SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT
     COMPANY ACT OF 1940 
 Amendment No.   15     
 File No. 2-55225
Fidelity Exchange Fund 
(Exact Name of Registrant as Specified in Charter)
82 Devonshire St., Boston, MA   02109 
(Address Of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number  (617) 570-7000 
Arthur S. Loring, Secretary
82 Devonshire Street,
Boston, Massachusetts 02109 
(Name and Address of Agent for Service)
 
PART A:  INFORMATION REQUIRED IN PROSPECTUS
ITEM 1. COVER PAGE - Not applicable.
ITEM 2. SYNOPSIS - Not applicable.
ITEM 3. CONDENSED FINANCIAL INFORMATION - Per-Share Data in Financial
Statements.
ITEM 4. GENERAL DESCRIPTION OF THE REGISTRANT.
  (a) (i) Fidelity Exchange Fund (the fund) was organized as a limited
partnership under the Uniform Limited Partnership Act of Nebraska on
December 22, 1975.  Effective as of the close of business on December 31,
1984, the fund was reorganized as a Massachusetts business trust.  The fund
is classified as an open-end management investment company under the
Investment Company Act of 1940 (the 1940 Act).
  (a) (ii) The fund seeks long-term growth of capital.  This objective may
not be changed without a vote of the majority of the fund's voting
securities as defined by the 1940 Act.  The fund seeks to accomplish its
objective by acquiring a diversified portfolio of equity securities, such
as common stocks and securities convertible into common stocks, and by
remaining substantially fully invested in equity securities, except for
cash and short-term debt obligations to meet current and anticipated cash
needs.  The fund believes that over a period of time market prices and
dividend increases will generally follow increases in asset values and
earnings.  Thus the fund expects to receive moderate income over time.  It
is probable, however, that the securities acquired by the fund will have
relatively low dividends at the time of acquisition.
 Diversification, or the spreading of risk, is basic to a sound,
well-rounded investment program.  The fund's manager, Fidelity Management
& Research Co. (FMR) seeks to diversify the fund's investments among
individual companies.  It is also the fund's policy not to concentrate its
assets in any single industry.  The emphasis on these policies in the
management of the fund's portfolio, however, cannot eliminate the market
risk inherent in any portfolio of equity securities.
 Options and Futures Contracts.  The fund may buy and sell options and
futures contracts to manage its exposure to changing interest rates,
security prices, and currency exchange rates.  Some options and futures
strategies, including selling futures, buying puts, and writing calls, tend
to hedge the fund's investments against price fluctuations.  Other
strategies, including buying futures, writing puts, and buying calls, tend
to increase market exposure.  Options and futures may be combined with each
other or with forward contracts in order to adjust the risk and return
characteristics of the overall strategy.  The fund may invest in options
and futures based on any type of security, index, or currency, including
options and futures traded on foreign exchanges and options not traded on
exchanges.
 Options and futures can be volatile investments, and involve certain
risks.  If FMR applies a hedge at an inappropriate time or judges market
conditions incorrectly, options and futures strategies may lower the fund's
return.   The fund could also experience losses if the prices of its
options and futures positions were poorly correlated with its other
investments, or if it could not close out its positions because of an
illiquid secondary market.
 The fund will not hedge more than 25% of its total assets by selling
futures, buying puts, and writing calls under normal conditions.  In
addition, the fund will not buy futures or write puts whose underlying
value exceeds 25% of its total assets, and will not buy calls with a value
exceeding 5% of its total assets.  The fund's policies regarding futures
contracts and options are not fundamental and may be changed at any time
without shareholder approval.
 Securities Lending.  The fund may lend securities to parties such as
broker-dealers or institutional investors, including Fidelity Brokerage
Services, Inc. (FBSI).  FBSI is a member of the New York Stock Exchange and
a subsidiary of FMR Corp.
 Securities lending allows the fund to retain ownership of the securities
loaned and, at the same time, to earn additional income.  Since there may
be delays in the recovery of loaned securities, or even a loss of rights in
collateral supplied should the borrower fail financially, loans will be
made only to parties deemed by FMR to be of good standing.  Furthermore,
they will only be made if, in FMR's judgment, the consideration to be
earned from such loans would justify the risk.
