<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Commonwealth Trust
(Name of Registrant)
File No. 2-52322
</PAGE>
<PAGE>
FILE NO. 2-52322
Fidelity Commonwealth Trust
: Fidelity Intermediate Bond Fund
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended April 30, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
125,125,949 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
125,125,949 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
125,125,949
$
1,248,268,193
Redemptions:
(67,751,352)
$
(677,389,701)
Net Sales Pursuant to Rule 24f-2:
57,374,597
$
570,878,492
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $196,854.65
Fidelity Commonwealth Trust
:
Fidelity Intermediate Bond Fund
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-52322
Fidelity Commonwealth Trust
: Fidelity Market Index Fund
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended April 30, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
1,077,666 shares
(iv) Number of Securities Sold During Fiscal Year
2,955,598 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
1,877,932 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
1,877,932
$
67,485,299
Redemptions:
(1,392,315)
$
(48,508,037)
Net Sales Pursuant to Rule 24f-2:
485,617
$
18,977,262
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $6,543.88
Fidelity Commonwealth Trust
:
Fidelity Market Index Fund
By John H. Costello
Assistant Treasurer
</PAGE>
<PAGE>
FILE NO. 2-52322
Fidelity Commonwealth Trust
: Fidelity Small Cap Stock Fund
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended April 30, 1995
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
53,720,710 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
53,720,710 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
53,720,710
$
557,255,782
Redemptions See Note (2) :
(53,720,710)
$
(557,255,782)
Note (2) : The total number of shares redeemed for the total dollar amount of
redemptions for the fiscal period ended April 30, 1995
, aggregated
64,674,336
and $672,148,923
, respectively. An additional filing
pursuant to Rule 24e-2 can be made to register a number of shares
that will include the share redemptions not utilized under Rule 24f-2.
Net Sales Pursuant to Rule 24f-2:
0
$
0
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $0
Fidelity Commonwealth Trust
:
Fidelity Small Cap Stock Fund
By John H. Costello
Assistant Treasurer
</PAGE>
June 19, 1995
Mr. John Costello, Assistant Treasurer
Fidelity Commonwealth Trust
82 Devonshire Street
Boston, MA 02109
Dear Mr. Costello:
Fidelity Commonwealth Trust (the Trust) is a Massachusetts
business trust initially named Fidelity Investors Trust under a
Declaration of Trust dated November 8, 1974. Its name was
changed to Fidelity Thrift Trust by a Supplement to the Declaration
of Trust adopted by the Board of Trustees on April 11, 1975. Two
Amendments to the Declaration of Trust were adopted by the
Board of Trustees on May 22, 1975 and June 13, 1975,
respectively. An Amended and Restated Declaration of Trust was
executed and delivered on December 16, 1986 and December 17,
1986, respectively. A Supplement to the Amended and Restated
Declaration of Trust was executed and delivered on September 28,
1987 and September 30, 1987, respectively, that changed the
Trust's name to Fidelity Intermediate Bond Fund. A Supplement to
the Amended and Restated Declaration of Trust was executed and
delivered on November 14, 1989 and November 16, 1989,
respectively. The Trust's name was changed to Fidelity
Commonwealth Trust by a Supplement to the Amended and
Restated Declaration of Trust, executed and delivered on February
16, 1990. An Amended and Restated Declaration of Trust was
executed and delivered on June 16, 1994 and August 18, 1994,
respectively.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Capitalized terms used herein, and not otherwise herein defined, are
used as defined in the Declaration of Trust.
Under Article III, Section 1, of the Declaration of Trust, the
beneficial interest in the Trust shall be divided into such transferable
Shares of one or more separate and distinct Series or classes as the
Trustees shall from time to time create and establish. The number
of Shares is unlimited and each Share shall be without par value and
shall be fully paid and nonassessable. The Trustees shall have full
power and authority, in their sole discretion and without obtaining
any prior authorization or vote of the Shareholders or of any Series
or class of Shareholders of the Trust, to create and establish (and to
change in any manner) Shares or any Series or classes thereof with
such preferences, voting powers, rights, and privileges as the
Trustees may from time to time determine, to divide or combine the
Shares or any Series or classes thereof into a greater or lesser
number, to classify or reclassify any issued Shares into one or more
Series or classes of Shares, to abolish any one or more Series or
classes of Shares, and to take such other action with respect to the
Shares as the Trustees may deem desirable.
Under Article III, Section 4, the Trustees shall accept investments
in the Trust from such persons and on such terms as they may from
time to time authorize. Such investments may be in the form of
cash or securities in which the appropriate Series is authorized to
invest, valued as provided in Article X, Section 3. After the date of
the initial contribution of capital, the number of Shares to represent
the initial contribution may in the Trustee's discretion be considered
as outstanding and the amount received by the Trustees on account
of the contribution shall be treated as an asset of the Trust.
Subsequent investments in the Trust shall be credited to each
Shareholder's account in the form of full Shares at the Net Asset
Value per Share next determined after the investment is received;
provided, however, that the Trustees may, in their sole discretion,
(a) impose a sales charge upon investments in the Trust and (b)
issue fractional Shares.
By a vote adopted on December 14, 1984 and amended on
February 22, 1985, the Board of Trustees authorized the issue and
sale, from time to time, of an unlimited number of shares of
beneficial interest of this Trust in accordance with the terms
included in the Registration Statement and subject to the limitations
of the Declaration of Trust and any amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the Trust has registered an
indefinite number of shares of beneficial interest under the
Securities Act of 1933. I further understand that, pursuant to the
provisions of Rule 24f-2, the Trust is about to file with the
Securities and Exchange Commission a notice making definite the
registration of 180,724,591 shares of the Trust (the Shares) sold in
reliance upon Rule 24f-2 during the fiscal year ended April 30,
1995.
I am of the opinion that all necessary Trust action precedent to the
issue of shares of beneficial interest of the Trust including the
Shares, has been duly taken, and that all Shares were legally and
validly issued, and are fully paid and nonassessable, except as
described in each Fund's Statement of Additional Information under
the heading "Shareholder and Trustee Liability." In rendering this
opinion, I rely on the representation by the Trust that it or its agent
received consideration for the Shares in accordance with the
Declaration of Trust and I express no opinion as to compliance with
the Securities Act of 1933, the Investment Company Act of 1940 or
applicable state "Blue Sky" or securities laws in connection with
sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice
which you are about to file under the 1940 Act with said
commission.
Very truly yours,
/s/ Arthur S. Loring
Arthur S. Loring, Esq.
Vice President - Legal
LG951630016
