost $3,941,174)		2,641,805
Fixed-Income Funds - 40.2%
High Yield Fixed-Income Funds - 1.6%
Fidelity Capital & Income Fund	10,504		65,439
Fidelity Strategic Income Fund	6,714		62,033
TOTAL HIGH YIELD FIXED-INCOME FUNDS			127,472
	Shares		Value
Investment Grade Fixed-Income Funds - 38.6%
Fidelity Government Income Fund	55,661		$ 601,135
Fidelity Strategic Real Return Fund	86,586		621,684
Fidelity Total Bond Fund	193,486		1,841,991
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			3,064,810
TOTAL FIXED-INCOME FUNDS (Cost $3,517,560)		3,192,282
Short-Term Funds - 26.5%
Fidelity Institutional Money Market Portfolio Institutional Class	1,046,902		1,046,902
Fidelity Short-Term Bond Fund	131,786		1,052,969
TOTAL SHORT-TERM FUNDS (Cost $2,159,272)		2,099,871
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $9,618,006)		$ 7,933,958

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investmen Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 7,933,958	$ 7,933,958	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $9,843,712. Net unrealized depreciation aggregated $1,909,754, of which $29,846 related to appreciated investment securities and $1,939,600 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Income Replacement 2016 Fund

Class A
Class T
Class C
Institutional Class

April 30, 2009

Class A, Class T, Class C
and Institutional Class
are classes of Fidelity Income Replacement 2016 Fund^SM

1.858554.101

ARW16-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 33.3%
	Shares		Value
Domestic Equity Funds - 30.3%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	25,847		$ 287,166
Fidelity Disciplined Equity Fund	17,760		294,813
Fidelity Equity-Income Fund	10,178		305,130
Fidelity Large Cap Core Enhanced Index Fund	77,480		472,627
Fidelity Series 100 Index Fund	56,209		354,678
Fidelity Series Broad Market Opportunities Fund	78,145		490,753
Fidelity Series Small Cap Opportunities Fund	34,443		201,489
TOTAL DOMESTIC EQUITY FUNDS			2,406,656
International Equity Funds - 3.0%
Fidelity Advisor International Discovery Fund Institutional Class	10,433		235,149
TOTAL EQUITY FUNDS (Cost $3,941,174)		2,641,805
Fixed-Income Funds - 40.2%
High Yield Fixed-Income Funds - 1.6%
Fidelity Capital & Income Fund	10,504		65,439
Fidelity Strategic Income Fund	6,714		62,033
TOTAL HIGH YIELD FIXED-INCOME FUNDS			127,472
	Shares		Value
Investment Grade Fixed-Income Funds - 38.6%
Fidelity Government Income Fund	55,661		$ 601,135
Fidelity Strategic Real Return Fund	86,586		621,684
Fidelity Total Bond Fund	193,486		1,841,991
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			3,064,810
TOTAL FIXED-INCOME FUNDS (Cost $3,517,560)		3,192,282
Short-Term Funds - 26.5%
Fidelity Institutional Money Market Portfolio Institutional Class	1,046,902		1,046,902
Fidelity Short-Term Bond Fund	131,786		1,052,969
TOTAL SHORT-TERM FUNDS (Cost $2,159,272)		2,099,871
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $9,618,006)		$ 7,933,958

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investmen Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 7,933,958	$ 7,933,958	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $9,843,712. Net unrealized depreciation aggregated $1,909,754, of which $29,846 related to appreciated investment securities and $1,939,600 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Income Replacement 2018 Fund^SM

April 30, 2009

1.858580.101

RW18-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 39.8%
	Shares		Value
Domestic Equity Funds - 35.9%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	17,709		$ 196,745
Fidelity Disciplined Equity Fund	12,130		201,364
Fidelity Equity-Income Fund	6,964		208,784
Fidelity Large Cap Core Enhanced Index Fund	52,936		322,907
Fidelity Series 100 Index Fund	38,357		242,033
Fidelity Series Broad Market Opportunities Fund	53,493		335,936
Fidelity Series Small Cap Opportunities Fund	23,606		138,094
TOTAL DOMESTIC EQUITY FUNDS			1,645,863
International Equity Funds - 3.9%
Fidelity Advisor International Discovery Fund Institutional Class	7,997		180,245
TOTAL EQUITY FUNDS (Cost $2,776,495)		1,826,108
Fixed-Income Funds - 38.4%
High Yield Fixed-Income Funds - 2.8%
Fidelity Capital & Income Fund	10,677		66,516
Fidelity Strategic Income Fund	6,903		63,780
TOTAL HIGH YIELD FIXED-INCOME FUNDS			130,296
	Shares		Value
Investment Grade Fixed-Income Funds - 35.6%
Fidelity Government Income Fund	29,600		$ 319,679
Fidelity Strategic Real Return Fund	46,030		330,492
Fidelity Total Bond Fund	103,015		980,701
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			1,630,872
TOTAL FIXED-INCOME FUNDS (Cost $1,950,493)		1,761,168
Short-Term Funds - 21.8%
Fidelity Institutional Money Market Portfolio Institutional Class	496,862		496,862
Fidelity Short-Term Bond Fund	62,766		501,503
TOTAL SHORT-TERM FUNDS (Cost $1,026,418)		998,365
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $5,753,406)		$ 4,585,641

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 4,585,641	$ 4,585,641	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $5,971,698. Net unrealized depreciation aggregated $1,386,057, of which $15,127 related to appreciated investment securities and $1,401,184 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Income Replacement 2018 Fund

Class A
Class T
Class C
Institutional Class

April 30, 2009

Class A, Class T, Class C
and Institutional Class
are classes of Fidelity Income Replacement 2018 Fund^SM

1.858556.101

ARW18-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 39.8%
	Shares		Value
Domestic Equity Funds - 35.9%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	17,709		$ 196,745
Fidelity Disciplined Equity Fund	12,130		201,364
Fidelity Equity-Income Fund	6,964		208,784
Fidelity Large Cap Core Enhanced Index Fund	52,936		322,907
Fidelity Series 100 Index Fund	38,357		242,033
Fidelity Series Broad Market Opportunities Fund	53,493		335,936
Fidelity Series Small Cap Opportunities Fund	23,606		138,094
TOTAL DOMESTIC EQUITY FUNDS			1,645,863
International Equity Funds - 3.9%
Fidelity Advisor International Discovery Fund Institutional Class	7,997		180,245
TOTAL EQUITY FUNDS (Cost $2,776,495)		1,826,108
Fixed-Income Funds - 38.4%
High Yield Fixed-Income Funds - 2.8%
Fidelity Capital & Income Fund	10,677		66,516
Fidelity Strategic Income Fund	6,903		63,780
TOTAL HIGH YIELD FIXED-INCOME FUNDS			130,296
	Shares		Value
Investment Grade Fixed-Income Funds - 35.6%
Fidelity Government Income Fund	29,600		$ 319,679
Fidelity Strategic Real Return Fund	46,030		330,492
Fidelity Total Bond Fund	103,015		980,701
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			1,630,872
TOTAL FIXED-INCOME FUNDS (Cost $1,950,493)		1,761,168
Short-Term Funds - 21.8%
Fidelity Institutional Money Market Portfolio Institutional Class	496,862		496,862
Fidelity Short-Term Bond Fund	62,766		501,503
TOTAL SHORT-TERM FUNDS (Cost $1,026,418)		998,365
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $5,753,406)		$ 4,585,641

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 4,585,641	$ 4,585,641	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $5,971,698. Net unrealized depreciation aggregated $1,386,057, of which $15,127 related to appreciated investment securities and $1,401,184 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Income Replacement 2020 Fund^SM

April 30, 2009

1.858583.101

RW20-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 44.9%
	Shares		Value
Domestic Equity Funds - 40.0%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	10,310		$ 114,539
Fidelity Disciplined Equity Fund	7,021		116,550
Fidelity Equity-Income Fund	4,047		121,326
Fidelity Large Cap Core Enhanced Index Fund	30,657		187,005
Fidelity Series 100 Index Fund	22,208		140,134
Fidelity Series Broad Market Opportunities Fund	31,128		195,481
Fidelity Series Small Cap Opportunities Fund	13,763		80,514
TOTAL DOMESTIC EQUITY FUNDS			955,549
International Equity Funds - 4.9%
Fidelity Advisor International Discovery Fund Institutional Class	5,160		116,313
TOTAL EQUITY FUNDS (Cost $1,417,244)		1,071,862
Fixed-Income Funds - 36.8%
High Yield Fixed-Income Funds - 3.6%
Fidelity Capital & Income Fund	7,095		44,204
Fidelity Strategic Income Fund	4,550		42,040
TOTAL HIGH YIELD FIXED-INCOME FUNDS			86,244
	Shares		Value
Investment Grade Fixed-Income Funds - 33.2%
Fidelity Government Income Fund	14,354		$ 155,019
Fidelity Strategic Real Return Fund	22,402		160,843
Fidelity Total Bond Fund	50,076		476,719
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			792,581
TOTAL FIXED-INCOME FUNDS (Cost $947,454)		878,825
Short-Term Funds - 18.3%
Fidelity Institutional Money Market Portfolio Institutional Class	218,078		218,078
Fidelity Short-Term Bond Fund	27,536		220,015
TOTAL SHORT-TERM FUNDS (Cost $448,065)		438,093
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $2,812,763)		$ 2,388,780

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 2,388,780	$ 2,388,780	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $2,945,035. Net unrealized depreciation aggregated $556,255, of which $11,716 related to appreciated investment securities and $567,971 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Income Replacement 2020 Fund

Class A
Class T
Class C
Institutional Class

April 30, 2009

Class A, Class T, Class C
and Institutional Class
are classes of Fidelity Income Replacement 2020 Fund^SM

1.858558.101

ARW20-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 44.9%
	Shares		Value
Domestic Equity Funds - 40.0%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	10,310		$ 114,539
Fidelity Disciplined Equity Fund	7,021		116,550
Fidelity Equity-Income Fund	4,047		121,326
Fidelity Large Cap Core Enhanced Index Fund	30,657		187,005
Fidelity Series 100 Index Fund	22,208		140,134
Fidelity Series Broad Market Opportunities Fund	31,128		195,481
Fidelity Series Small Cap Opportunities Fund	13,763		80,514
TOTAL DOMESTIC EQUITY FUNDS			955,549
International Equity Funds - 4.9%
Fidelity Advisor International Discovery Fund Institutional Class	5,160		116,313
TOTAL EQUITY FUNDS (Cost $1,417,244)		1,071,862
Fixed-Income Funds - 36.8%
High Yield Fixed-Income Funds - 3.6%
Fidelity Capital & Income Fund	7,095		44,204
Fidelity Strategic Income Fund	4,550		42,040
TOTAL HIGH YIELD FIXED-INCOME FUNDS			86,244
	Shares		Value
Investment Grade Fixed-Income Funds - 33.2%
Fidelity Government Income Fund	14,354		$ 155,019
Fidelity Strategic Real Return Fund	22,402		160,843
Fidelity Total Bond Fund	50,076		476,719
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			792,581
TOTAL FIXED-INCOME FUNDS (Cost $947,454)		878,825
Short-Term Funds - 18.3%
Fidelity Institutional Money Market Portfolio Institutional Class	218,078		218,078
Fidelity Short-Term Bond Fund	27,536		220,015
TOTAL SHORT-TERM FUNDS (Cost $448,065)		438,093
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $2,812,763)		$ 2,388,780

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 2,388,780	$ 2,388,780	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $2,945,035. Net unrealized depreciation aggregated $556,255, of which $11,716 related to appreciated investment securities and $567,971 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Income Replacement 2022 Fund^SM

April 30, 2009

1.858586.101

RW22-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 48.3%
	Shares		Value
Domestic Equity Funds - 42.6%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	12,357		$ 137,284
Fidelity Disciplined Equity Fund	8,377		139,057
Fidelity Equity-Income Fund	4,850		145,392
Fidelity Large Cap Core Enhanced Index Fund	36,577		223,118
Fidelity Series 100 Index Fund	26,551		167,534
Fidelity Series Broad Market Opportunities Fund	37,383		234,765
Fidelity Series Small Cap Opportunities Fund	16,562		96,886
TOTAL DOMESTIC EQUITY FUNDS			1,144,036
International Equity Funds - 5.7%
Fidelity Advisor International Discovery Fund Institutional Class	6,774		152,689
TOTAL EQUITY FUNDS (Cost $1,993,188)		1,296,725
Fixed-Income Funds - 35.6%
High Yield Fixed-Income Funds - 4.1%
Fidelity Capital & Income Fund	9,036		56,295
Fidelity Strategic Income Fund	5,839		53,955
TOTAL HIGH YIELD FIXED-INCOME FUNDS			110,250
	Shares		Value
Investment Grade Fixed-Income Funds - 31.5%
Fidelity Government Income Fund	15,376		$ 166,064
Fidelity Strategic Real Return Fund	23,863		171,333
Fidelity Total Bond Fund	53,566		509,945
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			847,342
TOTAL FIXED-INCOME FUNDS (Cost $1,073,040)		957,592
Short-Term Funds - 16.1%
Fidelity Institutional Money Market Portfolio Institutional Class	215,881		215,881
Fidelity Short-Term Bond Fund	27,231		217,575
TOTAL SHORT-TERM FUNDS (Cost $447,652)		433,456
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $3,513,880)		$ 2,687,773

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 2,687,773	$ 2,687,773	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $3,671,082. Net unrealized depreciation aggregated $983,309, of which $8,214 related to appreciated investment securities and $991,523 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Income Replacement 2022 Fund

Class A
Class T
Class C
Institutional Class

April 30, 2009

Class A, Class T, Class C
and Institutional Class
are classes of Fidelity Income Replacement 2022 Fund^SM

1.858561.101

ARW22-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 48.3%
	Shares		Value
Domestic Equity Funds - 42.6%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	12,357		$ 137,284
Fidelity Disciplined Equity Fund	8,377		139,057
Fidelity Equity-Income Fund	4,850		145,392
Fidelity Large Cap Core Enhanced Index Fund	36,577		223,118
Fidelity Series 100 Index Fund	26,551		167,534
Fidelity Series Broad Market Opportunities Fund	37,383		234,765
Fidelity Series Small Cap Opportunities Fund	16,562		96,886
TOTAL DOMESTIC EQUITY FUNDS			1,144,036
International Equity Funds - 5.7%
Fidelity Advisor International Discovery Fund Institutional Class	6,774		152,689
TOTAL EQUITY FUNDS (Cost $1,993,188)		1,296,725
Fixed-Income Funds - 35.6%
High Yield Fixed-Income Funds - 4.1%
Fidelity Capital & Income Fund	9,036		56,295
Fidelity Strategic Income Fund	5,839		53,955
TOTAL HIGH YIELD FIXED-INCOME FUNDS			110,250
	Shares		Value
Investment Grade Fixed-Income Funds - 31.5%
Fidelity Government Income Fund	15,376		$ 166,064
Fidelity Strategic Real Return Fund	23,863		171,333
Fidelity Total Bond Fund	53,566		509,945
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			847,342
TOTAL FIXED-INCOME FUNDS (Cost $1,073,040)		957,592
Short-Term Funds - 16.1%
Fidelity Institutional Money Market Portfolio Institutional Class	215,881		215,881
Fidelity Short-Term Bond Fund	27,231		217,575
TOTAL SHORT-TERM FUNDS (Cost $447,652)		433,456
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $3,513,880)		$ 2,687,773

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 2,687,773	$ 2,687,773	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $3,671,082. Net unrealized depreciation aggregated $983,309, of which $8,214 related to appreciated investment securities and $991,523 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Income Replacement 2024 Fund^SM