 FMR understands that it is the current view of the SEC Staff that the fund
may engage in loan transactions only under the following conditions:  (1)
the fund must receive 100% collateral in the form of cash or cash
equivalents (e.g., U.S. Treasury bills or notes) from the borrower; (2) the
borrower must increase the collateral whenever the market value of the
securities loaned (determined on a daily basis) rises above the value of
the collateral; (3) after giving notice, the fund must be able to terminate
the loan at any time; (4) the fund must receive reasonable interest on the
loan or a flat fee from the borrower, as well as amounts equivalent to any
dividends, interest, or other distributions on the securities loaned and to
any increase in market value; (5) the fund may pay only reasonable
custodian fees in connection with the loan; and (6) the Board of Trustees
must be able to vote proxies on the securities loaned, either by
terminating the loan or by entering into an alternative arrangement with
the borrower.
 Cash received through loan transactions may be invested in any security in
which the fund is authorized to invest.  Investing this cash subjects that
investment, as well as the security loaned, to market forces (i.e., capital
appreciation or depreciation).
 Affiliated Bank Transactions.  Pursuant to exemptive orders issued by the
Securities and Exchange Commission (SEC), the fund may engage in
transactions with banks that are, or may be considered to be, "affiliated
persons" of the fund under the 1940 Act.  Such transactions may be entered
into only pursuant to procedures established and periodically reviewed by
the Board of Trustees.  These transactions may include repurchase
agreements with custodian banks; purchases, as principal, of short-term
obligations of, and repurchase agreements with, the 50 largest U.S. banks
(measured by deposits); transactions in municipal securities; and
transactions in U.S. government securities with affiliated banks that are
primary dealers in these securities.
 Fund's Rights as a Shareholder.  The fund does not intend to direct or
administer the day-to-day operations of any company.  The fund, however,
may exercise its rights as a shareholder and may communicate its views on
important matters of policy to management, the Board of Directors, and
shareholders of a company when FMR determines that such matters could have
a significant effect on the value of the fund's investment in the company. 
The activities that the fund may engage in, either individually or in
conjunction with others, may include, among others, supporting or opposing
proposed changes in a company's corporate structure or business activities;
seeking changes in a company's directors or management; seeking changes in
a company's direction or policies; seeking the sale or reorganization of
the company or a portion of its assets; or supporting or opposing third
party takeover efforts.  This area of corporate activity is increasingly
prone to litigation and it is possible that the fund could be involved in
lawsuits related to such activities.  FMR will monitor such activities with
a view to mitigating, to the extent possible, the risk of litigation
against the fund and the risk of actual liability if the fund is involved
in litigation.  No guarantee can be made, however, that litigation against
the fund will not be undertaken or liabilities incurred.
 Reverse Repurchase Agreements.  In a reverse repurchase agreement, the
fund sells a portfolio instrument to another party, such as a bank or
broker-dealer, in return for cash and agrees to repurchase the instrument
at a particular price and time.  While a reverse repurchase agreement is
outstanding, the fund will maintain appropriate liquid assets in a
segregated custodial account to cover its obligation under the agreement. 
The fund will enter into reverse repurchase agreements only with parties
whose creditworthiness is deemed satisfactory by FMR.  Such transactions
may increase fluctuations in the market value of the fund's assets and may
be viewed as a form of leverage.
