FIDELITY COMMONWEALTH TRUST
497, 1994-05-11
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FIDELITY SMALL CAP STOCK FUND
SUPPLEMENT TO THE PROSPECTUS DATED JUNE 28, 1993
The following information replaces the fifth paragraph under the heading 
"Share Price" on page 9.
The fund's sales charge may be reduced if you invest directly with Fidelity 
or through prototype or prototype-like retirement plans sponsored by FMR 
or FMR Corp. Purchases made with assistance or intervention from a 
financial intermediary are not eligible. The amount you invest, plus the 
value of your account, must fall within the ranges shown below. Call 
Fidelity to see if your purchase qualifies.
 Ranges Sales charge Net amount invested
 $0 - 249,000 3% 3.09%
 $250,000 - 499,999 2% 2.04%
 $500,000 - 999,999 1% 1.01%
 $1,000,000 or more none none
The sales charge will also be reduced by the percentage of any sales charge 
you previously paid on investments in other Fidelity funds (not including 
Fidelity's Foreign Currency Funds). Similarly, your shares carry credit for 
any sales charge you would have paid if the reductions in the table above 
had not been available. These sales charge credits only apply if you 
continuously owned Fidelity fund shares or a Fidelity brokerage core 
account, or participated in The CORPORATEplan for Retirement 
Program, and only to purchases made in one of the following ways:  (i) by 
exchange from another Fidelity fund; (ii) with proceeds of a transaction 
within a Fidelity brokerage core account, including any free credit 
balance, core money market fund, or margin availability, to the extent such 
proceeds were derived from redemption proceeds from another Fidelity 
fund; (iii) with redemption proceeds from one of Fidelity's Foreign 
Currency Funds, if the Foreign Currency Fund shares were originally 
purchased with redemption proceeds from a Fidelity fund; (iv) through the 
Directed Dividends Option (see page 12); or (v) by participants in The 
CORPORATEplan for Retirement Program when shares are purchased 
through plan-qualified loan repayments, and for exchanges into and out of 
the Managed Income Portfolio.
FIDELITY SMALL CAP STOCK FUND
SUPPLEMENT TO THE PROSPECTUS DATED JUNE 28, 1993
The following information replaces the fifth paragraph under the heading 
"Share Price" on page 9.
The fund's sales charge may be reduced if you invest directly with Fidelity 
or through prototype or prototype-like retirement plans sponsored by FMR 
or FMR Corp. Purchases made with assistance or intervention from a 
financial intermediary are not eligible. The amount you invest, plus the 
value of your account, must fall within the ranges shown below. Call 
Fidelity to see if your purchase qualifies.
 Ranges Sales charge Net amount invested
 $0 - 249,000 3% 3.09%
 $250,000 - 499,999 2% 2.04%
 $500,000 - 999,999 1% 1.01%
 $1,000,000 or more none none
The sales charge will also be reduced by the percentage of any sales charge 
you previously paid on investments in other Fidelity funds (not including 
Fidelity's Foreign Currency Funds). Similarly, your shares carry credit for 
any sales charge you would have paid if the reductions in the table above 
had not been available. These sales charge credits only apply if you 
continuously owned Fidelity fund shares or a Fidelity brokerage core 
account, or participated in The CORPORATEplan for Retirement 
Program, and only to purchases made in one of the following ways:  (i) by 
exchange from another Fidelity fund; (ii) with proceeds of a transaction 
within a Fidelity brokerage core account, including any free credit 
balance, core money market fund, or margin availability, to the extent such 
proceeds were derived from redemption proceeds from another Fidelity 
fund; (iii) with redemption proceeds from one of Fidelity's Foreign 
Currency Funds, if the Foreign Currency Fund shares were originally 
purchased with redemption proceeds from a Fidelity fund; (iv) through the 
Directed Dividends Option (see page 12); or (v) by participants in The 
CORPORATEplan for Retirement Program when shares are purchased 
through plan-qualified loan repayments, and for exchanges into and out of 
the Managed Income Portfolio.
SCS-94-2 Page 1 of 2 May 5, 1994
SCS-94-2 Page 1 of 2 May 5, 1994
 