April 30, 2009

1.858588.101

RW24-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 50.8%
	Shares		Value
Domestic Equity Funds - 44.3%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	5,555		$ 61,721
Fidelity Disciplined Equity Fund	3,786		62,847
Fidelity Equity-Income Fund	2,186		65,528
Fidelity Large Cap Core Enhanced Index Fund	16,535		100,861
Fidelity Series 100 Index Fund	11,968		75,515
Fidelity Series Broad Market Opportunities Fund	16,782		105,388
Fidelity Series Small Cap Opportunities Fund	7,416		43,382
TOTAL DOMESTIC EQUITY FUNDS			515,242
International Equity Funds - 6.5%
Fidelity Advisor International Discovery Fund Institutional Class	3,362		75,782
TOTAL EQUITY FUNDS (Cost $877,892)		591,024
Fixed-Income Funds - 34.3%
High Yield Fixed-Income Funds - 4.4%
Fidelity Capital & Income Fund	4,273		26,620
Fidelity Strategic Income Fund	2,751		25,423
TOTAL HIGH YIELD FIXED-INCOME FUNDS			52,043
	Shares		Value
Investment Grade Fixed-Income Funds - 29.9%
Fidelity Government Income Fund	6,294		$ 67,972
Fidelity Strategic Real Return Fund	9,822		70,524
Fidelity Total Bond Fund	21,999		209,432
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			347,928
TOTAL FIXED-INCOME FUNDS (Cost $446,214)		399,971
Short-Term Funds - 14.9%
Fidelity Institutional Money Market Portfolio Institutional Class	86,175		86,175
Fidelity Short-Term Bond Fund	10,872		86,864
TOTAL SHORT-TERM FUNDS (Cost $178,177)		173,039
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $1,502,283)		$ 1,164,034

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 1,164,034	$ 1,164,034	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $1,547,626. Net unrealized depreciation aggregated $383,592, of which $3,300 related to appreciated investment securities and $386,892 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Income Replacement 2024 Fund

Class A
Class T
Class C
Institutional Class

April 30, 2009

Class A, Class T, Class C
and Institutional Class
are classes of Fidelity Income Replacement 2024 Fund^SM

1.858563.101

ARW24-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 50.8%
	Shares		Value
Domestic Equity Funds - 44.3%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	5,555		$ 61,721
Fidelity Disciplined Equity Fund	3,786		62,847
Fidelity Equity-Income Fund	2,186		65,528
Fidelity Large Cap Core Enhanced Index Fund	16,535		100,861
Fidelity Series 100 Index Fund	11,968		75,515
Fidelity Series Broad Market Opportunities Fund	16,782		105,388
Fidelity Series Small Cap Opportunities Fund	7,416		43,382
TOTAL DOMESTIC EQUITY FUNDS			515,242
International Equity Funds - 6.5%
Fidelity Advisor International Discovery Fund Institutional Class	3,362		75,782
TOTAL EQUITY FUNDS (Cost $877,892)		591,024
Fixed-Income Funds - 34.3%
High Yield Fixed-Income Funds - 4.4%
Fidelity Capital & Income Fund	4,273		26,620
Fidelity Strategic Income Fund	2,751		25,423
TOTAL HIGH YIELD FIXED-INCOME FUNDS			52,043
	Shares		Value
Investment Grade Fixed-Income Funds - 29.9%
Fidelity Government Income Fund	6,294		$ 67,972
Fidelity Strategic Real Return Fund	9,822		70,524
Fidelity Total Bond Fund	21,999		209,432
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			347,928
TOTAL FIXED-INCOME FUNDS (Cost $446,214)		399,971
Short-Term Funds - 14.9%
Fidelity Institutional Money Market Portfolio Institutional Class	86,175		86,175
Fidelity Short-Term Bond Fund	10,872		86,864
TOTAL SHORT-TERM FUNDS (Cost $178,177)		173,039
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $1,502,283)		$ 1,164,034

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 1,164,034	$ 1,164,034	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $1,547,626. Net unrealized depreciation aggregated $383,592, of which $3,300 related to appreciated investment securities and $386,892 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Income Replacement 2026 Fund^SM

April 30, 2009

1.858590.101

RW26-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 52.8%
	Shares		Value
Domestic Equity Funds - 45.6%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	3,667		$ 40,737
Fidelity Disciplined Equity Fund	2,435		40,426
Fidelity Equity-Income Fund	1,405		42,114
Fidelity Large Cap Core Enhanced Index Fund	10,576		64,514
Fidelity Series 100 Index Fund	7,633		48,163
Fidelity Series Broad Market Opportunities Fund	11,025		69,238
Fidelity Series Small Cap Opportunities Fund	4,876		28,523
TOTAL DOMESTIC EQUITY FUNDS			333,715
International Equity Funds - 7.2%
Fidelity Advisor International Discovery Fund Institutional Class	2,342		52,781
TOTAL EQUITY FUNDS (Cost $599,584)		386,496
Fixed-Income Funds - 34.2%
High Yield Fixed-Income Funds - 4.9%
Fidelity Capital & Income Fund	2,938		18,305
Fidelity Strategic Income Fund	1,888		17,441
TOTAL HIGH YIELD FIXED-INCOME FUNDS			35,746
	Shares		Value
Investment Grade Fixed-Income Funds - 29.3%
Fidelity Government Income Fund	3,887		$ 41,983
Fidelity Strategic Real Return Fund	6,015		43,190
Fidelity Total Bond Fund	13,557		129,063
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			214,236
TOTAL FIXED-INCOME FUNDS (Cost $279,919)		249,982
Short-Term Funds - 13.0%
Fidelity Institutional Money Market Portfolio Institutional Class	45,065		45,065
Fidelity Short-Term Bond Fund	6,261		50,023
TOTAL SHORT-TERM FUNDS (Cost $98,592)		95,088
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $978,095)		$ 731,566

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 731,566	$ 731,566	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $1,002,781. Net unrealized depreciation aggregated $271,215, of which $2,332 related to appreciated investment securities and $273,547 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Income Replacement 2026 Fund

Class A
Class T
Class C
Institutional Class

April 30, 2009

Class A, Class T, Class C
and Institutional Class
are classes of Fidelity Income Replacement 2026 Fund^SM

1.858565.101

ARW26-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 52.8%
	Shares		Value
Domestic Equity Funds - 45.6%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	3,667		$ 40,737
Fidelity Disciplined Equity Fund	2,435		40,426
Fidelity Equity-Income Fund	1,405		42,114
Fidelity Large Cap Core Enhanced Index Fund	10,576		64,514
Fidelity Series 100 Index Fund	7,633		48,163
Fidelity Series Broad Market Opportunities Fund	11,025		69,238
Fidelity Series Small Cap Opportunities Fund	4,876		28,523
TOTAL DOMESTIC EQUITY FUNDS			333,715
International Equity Funds - 7.2%
Fidelity Advisor International Discovery Fund Institutional Class	2,342		52,781
TOTAL EQUITY FUNDS (Cost $599,584)		386,496
Fixed-Income Funds - 34.2%
High Yield Fixed-Income Funds - 4.9%
Fidelity Capital & Income Fund	2,938		18,305
Fidelity Strategic Income Fund	1,888		17,441
TOTAL HIGH YIELD FIXED-INCOME FUNDS			35,746
	Shares		Value
Investment Grade Fixed-Income Funds - 29.3%
Fidelity Government Income Fund	3,887		$ 41,983
Fidelity Strategic Real Return Fund	6,015		43,190
Fidelity Total Bond Fund	13,557		129,063
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			214,236
TOTAL FIXED-INCOME FUNDS (Cost $279,919)		249,982
Short-Term Funds - 13.0%
Fidelity Institutional Money Market Portfolio Institutional Class	45,065		45,065
Fidelity Short-Term Bond Fund	6,261		50,023
TOTAL SHORT-TERM FUNDS (Cost $98,592)		95,088
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $978,095)		$ 731,566

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 731,566	$ 731,566	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $1,002,781. Net unrealized depreciation aggregated $271,215, of which $2,332 related to appreciated investment securities and $273,547 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Income Replacement 2028 Fund^SM

April 30, 2009

1.858592.101

RW28-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 54.7%
	Shares		Value
Domestic Equity Funds - 46.6%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	30,408		$ 337,835
Fidelity Disciplined Equity Fund	20,606		342,056
Fidelity Equity-Income Fund	11,916		357,257
Fidelity Large Cap Core Enhanced Index Fund	89,810		547,841
Fidelity Series 100 Index Fund	64,991		410,090
Fidelity Series Broad Market Opportunities Fund	91,948		577,436
Fidelity Series Small Cap Opportunities Fund	40,673		237,937
TOTAL DOMESTIC EQUITY FUNDS			2,810,452
International Equity Funds - 8.1%
Fidelity Advisor International Discovery Fund Institutional Class	21,650		487,985
TOTAL EQUITY FUNDS (Cost $4,803,593)		3,298,437
Fixed-Income Funds - 32.8%
High Yield Fixed-Income Funds - 5.1%
Fidelity Capital & Income Fund	25,079		156,244
Fidelity Strategic Income Fund	16,061		148,401
TOTAL HIGH YIELD FIXED-INCOME FUNDS			304,645
	Shares		Value
Investment Grade Fixed-Income Funds - 27.7%
Fidelity Government Income Fund	30,266		$ 326,877
Fidelity Strategic Real Return Fund	47,271		339,407
Fidelity Total Bond Fund	105,693		1,006,198
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			1,672,482
TOTAL FIXED-INCOME FUNDS (Cost $2,203,089)		1,977,127
Short-Term Funds - 12.5%
Fidelity Institutional Money Market Portfolio Institutional Class	375,037		375,037
Fidelity Short-Term Bond Fund	47,321		378,098
TOTAL SHORT-TERM FUNDS (Cost $773,759)		753,135
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $7,780,441)		$ 6,028,699

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 6,028,699	$ 6,028,699	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $8,006,369. Net unrealized depreciation aggregated $1,977,670, of which $15,443 related to appreciated investment securities and $1,993,113 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Income Replacement 2028 Fund

Class A
Class T
Class C
Institutional Class

April 30, 2009

Class A, Class T, Class C
and Institutional Class
are classes of Fidelity Income Replacement 2028 Fund^SM

1.858567.101

ARW28-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 54.7%
	Shares		Value
Domestic Equity Funds - 46.6%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	30,408		$ 337,835
Fidelity Disciplined Equity Fund	20,606		342,056
Fidelity Equity-Income Fund	11,916		357,257
Fidelity Large Cap Core Enhanced Index Fund	89,810		547,841
Fidelity Series 100 Index Fund	64,991		410,090
Fidelity Series Broad Market Opportunities Fund	91,948		577,436
Fidelity Series Small Cap Opportunities Fund	40,673		237,937
TOTAL DOMESTIC EQUITY FUNDS			2,810,452
International Equity Funds - 8.1%
Fidelity Advisor International Discovery Fund Institutional Class	21,650		487,985
TOTAL EQUITY FUNDS (Cost $4,803,593)		3,298,437
Fixed-Income Funds - 32.8%
High Yield Fixed-Income Funds - 5.1%
Fidelity Capital & Income Fund	25,079		156,244
Fidelity Strategic Income Fund	16,061		148,401
TOTAL HIGH YIELD FIXED-INCOME FUNDS			304,645
	Shares		Value
Investment Grade Fixed-Income Funds - 27.7%
Fidelity Government Income Fund	30,266		$ 326,877
Fidelity Strategic Real Return Fund	47,271		339,407
Fidelity Total Bond Fund	105,693		1,006,198
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			1,672,482
TOTAL FIXED-INCOME FUNDS (Cost $2,203,089)		1,977,127
Short-Term Funds - 12.5%
Fidelity Institutional Money Market Portfolio Institutional Class	375,037		375,037
Fidelity Short-Term Bond Fund	47,321		378,098
TOTAL SHORT-TERM FUNDS (Cost $773,759)		753,135
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $7,780,441)		$ 6,028,699

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 6,028,699	$ 6,028,699	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $8,006,369. Net unrealized depreciation aggregated $1,977,670, of which $15,443 related to appreciated investment securities and $1,993,113 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Income Replacement 2030 Fund^SM

April 30, 2009

1.858594.101

RW30-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 56.2%
	Shares		Value
Domestic Equity Funds - 47.4%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	3,107		$ 34,521
Fidelity Disciplined Equity Fund	2,112		35,062
Fidelity Equity-Income Fund	1,222		36,650
Fidelity Large Cap Core Enhanced Index Fund	9,213		56,198
Fidelity Series 100 Index Fund	6,658		42,015
Fidelity Series Broad Market Opportunities Fund	9,411		59,103
Fidelity Series Small Cap Opportunities Fund	4,170		24,394
TOTAL DOMESTIC EQUITY FUNDS			287,943
International Equity Funds - 8.8%
Fidelity Advisor International Discovery Fund Institutional Class	2,387		53,811
TOTAL EQUITY FUNDS (Cost $521,815)		341,754
Fixed-Income Funds - 32.3%
High Yield Fixed-Income Funds - 5.3%
Fidelity Capital & Income Fund	2,634		16,409
Fidelity Strategic Income Fund	1,693		15,644
TOTAL HIGH YIELD FIXED-INCOME FUNDS			32,053
	Shares		Value
Investment Grade Fixed-Income Funds - 27.0%
Fidelity Government Income Fund	2,969		$ 32,068
Fidelity Strategic Real Return Fund	4,625		33,207
Fidelity Total Bond Fund	10,367		98,691
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			163,966
TOTAL FIXED-INCOME FUNDS (Cost $221,189)		196,019
Short-Term Funds - 11.5%
Fidelity Institutional Money Market Portfolio Institutional Class	34,761		34,761
Fidelity Short-Term Bond Fund	4,388		35,060
TOTAL SHORT-TERM FUNDS (Cost $71,552)		69,821
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $814,556)		$ 607,594

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 607,594	$ 607,594	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $846,713. Net unrealized depreciation aggregated $239,119, of which $1,800 related to appreciated investment securities and $240,919 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Income Replacement 2030 Fund

Class A
Class T
Class C
Institutional Class

April 30, 2009

Class A, Class T, Class C
and Institutional Class
are classes of Fidelity Income Replacement 2030 Fund^SM

1.858570.101

ARW30-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 56.2%
	Shares		Value
Domestic Equity Funds - 47.4%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	3,107		$ 34,521
Fidelity Disciplined Equity Fund	2,112		35,062
Fidelity Equity-Income Fund	1,222		36,650
Fidelity Large Cap Core Enhanced Index Fund	9,213		56,198
Fidelity Series 100 Index Fund	6,658		42,015
Fidelity Series Broad Market Opportunities Fund	9,411		59,103
Fidelity Series Small Cap Opportunities Fund	4,170		24,394
TOTAL DOMESTIC EQUITY FUNDS			287,943
International Equity Funds - 8.8%
Fidelity Advisor International Discovery Fund Institutional Class	2,387		53,811
TOTAL EQUITY FUNDS (Cost $521,815)		341,754
Fixed-Income Funds - 32.3%
High Yield Fixed-Income Funds - 5.3%
Fidelity Capital & Income Fund	2,634		16,409
Fidelity Strategic Income Fund	1,693		15,644
TOTAL HIGH YIELD FIXED-INCOME FUNDS			32,053
	Shares		Value
Investment Grade Fixed-Income Funds - 27.0%
Fidelity Government Income Fund	2,969		$ 32,068
Fidelity Strategic Real Return Fund	4,625		33,207
Fidelity Total Bond Fund	10,367		98,691
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			163,966
TOTAL FIXED-INCOME FUNDS (Cost $221,189)		196,019
Short-Term Funds - 11.5%
Fidelity Institutional Money Market Portfolio Institutional Class	34,761		34,761
Fidelity Short-Term Bond Fund	4,388		35,060
TOTAL SHORT-TERM FUNDS (Cost $71,552)		69,821
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $814,556)		$ 607,594

