FIDELITY CAPITAL TRUST
497, 1999-11-22
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SUPPLEMENT TO THE  FIDELITY(registered trademark) CAPITAL
APPRECIATION FUND   DECEMBER 30, 1998 PROSPECTUS

       SHAREHOLDER MEETING.    On or about January 19, 2000, a meeting
of the shareholders of Fidelity Capital Appreciation Fund will be held
to approve various proposals, including modifications to the fund's
management contract. Shareholders of record on November 22, 1999 are
entitled to vote at the meeting. Included in the modifications are
proposals to revise the management fee calculation for the fund to
provide for lower fees when FMR's assets under management exceed a
certain level, to revise the performance adjustment calculation by
rounding the investment performance of both the fund and the
comparative index to the nearest 0.01%, rather than the nearest 1.00%,
and to allow FMR and the trust, on behalf of the fund, to modify its
management contract subject to the requirements of the Investment
Company Act of 1940.

   For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-8888 to request a
free copy of the proxy statement.

SUPPLEMENT TO THE
FIDELITY(registered trademark) DISCIPLINED EQUITY FUND,
FIDELITY STOCK SELECTOR, AND
FIDELITY TECHNOQUANTSM GROWTH FUND
DECEMBER 30, 1998 PROSPECTUS

   SHAREHOLDER MEETING. On or about January 19, 2000, a meeting of the
shareholders of Fidelity Disciplined Equity Fund, Fidelity Stock
Selector, and Fidelity TechnoQuant Growth Fund will be held to approve
various proposals, including modifications to each fund's management
contract. Shareholders of record on November 22, 1999 are entitled to
vote at the meeting. Included in the modifications are proposals to
revise the management fee calculation for each fund to provide for
lower fees when FMR's assets under management exceed a certain level,
to revise the performance adjustment calculation for Fidelity
Disciplined Equity Fund and Fidelity Stock Selector by rounding the
investment performance of both the fund and the comparative index to
the nearest 0.01%, rather than the nearest 1.00%, and to allow FMR and
the trust, on behalf of each fund, to modify each fund's management
contract subject to the requirements of the Investment Company Act of
1940.

   For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-8888 to request a
free copy of the proxy statement.

The following information replaces similar information found in the
"Performance" section on page 6.

<TABLE>
<CAPTION>
<S>             <C>  <C>  <C>  <C>     <C>     <C>     <C>    <C>     <C>     <C>
STOCK SELECTOR

Calendar Years              1991    1992    1993    1994   1995    1996    1997

                            45.94%  15.42%  13.97%  0.77%  36.47%  17.12%  28.88%

</TABLE>


Percentage (%)

Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: 45.94
Row: 5, Col: 1, Value: 15.42
Row: 6, Col: 1, Value: 13.97
Row: 7, Col: 1, Value: 0.77
Row: 8, Col: 1, Value: 36.47
Row: 9, Col: 1, Value: 17.12
Row: 10, Col: 1, Value: 28.88

DURING THE PERIODS SHOWN IN THE CHART FOR STOCK SELECTOR, THE HIGHEST
RETURN FOR A QUARTER WAS 25.09% (QUARTER ENDING MARCH 31, 1991) AND
THE LOWEST RETURN FOR A QUARTER WAS -2.01% (QUARTER ENDING JUNE 30,
1992).

THE YEAR-TO-DATE RETURN AS OF SEPTEMBER 30, 1998 FOR STOCK SELECTOR
WAS -4.20%.


SUPPLEMENT TO
THE FIDELITY(registered trademark) VALUE FUND DECEMBER 30, 1998
PROSPECTUS

SHAREHOLDER MEETING.    On or about January 19, 2000, a meeting of the
shareholders of Fidelity Value Fund will be held to approve various
proposals, including modifications to the fund's management contract.
Shareholders of record on November 22, 1999 are entitled to vote at
the meeting. Included in the modifications are proposals to revise the
management fee calculation for the fund to provide for lower fees when
FMR's assets under management exceed a certain level, to revise the
performance adjustmentcalculation by rounding the investment
performance of both the fund and the comparative index to the nearest
0.01%, rather than the nearest 1.00%, and to allow FMR and the trust,
on behalf of the fund, to modify its management contract subject to
the requirements of the Investment Company Act of 1940.

   For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-8888 to request a
free copy of the proxy statement.




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