FIDELITY CAPITAL TRUST
497, 2000-01-18
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SUPPLEMENT TO THE
FIDELITY(registered trademark) DISCIPLINED EQUITY FUND,
FIDELITY STOCK SELECTOR, FIDELITY SMALL CAP SELECTOR, AND
FIDELITY TECHNOQUANT(registered trademark) GROWTH FUND
DECEMBER 27, 1999 PROSPECTUS

   SHAREHOLDER MEETING. On or about March 15, 2000, a meeting of the
shareholders of Fidelity Disciplined Equity Fund, Fidelity Stock
Selector, Fidelity Small Cap 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 January 18, 2000 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 Fidelity Disciplined Equity Fund, Fidelity Stock Selector
and Fidelity TechnoQuant Growth 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 1-800-544-6666 to request a
free copy of the proxy statement.

SUPPLEMENT TO THE FIDELITY(registered trademark) CAPITAL APPRECIATION
FUND DECEMBER 27, 1999 PROSPECTUS

       SHAREHOLDER MEETING.    On or about March 15, 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 January 18, 2000 are
entitled to vote at the meeting. Included in the modifications is a
proposal 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 1-800-544-6666 to request a
free copy of the proxy statement.

SUPPLEMENT TO
THE FIDELITY(registered trademark) VALUE FUND DECEMBER 27, 1999
PROSPECTUS

SHAREHOLDER MEETING.    On or about March 15, 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 January 18, 2000 are entitled to vote at the
meeting. Included in the modifications is a proposal 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 com    parative 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 Invest   ment Company Act of
1940.

   For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-6666 to request a
free copy of the proxy statement.




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