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 607,594	$ 607,594	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $846,713. Net unrealized depreciation aggregated $239,119, of which $1,800 related to appreciated investment securities and $240,919 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Income Replacement 2032 Fund^SM

April 30, 2009

1.858596.101

RW32-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 57.8%
	Shares		Value
Domestic Equity Funds - 48.1%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	3,778		$ 41,972
Fidelity Disciplined Equity Fund	2,555		42,409
Fidelity Equity-Income Fund	1,479		44,353
Fidelity Large Cap Core Enhanced Index Fund	11,147		67,995
Fidelity Series 100 Index Fund	8,062		50,874
Fidelity Series Broad Market Opportunities Fund	11,430		71,778
Fidelity Series Small Cap Opportunities Fund	5,057		29,585
TOTAL DOMESTIC EQUITY FUNDS			348,966
International Equity Funds - 9.7%
Fidelity Advisor International Discovery Fund Institutional Class	3,118		70,272
TOTAL EQUITY FUNDS (Cost $654,470)		419,238
Fixed-Income Funds - 32.3%
High Yield Fixed-Income Funds - 5.6%
Fidelity Capital & Income Fund	3,311		20,630
Fidelity Strategic Income Fund	2,124		19,630
TOTAL HIGH YIELD FIXED-INCOME FUNDS			40,260
	Shares		Value
Investment Grade Fixed-Income Funds - 26.7%
Fidelity Government Income Fund	3,506		$ 37,864
Fidelity Strategic Real Return Fund	5,449		39,126
Fidelity Total Bond Fund	12,273		116,834
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			193,824
TOTAL FIXED-INCOME FUNDS (Cost $264,098)		234,084
Short-Term Funds - 9.9%
Fidelity Institutional Money Market Portfolio Institutional Class	35,744		35,744
Fidelity Short-Term Bond Fund	4,549		36,345
TOTAL SHORT-TERM FUNDS (Cost $74,237)		72,089
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $992,805)		$ 725,411

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 725,411	$ 725,411	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $1,052,653. Net unrealized depreciation aggregated $327,242, of which $2,146 related to appreciated investment securities and $329,388 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Income Replacement 2032 Fund

Class A
Class T
Class C
Institutional Class

April 30, 2009

Class A, Class T, Class C
and Institutional Class
are classes of Fidelity Income Replacement 2032 Fund^SM

1.858572.101

ARW32-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 57.8%
	Shares		Value
Domestic Equity Funds - 48.1%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	3,778		$ 41,972
Fidelity Disciplined Equity Fund	2,555		42,409
Fidelity Equity-Income Fund	1,479		44,353
Fidelity Large Cap Core Enhanced Index Fund	11,147		67,995
Fidelity Series 100 Index Fund	8,062		50,874
Fidelity Series Broad Market Opportunities Fund	11,430		71,778
Fidelity Series Small Cap Opportunities Fund	5,057		29,585
TOTAL DOMESTIC EQUITY FUNDS			348,966
International Equity Funds - 9.7%
Fidelity Advisor International Discovery Fund Institutional Class	3,118		70,272
TOTAL EQUITY FUNDS (Cost $654,470)		419,238
Fixed-Income Funds - 32.3%
High Yield Fixed-Income Funds - 5.6%
Fidelity Capital & Income Fund	3,311		20,630
Fidelity Strategic Income Fund	2,124		19,630
TOTAL HIGH YIELD FIXED-INCOME FUNDS			40,260
	Shares		Value
Investment Grade Fixed-Income Funds - 26.7%
Fidelity Government Income Fund	3,506		$ 37,864
Fidelity Strategic Real Return Fund	5,449		39,126
Fidelity Total Bond Fund	12,273		116,834
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			193,824
TOTAL FIXED-INCOME FUNDS (Cost $264,098)		234,084
Short-Term Funds - 9.9%
Fidelity Institutional Money Market Portfolio Institutional Class	35,744		35,744
Fidelity Short-Term Bond Fund	4,549		36,345
TOTAL SHORT-TERM FUNDS (Cost $74,237)		72,089
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $992,805)		$ 725,411

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 725,411	$ 725,411	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $1,052,653. Net unrealized depreciation aggregated $327,242, of which $2,146 related to appreciated investment securities and $329,388 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Income Replacement 2034 Fund^SM

April 30, 2009

1.858598.101

RW34-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 59.6%
	Shares		Value
Domestic Equity Funds - 48.9%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	9,572		$ 106,345
Fidelity Disciplined Equity Fund	6,495		107,818
Fidelity Equity-Income Fund	3,759		112,686
Fidelity Large Cap Core Enhanced Index Fund	28,411		173,307
Fidelity Series 100 Index Fund	20,578		129,848
Fidelity Series Broad Market Opportunities Fund	28,922		181,632
Fidelity Series Small Cap Opportunities Fund	12,773		74,724
TOTAL DOMESTIC EQUITY FUNDS			886,360
International Equity Funds - 10.7%
Fidelity Advisor International Discovery Fund Institutional Class	8,561		192,974
TOTAL EQUITY FUNDS (Cost $1,434,222)		1,079,334
Fixed-Income Funds - 31.7%
High Yield Fixed-Income Funds - 5.9%
Fidelity Capital & Income Fund	8,708		54,250
Fidelity Strategic Income Fund	5,593		51,680
TOTAL HIGH YIELD FIXED-INCOME FUNDS			105,930
	Shares		Value
Investment Grade Fixed-Income Funds - 25.8%
Fidelity Government Income Fund	8,453		$ 91,294
Fidelity Strategic Real Return Fund	13,219		94,911
Fidelity Total Bond Fund	29,555		281,367
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			467,572
TOTAL FIXED-INCOME FUNDS (Cost $615,494)		573,502
Short-Term Funds - 8.7%
Fidelity Institutional Money Market Portfolio Institutional Class	78,950		78,950
Fidelity Short-Term Bond Fund	9,969		79,652
TOTAL SHORT-TERM FUNDS (Cost $161,691)		158,602
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $2,211,407)		$ 1,811,438

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 1,811,438	$ 1,811,438	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $2,267,179. Net unrealized depreciation aggregated $455,741, of which $14,610 related to appreciated investment securities and $470,351 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Income Replacement 2034 Fund

Class A
Class T
Class C
Institutional Class

April 30, 2009

Class A, Class T, Class C
and Institutional Class
are classes of Fidelity Income Replacement 2034 Fund^SM

1.858574.101

ARW34-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 59.6%
	Shares		Value
Domestic Equity Funds - 48.9%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	9,572		$ 106,345
Fidelity Disciplined Equity Fund	6,495		107,818
Fidelity Equity-Income Fund	3,759		112,686
Fidelity Large Cap Core Enhanced Index Fund	28,411		173,307
Fidelity Series 100 Index Fund	20,578		129,848
Fidelity Series Broad Market Opportunities Fund	28,922		181,632
Fidelity Series Small Cap Opportunities Fund	12,773		74,724
TOTAL DOMESTIC EQUITY FUNDS			886,360
International Equity Funds - 10.7%
Fidelity Advisor International Discovery Fund Institutional Class	8,561		192,974
TOTAL EQUITY FUNDS (Cost $1,434,222)		1,079,334
Fixed-Income Funds - 31.7%
High Yield Fixed-Income Funds - 5.9%
Fidelity Capital & Income Fund	8,708		54,250
Fidelity Strategic Income Fund	5,593		51,680
TOTAL HIGH YIELD FIXED-INCOME FUNDS			105,930
	Shares		Value
Investment Grade Fixed-Income Funds - 25.8%
Fidelity Government Income Fund	8,453		$ 91,294
Fidelity Strategic Real Return Fund	13,219		94,911
Fidelity Total Bond Fund	29,555		281,367
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			467,572
TOTAL FIXED-INCOME FUNDS (Cost $615,494)		573,502
Short-Term Funds - 8.7%
Fidelity Institutional Money Market Portfolio Institutional Class	78,950		78,950
Fidelity Short-Term Bond Fund	9,969		79,652
TOTAL SHORT-TERM FUNDS (Cost $161,691)		158,602
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $2,211,407)		$ 1,811,438

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 1,811,438	$ 1,811,438	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $2,267,179. Net unrealized depreciation aggregated $455,741, of which $14,610 related to appreciated investment securities and $470,351 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Income Replacement 2036 Fund^SM

April 30, 2009

1.858600.101

RW36-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 61.7%
	Shares		Value
Domestic Equity Funds - 50.2%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	5,289		$ 58,757
Fidelity Disciplined Equity Fund	3,582		59,466
Fidelity Equity-Income Fund	2,078		62,296
Fidelity Large Cap Core Enhanced Index Fund	15,623		95,303
Fidelity Series 100 Index Fund	11,289		71,232
Fidelity Series Broad Market Opportunities Fund	16,033		100,687
Fidelity Series Small Cap Opportunities Fund	7,095		41,508
TOTAL DOMESTIC EQUITY FUNDS			489,249
International Equity Funds - 11.5%
Fidelity Advisor International Discovery Fund Institutional Class	4,994		112,575
TOTAL EQUITY FUNDS (Cost $973,440)		601,824
Fixed-Income Funds - 31.4%
High Yield Fixed-Income Funds - 6.1%
Fidelity Capital & Income Fund	4,911		30,593
Fidelity Strategic Income Fund	3,147		29,078
TOTAL HIGH YIELD FIXED-INCOME FUNDS			59,671
	Shares		Value
Investment Grade Fixed-Income Funds - 25.3%
Fidelity Government Income Fund	4,470		$ 48,276
Fidelity Strategic Real Return Fund	6,977		50,097
Fidelity Total Bond Fund	15,617		148,667
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			247,040
TOTAL FIXED-INCOME FUNDS (Cost $348,582)		306,711
Short-Term Funds - 6.9%
Fidelity Institutional Money Market Portfolio Institutional Class	33,299		33,299
Fidelity Short-Term Bond Fund	4,207		33,615
TOTAL SHORT-TERM FUNDS (Cost $69,369)		66,914
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $1,391,391)		$ 975,449

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 975,449	$ 975,449	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $1,450,786. Net unrealized depreciation aggregated $475,337, of which $2,970 related to appreciated investment securities and $478,307 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Income Replacement 2036 Fund

Class A
Class T
Class C
Institutional Class

April 30, 2009

Class A, Class T, Class C
and Institutional Class are classes of
Fidelity Income Replacement 2036 Fund^SM

1.858576.101

ARW36-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 61.7%
	Shares		Value
Domestic Equity Funds - 50.2%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	5,289		$ 58,757
Fidelity Disciplined Equity Fund	3,582		59,466
Fidelity Equity-Income Fund	2,078		62,296
Fidelity Large Cap Core Enhanced Index Fund	15,623		95,303
Fidelity Series 100 Index Fund	11,289		71,232
Fidelity Series Broad Market Opportunities Fund	16,033		100,687
Fidelity Series Small Cap Opportunities Fund	7,095		41,508
TOTAL DOMESTIC EQUITY FUNDS			489,249
International Equity Funds - 11.5%
Fidelity Advisor International Discovery Fund Institutional Class	4,994		112,575
TOTAL EQUITY FUNDS (Cost $973,440)		601,824
Fixed-Income Funds - 31.4%
High Yield Fixed-Income Funds - 6.1%
Fidelity Capital & Income Fund	4,911		30,593
Fidelity Strategic Income Fund	3,147		29,078
TOTAL HIGH YIELD FIXED-INCOME FUNDS			59,671
	Shares		Value
Investment Grade Fixed-Income Funds - 25.3%
Fidelity Government Income Fund	4,470		$ 48,276
Fidelity Strategic Real Return Fund	6,977		50,097
Fidelity Total Bond Fund	15,617		148,667
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			247,040
TOTAL FIXED-INCOME FUNDS (Cost $348,582)		306,711
Short-Term Funds - 6.9%
Fidelity Institutional Money Market Portfolio Institutional Class	33,299		33,299
Fidelity Short-Term Bond Fund	4,207		33,615
TOTAL SHORT-TERM FUNDS (Cost $69,369)		66,914
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $1,391,391)		$ 975,449

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 975,449	$ 975,449	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $1,450,786. Net unrealized depreciation aggregated $475,337, of which $2,970 related to appreciated investment securities and $478,307 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Income Replacement 2038 Fund^SM

April 30, 2009

1.867270.101

RW38-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 64.3%
	Shares		Value
Domestic Equity Funds - 51.6%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	7,366		$ 81,832
Fidelity Disciplined Equity Fund	4,988		82,798
Fidelity Equity-Income Fund	2,900		86,943
Fidelity Large Cap Core Enhanced Index Fund	21,814		133,067
Fidelity Series 100 Index Fund	15,798		99,688
Fidelity Series Broad Market Opportunities Fund	22,274		139,878
Fidelity Series Small Cap Opportunities Fund	9,893		57,872
TOTAL DOMESTIC EQUITY FUNDS			682,078
International Equity Funds - 12.7%
Fidelity Advisor International Discovery Fund Institutional Class	7,450		167,927
TOTAL EQUITY FUNDS (Cost $1,245,421)		850,005
Fixed-Income Funds - 31.4%
High Yield Fixed-Income Funds - 6.5%
Fidelity Capital & Income Fund	7,062		43,999
Fidelity Strategic Income Fund	4,518		41,744
TOTAL HIGH YIELD FIXED-INCOME FUNDS			85,743
	Shares		Value
Investment Grade Fixed-Income Funds - 24.9%
Fidelity Government Income Fund	5,958		$ 64,344
Fidelity Strategic Real Return Fund	9,340		67,059
Fidelity Total Bond Fund	20,836		198,361
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			329,764
TOTAL FIXED-INCOME FUNDS (Cost $468,582)		415,507
Short-Term Funds - 4.3%
Fidelity Institutional Money Market Portfolio Institutional Class	28,524		28,524
Fidelity Short-Term Bond Fund	3,593		28,711
TOTAL SHORT-TERM FUNDS (Cost $58,841)		57,235
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $1,772,844)		$ 1,322,747

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 1,322,747	$ 1,322,747	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $1,798,973. Net unrealized depreciation aggregated $476,226, of which $6,055 related to appreciated investment securities and $482,281 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Income Replacement 2038 Fund

Class A
Class T
Class C
Institutional Class

April 30, 2009

Class A, Class T, Class C
and Institutional Class
are classes of Fidelity Income Replacement 2038 Fund^SM

1.867281.101

ARW38-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 64.3%
	Shares		Value
Domestic Equity Funds - 51.6%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	7,366		$ 81,832
Fidelity Disciplined Equity Fund	4,988		82,798
Fidelity Equity-Income Fund	2,900		86,943
Fidelity Large Cap Core Enhanced Index Fund	21,814		133,067
Fidelity Series 100 Index Fund	15,798		99,688
Fidelity Series Broad Market Opportunities Fund	22,274		139,878
Fidelity Series Small Cap Opportunities Fund	9,893		57,872
TOTAL DOMESTIC EQUITY FUNDS			682,078
International Equity Funds - 12.7%
Fidelity Advisor International Discovery Fund Institutional Class	7,450		167,927
TOTAL EQUITY FUNDS (Cost $1,245,421)		850,005
Fixed-Income Funds - 31.4%
High Yield Fixed-Income Funds - 6.5%
Fidelity Capital & Income Fund	7,062		43,999
Fidelity Strategic Income Fund	4,518		41,744
TOTAL HIGH YIELD FIXED-INCOME FUNDS			85,743
	Shares		Value
Investment Grade Fixed-Income Funds - 24.9%
Fidelity Government Income Fund	5,958		$ 64,344
Fidelity Strategic Real Return Fund	9,340		67,059
Fidelity Total Bond Fund	20,836		198,361
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			329,764
TOTAL FIXED-INCOME FUNDS (Cost $468,582)		415,507
Short-Term Funds - 4.3%
Fidelity Institutional Money Market Portfolio Institutional Class	28,524		28,524
Fidelity Short-Term Bond Fund	3,593		28,711
TOTAL SHORT-TERM FUNDS (Cost $58,841)		57,235
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $1,772,844)		$ 1,322,747

