FIDELITY COMMONWEALTH TRUST
DEFA14A, 1999-12-16
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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

                 Filed by the                                       [X]
                 Registrant

                 Filed by a                                         [ ]
                 Party other than the
                 Registrant

Check the appropriate box:

[  ]  Preliminary Proxy Statement

[  ]  Confidential, for Use of the
      Commission Only (as
      permitted by Rule 14a-6(e)(2))

[  ]  Definitive Proxy Statement

[X]   Definitive Additional Materials

[  ]  Soliciting Material Pursuant
      to Sec. 240.14a-11(c) or
      Sec. 240.14a-12

  (Name of Registrant as
  Specified In Its Charter)

                             (IF YOU CHECKED "FILED BY
                             REGISTRANT ABOVE" DO NOT
                             FILL THIS IN: Name of
                             Person(s) Filing Proxy
                             Statement, if other than the
                             Registrant)

Payment of Filing Fee (Check the appropriate box):

[X]   No fee required.

[  ]  Fee computed on table below
      per Exchange Act Rules
      14a-6(i)(1) and 0-11.

    (1)  Title of each class of
         securities to which
         transaction applies:

    (2)  Aggregate number of
         securities to which
         transaction applies:

    (3)  Per unit price or other
         underlying value of
         transaction
         computed pursuant to Exchange
         Act Rule 0-11:

    (4)  Proposed maximum aggregate
         value of transaction:

    (5)  Total Fee Paid:

[  ]  Fee paid previously with
      preliminary materials.

[  ]  Check box if any part of the
      fee is offset as provided by
      Exchange Act Rule 0-11(a) (2)
      and identify the filing for
      which the offsetting fee was
      paid previously.  Identify the
      previous filing by
      registration statement
      number, or the Form or
      Schedule and the date of
      its filing.

  (1)  Amount Previously Paid:

  (2)  Form, Schedule or
       Registration Statement No.:

  (3)  Filing Party:

  (4)  Date Filed:

[logo]
2nd Request
Urgent Proxy Information
Please cast your vote now!

Dear Shareholder:

Several weeks ago, we mailed you proxy information so that you could
vote on an important proposal which affects your fund.  This
information described the proposal and asked for your vote on this
important issue.  It has been called to our attention that we have not
yet received your ballot.

YOUR VOTE IS IMPORTANT, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY
BE.

I am writing to remind you that your participation is extremely
important.  The Special Meeting of Shareholders scheduled for January
19, 2000 cannot be held until we receive a majority of the votes. If
you haven't done so already, please cast your vote on the enclosed
proxy card(s).  Shareholders who hold more than one account in the
fund will receive a separate card for each account and should vote
each card.

VOTING IS QUICK AND EASY.  EVERYTHING YOU NEED IS ENCLOSED.

TO VOTE BY MAIL

Please mail your SIGNED proxy card(s) in the postage-paid envelope
right away no matter how many shares of the fund you own.

TO VOTE BY FAX

Please fax the front and back of your SIGNED proxy card(s) to our
proxy tabulator at

1-888-451-8683.

If you have already voted, thank you for your response.  If you have
any further questions, please call Fidelity at 1-800-544-8888. We
appreciate your immediate attention. Thank you.

Sincerely,
Edward C. Johnson 3d
Chairman and Chief Executive Officer

                                                      PXL2-MID-1299



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