  (b) The following are the fund's fundamental investment limitations set
forth in their entirety.  Unless otherwise specified, neither these
restrictions nor the fund's investment objective or fundamental policies
can be changed without the affirmative vote of a majority of the
outstanding voting securities of the fund, as defined in the 1940 Act.  The
fund may not:
   (1) purchase or otherwise acquire the securities of any issuer (other
than obligations issued or guaranteed as to principal and interest by the
government of the United States or any agency or instrumentality thereof)
if, as a result thereof, (a) more than 5% of the fund's total assets (taken
at current value) would be invested in the securities of such issuer, or
(b) the fund would own more than 10% of the outstanding voting securities
of such issuer;
   (2) issue senior securities, except as permitted under the Investment
Company Act of 1940;
   (3) make short sales of securities, unless at all times while a short
position is open the fund owns or has the right to acquire the same
securities in an amount at least equal thereto; and provided that, for this
purpose, transactions in options and futures contracts shall not constitute
short sales of securities;
   (4) purchase securities on margin, provided that payment of initial or
variation margin in connection with transactions in futures contracts or
options on futures contracts shall not constitute purchasing securities on
margin;
   (5) borrow money, except that the fund may borrow money for temporary or
emergency purposes (not for leveraging or investment) in an amount not
exceeding 33 1/3% of the value of its total assets (including the amount
borrowed) less liabilities (other than borrowings).  Any borrowings that
come to exceed 33 1/3% of the fund's total assets by reason of a decline in
net assets will be reduced within 3 days to the extent necessary to comply
with the 33 1/3% limitation;
   (6) act as an underwriter;
   (7) knowingly purchase or otherwise acquire any securities which are
subject to legal or contractual restrictions on resale; but the fund may
acquire securities for which there is no readily available market, if, as a
result thereof, no more than 10% of the fund's total assets (taken at
current value) would thereby be invested in such securities;
   (8) purchase or otherwise acquire the securities of any issuer (other
than obligations issued or guaranteed as to principal and interest by the
government of the United States or any agency or instrumentality thereof)
if, as a result thereof, more than 25% of the fund's total assets (taken at
current value) would be invested in the securities of one or more issuers
having their principal business activities in the same industry;
   (9) buy or sell real estate;
   (10) purchase or sell physical commodities unless acquired as a result
of ownership of securities or other instruments (but this shall not prevent
the fund from purchasing or selling options and futures contracts or from
investing in securities or other instruments backed by physical
commodities);
   (11) lend any security or make any other loan if, as a result, more than
33 1/3% of the fund's total assets would be lent to other parties, except
(i) through the purchase of a portion of an issue of debt securities in
accordance with its investment objective, policies, and limitations, or
(ii) by engaging in repurchase agreements with respect to portfolio
securities;
   (12) invest in the securities of other investment companies;
   (13) purchase or otherwise acquire the securities of any issuer (other
than obligations issued or guaranteed as to principal and interest by the
government of the United States or any agency or instrumentality thereof)
if, as a result thereof, more than 5% of the fund's total assets (taken at
current value) would be invested in the securities of companies which,
including predecessors, have a record of less than 3 years' continuous
operation;
   (14) invest in oil, gas, or other mineral exploration or development
programs; or
   (15) purchase or retain the securities of an issuer if the Trustees of
the fund, or the directors and officers of its Investment Adviser who
individually own more than 1/2 of 1% of such issuer's outstanding
securities, own, in the aggregate, more than 5% of such issuers outstanding
securities.
 THE FOLLOWING INVESTMENT LIMITATIONS ARE NOT FUNDAMENTAL AND MAY BE
CHANGED WITHOUT SHAREHOLDER APPROVAL:
    (i) 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 (5)).  The fund will not
purchase any security while borrowings representing more than 5% of its
total assets are outstanding.  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.
    (ii) The fund does not currently intend to lend assets other than
securities to other parties, except by lending money (up to 5% of the
fund's net assets) to a registered investment company or portfolio for
which FMR or an affiliate serves as investment adviser.  (This limitation
does not apply to purchases or debt securities or to repurchase
agreements.)
 Investment Limitation (5) is construed in conformity with the 1940 Act,
and, accordingly, "3 days" means three days exclusive of Sundays and
holidays.  If the fund borrows money, its share price may be subject to
greater fluctuation until the borrowing is paid off.  To this extent,
purchasing securities when borrowings are outstanding may involve an
element of leverage.
 In a repurchase agreement the fund buys a security and simultaneously
promises to sell it back at a higher price.  The fund may also make
securities loans to broker-dealers and institutional investors, including
FBSI.  In the event of the bankruptcy of the other party to either a
repurchase agreement or a securities loan, the fund could experience delays
in recovering either its cash or the securities lent.  To the extent that,
in the meantime, the value of the securities lent had increased, or the
value of the securities purchased had decreased, the fund could experience
a loss.  In all cases, FMR must find the creditworthiness of the other
party to the transaction satisfactory.