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 1,322,747	$ 1,322,747	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $1,798,973. Net unrealized depreciation aggregated $476,226, of which $6,055 related to appreciated investment securities and $482,281 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Income Replacement 2040 Fund^SM

April 30, 2009

1.867274.101

RW40-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 65.4%
	Shares		Value
Domestic Equity Funds - 52.6%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	3,819		$ 42,433
Fidelity Disciplined Equity Fund	2,518		41,805
Fidelity Equity-Income Fund	1,479		44,347
Fidelity Large Cap Core Enhanced Index Fund	10,972		66,931
Fidelity Series 100 Index Fund	7,908		49,900
Fidelity Series Broad Market Opportunities Fund	11,569		72,653
Fidelity Series Small Cap Opportunities Fund	5,159		30,178
TOTAL DOMESTIC EQUITY FUNDS			348,247
International Equity Funds - 12.8%
Fidelity Advisor International Discovery Fund Institutional Class	3,774		85,064
TOTAL EQUITY FUNDS (Cost $625,931)		433,311
Fixed-Income Funds - 31.6%
High Yield Fixed-Income Funds - 6.8%
Fidelity Capital & Income Fund	3,719		23,172
Fidelity Strategic Income Fund	2,358		21,790
TOTAL HIGH YIELD FIXED-INCOME FUNDS			44,962
	Shares		Value
Investment Grade Fixed-Income Funds - 24.8%
Fidelity Government Income Fund	2,947		$ 31,823
Fidelity Strategic Real Return Fund	4,613		33,120
Fidelity Total Bond Fund	10,404		99,047
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			163,990
TOTAL FIXED-INCOME FUNDS (Cost $235,462)		208,952
Short-Term Funds - 3.0%
Fidelity Institutional Money Market Portfolio Institutional Class	9,933		9,933
Fidelity Short-Term Bond Fund	1,252		10,000
TOTAL SHORT-TERM FUNDS (Cost $20,628)		19,933
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $882,021)		$ 662,196

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 662,196	$ 662,196	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $909,761. Net unrealized depreciation aggregated $247,565, of which $1,298 related to appreciated investment securities and $248,863 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Income Replacement 2040 Fund

Class A
Class T
Class C
Institutional Class

April 30, 2009

Class A, Class T, Class C
and Institutional Class
are classes of Fidelity Income Replacement 2040 Fund^SM

1.867286.101

ARW40-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 65.4%
	Shares		Value
Domestic Equity Funds - 52.6%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	3,819		$ 42,433
Fidelity Disciplined Equity Fund	2,518		41,805
Fidelity Equity-Income Fund	1,479		44,347
Fidelity Large Cap Core Enhanced Index Fund	10,972		66,931
Fidelity Series 100 Index Fund	7,908		49,900
Fidelity Series Broad Market Opportunities Fund	11,569		72,653
Fidelity Series Small Cap Opportunities Fund	5,159		30,178
TOTAL DOMESTIC EQUITY FUNDS			348,247
International Equity Funds - 12.8%
Fidelity Advisor International Discovery Fund Institutional Class	3,774		85,064
TOTAL EQUITY FUNDS (Cost $625,931)		433,311
Fixed-Income Funds - 31.6%
High Yield Fixed-Income Funds - 6.8%
Fidelity Capital & Income Fund	3,719		23,172
Fidelity Strategic Income Fund	2,358		21,790
TOTAL HIGH YIELD FIXED-INCOME FUNDS			44,962
	Shares		Value
Investment Grade Fixed-Income Funds - 24.8%
Fidelity Government Income Fund	2,947		$ 31,823
Fidelity Strategic Real Return Fund	4,613		33,120
Fidelity Total Bond Fund	10,404		99,047
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			163,990
TOTAL FIXED-INCOME FUNDS (Cost $235,462)		208,952
Short-Term Funds - 3.0%
Fidelity Institutional Money Market Portfolio Institutional Class	9,933		9,933
Fidelity Short-Term Bond Fund	1,252		10,000
TOTAL SHORT-TERM FUNDS (Cost $20,628)		19,933
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $882,021)		$ 662,196

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 662,196	$ 662,196	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $909,761. Net unrealized depreciation aggregated $247,565, of which $1,298 related to appreciated investment securities and $248,863 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Income Replacement 2042 Fund^SM

April 30, 2009

1.867278.101

RW42-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 66.1%
	Shares		Value
Domestic Equity Funds - 53.1%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	8,825		$ 98,049
Fidelity Disciplined Equity Fund	5,864		97,338
Fidelity Equity-Income Fund	3,443		103,235
Fidelity Large Cap Core Enhanced Index Fund	25,659		156,517
Fidelity Series 100 Index Fund	18,553		117,071
Fidelity Series Broad Market Opportunities Fund	26,675		167,518
Fidelity Series Small Cap Opportunities Fund	11,860		69,383
TOTAL DOMESTIC EQUITY FUNDS			809,111
International Equity Funds - 13.0%
Fidelity Advisor International Discovery Fund Institutional Class	8,767		197,603
TOTAL EQUITY FUNDS (Cost $1,355,668)		1,006,714
Fixed-Income Funds - 31.8%
High Yield Fixed-Income Funds - 7.0%
Fidelity Capital & Income Fund	8,872		55,270
Fidelity Strategic Income Fund	5,605		51,789
TOTAL HIGH YIELD FIXED-INCOME FUNDS			107,059
	Shares		Value
Investment Grade Fixed-Income Funds - 24.8%
Fidelity Government Income Fund	6,755		$ 72,953
Fidelity Strategic Real Return Fund	10,698		76,812
Fidelity Total Bond Fund	23,851		227,060
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			376,825
TOTAL FIXED-INCOME FUNDS (Cost $516,585)		483,884
Short-Term Funds - 2.1%
Fidelity Institutional Money Market Portfolio Institutional Class	15,795		15,795
Fidelity Short-Term Bond Fund	2,009		16,050
TOTAL SHORT-TERM FUNDS (Cost $32,519)		31,845
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $1,904,772)		$ 1,522,443

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 1,522,443	$ 1,522,443	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $1,951,725. Net unrealized depreciation aggregated $429,282, of which $13,604 related to appreciated investment securities and $442,886 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity Advisor Income Replacement 2042 Fund

Class A
Class T
Class C
Institutional Class

April 30, 2009

Class A, Class T, Class C
and Institutional Class
are classes of Fidelity Income Replacement 2042 Fund^SM

1.867291.101

ARW42-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Total Value of Investment in Securities

Equity Funds - 66.1%
	Shares		Value
Domestic Equity Funds - 53.1%
Fidelity Advisor Mid Cap II Fund Institutional Class (a)	8,825		$ 98,049
Fidelity Disciplined Equity Fund	5,864		97,338
Fidelity Equity-Income Fund	3,443		103,235
Fidelity Large Cap Core Enhanced Index Fund	25,659		156,517
Fidelity Series 100 Index Fund	18,553		117,071
Fidelity Series Broad Market Opportunities Fund	26,675		167,518
Fidelity Series Small Cap Opportunities Fund	11,860		69,383
TOTAL DOMESTIC EQUITY FUNDS			809,111
International Equity Funds - 13.0%
Fidelity Advisor International Discovery Fund Institutional Class	8,767		197,603
TOTAL EQUITY FUNDS (Cost $1,355,668)		1,006,714
Fixed-Income Funds - 31.8%
High Yield Fixed-Income Funds - 7.0%
Fidelity Capital & Income Fund	8,872		55,270
Fidelity Strategic Income Fund	5,605		51,789
TOTAL HIGH YIELD FIXED-INCOME FUNDS			107,059
	Shares		Value
Investment Grade Fixed-Income Funds - 24.8%
Fidelity Government Income Fund	6,755		$ 72,953
Fidelity Strategic Real Return Fund	10,698		76,812
Fidelity Total Bond Fund	23,851		227,060
TOTAL INVESTMENT GRADE FIXED-INCOME FUNDS			376,825
TOTAL FIXED-INCOME FUNDS (Cost $516,585)		483,884
Short-Term Funds - 2.1%
Fidelity Institutional Money Market Portfolio Institutional Class	15,795		15,795
Fidelity Short-Term Bond Fund	2,009		16,050
TOTAL SHORT-TERM FUNDS (Cost $32,519)		31,845
TOTAL INVESTMENT IN SECURITIES - 100% (Cost $1,904,772)		$ 1,522,443

Legend

(a) Non-income producing

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the table below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 1,522,443	$ 1,522,443	$ -	$ -

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $1,951,725. Net unrealized depreciation aggregated $429,282, of which $13,604 related to appreciated investment securities and $442,886 related to depreciated investment securities.

Investment Valuation

Investments in the Underlying Funds are valued at their closing net asset value each business day. Security transactions are accounted for as of trade date. 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, which approximates value.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity® Intermediate Government
Income Fund

