FIDELITY CAPITAL TRUST
497, 1997-01-29
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SUPPLEMENT TO THE 
FIDELITY TREND FUND AND FIDELITY VALUE FUND FEBRUARY 20, 1996
PROSPECTUS
The following information replaces the similar information found in "The
Funds in Detail"section on page 11.
   Arieh Coll is manager of Trend, which he has managed since January 1997. 
Previously, he managed several other Fidelity funds.  Since joining
Fidelity in 1989, Mr. Coll has worked as an analyst and manager.    
Richard Fentin is manager and vice president of Value, which he has managed
since March 1996. Previously, he managed Puritan. Mr. Fentin joined
Fidelity in 1979.
The following information replaces similar information found in "How to Buy
Shares" on  page 22.
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 27.
These minimums may vary for investments through Fidelity Portfolio Advisory
Services. There is no minimum account balance or minimum 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 24.
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 31.
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 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 supplements that found in the "Securities and
Investment Practices" section beginning page 13.
CASH MANAGEMENT. A 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.
 
 



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