 Interfund Borrowing Program.  The fund has received permission from the
SEC to lend money to and borrow money from other funds advised by FMR or
its affiliates.  Interfund loans and borrowings normally will extend
overnight, but can have a maximum duration of seven days.  The fund will
lend through the program only when the returns are higher than those
available at the same time from other short-term investments (such as
repurchase agreements), and will borrow through the program only when the
costs are equal to or lower than the cost of bank loans.  The fund will not
lend more than 5% of its assets to other funds, and will not borrow through
the program if, after doing so, total outstanding borrowings would exceed
15% of total assets.  Loans may be called on one day's notice, and the fund
may have to borrow from a bank at a higher interest rate if an interfund
loan is called or not renewed.  Any delay in repayment to a lending fund
could result in a lost investment opportunity or additional borrowing
costs.
  (c) Principal risk factors discussion in Item 4(a)(ii) is complete.
ITEM 5. MANAGEMENT OF THE FUND.
  (a) The fund's Trustees are responsible for the overall management of the
fund.
  (b) (i) The fund employs FMR to furnish investment advisory and other
services to the fund.  FMR is the original Fidelity company, founded in
1946 with offices at 82 Devonshire Street, Boston, Massachusetts 02109.  It
provides a number of mutual funds and other clients with investment
research and portfolio management services.  It maintains a large staff of
experienced investment personnel and a full complement of related support
facilities.  As of January 31, 1994 FMR advised funds having more than 15
million shareholder accounts with a total value of more than $225 billion.
   (ii) Under its management contract with the fund, dated November 1, 1988
(approved by a vote of the majority of shareholders on October 18, 1988),
FMR acts as investment adviser and, subject to the supervision of the Board
of Trustees, directs the investments of the fund in accordance with its
investment objective, policies, and limitations.  FMR also provides the
fund with all necessary office facilities and personnel for servicing the
fund's investments and compensates all officers of the fund, all Trustees
who are "interested persons" of the fund or of FMR, and all personnel of
the fund or FMR performing services relating to research, statistical, and
investment activities and, either itself or through such person as approved
by the Trustees, shall compute the net asset value of the shares of
beneficial interest of the fund as provided in the fund's Declaration of
Trust and shall maintain the portfolio and general accounting records of
the fund.  In addition, FMR or its affiliates, subject to the supervision
of the Board of Trustees, provide the management and administrative
services necessary for the operation of the fund.  The services include
providing facilities for maintaining the fund's organization; supervising
relations with custodians, transfer and pricing agents, accountants,
underwriters, and other persons dealing with the fund; preparing all
general shareholder communications and conducting shareholder relations;
maintaining the fund's records and the registration of the fund's shares
under federal and state law; developing management and shareholder services
for the fund; and furnishing reports, evaluations, and analyses on a
variety of subjects to the fund's Board of Trustees.
   (iii) For these services, the fund pays a management fee to FMR at the
rate of 1/20 of 1% per month (which is equivalent to an annual rate of 6/10
of 1%) of the average net assets of the fund throughout the month.  The
contract also provides that, to the extent that the aggregate average net
assets of the Funds advised by FMR exceed $4 billion in any month, the
management fee payable by the fund for that month on its portion of that
excess (determined on the basis of the fund's portion of the aggregate
average net assets) will be reduced by 10%.  In case of initiation or
termination of this contract during any month, the fee for that month will
be reduced proportionately on the basis of the number of business days
during which it is in effect and the fee will be computed using the average
net assets for the business days the contract was in effect.  In addition,
the applicability of the 10% fee reduction will be determined on the basis
of average net assets of the funds advised by FMR over the same period. 
For the years ended December 31, 1993, 1992, and 1991, FMR earned
$1,015,757, $1,005,541, and  $914,614, respectively, for its services as
investment adviser after reductions of $110,387, $97,055, and $98,057,
respectively.
 FMR has agreed to reimburse the fund, in an amount not in excess of the
amount of the management fee payable by the fund for any fiscal year, if
and to the extent that the aggregate operating expenses of the fund for its
fiscal year, including the management fee but excluding interest expense,
taxes, brokerage fees and commissions, and extraordinary expenses, are in
excess of an amount equal to 1% of the average net assets of the fund for
such fiscal year.