April 30, 2009

1.800340.105

SLM-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Net Assets

U.S. Government and Government Agency Obligations - 78.2%
	Principal Amount (000s)		Value (000s)
Other Government Related - 4.4%
Citibank NA 1.875% 5/7/12 (FDIC Guaranteed) (d)	$ 22,000		$ 21,943
Citigroup Funding, Inc. 2% 3/30/12 (FDIC Guaranteed) (d)	10,000		10,021
General Electric Capital Corp. 1.8% 3/11/11 (FDIC Guaranteed) (d)	15,000		15,118
JPMorgan Chase & Co. 1.65% 2/23/11 (FDIC Guaranteed) (d)	5,240		5,273
Morgan Stanley 3.25% 12/1/11 (FDIC Guaranteed) (d)	20,000		20,763
TOTAL OTHER GOVERNMENT RELATED			73,118
U.S. Government Agency Obligations - 30.4%
Fannie Mae:
1.375% 4/28/11	14,350		14,380
1.75% 3/23/11	69,950		70,629
1.875% 4/20/12	13,100		13,144
2.75% 3/13/14	35,660		36,058
2.875% 10/12/10	20,080		20,651
3% 7/12/10	3,000		3,073
3.25% 8/12/10	9,973		10,259
3.375% 5/19/11	38,525		40,187
3.625% 8/15/11	38,000		39,873
4.75% 11/19/12	16,010		17,523
4.875% 5/18/12	3,510		3,830
5% 2/16/12	15,040		16,380
6% 5/15/11	8,545		9,370
Federal Home Loan Bank:
2.25% 4/13/12	12,000		12,161
3.625% 10/18/13 (b)	34,085		35,681
5.125% 8/14/13	1,000		1,112
Freddie Mac:
1.5% 1/7/11	24,690		24,823
2.125% 3/23/12	4,950		5,001
2.5% 4/23/14	22,240		22,206
3.25% 7/16/10	3,221		3,309
4.125% 7/12/10	1,300		1,352
4.875% 11/15/13	650		720
4.875% 6/13/18	8,073		8,884
5% 2/16/17	7,000		7,662
5.125% 4/18/11	2,000		2,145
5.125% 11/17/17	34,395		38,334
5.25% 7/18/11	12,000		12,997
U.S. Government and Government Agency Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Government Agency Obligations - continued
Freddie Mac: - continued
5.5% 8/23/17	$ 3,907		$ 4,429
6.875% 9/15/10	2,000		2,149
Israeli State (guaranteed by U.S. Government through Agency for International Development) 6.8% 2/15/12	5,809		6,031
Private Export Funding Corp. secured:
4.974% 8/15/13	3,435		3,799
5.66% 9/15/11 (c)	9,000		9,852
5.685% 5/15/12	3,915		4,361
U.S. Department of Housing and Urban Development Government guaranteed participation certificates Series 1999-A, 6.06% 8/1/10	2,190		2,214
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS			504,579
U.S. Treasury Obligations - 43.4%
U.S. Treasury Bonds 9.125% 5/15/18	4,360		6,395
U.S. Treasury Notes:
0.875% 3/31/11 (e)	2,300		2,299
0.875% 4/30/11	67,084		67,026
1.125% 1/15/12	16,000		15,940
1.25% 11/30/10	26,211		26,409
1.5% 12/31/13	9,659		9,481
1.875% 2/28/14	320		318
1.875% 4/30/14 (e)	75,446		74,882
2% 11/30/13	6,867		6,897
2.625% 4/30/16	75,040		74,712
2.75% 2/28/13	23,958		24,967
2.75% 10/31/13	61,000		63,326
2.75% 2/15/19	24,615		23,842
3.125% 8/31/13	39,785		41,961
3.125% 9/30/13	54,650		57,630
3.375% 6/30/13	26,378		28,115
3.375% 7/31/13	24,100		25,695
3.5% 5/31/13	1,950		2,087
3.5% 2/15/18	12,990		13,472
3.75% 11/15/18	42,556		44,740
3.875% 5/15/18	2,578		2,747
4% 2/15/15	25,524		27,923
4% 8/15/18 (g)	16,670		17,884
4.25% 11/15/14	11,620		12,903
4.25% 11/15/17	6,260		6,866
U.S. Government and Government Agency Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Treasury Obligations - continued
U.S. Treasury Notes: - continued
4.5% 5/15/17	$ 19,369		$ 21,621
4.625% 7/31/12	4,545		5,000
4.625% 2/15/17	14,625		16,469
TOTAL U.S. TREASURY OBLIGATIONS			721,607
TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $1,279,775)		1,299,304
U.S. Government Agency - Mortgage Securities - 13.0%
Fannie Mae - 8.1%
3.891% 2/1/33 (h)	52		53
3.915% 7/1/35 (h)	221		224
3.994% 3/1/35 (h)	416		420
4% 9/1/13 to 5/1/20	2,141		2,192
4.108% 5/1/35 (h)	7,990		8,093
4.182% 5/1/34 (h)	584		592
4.276% 7/1/33 (h)	11,664		11,979
4.296% 8/1/35 (h)	1,122		1,138
4.302% 3/1/33 (h)	34		35
4.324% 7/1/35 (h)	227		231
4.402% 7/1/35 (h)	1,508		1,531
4.416% 10/1/33 (h)	317		327
4.424% 7/1/36 (h)	215		219
4.432% 3/1/35 (h)	131		134
4.491% 7/1/35 (h)	27		27
4.5% 3/1/18 to 11/1/19	2,129		2,209
4.501% 10/1/33 (h)	23		23
4.512% 11/1/36 (h)	351		360
4.533% 11/1/33 (h)	131		135
4.538% 2/1/35 (h)	2,056		2,101
4.541% 10/1/35 (h)	1,241		1,266
4.544% 3/1/37 (h)	4,621		4,737
4.548% 10/1/33 (h)	51		52
4.595% 3/1/35 (h)	11		11
4.595% 7/1/35 (h)	999		1,024
4.636% 10/1/35 (h)	116		118
4.647% 4/1/35 (h)	739		756
4.667% 7/1/35 (h)	66		68
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Fannie Mae - continued
4.697% 2/1/35 (h)	$ 981		$ 1,005
4.702% 2/1/35 (h)	413		425
4.713% 8/1/33 (h)	63		64
4.715% 11/1/35 (h)	417		430
4.739% 10/1/35 (h)	1,134		1,155
4.765% 2/1/34 (h)	19		19
4.786% 7/1/35 (h)	325		335
4.809% 2/1/36 (h)	867		891
4.851% 3/1/33 (h)	169		172
4.863% 5/1/35 (h)	168		170
4.893% 8/1/35 (h)	729		753
4.897% 2/1/36 (h)	912		938
4.909% 1/1/35 (h)	234		238
4.967% 7/1/34 (h)	28		28
4.987% 2/1/34 (h)	492		509
4.987% 7/1/35 (h)	744		759
4.994% 2/1/35 (h)	371		378
5% 2/1/16 to 4/1/22	470		487
5.014% 12/1/32 (h)	473		480
5.045% 10/1/35 (h)	406		417
5.075% 4/1/35 (h)	771		793
5.085% 9/1/34 (h)	54		55
5.098% 10/1/35 (h)	307		319
5.101% 3/1/35 (h)	42		42
5.15% 6/1/35 (h)	260		263
5.166% 8/1/34 (h)	444		453
5.185% 3/1/35 (h)	41		41
5.265% 7/1/35 (h)	2,003		2,065
5.31% 12/1/34 (h)	71		72
5.342% 2/1/37 (h)	216		223
5.373% 2/1/37 (h)	935		961
5.453% 2/1/37 (h)	1,340		1,385
5.498% 6/1/47 (h)	158		163
5.5% 7/1/11 to 6/1/20	22,126		23,178
5.509% 4/1/36 (h)	10,861		11,302
5.509% 11/1/36 (h)	359		369
5.516% 4/1/36 (h)	381		396
5.601% 7/1/36 (h)	7,565		7,881
5.623% 4/1/36 (h)	950		986
5.658% 2/1/36 (h)	233		241
5.762% 3/1/36 (h)	1,813		1,883
5.793% 5/1/36 (h)	1,330		1,382
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Fannie Mae - continued
5.82% 9/1/36 (h)	$ 361		$ 369
5.869% 5/1/36 (h)	222		231
5.884% 12/1/36 (h)	350		366
6% 5/1/12 to 3/1/31	11,531		12,150
6.003% 4/1/36 (h)	3,809		3,969
6.124% 4/1/36 (h)	346		360
6.22% 3/1/37 (h)	119		124
6.247% 6/1/36 (h)	57		58
6.292% 6/1/36 (h)	9,452		9,861
6.5% 6/1/16 to 7/1/32	1,520		1,623
7% 3/1/12 to 9/1/14	181		186
9% 2/1/13	45		47
9.5% 11/15/09	20		20
10.25% 10/1/09 to 10/1/18	4		5
11% 8/1/10 to 1/1/16	98		102
11.25% 5/1/14 to 1/1/16	36		41
11.5% 9/1/11 to 6/15/19	101		110
12.25% 8/1/13	2		3
12.5% 9/1/12 to 7/1/16	107		122
12.75% 10/1/11 to 6/1/15	40		42
13% 7/1/13 to 7/1/15	47		54
13.25% 9/1/11	33		36
13.5% 11/1/14 to 12/1/14	12		14
15% 4/1/12	2		2
			134,056
Freddie Mac - 4.9%
3.155% 2/1/34 (h)	71		72
3.479% 3/1/35 (h)	207		210
3.758% 5/1/35 (h)	587		595
3.994% 7/1/33 (h)	6,997		7,095
4% 1/1/19 to 11/1/20	3,463		3,544
4.009% 4/1/34 (h)	1,034		1,044
4.02% 6/1/33 (h)	275		277
4.305% 6/1/35 (h)	104		107
4.327% 12/1/33 (h)	606		617
4.485% 1/1/35 (h)	96		98
4.486% 5/1/35 (h)	422		430
4.499% 7/1/35 (h)	376		381
4.542% 5/1/38 (h)	23,532		24,405
4.707% 11/1/35 (h)	350		356
4.751% 9/1/36 (h)	249		254
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Freddie Mac - continued
4.774% 3/1/35 (h)	$ 213		$ 215
4.793% 2/1/36 (h)	94		97
4.834% 9/1/35 (h)	11,461		11,863
4.941% 1/1/35 (h)	804		823
5% 5/1/24 (e)(f)	4,700		4,858
5.027% 7/1/35 (h)	1,319		1,348
5.076% 7/1/35 (h)	320		331
5.233% 10/1/35 (h)	384		393
5.257% 2/1/36 (h)	36		38
5.308% 3/1/33 (h)	11		11
5.414% 10/1/36 (h)	387		400
5.437% 4/1/37 (h)	140		143
5.474% 3/1/37 (h)	134		137
5.483% 1/1/36 (h)	361		373
5.5% 8/1/14 to 11/1/20	2,266		2,367
5.52% 1/1/36 (h)	481		498
5.598% 3/1/36 (h)	1,489		1,539
5.695% 10/1/35 (h)	101		106
5.74% 5/1/37 (h)	1,673		1,733
5.777% 3/1/37 (h)	697		708
5.78% 4/1/37 (h)	746		766
5.8% 5/1/37 (h)	969		1,002
5.812% 6/1/37 (h)	586		609
5.832% 5/1/37 (h)	244		250
5.846% 5/1/37 (h)	119		124
5.951% 4/1/36 (h)	2,616		2,709
6% 7/1/16 to 2/1/19	2,546		2,680
6.072% 6/1/36 (h)	466		485
6.095% 12/1/36 (h)	1,719		1,770
6.141% 2/1/37 (h)	270		281
6.142% 12/1/36 (h)	527		548
6.251% 7/1/36 (h)	241		250
6.418% 6/1/37 (h)	69		72
6.5% 12/1/21	710		756
6.614% 8/1/37 (h)	462		482
7.481% 4/1/37 (h)	33		34
9% 7/1/16	23		25
9.5% 7/1/16 to 8/1/21	188		207
10% 7/1/09 to 3/1/21	342		381
10.5% 9/1/09 to 5/1/21	7		7
11% 9/1/20	14		16
11.25% 2/1/10 to 6/1/14	42		46
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount (000s)		Value (000s)
Freddie Mac - continued
11.5% 10/1/15 to 8/1/19	$ 34		$ 38
12% 10/1/09 to 11/1/19	70		76
12.25% 12/1/11 to 8/1/15	35		38
12.5% 10/1/09 to 6/1/19	333		372
12.75% 2/1/10 to 10/1/10	2		2
13% 9/1/10 to 5/1/17	53		60
13.25% 11/1/10 to 10/1/13	20		23
13.5% 11/1/10 to 8/1/11	12		12
14% 11/1/12 to 4/1/16	4		4
14.5% 12/1/10	0*		0*
14.75% 3/1/10	0*		0*
			81,591
Government National Mortgage Association - 0.0%
8% 12/15/23	318		339
8.5% 6/15/16 to 2/15/17	4		4
10.5% 9/15/15 to 10/15/21	541		619
10.75% 12/15/09 to 3/15/10	2		2
11% 5/20/16 to 1/20/21	36		41
12.5% 12/15/10	1		1
13% 1/15/11 to 10/15/13	27		29
13.25% 8/15/14	8		9
13.5% 7/15/11 to 12/15/14	4		4
14% 6/15/11	4		4
			1,052
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES (Cost $210,763)		216,699
Asset-Backed Securities - 0.0%
Small Business Administration guaranteed development participation certificates Series 2004-20H Class 1, 5.17% 8/1/24 (Cost $597)	597		625
Collateralized Mortgage Obligations - 4.5%
U.S. Government Agency - 4.5%
Fannie Mae:
floater:
Series 1994-42 Class FK, 2.24% 4/25/24 (h)	2,688		2,219
Series 2007-95 Class A1, 0.6875% 8/27/36 (h)	843		779
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Government Agency - continued
Fannie Mae: - continued
planned amortization class:
Series 1988-21 Class G, 9.5% 8/25/18	$ 63		$ 70
Series 2002-83 Class ME, 5% 12/25/17	5,150		5,395
Series 2003-28 Class KG, 5.5% 4/25/23	725		730
Fannie Mae subordinate REMIC pass-thru certificates:
floater:
Series 2001-38 Class QF, 1.4175% 8/25/31 (h)	521		519
Series 2002-60 Class FV, 1.4375% 4/25/32 (h)	187		187
Series 2002-74 Class FV, 0.8875% 11/25/32 (h)	2,735		2,691
Series 2002-75 Class FA, 1.4375% 11/25/32 (h)	384		383
planned amortization class:
Series 2001-68 Class QZ, 5.5% 12/25/16	479		505
Series 2002-16 Class PG, 6% 4/25/17	994		1,045
Series 2002-61 Class PG, 5.5% 10/25/17	1,945		2,047
Series 2002-71 Class UC, 5% 11/25/17	3,155		3,317
Series 2002-9 Class PC, 6% 3/25/17	73		78
Series 2003-122 Class OL, 4% 12/25/18	880		896
Series 2003-85 Class GD, 4.5% 9/25/18	1,425		1,480
Series 2004-80 Class LD, 4% 1/25/19	980		1,002
Series 2004-81:
Class KC, 4.5% 4/25/17	690		707
Class KD, 4.5% 7/25/18	1,315		1,377
Series 2005-52 Class PB, 6.5% 12/25/34	1,200		1,284
sequential payer:
Series 2002-56 Class MC, 5.5% 9/25/17	289		303
Series 2002-57 Class BD, 5.5% 9/25/17	261		275
Series 2004-19 Class AY, 4% 4/25/19	10,000		9,876
Freddie Mac Multi-class participation certificates guaranteed:
floater:
Series 2526 Class FC, 0.8513% 11/15/32 (h)	592		580
Series 2630 Class FL, 0.9513% 6/15/18 (h)	58		57
Series 2925 Class CQ, 0% 1/15/35 (h)	237		205
Series 3344 Class FT, 0.8013% 7/15/34 (h)	14,172		13,822
planned amortization class:
Series 2356 Class GD, 6% 9/15/16	301		319
Series 2376 Class JE, 5.5% 11/15/16	278		291
Series 2381 Class OG, 5.5% 11/15/16	214		225
Series 2425 Class JH, 6% 3/15/17	371		393
Series 2628 Class OE, 4.5% 6/15/18	705		726
Collateralized Mortgage Obligations - continued
	Principal Amount (000s)		Value (000s)
U.S. Government Agency - continued
Freddie Mac Multi-class participation certificates guaranteed: - continued
planned amortization class:
Series 2640 Class GE, 4.5% 7/15/18	$ 3,690		$ 3,835
Series 2695 Class DG, 4% 10/15/18	1,635		1,643
Series 2802 Class OB, 6% 5/15/34	1,355		1,434
Series 2810 Class PD, 6% 6/15/33	1,020		1,068
Series 2831 Class PB, 5% 7/15/19	1,975		2,083
Series 2866 Class XE, 4% 12/15/18	1,875		1,920
sequential payer:
Series 1929 Class EZ, 7.5% 2/17/27	1,818		1,914
Series 2570 Class CU, 4.5% 7/15/17	140		145
Series 2572 Class HK, 4% 2/15/17	186		190
Series 2617 Class GW, 3.5% 6/15/16	342		342
Series 2729 Class GB, 5% 1/15/19	1,000		1,060
Series 2860 Class CP, 4% 10/15/17	134		137
Series 2998 Class LY, 5.5% 7/15/25	295		288
Series 3007 Class EW, 5.5% 7/15/25	1,125		1,157
Series 3013 Class VJ, 5% 1/15/14	1,513		1,583
Series 2715 Class NG, 4.5% 12/15/18	890		921
Series 2769 Class BU, 5% 3/15/34	922		919
Series 2975 Class NA, 5% 7/15/23	219		221
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $73,342)		74,643

Cash Equivalents - 8.2%
	Maturity Amount (000s)
Investments in repurchase agreements in a joint trading account at:
0.15%, dated 4/30/09 due 5/1/09 (Collateralized by U.S. Government Obligations) #	$ 99,020		99,020
0.18%, dated 4/30/09 due 5/1/09 (Collateralized by U.S. Government Obligations) # (a)	36,295		36,295
TOTAL CASH EQUIVALENTS (Cost $135,315)		135,315
TOTAL INVESTMENT PORTFOLIO - 103.9% (Cost $1,699,792)			1,726,586
NET OTHER ASSETS - (3.9)%			(64,449)
NET ASSETS - 100%		$ 1,662,137

Futures Contracts
	Expiration Date	Underlying Face Amount at Value (000s)	Unrealized Appreciation/ (Depreciation) (000s)
Purchased
Treasury Contracts
192 CBOT 2 Year U.S. Treasury Notes Index Contracts	July 2009	$ 41,769	$ 200

The face value of futures purchased as a percentage of net assets - 2.5%

Swap Agreements
		Notional Amount (000s)	Value (000s)
Interest Rate Swaps
Receive quarterly a floating rate based on 3-month LIBOR and pay semi-annually a fixed rate equal to 5.35% with Bank of America	March 2037	$ 1,800	$ (558)
Receive semi-annually a fixed rate equal to 3.30% and pay quarterly a floating rate based on 3-month LIBOR with Credit Suisse First Boston	Sept. 2010	6,750	207
Receive semi-annually a fixed rate equal to 3.33% and pay quarterly a floating rate based on 3-month LIBOR with JPMorgan Chase, Inc.	Sept. 2010	8,800	273
		$ 17,350	$ (78)

Legend

(a) Includes investment made with cash collateral received from securities on loan.

(b) Security or a portion of the security is on loan at period end.

(c) 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 end of the period, the value of these securities amounted to $9,852,000 or 0.6% of net assets.

(d) Under the Temporary Liquidity Guarantee Program, the Federal Deposit Insurance Corporation guarantees principal and interest in the event of payment default or bankruptcy until the earlier of maturity date of the debt or until June 30, 2012. At the end of the period these securities amounted to $73,118,000 or 4.4% of net assets.

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

(f) A portion of the security is subject to a forward commitment to sell.

(g) 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 $290,000.

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

*Amount represents less than $1,000

# Additional Information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty	Value (Amounts in thousands)
$99,020,000 due 5/01/09 at 0.15%
BNP Paribas Securities Corp.	$ 17,563
Barclays Capital, Inc.	2,809
Repurchase Agreement / Counterparty	Value (Amounts in thousands)
Credit Suisse Securities (USA) LLC	$ 3,649
Deutsche Bank Securities, Inc.	37,085
HSBC Securities (USA), Inc.	28,094
Mizuho Securities (USA), Inc.	2,809
Societe Generale, New York Branch	7,011
	$ 99,020
$36,295,000 due 5/01/09 at 0.18%
Bank of America, NA	$ 36,295

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description (Amounts in thousands)	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 1,726,586	$ -	$ 1,726,586	$ -
Other Financial Instruments*	$ 148	$ 200	$ (52)	$ -

*Other financial instruments include Futures Contracts, Swap Agreements and Forward Commitments.

The following is a reconciliation of assets for which Level 3 inputs were used in determining value:

(Amounts in thousands)	Investments in Securities
Beginning Balance	$ 140
Total Realized Gain (Loss)	4
Total Unrealized Gain (Loss)	65
Cost of Purchases	20
Proceeds of Sales	(24)
Amortization/Accretion	-
Transfer in/out of Level 3	(205)
Ending Balance	$ -

The information used in the above reconciliation represents fiscal year to date activity for any Investment Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represents either the beginning value (for transfers in), or the ending value (for transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period.

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $1,699,570,000. Net unrealized appreciation aggregated $27,016,000, of which $32,764,000 related to appreciated investment securities and $5,748,000 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund uses independent pricing services approved by the Board of Trustees to value its investments.

Debt securities, including restricted securities, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as available dealer supplied prices. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. Swaps are marked-to-market daily based on valuations from independent pricing services or dealer-supplied valuations and changes in value are recorded as unrealized appreciation (depreciation). Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value. Actual prices received at disposition may differ.

