FIDELITY COMMONWEALTH TRUST
497, 1997-04-23
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SUPPLEMENT TO THE FIDELITY MARKET INDEX FUND JUNE 21, 1996
PROSPECTUS
The following changes are effective  April 18, 1997:  
   The fund has changed its name to Spartan Market Index Fund.    
The following information replaces similar information found in "How to Buy
Shares" on page 16:
   TO OPEN AN ACCOUNT  $10,000
For Fidelity IRA, Rollover IRA, SEP-IRA
and Keogh accounts  $500 
TO ADD TO AN ACCOUNT  $1,000
    For Fidelity IRA, Rollover IRA, SEP-IRA
and Keogh accounts $250
   Through regular investment plans* $500
MINIMUM BALANCE $5,000
    For Fidelity IRA, Rollover IRA, SEP-IRA
and Keogh accounts $500
*FOR MORE INFORMATION ABOUT REGULAR INVESTMENT PLANS, PLEASE REFER TO
INVESTOR SERVICES, PAGE 20.
These minimums may vary for investments through Fidelity Portfolio Advisory
Services. There is no minimum account balance or initial or subsequent
investment minimums for certain retirement accounts funded through salary
reduction, or accounts opened with the proceeds of distributions from such
Fidelity retirement accounts. Refer to the program materials for details.
The following information replaces similar information found in "Expenses"
on page 5:
   EXPENSES 
    SHAREHOLDER TRANSACTION EXPENSES    are charges you may pay when you
buy or sell shares of a fund. In addition, you may be charged an annual
index account fee if your balance falls below $10,000.  See "Transaction
Details," page 23 for an explanation of how and when these charges apply.
Maximum sales charge on purchases
       None   
   and reinvested distributions                    
 
   Deferred sales charge on redemptions                                 None   
 
R   edemption fee (as a % of amount redeemed on shares held less        0.50   
   than 90 days)                                                        %      
 
   Exchange Fee                                             None    
 
   Index account fee 
                                      $10.0   
   (for accounts under $10,000; per account per year)       0       
 
       ANNUAL FUND OPERATING EXPENSES    are paid out of the fund's assets.
The fund pays a management fee to FMR. The fund's expenses are factored
into its share price or dividends and are not charged directly to
shareholder accounts (see page 13). 
The following figures are based on historical expenses, adjusted to reflect
current fees, and are calculated as a percentage of average net assets.
 
Management fee (after reimbursement)       0.19   
                                              %      
 
   12b-1 fee                                  None   
 
   Other expenses                             0.00   
                                              %      
 
   Total fund operating expenses
             0.19   
   (after reimbursement)                      %      
 
EXAMPLES: Let   's say, hypothetically, that the fund's annual return is 5%
and that its operating expenses are exactly as just described. For every
$1,000 you invested, here's how much you would pay in total expenses after
the number of years indicated.    
A   fter 1 year         $ 12                     
 
   After 3 yea    rs    $ 36                     
 
   After 5 years        $ 60                     
 
   After 10 years       $ 12                     
                        3                        
 
T   hese examples illustrate the effect of expenses, but are not meant to
suggest actual or expected costs or returns, all of which may vary.
Effective April 18, 1997, FMR voluntarily agreed to implement an expense
cap. FMR will reimburse the fund to the extent that total operating
expenses exceed 0.19%. If this  agreement was not in effect, the management
fee and total operating expenses would be 0.45% and 0.45%, respectively.
Expenses eligible for reimbursement do not include interest, taxes,
brokerage commissions, or extraordinary expenses.     
The following information supplements the information found in "Breakdown
of Expenses" on page 13:
   To offset shareholder service costs, FSC also collects the fund's annual
index account fee of $10.00 per account. FSC deducts $10.00 from your
account at the time the December dividend is credited to your account. If
the amount of the dividend is not sufficient to pay the fee, the index
account fee will be deducted directly from your account balance.    
The following information replaces similar  information found in "How to
Sell Shares" on page 18:
   IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least
$5,000 worth of shares in the account to keep it open ($500 for retirement
accounts).    
The following information replaces similar information found in "Dividends,
Capital Gains, and Taxes" on page 22:
   The fund distributes substantially all of its net income and capital
gains to shareholders each year.  Normally, dividends and capital gains are
distributed in June and December.    
The following information replaces similar information found in
"Transaction Details" beginning on page 23:
   THE FUND CHARGES AN ANNUAL INDEX ACCOUNT FEE of $10.00 per account to
offset shareholder service costs if your account falls below $10,000. The
index account fee does not apply to assets held in employee benefit plans
(including Fidelity sponsored 403(b) arrangements but otherwise as defined
in the Employee Retirement Income Security Act of 1974, excluding SIMPLE
IRAs, SEP IRAs and The Fidelity Retirement Plan) having more than 50
eligible employees or a minimum of $1,000,000 in plan assets that have at
least some portion of its assets invested in mutual funds advised by FMR
and which are marketed and distributed directly to plan sponsors and
participants without any assistance or intervention from any intermediary
distribution channel. In addition, this fee does not apply to assets held
in a Fidelity Regular IRA or Fidelity Rollover IRA purchased with the
proceeds of a distribution o    r    transfer from an employee benefit plan
as described above provided that at the time of the distribution or
transfer the employee benefit plan satisfies the requirements described
above. 
FSC deducts $10.00 from your account at the time the December dividend is
credited to your account. If the amount of the dividend is not sufficient
to pay the fee, the index account fee may be deducted from your account
balance.    
IF YOUR ACCOUNT BALANCE FALLS BELOW    $5,000, y    ou will be given 30
days' notice to reestablish the minimum balance. If you do not increase
your balance, Fidelity reserves the right to close your account and send
the proceeds to you. Your shares will be redeemed at the NAV on the day
your account is closed.
The following supplements the information found in "Securities and
Investment Practices" beginning on page 10. 
CASH MANAGEMENT. The fund may invest in money market securities, in
repurchase agreements, and in a money market fund available only to funds
and accounts managed by FMR or its affiliates, whose goal is to seek a high
level of current income while maintaining a stable $1.00 share price. A
major change in interest rates or a default on the money market fund's
investments could cause its share price to change.
 



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