FIDELITY CAPITAL TRUST
497, 1998-06-23
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SUPPLEMENT TO THE FIDELITY DISCIPLINED EQUITY FUND
FIDELITY STOCK SELECTOR
FIDELITY TECHNOQUANTSM GROWTH FUND
DECEMBER 27, 1997
STATEMENT OF ADDITIONAL INFORMATION
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOR FIDELITY
DISCIPLINED EQUITY FUND FOUND IN THE "INVESTMENT POLICIES AND
LIMITATIONS" SECTION ON PAGE 2.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)). The fund will not borrow from other funds advised by
FMR or its affiliates if total outstanding borrowings immediately
after such borrowing would exceed 15% of the fund's total assets.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOR FIDELITY
STOCK SELECTOR FOUND IN THE "INVESTMENT POLICIES AND LIMITATIONS"
SECTION ON PAGE 3.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)). The fund will not borrow from other funds advised by
FMR or its affiliates if total outstanding borrowings immediately
after such borrowing would exceed 15% of the fund's total assets.
THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOR FIDELITY
TECHNOQUANT GROWTH FUND FOUND IN THE "INVESTMENT POLICIES AND
LIMITATIONS" SECTION ON PAGE 4.
(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)). The fund will not borrow from other funds advised by
FMR or its affiliates if total outstanding borrowings immediately
after such borrowing would exceed 15% of the fund's total assets.
   THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"DESCRIPTION OF THE TRUST" SECTION ON PAGE 31.    
   CUSTODIAN. State Street Bank and Trust Company, North Quincy, MA,
is custodian of the assets of Disciplined Equity.  Brown Brothers
Harriman & Co., 40 Water Street, Boston, Massachusetts, is custodian
of the assets of Stock Selector.  The Chase Manhattan Bank, 1 Chase
Manhattan Plaza, New York, New York, is custodian of the assets of
TechnoQuant Growth. Each custodian is responsible for the safekeeping
of a fund's assets and the appointment of any subcustodian banks and
clearing agencies. A custodian takes no part in determining the
investment policies of a fund or in deciding which securities are
purchased or sold by a fund. However, a fund may invest in obligations
of its custodian and may purchase securities from or sell securities
to the custodian. The Bank of New York and, for Disciplined Equity and
Stock Selector, The Chase Manhattan Bank, each headquartered in New
York, also may serve as special purpose custodians of certain assets
in connection with repurchase agreement transactions.    



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