 The management contract between the fund and FMR will continue in force
until July 31, 1994 and indefinitely thereafter, but only so long as such
continuance is approved at least annually (i) by the vote of a majority of
the Trustees of the fund who are not "interested persons" of the fund or
FMR, cast in person at a meeting called for the purpose of voting on such
approval, or by the vote of a majority of the Trustees of the fund or by
the vote of a majority of the outstanding voting securities of the fund. 
The agreement is terminable without penalty on sixty days' written notice
by either the fund or FMR, and terminates automatically in the event of its
assignment.  In the event that FMR ceases to be the investment adviser of
the fund, the right of the fund to use the identifying name "Fidelity" may
be withdrawn.
  (c) Not applicable.
  (d) Fidelity Service Co. (FSC), 82 Devonshire Street, Boston,
Massachusetts 02109, an affiliate of FMR, is transfer, dividend disbursing,
and shareholders' servicing agent for the fund.  FSC also administers the
fund's securities lending program.  Under the current contract with FSC,
the fund pays an annual fee of $26.03 per basic retail account with a
balance of $5,000 or more, $15.31 per basic retail account with a balance
of less than $5,000, and a supplemental activity charge of $6.11 for
monetary transactions.  The fees and charges are subject to annual cost
escalation based on changes in postal rates and changes in wage and price
levels as measured by the National Consumer Price Index for Urban Areas.
  Under the current contract, FSC pays out-of-pocket expenses associated
with providing transfer agent services.  In addition, FSC bears the expense
of typesetting, printing, the mailing of reports, notices, and statements
to shareholders, except proxy statements.
  The transfer agent fees paid to FSC for the fiscal years ended December
31, 1993, 1992, and 1991 were $10,986, $4,729, and $5,358,  respectively
(not including an interest credit of $10,238 for 1991.)
  FSC also receives fees for administering the fund's securities lending
program.  Securities lending fees are based on the number and duration of
individual securities loans.  The fund did not participate in the
securities lending program during the 1993 and 1992 fiscal years.
  (e) In addition to the management fee payable to FMR and the fees payable
to FSC, the fund pays all its expenses, without limitation, that are not
assumed by those parties.  The fund pays for the preparing, typesetting,
printing, and mailing of its proxy material to existing shareholders, legal
expenses, and the fees of the custodian, auditor, and non-interested
Trustees.  Other charges paid by the fund include interest, taxes,
brokerage commissions, the fund's proportionate share of insurance premiums
and Investment Company Institute dues, and the costs of registering shares
under federal and state securities laws.  The fund is also liable to pay
such nonrecurring expenses as may arise, including costs of any litigation
to which the fund is party and any obligation it may have to indemnify its
officers and Trustees with respect to such litigation.
  (f) Not Applicable.
ITEM 6. CAPITAL STOCK AND OTHER SECURITIES.
  (a) The fund's capital consists of shares of beneficial interest.  No
certificates are issued.  These shares have non-cumulative voting rights,
which means that the holders of more than 50% of the shares voting for the
election of Trustees can elect 100% of the Trustees if they choose to do
so.  Because the fund is a Massachusetts business trust, the fund is not
required to hold annual meetings.  However, a majority of the Board of
Trustees or shareholders representing 10% or more of the shares of the fund
may call meetings for any purpose, including the purpose of voting on
removal of one or more of the Trustees.
 Each share of beneficial interest of the fund has one vote, and when
issued is fully paid and non-assessable.  Fractional shares may be issued
by the fund and when issued have the same rights proportionately as full
shares.  Each share of the fund is transferable by endorsement or stock
power in the customary manner, but the fund is not bound to recognize any
transfer until it is recorded on its books.  Each share is entitled to
share equally in any dividends or distributions declared by the fund's
Board of Trustees.  In the event of liquidation of the fund, the holders of
its shares are entitled to all assets remaining for distribution after
satisfaction of all outstanding liabilities and are entitled to share
therein in proportion to the number of shares held.  The shares of the fund
carry no conversion, subscription, or other pre-emptive rights except the
rights to require redemption thereof by the fund.
