FIDELITY CAPITAL TRUST
497, 1994-05-17
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SUPPLEMENT TO THE 
FIDELITY TREND FUND AND 
FIDELITY VALUE FUND 
PROSPECTUS
DATED FEBRUARY 19, 1994
The following information 
pertaining to Fidelity Trend 
Fund replaces the 
corresponding information 
found in the section entitled 
"Expenses and Performance" 
on page 4.
ANNUAL FUND OPERATING 
EXPENSES
are paid out of the fund's 
assets. The fund pays a 
management fee that varies 
based on its performance. It 
also incurs other expenses for 
services such as maintaining 
shareholder records and 
furnishing shareholder 
statements and fund reports. 
The fund's expenses are 
factored into its share price or 
dividends and are not charged 
directly to shareholder 
accounts (see page 24).
   The following are projections     
   based on historical expenses,     
   adjusted to reflect the current     
   contract, and are calculated as     
   a percentage of average net     
   assets.     A portion of the 
brokerage commissions that 
the fund paid was used to 
reduce fund expenses. Without 
this reduction, the fund's total 
operating expenses would have 
been    1.03    %. 
   Management fee     .75%   
    
   12b-1 fee     None   
    
   Other expenses       .27%        
       Total fund operating expenses          
  1.02%
EXAMPLES:  Let's say, 
hypothetically, 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 if you close your 
account after the number of 
years indicated:
   After 1 year $10       
    
   After 3 years $32       
    
   After 5 years $56       
    
   After 10 years $125           
These examples illustrate the 
effect of expenses, but are not 
meant to suggest actual or 
expected costs or returns, all of 
which may vary.
SUPPLEMENT TO THE 
FIDELITY TREND FUND AND 
FIDELITY VALUE FUND 
PROSPECTUS
DATED FEBRUARY 19, 1994
The following information 
pertaining to Fidelity Trend 
Fund replaces the 
corresponding information 
found in the section entitled 
"Expenses and Performance" 
on page 4.
ANNUAL FUND OPERATING 
EXPENSES
are paid out of the fund's 
assets. The fund pays a 
management fee that varies 
based on its performance. It 
also incurs other expenses for 
services such as maintaining 
shareholder records and 
furnishing shareholder 
statements and fund reports. 
The fund's expenses are 
factored into its share price or 
dividends and are not charged 
directly to shareholder 
accounts (see page 24).
   The following are projections     
   based on historical expenses,     
   adjusted to reflect the current     
   contract, and are calculated as     
   a percentage of average net     
   assets.     A portion of the 
brokerage commissions that 
the fund paid was used to 
reduce fund expenses. Without 
this reduction, the fund's total 
operating expenses would have 
been    1.03    %. 
   Management fee     .75%   
    
   12b-1 fee     None   
    
   Other expenses       .27%        
       Total fund operating expenses          
  1.02%
EXAMPLES:  Let's say, 
hypothetically, 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 if you close your 
account after the number of 
years indicated:
   After 1 year $10       
    
   After 3 years $32       
    
   After 5 years $56       
    
   After 10 years $125           
These examples illustrate the 
effect of expenses, but are not 
meant to suggest actual or 
expected costs or returns, all of 
which may vary.
   TRE/VAL - 94 - 1 March 28, 1994    
   TRE/VAL - 94 - 1 March 28, 1994    



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