The following information supplements the sixth paragraph under the 
heading "Share Price" on page 9.
(7) if you are a current or former trustee or officer of a Fidelity fund or
a  
 current or retired officer, director, or regular employee of FMR Corp. or 
its  direct or indirect Subsidiaries (a Fidelity Trustee or employee), the 
spouse  of a Fidelity trustee or employee, a Fidelity trustee or employee 
acting as  custodian for a minor child, or a person acting as trustee of a
trust 
for the sole benefit of the minor child of a Fidelity trustee or employee;
The following information supplements the ninth paragraph under the 
heading "Share Price" on page 9.
Effective February 1, 1994, the sales charge paid to qualified recipients 
will be 2.25% of the fund's offering price.
FINANCIAL HIGHLIGHTS. The following information supplements the 
information set forth in the Prospectus. The table reports selected data
for a 
share outstanding throughout the period June 28, 1993 (commencement of 
operations) to October 31, 1993:
                         JUNE 28, 1993 
                           (COMMENCEMENT OF 
                              OPERATIONS) TO
                             OCTOBER 31, 1993
                                   (UNAUDITED)
SELECTED PER-SHARE DATA
Net asset value, beginning of
period.......................................................        
$10.00
Income from Investment Operations
    Net investment
income....................................................................
.....   
          .01
    Net realized and unrealized gain (loss) on
investments........................   
          .73
      Total from investment
operations........................................................   
          .74
Net asset value, end of
period..................................................................   
  $    10.74
 
TOTAL RETURN(dagger)(double
dagger)...................................................................
.....................   
       7.40%
 
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000
omitted)...................................................   
 $651,007
Ratio of expenses to average net assets
**................................................   
       1.40%*
Ratio of expenses to average net assets before expense reductions **.....  
 
       1.41%*
Ratio of net investment income to average net
assets..............................   
          .19%*
Portfolio turnover
rate......................................................................
.......   
          161%*
*   ANNUALIZED
**  SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS.
(dagger)  THE TOTAL RETURN DOES NOT INCLUDE THE ONE TIME SALES CHARGE AND
FOR PERIODS OF LESS THAN ONE
     YEAR ARE NOT ANNUALIZED.
(double dagger)   THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD THE ADVISER
NOT REDUCED CERTAIN EXPENSES DURING
       THE PERIOD SHOWN.
   
The following information supplements the sixth paragraph under the 
heading "Share Price" on page 9.
(7) if you are a current or former trustee or officer of a Fidelity fund or
a  
 current or retired officer, director, or regular employee of FMR Corp. or 
its  direct or indirect Subsidiaries (a Fidelity Trustee or employee), the 
spouse  of a Fidelity trustee or employee, a Fidelity trustee or employee 
acting as  custodian for a minor child, or a person acting as trustee of a
trust 
for the sole benefit of the minor child of a Fidelity trustee or employee;
The following information supplements the ninth paragraph under the 
heading "Share Price" on page 9.
Effective February 1, 1994, the sales charge paid to qualified recipients 
will be 2.25% of the fund's offering price.
FINANCIAL HIGHLIGHTS. The following information supplements the 
information set forth in the Prospectus. The table reports selected data
for a 
share outstanding throughout the period June 28, 1993 (commencement of 
operations) to October 31, 1993:
                         JUNE 28, 1993 
                           (COMMENCEMENT OF 
                              OPERATIONS) TO
                             OCTOBER 31, 1993
                                   (UNAUDITED)
SELECTED PER-SHARE DATA
Net asset value, beginning of
period.......................................................        
$10.00
Income from Investment Operations
    Net investment
income....................................................................
.....   
          .01
    Net realized and unrealized gain (loss) on
investments........................   
          .73
      Total from investment
operations........................................................   
          .74
Net asset value, end of
period..................................................................   
  $    10.74
 
TOTAL RETURN(dagger)(double
dagger)...................................................................
.....................   
       7.40%
 
RATIOS AND SUPPLEMENTAL DATA
Net assets, end of period (000
omitted)...................................................   
 $651,007
Ratio of expenses to average net assets
**................................................   
       1.40%*
Ratio of expenses to average net assets before expense reductions **.....  
 