 Shareholder and Trustee Liability.  The fund is an entity of the type
commonly known as a "Massachusetts business trust."  Under Massachusetts
law, shareholders of such a trust may, under certain circumstances, be held
personally liable for the obligations of the trust.  The Declaration of
Trust provides that the fund shall not have any claim against shareholders
except for the payment of the purchase price of shares and requires that
each agreement, obligation, or instrument entered into or executed by the
fund or the Trustees shall include a provision limiting the obligations
created thereby to the fund and its assets.  The Declaration of Trust
provides for indemnification out of the fund's property of any shareholder
held personally liable for the obligations of the fund.  The Declaration of
Trust also provides that the fund shall, upon request, assume the defense
of any claim made against any shareholder for any act or obligation of the
fund and satisfy any judgment thereon.  Thus, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the fund itself would be unable to meet its
obligations.  FMR believes that, in view of the above, the risk of personal
liability to shareholders is remote.
 The Declaration of Trust further provides that the Trustees, if they have
exercised reasonable care, will not be liable for any neglect or
wrongdoing, but nothing in the Declaration of Trust protects a Trustee
against any liability to which they would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence, or reckless disregard of
the duties involved in the conduct of their office.
 (b)-(d) Not Applicable.
 (e) Shareholder inquiries may be made by writing Fidelity Investments, 82
Devonshire Street, Boston, Massachusetts 02109.
 (f)-(g) Distributions.  The Board of Trustees will determine the amounts
to be distributed to shareholders and the time or times when distributions
will be made.  Dividends and distributions from capital gains are payable
in shares of the fund computed at net asset value or, at the election of
each shareholder, in cash.
 The fund distributes all its net investment income (if any) as dividends
each year.  Dividends normally are paid semiannually in August and
December.  Whether a shareholder takes dividend payments in cash or
reinvests them in additional shares of the fund, they will be taxable as
ordinary income.  A portion of the fund's dividends may be eligible for the
dividends received deduction for corporations.  This portion will be based
on the amount of the fund's gross income that consists of qualifying
dividends from domestic corporations.  Shareholders will receive a
statement telling them how much of their dividend income qualified for the
deduction.
 Each year the fund distributes all of its net realized capital gains (if
any).  When distributions are from the fund's long-term capital gains, the
Federal tax code treats them that way for shareholders, whether a
shareholder takes them in cash or reinvests them in additional shares of
the fund, and regardless of how long they have been a shareholder.  The
determining factor is how long the fund has held the portfolio securities
that produced the gains.  Shareholders may also receive distributions from
short-term capital gains, which will be taxed as ordinary income. 
Long-term gains are taxed at preferential rates for taxpayers in tax
bracket above 28%.
 The fund has qualified and intends to continue to qualify each year as a
"regulated investment company" for tax purposes, so that it will not be
liable for federal tax on income and capital gains distributed to
shareholders.  In order to qualify as a regulated investment company and
avoid being subject to federal income or excise taxes, the fund intends to
distribute substantially all of its net taxable income and net realized
capital gains within each calendar year as well as on a fiscal year basis. 
The fund also intends to comply with other tax rules applicable to
regulated investment companies, including a requirement that capital gains
from selling securities held less than three months may not constitute more
than 30% of the fund's gross income for each fiscal year.  Gains from some
futures contracts and options are included in the 30% calculation, which
may limit the fund's investments in such instruments.
 The fund's distribution are taxable when they are paid, whether you take
them in cash or reinvest them in additional shares, except that
distributions declared in December and paid in January are taxable as if
paid on December 31.
 Redemptions.  Shareholders have the right to redeem all or any portion of
their shares, and will ordinarily receive portfolio securities of the fund
in satisfaction of the redemption price.  Generally speaking, a redemption
is a taxable transaction.  An individual shareholder will be taxed on the
excess of the cash plus the fair market value of the portfolio securities
received over his basis in the fund shares surrendered.  If the cash plus
the fair market value of the portfolio securities received on redemption do
not exceed the basis of the fund shares redeemed, the shareholder should
realize a capital loss.  The basis in the hands of the shareholder of the
portfolio securities received on redemption of the fund shares is the fair
market value of such securities at the time of redemption.
