FIDELITY COMMONWEALTH TRUST
497, 1997-01-17
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SUPPLEMENT TO THE
FIDELITY SMALL CAP STOCK FUND, FIDELITY MID-CAP STOCK FUND AND FIDELITY
LARGE CAP STOCK FUND JUNE 21, 1996 PROSPECTUS
   The following information replaces the similar information found in the
"Charter" section on page 13:
Katherine Collins is manager of Mid-Cap Stock, which she has managed since
January 1997. She also manages another Fidelity fund. Since joining
Fidelity in 1990, Ms. Collins has worked as an analyst and manager.    
The  following information supplements the section entitled "Securities and
Investment Practices" beginning on page 15:
CASH MANAGEMENT. A 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.
The following information replaces similar information found in "How to Buy
Shares" on page 24:
MINIMUM INVESTMENTS 
TO OPEN AN ACCOUNT  $2,500
For Fidelity IRA, Rollover IRA, SEP-IRA
and Keogh  accounts  $500
TO ADD TO AN ACCOUNT  $250
   For Fidelity IRA, Rollover IRA, SEP-IRA
and Keogh accounts $250
Through regular investment plans* $100
MINIMUM BALANCE $2,000
For Fidelity IRA, Rollover IRA, SEP-IRA
and Keogh accounts $500    
* FOR MORE INFORMATION ABOUT REGULAR INVESTMENT PLANS, PLEASE REFER TO
"INVESTOR SERVICES," PAGE 28.
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 "How to
Sell Shares" on page 26:
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least $2,000
worth of shares in the account to keep it open ($500 for retirement
accounts).
The following information replaces similar information found in
"Transaction Details" on pages 33 and 34:
FIDELITY     RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE    of
$12.00 from accounts with a value of less than $2,500 (including any amount
paid as a sales charge), subject to an annual maximum charge of $24.00 per
shareholder. It is expected that accounts will be valued on the second
Friday in November of each year. Accounts opened after September 30 will
not be subject to the fee for that year. The fee, which is payable to the
transfer agent, is designed to offset in part the relatively higher costs
of servicing smaller accounts. This fee will not be deducted from Fidelity
brokerage accounts, retirement accounts (except non-prototype retirement
accounts), accounts using regular investment plans, or if total assets in
Fidelity exceed $30,000. Eligibility for the $30,000 waiver is determined
by aggregating Fidelity accounts maintained by FSC or FBSI which are
registered under the same social security number or which list the same
social security number for the custodian of a Uniform Gifts/Transfers to
Minors Act account.
    IF YOUR ACCOUNT BALANCE FALLS BELOW $2,000,    you 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 information replaces the similar information found in the
"Sales Charge Reductions and Waivers" section on page 36:
2. To shares in a Fidelity account purchased with the proceeds of a
distribution from an employee benefit plan, provided that at the time of
the distribution, the employer or its affiliate maintained a plan that both
qualified for waiver (1) above and had at least some of its assets invested
in Fidelity-managed products. (Distributions transferred to an IRA account
must be transferred within 60 days from the date of the distribution. All
other distributions must be transferred directly into a Fidelity account.)
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
Fidelity International Limited or their 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. 
 