When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value calculation under these procedures may differ from published prices for the same securities.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Quarterly Holdings Report

for

Fidelity® Ultra-Short Bond Fund

April 30, 2009

1.800362.105

ULB-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 6.8%
	Principal Amount		Value
CONSUMER DISCRETIONARY - 0.4%
Media - 0.4%
Comcast Corp. 5.85% 1/15/10	$ 1,000,000		$ 1,017,830
FINANCIALS - 5.9%
Capital Markets - 0.6%
Bear Stearns Companies, Inc. 1.346% 2/23/10 (d)	1,500,000		1,487,942
Commercial Banks - 2.1%
American Express Bank FSB 0.4975% 4/26/10 (d)	315,000		296,845
Sovereign Bank 2.88% 8/1/13 (d)	500,000		362,084
Wells Fargo & Co.:
1.3969% 9/23/09 (d)	2,000,000		1,979,460
1.42% 9/15/09 (d)	2,200,000		2,193,985
			4,832,374
Consumer Finance - 1.0%
Capital One Financial Corp. 1.5725% 9/10/09 (d)	315,000		306,892
General Electric Capital Corp. 1.42% 6/15/09 (d)	1,900,000		1,899,293
			2,206,185
Diversified Financial Services - 0.7%
BP Capital Markets PLC 2.3156% 3/17/11 (d)	1,500,000		1,519,815
Insurance - 0.6%
Metropolitan Life Global Funding I 1.9722% 6/25/10 (a)(d)	1,500,000		1,423,433
Thrifts & Mortgage Finance - 0.9%
Countrywide Home Loans, Inc. 4.125% 9/15/09	2,000,000		1,983,802
TOTAL FINANCIALS			13,453,551
HEALTH CARE - 0.5%
Pharmaceuticals - 0.5%
Pfizer, Inc. 3.1728% 3/15/11 (d)	1,000,000		1,025,915
TOTAL NONCONVERTIBLE BONDS (Cost $15,641,209)		15,497,296
U.S. Government and Government Agency Obligations - 62.2%
Other Government Related - 3.3%
Bank of America Corp. 1.3394% 4/30/12 (FDIC Guaranteed) (b)(d)	1,500,000		1,515,875
Citigroup Funding, Inc. 1.375% 5/5/11 (FDIC Guaranteed) (b)	470,000		469,864
U.S. Government and Government Agency Obligations - continued
	Principal Amount		Value
Other Government Related - continued
General Electric Capital Corp. 1.8% 3/11/11 (FDIC Guaranteed) (b)	$ 590,000		$ 594,654
Goldman Sachs Group, Inc.:
1.4913% 11/9/11 (FDIC Guaranteed) (b)(d)	2,000,000		2,017,402
1.7% 3/15/11 (FDIC Guaranteed) (b)	1,000,000		1,007,853
JPMorgan Chase & Co. 1.3306% 2/23/11 (FDIC Guaranteed) (b)(d)	2,000,000		2,003,070
TOTAL OTHER GOVERNMENT RELATED			7,608,718
U.S. Government Agency Obligations - 36.8%
Fannie Mae:
0% 9/25/09	30,000,000		29,975,490
0% 11/6/09	5,000,000		4,990,088
1.75% 3/23/11	5,000,000		5,048,530
3.25% 2/10/10	16,000,000		16,317,472
Federal Home Loan Bank 0% 5/27/09	15,000,000		14,999,130
Freddie Mac:
1.625% 4/26/11	1,000,000		1,006,243
4.875% 2/9/10	11,500,000		11,871,232
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS			84,208,185
U.S. Treasury Obligations - 22.1%
U.S. Treasury Bills, yield at date of purchase 0.31% 7/9/09 (c)	10,000,000		9,998,140
U.S. Treasury Notes 3.5% 8/15/09	40,000,000		40,387,514
TOTAL U.S. TREASURY OBLIGATIONS			50,385,654
TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $141,577,105)		142,202,557
U.S. Government Agency - Mortgage Securities - 4.4%
Fannie Mae - 2.5%
4.347% 11/1/34 (d)	254,389		259,556
4.402% 6/1/35 (d)	1,987,528		2,030,385
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount		Value
Fannie Mae - continued
4.402% 7/1/35 (d)	$ 1,262,715		$ 1,282,213
4.541% 10/1/35 (d)	2,126,935		2,169,327
TOTAL FANNIE MAE			5,741,481
Freddie Mac - 1.9%
4.305% 6/1/35 (d)	1,343,282		1,375,655
4.482% 4/1/35 (d)	1,938,380		1,980,443
4.702% 11/1/35 (d)	961,055		989,887
TOTAL FREDDIE MAC			4,345,985
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES (Cost $10,073,475)		10,087,466
Asset-Backed Securities - 5.0%
ACE Securities Corp. Home Equity Loan Trust:
Series 2003-HE1 Class M1, 1.4125% 11/25/33 (d)	113,099		58,777
Series 2003-HS1 Class M2, 3.0625% 6/25/33 (d)	48,071		31,935
Series 2004-HE1 Class M1, 0.9375% 2/25/34 (d)	39,908		34,554
Series 2006-HE2:
Class M3, 0.7775% 5/25/36 (d)	240,000		4,834
Class M4, 0.8375% 5/25/36 (d)	200,000		3,410
Class M5, 0.8775% 5/25/36 (d)	149,860		1,512
Ameriquest Mortgage Securities, Inc. pass-thru certificates:
Series 2004-R11 Class M1, 1.0975% 11/25/34 (d)	507,544		161,909
Series 2004-R9 Class M2, 1.0875% 10/25/34 (d)	720,000		267,614
Bank of America Credit Card Master Trust Series 2008-A9 Class A9, 4.07% 7/16/12	2,000,000		2,028,781
Capital Trust Ltd. Series 2004-1:
Class A2, 0.8969% 7/20/39 (a)(d)	265,000		66,250
Class B, 1.1969% 7/20/39 (a)(d)	140,000		19,600
Class C, 1.5469% 7/20/39 (a)(d)	180,000		16,200
Cendant Timeshare Receivables Funding LLC Series 2005 1A Class 2A2, 0.6269% 5/20/17 (a)(d)	244,479		178,436
Chase Issuance Trust Series 2007-14 Class A, 0.7013% 9/15/11 (d)	2,000,000		1,996,448
Citibank Credit Card Issuance Trust Series 2004-A3 Class A3, 1.1694% 7/25/11 (d)	1,000,000		995,940
Asset-Backed Securities - continued
	Principal Amount		Value
CNH Equipment Trust Series 2005-B Class A4A, 0.5113% 5/16/11 (d)	$ 781,559		$ 775,289
Countrywide Home Loans, Inc. Series 2002-6 Class AV1, 1.2975% 5/25/33 (d)	13,337		6,785
Fannie Mae subordinate REMIC pass-thru certificates Series 2004-T5:
Class AB1, 0.8491% 5/28/35 (d)	80,751		50,161
Class AB3, 1.012% 5/28/35 (d)	32,052		18,652
First Franklin Mortgage Loan Trust Series 2004-FF2 Class M3, 1.2625% 3/25/34 (d)	3,188		1,266
Fremont Home Loan Trust:
Series 2005-A:
Class M1, 0.8675% 1/25/35 (d)	72,117		66,066
Class M4, 1.1175% 1/25/35 (d)	125,000		54,638
Series 2006-A:
Class M4, 0.8375% 5/25/36 (d)	685,000		5,077
Class M5, 0.9375% 5/25/36 (d)	359,966		813
GSAMP Trust:
Series 2003-FM1 Class M1, 1.6769% 3/20/33 (d)	392,912		223,336
Series 2006-NC2 Class M4, 0.7875% 6/25/36 (d)	1,541,000		6,935
Series 2007-HE1 Class M1, 0.6875% 3/25/47 (d)	335,000		12,864
Guggenheim Structured Real Estate Funding Ltd. Series 2005-1 Class C, 1.5175% 5/25/30 (a)(d)	650,741		162,685
Home Equity Asset Trust:
Series 2002-3 Class A5, 1.3175% 2/25/33 (d)	14		2
Series 2003-5:
Class A2, 1.1375% 12/25/33 (d)	10,566		2,803
Class M1, 1.4875% 12/25/33 (d)	115,119		62,200
Series 2003-7 Class A2, 1.1975% 3/25/34 (d)	2,079		301
Household Home Equity Loan Trust Series 2004-1 Class M, 1.065% 9/20/33 (d)	80,636		52,043
MBNA Credit Card Master Note Trust Series 2006-A3 Class A3, 0.4713% 8/15/12 (d)	2,500,000		2,470,427
Merrill Lynch Mortgage Investors Trust Series 2004-HE2 Class A1B, 0.9075% 8/25/35 (d)	39,863		29,897
Morgan Stanley ABS Capital I Trust Series 2004-HE6 Class A2, 0.7775% 8/25/34 (d)	65,756		9,559
Morgan Stanley Dean Witter Capital I Trust Series 2002-AM3 Class A3, 1.4175% 2/25/33 (d)	14,114		11,560
Ocala Funding LLC Series 2006-1A Class A, 1.8469% 3/20/11 (a)(d)	965,000		357,050
Park Place Securities, Inc.:
Series 2004-WCW1 Class M4, 1.8875% 9/25/34 (d)	435,000		41,912
Asset-Backed Securities - continued
	Principal Amount		Value
Park Place Securities, Inc.: - continued
Series 2004-WWF1 Class M4, 1.5375% 1/25/35 (d)	$ 945,000		$ 180,612
Series 2005-WCH1 Class M3, 0.9975% 1/25/35 (d)	425,000		139,321
Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 1.2375% 4/25/33 (d)	1,451		225
SLMA Student Loan Trust Series 2004-10 Class A3, 1.1819% 10/25/16 (d)	624,629		622,189
Structured Asset Securities Corp. Series 2007-GEL1 Class A2, 0.6275% 1/25/37 (a)(d)	1,000,000		289,378
Terwin Mortgage Trust:
Series 2003-4HE Class A1, 0.8675% 9/25/34 (d)	21,802		4,929
Series 2003-6HE Class A1, 0.9075% 11/25/33 (d)	17,086		4,422
TOTAL ASSET-BACKED SECURITIES (Cost $20,173,331)		11,529,597
Collateralized Mortgage Obligations - 2.3%
Private Sponsor - 2.3%
Bear Stearns ALT-A Trust floater Series 2005-2 Class 1A1, 0.6875% 3/25/35 (d)	371,043		179,780
Credit Suisse First Boston Adjustable Rate Mortgage Trust floater:
Series 2004-2 Class 7A3, 0.8375% 2/25/35 (d)	130,179		77,538
Series 2004-4 Class 5A2, 0.8375% 3/25/35 (d)	21,345		9,948
Series 2005-1 Class 5A2, 0.7675% 5/25/35 (d)	82,751		38,589
Series 2005-10 Class 5A2, 0.7575% 1/25/36 (d)	637,714		294,316
Series 2005-2:
Class 6A2, 0.7175% 6/25/35 (d)	23,919		10,801
Class 6M2, 0.9175% 6/25/35 (d)	1,375,000		262,657
Series 2005-5 Class 6A2, 0.6675% 9/25/35 (d)	373,895		211,456
Series 2005-8 Class 7A2, 0.7175% 11/25/35 (d)	290,129		164,634
Credit Suisse First Boston Mortgage Securities Corp. floater:
Series 2004-AR5 Class 11A2, 1.1775% 6/25/34 (d)	16,181		8,244
Series 2004-AR6 Class 9A2, 1.1775% 10/25/34 (d)	22,313		11,112
Series 2004-AR7 Class 6A2, 1.1975% 8/25/34 (d)	28,287		12,463
Series 2004-AR8 Class 8A2, 1.1975% 9/25/34 (d)	18,730		9,416
Deutsche Alt-A Securities Mortgage Loan Trust floater Series 2007-BAR1 Class A3, 0.5975% 3/25/37 (d)	1,375,000		395,221
First Horizon Mortgage pass-thru Trust floater Series 2004-FL1 Class 2A1, 2.15% 12/25/34 (d)	49,697		24,387
Collateralized Mortgage Obligations - continued
	Principal Amount		Value
Private Sponsor - continued
GSR Mortgage Loan Trust floater Series 2004-11 Class 2A1, 0.7675% 12/20/34 (d)	$ 400,277		$ 208,713
Homestar Mortgage Acceptance Corp. floater Series 2004-5 Class A1, 0.8875% 10/25/34 (d)	284,945		159,494
Impac CMB Trust floater:
Series 2004-11 Class 2A2, 1.1775% 3/25/35 (d)	201,356		53,125
Series 2005-1:
Class M4, 1.1875% 4/25/35 (d)	28,922		4,220
Class M5, 1.2075% 4/25/35 (d)	28,922		3,566
Class M6, 1.2575% 4/25/35 (d)	34,471		3,764
Series 2005-4 Class 1B1, 1.7375% 5/25/35 (d)	111,793		9,795
Lehman Structured Securities Corp. floater Series 2005-1 Class A2, 0.8275% 9/26/45 (a)(d)	327,609		145,649
MASTR Adjustable Rate Mortgages Trust floater:
Series 2004-11 Class 1A4, 0.9275% 11/25/34 (d)	28,840		8,924
Series 2005-1 Class 1A1, 0.7075% 3/25/35 (d)	47,660		26,469
Merrill Lynch Mortgage Investors Trust floater:
Series 2003-A Class 2A2, 2.1613% 3/25/28 (d)	19,149		11,552
Series 2003-D Class A, 0.7475% 8/25/28 (d)	253,813		159,545
Series 2003-E Class A2, 2.0813% 10/25/28 (d)	90,137		53,746
Series 2005-A Class A2, 2.0013% 2/25/30 (d)	169,255		106,627
Series 2005-B Class A2, 2.7988% 7/25/30 (d)	184,421		107,972
Series 2006-MLN1 Class M4, 0.7975% 7/25/37 (d)	1,015,000		3,959
MortgageIT Trust floater Series 2004-2:
Class A1, 0.8075% 12/25/34 (d)	226,513		133,366
Class A2, 0.8875% 12/25/34 (d)	305,962		191,396
Provident Funding Mortgage Loan Trust Series 2005-2 Class 3A, 4.585% 10/25/35 (d)	474,829		350,616
Residential Asset Mortgage Products, Inc. Series 2005-AR5 Class 1A1, 5.3716% 9/19/35 (d)	235,020		150,210
Sequoia Mortgage Trust floater:
Series 2004-1 Class A, 1.8888% 2/20/34 (d)	73,719		46,691
Series 2004-10 Class A4, 4.5188% 11/20/34 (d)	188,815		116,460
Series 2004-12 Class 1A2, 2.1538% 1/20/35 (d)	315,677		189,413
Series 2004-4 Class A, 4.4388% 5/20/34 (d)	225,058		129,634
Series 2004-5 Class A3, 2.9113% 6/20/34 (d)	87,903		50,216
Series 2004-6 Class A3A, 2.1613% 7/20/34 (d)	93,678		60,104
Series 2004-7:
Class A3A, 1.9138% 8/20/34 (d)	112,898		67,695
Class A3B, 2.1388% 7/20/34 (d)	219,219		128,559
Series 2005-1 Class A2, 1.7513% 2/20/35 (d)	181,721		109,029
Series 2005-2 Class A2, 2.03% 3/20/35 (d)	240,979		140,061
Collateralized Mortgage Obligations - continued
	Principal Amount		Value
Private Sponsor - continued
Soundview Home Equity Loan Trust floater Series 2006-EQ1 Class M7, 1.2375% 9/25/36 (d)	$ 330,000		$ 4,191
Structured Asset Securities Corp. floater Series 2004-NP1 Class A, 0.8375% 9/25/33 (a)(d)	56,082		23,940
TBW Mortgage-Backed pass-thru certificates floater Series 2006-4 Class A3, 0.6375% 9/25/36 (d)	1,000,000		456,117
WaMu Mortgage pass-thru certificates floater Series 2006-AR11 Class C1B1, 0.5175% 9/25/46 (d)	96,096		91,961
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $12,567,651)		5,217,341
Commercial Mortgage Securities - 0.3%
Morgan Stanley Capital I Trust:
floater:
Series 2005-XLF Class K, 1.102% 8/15/19 (a)(d)	420,000		231,000
Series 2006-XLF Class C, 1.652% 7/15/19 (a)(d)	570,000		57,000
Series 2007-XLFA Class B, 0.582% 10/15/20 (a)(d)	440,000		132,000
Series 2007-XLC1:
Class C, 1.0513% 7/17/17 (a)(d)	803,413		64,273
Class D, 1.1513% 7/17/17 (a)(d)	378,077		26,465
Class E, 1.2513% 7/17/17 (a)(d)	305,370		18,322
STRIPS III Ltd./STRIPS III Corp. floater Series 2004-1A Class A, 0.92% 3/24/18 (a)(d)	71,013		63,912
TOTAL COMMERCIAL MORTGAGE SECURITIES (Cost $2,982,943)		592,972
Certificates of Deposit - 1.8%
Bank Tokyo-Mitsubishi UFJ Ltd. yankee 0.77% 6/30/09	2,000,000		1,999,797
Sumitomo Mitsui Banking Corp. yankee 0.8% 7/27/09	2,000,000		1,998,927
TOTAL CERTIFICATES OF DEPOSIT (Cost $4,000,000)		3,998,724
Commercial Paper - 13.1%
Bank of Nova Scotia yankee 0.76% 5/12/09	4,000,000		3,999,727
BNP Paribas Finance, Inc. yankee 0.89% 6/3/09	2,000,000		1,999,292
Calyon North America yankee 1.03% 5/19/09	2,000,000		1,999,712
CBA Finance, Inc. yankee 0.75% 6/2/09	2,000,000		1,999,329
Commercial Paper - continued
	Principal Amount		Value
Dakota Notes (Citibank Credit Card Issuance Trust) 1.15% 5/4/09	$ 2,000,000		$ 1,999,862
Danske Corp. yankee 0.76% 7/24/09	2,000,000		1,995,882
Emerald Notes (BA Credit Card Trust) 1.15% 5/11/09	2,000,000		1,999,621
Lloyds TSB Bank PLC yankee 1.15% 5/11/09	5,000,000		4,999,649
Natexis Banques Populaires US Finance Co. LLC yankee 1.18% 5/11/09	2,000,000		1,999,859
Nationwide Building Society yankee 1.42% 6/8/09	2,000,000		1,999,029
Rabobank USA Financial Corp. yankee 0.9% 8/10/09	3,000,000		2,997,705
Societe Generale North America, Inc. yankee 0.86% 5/26/09	2,000,000		1,999,535
TOTAL COMMERCIAL PAPER (Cost $29,975,849)		29,989,202