       1.41%*
Ratio of net investment income to average net
assets..............................   
          .19%*
Portfolio turnover
rate......................................................................
.......   
          161%*
*   ANNUALIZED
**  SEE NOTE 5 OF NOTES TO FINANCIAL STATEMENTS.
(dagger)  THE TOTAL RETURN DOES NOT INCLUDE THE ONE TIME SALES CHARGE AND
FOR PERIODS OF LESS THAN ONE
     YEAR ARE NOT ANNUALIZED.
(double dagger)   THE TOTAL RETURN WOULD HAVE BEEN LOWER HAD THE ADVISER
NOT REDUCED CERTAIN EXPENSES DURING
       THE PERIOD SHOWN.
   
 Page 2 of 2 
 Page 2 of 2 
FIDELITY SMALL CAP STOCK FUND
SUPPLEMENT TO THE STATEMENT OF ADDITIONAL INFORMATION
DATED JUNE 28, 1993
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION.  The fund's sales charge
may be reduced to reflect sales charges previously paid, or that would have
been paid absent a reduction as noted in the prospectus, in connection with
investments in other Fidelity funds. This includes reductions for
investments in prototype or prototype-like retirement plans sponsored by
FMR or FMR Corp., which are listed on page 13.
The following information replaces example 8 found in the section entitled
"Additional Purchase and Redemption Information" on page 13.
(8)  if you are a current or former Trustee or officer of a Fidelity fund
or a current or retired officer, director, or regular employee of FMR Corp.
or its direct or indirect subsidiaries (a Fidelity Trustee or employee),
the spouse of a Fidelity Trustee or employee, a Fidelity Trustee or
employee acting as custodian for a minor child, or a person acting as
trustee of a trust for the sole benefit of the minor child of a Fidelity
Trustee or employee;
The following information supplements that found in the section entitled
"Additional Purchase and Redemption Information" on page 13.
(11)  if you are a registered investment adviser (RIA) purchasing for your
discretionary accounts, provided you execute a Fidelity RIA load waiver
agreement which specifies certain aggregate minimum and operating
provisions.  This waiver is available only for shares purchased directly
from Fidelity, without a broker, and is unavailable if the RIA is part of
an organization principally engaged in the brokerage business;
(12)  if you are a trust institution or bank trust department purchasing
for your non-discretionary, non-retirement fiduciary accounts, provided you
execute a Fidelity Trust load waiver agreement which specifies certain
aggregate minimum and operating provisions.  This waiver is available only
for shares purchased either directly from Fidelity or through a
bank-affiliated broker, and is unavailable if the trust department or
institution is part of an organization not principally engaged in banking
or trust activities.
MANAGEMENT CONTRACT.  Effective November 1, 1993, FMR agreed to voluntarily
adopt the revised group fee rate schedule shown below for purposes of
calculating the group fee component of the management fee.  The revised
schedule provides for lower management fees as total assets under
management increase, and it will be presented to shareholders for approval
at the next shareholder meeting.
 GROUP FEE RATE SCHEDULE EFFECTIVE ANNUAL FEE RATES
     Average Group   Annualized   Group Net    Effective Annual Fee    
 Assets               Rate         Assets      Rate                    
 
0 - $  3 billion      .520%    $ 0.5 billion   .5200%   
 
3 -    6              .490      25             .4238    
 
6 -    9              .460      50             .3823    
 
9 -    12             .430      75             .3626    
 
12 -   15             .400     100             .3512    
 
15 -   18             .385     125             .3430    
 
18 -   21             .370     150             .3371    
 
21 -   24             .360     175             .3325    
 
24 -   30             .350     200             .3284    
 
30 -   36             .345     225             .3253    
 
36 -   42             .340     250             .3223    
 
42 -   48             .335     275             .3198    
 
48 -   66             .325     300             .3175    
 
66 -   84             .320     325             .3153    
 
84 -   102            .315     350             .3133    
 
102 -   138           .310                              
 
138 -   174           .305                              
 
174 -   228           .300                              
 
228 -   282           .295                              
 
282 -   336           .290                              
 
           Over 336   .285                              
 
SCSB-94-2 May 5, 1994



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