SUPPLEMENT TO THE 
FIDELITY MARKET INDEX FUND JUNE 21, 1996
PROSPECTUS
The following information 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.
The following information replaces similar information found in "How to Buy
Shares" on page 16. 
MINIMUM INVESTMENTS 
TO OPEN AN ACCOUNT  $2,500
   For Fidelity IRA, Rollover IRA, SEP-IRA
and Keogh accounts      $500
TO ADD TO AN ACCOUNT  $250
   For Fidelity IRA, Rollover IRA, SEP-IRA
and Keogh accounts     $250
T   hrough regular     investment plans* $100
MINIMUM B   ALANCE     $2,000
   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. T   here 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. R    efer to the program materials for
details.
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
   $2,000     worth of shares in the account to keep it open ($500 for
retirement accounts). 
The following information replaces similar information found in
"Transaction Details" on page 25. 
FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of $12.00
from accounts with a value of less than $2,500, subject to an annual
maximum charge    of $24.00     per shareholder. It is expected that
accounts will be valued on the second Friday in November of each year.
Accounts opened after September 30 will not be subject to the fee for that
year. The fee, which is payable to the transfer agent, is designed to
offset in part the relatively higher costs of servicing smaller
accounts   . This f    ee will not be deducted from    Fidelity brokerage
accounts,     retirement accounts (except non-prototype retirement
accounts), accounts using regular investment plans, or if total assets in
Fidelity excee   d $30,000.     Eligibility for the    $30,000 w    aiver
is determined by aggregating Fidelity accounts maintained by FSC or FBSI
which are registered under the same social security number or which list
the same social security number for the custodian of a Uniform
Gifts/Transfers to Minors Act account.
IF YOUR ACCOUNT BALANCE FALLS BELOW    $2,00    0, you 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. 
 
SUPPLEMENT TO THE FIDELITY INTERMEDIATE BOND FUND JUNE 21, 1996 PROSPECTUS
The following information supplements information found under the
"Securities and Investment Practices" section beginning on page 10:
CASH MANAGEMENT. The fund may invest in money market securities, in a
pooled account of 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.
The following information replaces the similar information found in the
"How to Buy Shares" section on page 18.
MINIMUM INVESTMENTS 
TO OPEN AN ACCOUNT  $2,500
For Fidelity IRA, Rollover IRA, SEP-IRA
and Keogh accounts  $500
TO ADD TO AN ACCOUNT  $250
For Fidelity IRA, Rollover IRA, SEP-IRA
and Keogh accounts $250
Through regular investment plans* $100
MINIMUM BALANCE $2,000
For Fidelity IRA, Rollover IRA, SEP-IRA
and Keogh accounts $500
*FOR MORE INFORMATION ABOUT REGULAR INVESTMENT PLANS, PLEASE REFER TO
INVESTOR SERVICES, PAGE 22.
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 the "How to
Sell Shares" section beginning on page 20:
IF YOU ARE SELLING SOME BUT NOT ALL OF YOUR SHARES, leave at least $2,000
worth of shares in the account to keep it open ($500 for retirement
accounts). 
The following information replaces similar information found in the
"Transaction Details" section beginning on page 25:
FIDELITY RESERVES THE RIGHT TO DEDUCT AN ANNUAL MAINTENANCE FEE of $12.00
from accounts with a value of less than $2,500 (including any amount paid
as a sales charge), subject to an annual maximum charge of $24.00 per
shareholder. It is expected that accounts will be valued on the second
Friday in November of each year. Accounts opened after September 30 will
not be subject to the fee for that year. The fee, which is payable to the
transfer agent, is designed to offset in part the relatively higher costs
of servicing smaller accounts. This fee will not be deducted from Fidelity
brokerage accounts, retirement accounts (except non-prototype retirement
accounts), accounts using regular investment plans, or if total assets in
Fidelity exceed $30,000. Eligibility for the $30,000 waiver is determined
by aggregating Fidelity accounts maintained by FSC or FBSI which are
registered under the same social security number or which list the same
social security number for the custodian of a Uniform Gifts/Transfers to
Minors Act account.
IF YOUR ACCOUNT BALANCE FALLS BELOW $2,000, you 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.
 
SUPPLEMENT TO THE FIDELITY INTERMEDIATE BOND FUND JUNE 21, 1996
STATEMENT OF ADDITIONAL INFORMATION
The following information replaces the non-fundamental investment
limitation (vi) found on page 3.
(vii) The fund does not currently intend to (a) purchase securities of
other investment companies, except in the open market where no commission
except the ordinary broker's commission is paid, or (b) purchase or retain
securities issued by other open-end investment companies. Limitations (a)
and (b) do not apply (i) to securities received as dividends, through
offers of exchange, or as a result of a reorganization, consolidation, or
merger, or (ii) to securities of other open-end investment companies
managed by FMR or a successor or affiliate purchased pursuant to an
exemptive order granted by the SEC.



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