Cash Equivalents - 6.4%
	Maturity Amount
Investments in repurchase agreements in a joint trading account at 0.15%, dated 4/30/09 due 5/1/09 (Collateralized by U.S. Government Obligations) # (Cost $14,679,000)	$ 14,679,062		14,679,000
TOTAL INVESTMENT PORTFOLIO - 102.3% (Cost $251,670,563)			233,794,155
NET OTHER ASSETS - (2.3)%			(5,209,673)
NET ASSETS - 100%		$ 228,584,482

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Eurodollar Contracts
20 Eurodollar 90 Day Index Contracts	June 2009	$ 19,952,750	$ 11,816
20 Eurodollar 90 Day Index Contracts	Sept. 2009	19,950,250	14,191
10 Eurodollar 90 Day Index Contracts	Dec. 2009	9,970,125	6,221
TOTAL EURODOLLAR CONTRACTS		$ 49,873,125	$ 32,228

The face value of futures purchased as a percentage of net assets - 21.8%

Legend

(a) 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 end of the period, the value of these securities amounted to $3,275,593 or 1.4% of net assets.

(b) Under the Temporary Liquidity Guarantee Program, the Federal Deposit Insurance Corporation guarantees principal and interest in the event of payment default or bankruptcy until the earlier of maturity date of the debt or until June 30, 2012. At the end of the period these securities amounted to $7,608,718 or 3.3% of net assets.

(c) 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 $99,981.

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

# Additional Information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty	Value
$14,679,000 due 5/01/09 at 0.15%
BNP Paribas Securities Corp.	$ 2,603,536
Barclays Capital, Inc.	416,475
Credit Suisse Securities (USA) LLC	540,967
Deutsche Bank Securities, Inc.	5,497,472
HSBC Securities (USA), Inc.	4,164,752
Mizuho Securities USA, Inc.	416,475
Societe Generale, New York Branch	1,039,323
	$ 14,679,000

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 233,794,155	$ -	$ 231,465,348	$ 2,328,807
Other Financial Instruments*	$ 32,228	$ 32,228	$ -	$ -

*Other financial instruments include Futures Contracts.

The following is a reconciliation of assets for which Level 3 inputs were used in determining value:

	Investments in Securities
Beginning Balance	$ 4,667,320
Total Realized Gain (Loss)	(179,439)
Total Unrealized Gain (Loss)	(3,559,217)
Cost of Purchases	-
Proceeds of Sales	(478,228)
Amortization/Accretion	(82,718)
Transfer in/out of Level 3	1,961,089
Ending Balance	$ 2,328,807

The information used in the above reconciliation represents fiscal year to date activity for any Investment Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represents either the beginning value (for transfers in), or the ending value (for transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period.

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $251,589,215. Net unrealized depreciation aggregated $17,795,060, of which $888,288 related to appreciated investment securities and $18,683,348 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund uses independent pricing services approved by the Board of Trustees to value its investments.

Debt securities, including restricted securities, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as available dealer supplied prices. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value. Actual prices received at disposition may differ.

When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value calculation under these procedures may differ from published prices for the same securities.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please see the fund's most recent prospectus and annual report.

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Quarterly Report

Quarterly Holdings Report

for

Fidelity® Advisor Ultra-Short Bond Fund
Class A
Class T
Institutional Class

April 30, 2009

Class A, Class T, and Institutional Class are classes of
Fidelity® Ultra-Short Bond Fund

1.816726.104

AUSB-QTLY-0609

Investments April 30, 2009 (Unaudited)

Showing Percentage of Net Assets

Nonconvertible Bonds - 6.8%
	Principal Amount		Value
CONSUMER DISCRETIONARY - 0.4%
Media - 0.4%
Comcast Corp. 5.85% 1/15/10	$ 1,000,000		$ 1,017,830
FINANCIALS - 5.9%
Capital Markets - 0.6%
Bear Stearns Companies, Inc. 1.346% 2/23/10 (d)	1,500,000		1,487,942
Commercial Banks - 2.1%
American Express Bank FSB 0.4975% 4/26/10 (d)	315,000		296,845
Sovereign Bank 2.88% 8/1/13 (d)	500,000		362,084
Wells Fargo & Co.:
1.3969% 9/23/09 (d)	2,000,000		1,979,460
1.42% 9/15/09 (d)	2,200,000		2,193,985
			4,832,374
Consumer Finance - 1.0%
Capital One Financial Corp. 1.5725% 9/10/09 (d)	315,000		306,892
General Electric Capital Corp. 1.42% 6/15/09 (d)	1,900,000		1,899,293
			2,206,185
Diversified Financial Services - 0.7%
BP Capital Markets PLC 2.3156% 3/17/11 (d)	1,500,000		1,519,815
Insurance - 0.6%
Metropolitan Life Global Funding I 1.9722% 6/25/10 (a)(d)	1,500,000		1,423,433
Thrifts & Mortgage Finance - 0.9%
Countrywide Home Loans, Inc. 4.125% 9/15/09	2,000,000		1,983,802
TOTAL FINANCIALS			13,453,551
HEALTH CARE - 0.5%
Pharmaceuticals - 0.5%
Pfizer, Inc. 3.1728% 3/15/11 (d)	1,000,000		1,025,915
TOTAL NONCONVERTIBLE BONDS (Cost $15,641,209)		15,497,296
U.S. Government and Government Agency Obligations - 62.2%
Other Government Related - 3.3%
Bank of America Corp. 1.3394% 4/30/12 (FDIC Guaranteed) (b)(d)	1,500,000		1,515,875
Citigroup Funding, Inc. 1.375% 5/5/11 (FDIC Guaranteed) (b)	470,000		469,864
U.S. Government and Government Agency Obligations - continued
	Principal Amount		Value
Other Government Related - continued
General Electric Capital Corp. 1.8% 3/11/11 (FDIC Guaranteed) (b)	$ 590,000		$ 594,654
Goldman Sachs Group, Inc.:
1.4913% 11/9/11 (FDIC Guaranteed) (b)(d)	2,000,000		2,017,402
1.7% 3/15/11 (FDIC Guaranteed) (b)	1,000,000		1,007,853
JPMorgan Chase & Co. 1.3306% 2/23/11 (FDIC Guaranteed) (b)(d)	2,000,000		2,003,070
TOTAL OTHER GOVERNMENT RELATED			7,608,718
U.S. Government Agency Obligations - 36.8%
Fannie Mae:
0% 9/25/09	30,000,000		29,975,490
0% 11/6/09	5,000,000		4,990,088
1.75% 3/23/11	5,000,000		5,048,530
3.25% 2/10/10	16,000,000		16,317,472
Federal Home Loan Bank 0% 5/27/09	15,000,000		14,999,130
Freddie Mac:
1.625% 4/26/11	1,000,000		1,006,243
4.875% 2/9/10	11,500,000		11,871,232
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS			84,208,185
U.S. Treasury Obligations - 22.1%
U.S. Treasury Bills, yield at date of purchase 0.31% 7/9/09 (c)	10,000,000		9,998,140
U.S. Treasury Notes 3.5% 8/15/09	40,000,000		40,387,514
TOTAL U.S. TREASURY OBLIGATIONS			50,385,654
TOTAL U.S. GOVERNMENT AND GOVERNMENT AGENCY OBLIGATIONS (Cost $141,577,105)		142,202,557
U.S. Government Agency - Mortgage Securities - 4.4%
Fannie Mae - 2.5%
4.347% 11/1/34 (d)	254,389		259,556
4.402% 6/1/35 (d)	1,987,528		2,030,385
U.S. Government Agency - Mortgage Securities - continued
	Principal Amount		Value
Fannie Mae - continued
4.402% 7/1/35 (d)	$ 1,262,715		$ 1,282,213
4.541% 10/1/35 (d)	2,126,935		2,169,327
TOTAL FANNIE MAE			5,741,481
Freddie Mac - 1.9%
4.305% 6/1/35 (d)	1,343,282		1,375,655
4.482% 4/1/35 (d)	1,938,380		1,980,443
4.702% 11/1/35 (d)	961,055		989,887
TOTAL FREDDIE MAC			4,345,985
TOTAL U.S. GOVERNMENT AGENCY - MORTGAGE SECURITIES (Cost $10,073,475)		10,087,466
Asset-Backed Securities - 5.0%
ACE Securities Corp. Home Equity Loan Trust:
Series 2003-HE1 Class M1, 1.4125% 11/25/33 (d)	113,099		58,777
Series 2003-HS1 Class M2, 3.0625% 6/25/33 (d)	48,071		31,935
Series 2004-HE1 Class M1, 0.9375% 2/25/34 (d)	39,908		34,554
Series 2006-HE2:
Class M3, 0.7775% 5/25/36 (d)	240,000		4,834
Class M4, 0.8375% 5/25/36 (d)	200,000		3,410
Class M5, 0.8775% 5/25/36 (d)	149,860		1,512
Ameriquest Mortgage Securities, Inc. pass-thru certificates:
Series 2004-R11 Class M1, 1.0975% 11/25/34 (d)	507,544		161,909
Series 2004-R9 Class M2, 1.0875% 10/25/34 (d)	720,000		267,614
Bank of America Credit Card Master Trust Series 2008-A9 Class A9, 4.07% 7/16/12	2,000,000		2,028,781
Capital Trust Ltd. Series 2004-1:
Class A2, 0.8969% 7/20/39 (a)(d)	265,000		66,250
Class B, 1.1969% 7/20/39 (a)(d)	140,000		19,600
Class C, 1.5469% 7/20/39 (a)(d)	180,000		16,200
Cendant Timeshare Receivables Funding LLC Series 2005 1A Class 2A2, 0.6269% 5/20/17 (a)(d)	244,479		178,436
Chase Issuance Trust Series 2007-14 Class A, 0.7013% 9/15/11 (d)	2,000,000		1,996,448
Citibank Credit Card Issuance Trust Series 2004-A3 Class A3, 1.1694% 7/25/11 (d)	1,000,000		995,940
Asset-Backed Securities - continued
	Principal Amount		Value
CNH Equipment Trust Series 2005-B Class A4A, 0.5113% 5/16/11 (d)	$ 781,559		$ 775,289
Countrywide Home Loans, Inc. Series 2002-6 Class AV1, 1.2975% 5/25/33 (d)	13,337		6,785
Fannie Mae subordinate REMIC pass-thru certificates Series 2004-T5:
Class AB1, 0.8491% 5/28/35 (d)	80,751		50,161
Class AB3, 1.012% 5/28/35 (d)	32,052		18,652
First Franklin Mortgage Loan Trust Series 2004-FF2 Class M3, 1.2625% 3/25/34 (d)	3,188		1,266
Fremont Home Loan Trust:
Series 2005-A:
Class M1, 0.8675% 1/25/35 (d)	72,117		66,066
Class M4, 1.1175% 1/25/35 (d)	125,000		54,638
Series 2006-A:
Class M4, 0.8375% 5/25/36 (d)	685,000		5,077
Class M5, 0.9375% 5/25/36 (d)	359,966		813
GSAMP Trust:
Series 2003-FM1 Class M1, 1.6769% 3/20/33 (d)	392,912		223,336
Series 2006-NC2 Class M4, 0.7875% 6/25/36 (d)	1,541,000		6,935
Series 2007-HE1 Class M1, 0.6875% 3/25/47 (d)	335,000		12,864
Guggenheim Structured Real Estate Funding Ltd. Series 2005-1 Class C, 1.5175% 5/25/30 (a)(d)	650,741		162,685
Home Equity Asset Trust:
Series 2002-3 Class A5, 1.3175% 2/25/33 (d)	14		2
Series 2003-5:
Class A2, 1.1375% 12/25/33 (d)	10,566		2,803
Class M1, 1.4875% 12/25/33 (d)	115,119		62,200
Series 2003-7 Class A2, 1.1975% 3/25/34 (d)	2,079		301
Household Home Equity Loan Trust Series 2004-1 Class M, 1.065% 9/20/33 (d)	80,636		52,043
MBNA Credit Card Master Note Trust Series 2006-A3 Class A3, 0.4713% 8/15/12 (d)	2,500,000		2,470,427
Merrill Lynch Mortgage Investors Trust Series 2004-HE2 Class A1B, 0.9075% 8/25/35 (d)	39,863		29,897
Morgan Stanley ABS Capital I Trust Series 2004-HE6 Class A2, 0.7775% 8/25/34 (d)	65,756		9,559
Morgan Stanley Dean Witter Capital I Trust Series 2002-AM3 Class A3, 1.4175% 2/25/33 (d)	14,114		11,560
Ocala Funding LLC Series 2006-1A Class A, 1.8469% 3/20/11 (a)(d)	965,000		357,050
Park Place Securities, Inc.:
Series 2004-WCW1 Class M4, 1.8875% 9/25/34 (d)	435,000		41,912
Asset-Backed Securities - continued
	Principal Amount		Value
Park Place Securities, Inc.: - continued
Series 2004-WWF1 Class M4, 1.5375% 1/25/35 (d)	$ 945,000		$ 180,612
Series 2005-WCH1 Class M3, 0.9975% 1/25/35 (d)	425,000		139,321
Salomon Brothers Mortgage Securities VII, Inc. Series 2003-HE1 Class A, 1.2375% 4/25/33 (d)	1,451		225
SLMA Student Loan Trust Series 2004-10 Class A3, 1.1819% 10/25/16 (d)	624,629		622,189
Structured Asset Securities Corp. Series 2007-GEL1 Class A2, 0.6275% 1/25/37 (a)(d)	1,000,000		289,378
Terwin Mortgage Trust:
Series 2003-4HE Class A1, 0.8675% 9/25/34 (d)	21,802		4,929
Series 2003-6HE Class A1, 0.9075% 11/25/33 (d)	17,086		4,422
TOTAL ASSET-BACKED SECURITIES (Cost $20,173,331)		11,529,597
Collateralized Mortgage Obligations - 2.3%
Private Sponsor - 2.3%
Bear Stearns ALT-A Trust floater Series 2005-2 Class 1A1, 0.6875% 3/25/35 (d)	371,043		179,780
Credit Suisse First Boston Adjustable Rate Mortgage Trust floater:
Series 2004-2 Class 7A3, 0.8375% 2/25/35 (d)	130,179		77,538
Series 2004-4 Class 5A2, 0.8375% 3/25/35 (d)	21,345		9,948
Series 2005-1 Class 5A2, 0.7675% 5/25/35 (d)	82,751		38,589
Series 2005-10 Class 5A2, 0.7575% 1/25/36 (d)	637,714		294,316
Series 2005-2:
Class 6A2, 0.7175% 6/25/35 (d)	23,919		10,801
Class 6M2, 0.9175% 6/25/35 (d)	1,375,000		262,657
Series 2005-5 Class 6A2, 0.6675% 9/25/35 (d)	373,895		211,456
Series 2005-8 Class 7A2, 0.7175% 11/25/35 (d)	290,129		164,634
Credit Suisse First Boston Mortgage Securities Corp. floater:
Series 2004-AR5 Class 11A2, 1.1775% 6/25/34 (d)	16,181		8,244
Series 2004-AR6 Class 9A2, 1.1775% 10/25/34 (d)	22,313		11,112
Series 2004-AR7 Class 6A2, 1.1975% 8/25/34 (d)	28,287		12,463
Series 2004-AR8 Class 8A2, 1.1975% 9/25/34 (d)	18,730		9,416
Deutsche Alt-A Securities Mortgage Loan Trust floater Series 2007-BAR1 Class A3, 0.5975% 3/25/37 (d)	1,375,000		395,221
First Horizon Mortgage pass-thru Trust floater Series 2004-FL1 Class 2A1, 2.15% 12/25/34 (d)	49,697		24,387
Collateralized Mortgage Obligations - continued
	Principal Amount		Value
Private Sponsor - continued
GSR Mortgage Loan Trust floater Series 2004-11 Class 2A1, 0.7675% 12/20/34 (d)	$ 400,277		$ 208,713
Homestar Mortgage Acceptance Corp. floater Series 2004-5 Class A1, 0.8875% 10/25/34 (d)	284,945		159,494
Impac CMB Trust floater:
Series 2004-11 Class 2A2, 1.1775% 3/25/35 (d)	201,356		53,125
Series 2005-1:
Class M4, 1.1875% 4/25/35 (d)	28,922		4,220
Class M5, 1.2075% 4/25/35 (d)	28,922		3,566
Class M6, 1.2575% 4/25/35 (d)	34,471		3,764
Series 2005-4 Class 1B1, 1.7375% 5/25/35 (d)	111,793		9,795
Lehman Structured Securities Corp. floater Series 2005-1 Class A2, 0.8275% 9/26/45 (a)(d)	327,609		145,649
MASTR Adjustable Rate Mortgages Trust floater:
Series 2004-11 Class 1A4, 0.9275% 11/25/34 (d)	28,840		8,924
Series 2005-1 Class 1A1, 0.7075% 3/25/35 (d)	47,660		26,469
Merrill Lynch Mortgage Investors Trust floater:
Series 2003-A Class 2A2, 2.1613% 3/25/28 (d)	19,149		11,552
Series 2003-D Class A, 0.7475% 8/25/28 (d)	253,813		159,545
Series 2003-E Class A2, 2.0813% 10/25/28 (d)	90,137		53,746
Series 2005-A Class A2, 2.0013% 2/25/30 (d)	169,255		106,627
Series 2005-B Class A2, 2.7988% 7/25/30 (d)	184,421		107,972
Series 2006-MLN1 Class M4, 0.7975% 7/25/37 (d)	1,015,000		3,959
MortgageIT Trust floater Series 2004-2:
Class A1, 0.8075% 12/25/34 (d)	226,513		133,366
Class A2, 0.8875% 12/25/34 (d)	305,962		191,396
Provident Funding Mortgage Loan Trust Series 2005-2 Class 3A, 4.585% 10/25/35 (d)	474,829		350,616
Residential Asset Mortgage Products, Inc. Series 2005-AR5 Class 1A1, 5.3716% 9/19/35 (d)	235,020		150,210
Sequoia Mortgage Trust floater:
Series 2004-1 Class A, 1.8888% 2/20/34 (d)	73,719		46,691
Series 2004-10 Class A4, 4.5188% 11/20/34 (d)	188,815		116,460
Series 2004-12 Class 1A2, 2.1538% 1/20/35 (d)	315,677		189,413
Series 2004-4 Class A, 4.4388% 5/20/34 (d)	225,058		129,634
Series 2004-5 Class A3, 2.9113% 6/20/34 (d)	87,903		50,216
Series 2004-6 Class A3A, 2.1613% 7/20/34 (d)	93,678		60,104
Series 2004-7:
Class A3A, 1.9138% 8/20/34 (d)	112,898		67,695
Class A3B, 2.1388% 7/20/34 (d)	219,219		128,559
Series 2005-1 Class A2, 1.7513% 2/20/35 (d)	181,721		109,029
Series 2005-2 Class A2, 2.03% 3/20/35 (d)	240,979		140,061
Collateralized Mortgage Obligations - continued
	Principal Amount		Value
Private Sponsor - continued
Soundview Home Equity Loan Trust floater Series 2006-EQ1 Class M7, 1.2375% 9/25/36 (d)	$ 330,000		$ 4,191
Structured Asset Securities Corp. floater Series 2004-NP1 Class A, 0.8375% 9/25/33 (a)(d)	56,082		23,940
TBW Mortgage-Backed pass-thru certificates floater Series 2006-4 Class A3, 0.6375% 9/25/36 (d)	1,000,000		456,117
WaMu Mortgage pass-thru certificates floater Series 2006-AR11 Class C1B1, 0.5175% 9/25/46 (d)	96,096		91,961
TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS (Cost $12,567,651)		5,217,341
Commercial Mortgage Securities - 0.3%
Morgan Stanley Capital I Trust:
floater:
Series 2005-XLF Class K, 1.102% 8/15/19 (a)(d)	420,000		231,000
Series 2006-XLF Class C, 1.652% 7/15/19 (a)(d)	570,000		57,000
Series 2007-XLFA Class B, 0.582% 10/15/20 (a)(d)	440,000		132,000
Series 2007-XLC1:
Class C, 1.0513% 7/17/17 (a)(d)	803,413		64,273
Class D, 1.1513% 7/17/17 (a)(d)	378,077		26,465
Class E, 1.2513% 7/17/17 (a)(d)	305,370		18,322
STRIPS III Ltd./STRIPS III Corp. floater Series 2004-1A Class A, 0.92% 3/24/18 (a)(d)	71,013		63,912
TOTAL COMMERCIAL MORTGAGE SECURITIES (Cost $2,982,943)		592,972
Certificates of Deposit - 1.8%
Bank Tokyo-Mitsubishi UFJ Ltd. yankee 0.77% 6/30/09	2,000,000		1,999,797
Sumitomo Mitsui Banking Corp. yankee 0.8% 7/27/09	2,000,000		1,998,927
TOTAL CERTIFICATES OF DEPOSIT (Cost $4,000,000)		3,998,724
Commercial Paper - 13.1%
Bank of Nova Scotia yankee 0.76% 5/12/09	4,000,000		3,999,727
BNP Paribas Finance, Inc. yankee 0.89% 6/3/09	2,000,000		1,999,292
Calyon North America yankee 1.03% 5/19/09	2,000,000		1,999,712
CBA Finance, Inc. yankee 0.75% 6/2/09	2,000,000		1,999,329
Commercial Paper - continued
	Principal Amount		Value
Dakota Notes (Citibank Credit Card Issuance Trust) 1.15% 5/4/09	$ 2,000,000		$ 1,999,862
Danske Corp. yankee 0.76% 7/24/09	2,000,000		1,995,882
Emerald Notes (BA Credit Card Trust) 1.15% 5/11/09	2,000,000		1,999,621
Lloyds TSB Bank PLC yankee 1.15% 5/11/09	5,000,000		4,999,649
Natexis Banques Populaires US Finance Co. LLC yankee 1.18% 5/11/09	2,000,000		1,999,859
Nationwide Building Society yankee 1.42% 6/8/09	2,000,000		1,999,029
Rabobank USA Financial Corp. yankee 0.9% 8/10/09	3,000,000		2,997,705
Societe Generale North America, Inc. yankee 0.86% 5/26/09	2,000,000		1,999,535
TOTAL COMMERCIAL PAPER (Cost $29,975,849)		29,989,202

Cash Equivalents - 6.4%
	Maturity Amount
Investments in repurchase agreements in a joint trading account at 0.15%, dated 4/30/09 due 5/1/09 (Collateralized by U.S. Government Obligations) # (Cost $14,679,000)	$ 14,679,062		14,679,000
TOTAL INVESTMENT PORTFOLIO - 102.3% (Cost $251,670,563)			233,794,155
NET OTHER ASSETS - (2.3)%			(5,209,673)
NET ASSETS - 100%		$ 228,584,482

Futures Contracts
	Expiration Date	Underlying Face Amount at Value	Unrealized Appreciation/ (Depreciation)
Purchased
Eurodollar Contracts
20 Eurodollar 90 Day Index Contracts	June 2009	$ 19,952,750	$ 11,816
20 Eurodollar 90 Day Index Contracts	Sept. 2009	19,950,250	14,191
10 Eurodollar 90 Day Index Contracts	Dec. 2009	9,970,125	6,221
TOTAL EURODOLLAR CONTRACTS		$ 49,873,125	$ 32,228

The face value of futures purchased as a percentage of net assets - 21.8%

Legend

(a) 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 end of the period, the value of these securities amounted to $3,275,593 or 1.4% of net assets.

(b) Under the Temporary Liquidity Guarantee Program, the Federal Deposit Insurance Corporation guarantees principal and interest in the event of payment default or bankruptcy until the earlier of maturity date of the debt or until June 30, 2012. At the end of the period these securities amounted to $7,608,718 or 3.3% of net assets.

(c) 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 $99,981.

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

# Additional Information on each counterparty to the repurchase agreement is as follows:

Repurchase Agreement / Counterparty	Value
$14,679,000 due 5/01/09 at 0.15%
BNP Paribas Securities Corp.	$ 2,603,536
Barclays Capital, Inc.	416,475
Credit Suisse Securities (USA) LLC	540,967
Deutsche Bank Securities, Inc.	5,497,472
HSBC Securities (USA), Inc.	4,164,752
Mizuho Securities USA, Inc.	416,475
Societe Generale, New York Branch	1,039,323
	$ 14,679,000

Other Information

The following is a summary of the inputs used, as of April 30, 2009, involving the Fund's assets carried at value. The inputs or methodology used for valuing securities may not be an indication of the risk associated with investing in those securities. For more information on valuation inputs, and their aggregation into the levels used in the tables below, please refer to the Investment Valuation section at the end of this listing.

Valuation Inputs at Reporting Date:
Description	Total	Level 1	Level 2	Level 3
Investments in Securities	$ 233,794,155	$ -	$ 231,465,348	$ 2,328,807
Other Financial Instruments*	$ 32,228	$ 32,228	$ -	$ -

*Other financial instruments include Futures Contracts.

The following is a reconciliation of assets for which Level 3 inputs were used in determining value:

	Investments in Securities
Beginning Balance	$ 4,667,320
Total Realized Gain (Loss)	(179,439)
Total Unrealized Gain (Loss)	(3,559,217)
Cost of Purchases	-
Proceeds of Sales	(478,228)
Amortization/Accretion	(82,718)
Transfer in/out of Level 3	1,961,089
Ending Balance	$ 2,328,807

The information used in the above reconciliation represents fiscal year to date activity for any Investment Securities identified as using Level 3 inputs at either the beginning or the end of the current fiscal period. Transfers in or out of Level 3 represents either the beginning value (for transfers in), or the ending value (for transfers out) of any Security or Instrument where a change in the pricing level occurred from the beginning to the end of the period.

Income Tax Information

At April 30, 2009, the aggregate cost of investment securities for income tax purposes was $251,589,215. Net unrealized depreciation aggregated $17,795,060, of which $888,288 related to appreciated investment securities and $18,683,348 related to depreciated investment securities.

Investment Valuation

Investments are valued as of 4:00 p.m. Eastern time on the last calendar day of the period. Security transactions are accounted for as of trade date. The Fund uses independent pricing services approved by the Board of Trustees to value its investments.

Debt securities, including restricted securities, are valued by independent pricing services or by dealers who make markets in such securities. Pricing services consider yield or price of bonds of comparable quality, coupon, maturity and type as well as available dealer supplied prices. Futures contracts are valued at the settlement price established each day by the board of trade or exchange on which they are traded. Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value. Actual prices received at disposition may differ.

When current market prices or quotations are not readily available or reliable, valuations may be determined in good faith in accordance with procedures adopted by the Board of Trustees. The frequency with which these procedures are used cannot be predicted and may be utilized to a significant extent. The value of securities used for net asset value calculation under these procedures may differ from published prices for the same securities.

The Fund adopted the provisions of Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157), effective with the beginning of the Fund's fiscal year. SFAS 157 establishes a hierarchy that prioritizes the inputs to valuation techniques giving the highest priority to readily available unadjusted quoted prices in active markets for identical assets (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements) when market prices are not readily available or reliable. The three levels of the hierarchy under SFAS 157 are described below:

Level 1 - Quoted prices in active markets for identical securities.

Level 2 - Prices determined using other significant observable inputs. Observable inputs are inputs that other market participants may use in pricing a security. These may include quoted prices for similar securities, interest rates, prepayment speeds, credit risk and others.

Level 3 - Prices determined using significant unobservable inputs. In situations where quoted prices or observable inputs are unavailable or deemed less relevant (for example, when there is little or no market activity for an investment at the end of the period), unobservable inputs may be used. Unobservable inputs reflect the Fund's own assumptions about the factors market participants would use in pricing an investment, and would be based on the best information available.

Changes in valuation techniques may result in transfers in or out of an investment's assigned level within the hierarchy.

For additional information on the Fund's policy regarding valuation of investments and other significant accounting policies, please refer to the Fund's most recent semiannual or annual shareholder report.

Quarterly Report

The fund's schedule of investments as of the date on the cover of this report has not been audited. This report is provided for the general information of the fund's shareholders. For more information regarding the fund and its holdings, please visit advisor.fidelity.com or call Fidelity at 1-877-208-0098 for a free copy of the fund's most recent prospectus and annual report.

Third party trademarks and service marks are the property of their respective owners. All other trademarks and service marks are the property of FMR LLC or an affiliate.

Quarterly Report

Item 2. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Income Fund's (the "Trust") 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 Trust's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 3. Exhibits

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.

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 Income Fund

By:	/s/John R. Hebble
	John R. Hebble
	President and Treasurer
Date:	June 29, 2009

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/John R. Hebble
	John R. Hebble
	President and Treasurer
Date:	June 29, 2009

By:	/s/Christine Reynolds
	Christine Reynolds
	Chief Financial Officer
Date:	June 29, 2009