 Tax Returns and Tax Information.  Following the close of each fiscal year
the fund will supply each shareholder with information regarding the fund's
activities for the year sufficient to allow him to complete his Federal
income tax returns for such year.  The fund's fiscal year ends on December
31.  The fund is required by Federal law to withhold 31% of reportable
payments (which includes dividends, capital gain distributions, and
redemptions) paid to certain accounts whose owners have not complied with
IRS regulations.
ITEM 7. PURCHASE OF SECURITIES BEING OFFERED.
  (a) Not applicable (shares of the fund are not currently sold to the
public).
  (b) Shares of the fund are not currently offered for sale to the public. 
The term "net asset value," or NAV (for purposes of redemptions and
dividend reinvestments only) refers to the worth of one share.  FSC
normally calculates the fund's NAV as of the close of business on the New
York Stock Exchange (NYSE), (normally 4:00 p.m., Eastern time).  The NAV is
computed by adding the value of all assets of the fund, cash, and other
assets, deducting liabilities, and then dividing the result by the number
of shares outstanding.  Securities owned by the fund are appraised by
various methods depending on the market or exchange on which they trade. 
Securities traded on the New York Stock Exchange or the American Stock
Exchange are appraised at the last sale price, or if no sale has occurred,
at the closing bid price.  Securities traded on other exchanges are
appraised as nearly as possible in the same manner.  Securities and other
assets for which exchange quotations are not readily available are valued
on the basis of closing over-the-counter bid prices, if available, or at
their fair value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees. 
Short-term securities are valued either at amortized cost or at original
cost plus accrued interest, both of which approximate current value.
 (c)-(e) Not applicable.
ITEM 8. REDEMPTION OF SHARES.
 A shareholder may at any time require the fund to redeem all or any
portion of his shares at their net asset value.  The redemption price will
be the net asset value of the shares next determined after receipt of a
written request for redemption in good order.  Distribution of the proceeds
of a redemption will be made within seven days after that date.
 A request for redemption or repurchase shall be deemed in good order if it
is accompanied by certificates for the shares (if certificates have been
issued) and a stock power (whether or not certificates have been issued)
signed by the holder(s) of record exactly as the shares are registered,
with signature(s) guaranteed by a bank, broker, dealer, credit union (if
authorized under state law), securities exchange, or saving association. 
The request shall specify the number of shares to be redeemed and identify
the investor's account number.  Further documentation may be required if
the request is made by a shareholder who is not an individual or by someone
other than the holder of record.
 The fund reserves the right to suspend the right of redemption or to
postpone the date of payment upon redemption for any period during which
(a) trading on the New York Stock Exchange is restricted as determined by
applicable rules and regulations of the SEC or such Exchange is closed for
other than a customary weekend or holiday closings; (b) the SEC has by
order permitted such suspension; or (c) an emergency as determined by the
SEC exists making disposal of portfolio securities or the valuation of the
net assets of the fund not reasonably practicable.
 The net asset value of the shares on redemption or repurchase may be more
or less than the initial offering price of the shares depending upon the
market value of the fund's portfolio securities at the time of repurchase
or redemption.
 In order to limit the realization of capital gains from the sale of
portfolio securities to meet redemptions and repurchases of shares, the
fund intends to follow a policy of redeeming or repurchasing its shares by
the distribution of one or more portfolio securities in kind, to the extent
it is practicable to do so.  For this purpose portfolio securities
distributed in kind shall be valued at their fair value as determined for
purposes of computing the redemption or repurchase price.  To the extent it
is not practicable to redeem shares by a redemption in kind, the fund will
redeem or repurchase its shares for cash.  The securities which the fund
will utilize in honoring redemptions or repurchases in kind will tend to be
those which the fund believes are least likely to contribute to the
realization of its investment objective and will tend to be the lowest tax
cost lots of the security chosen.
 The fund will not realize any capital gains for Federal income tax
purposes upon the distribution of portfolio securities in kind.
 Shareholders who wish to sell securities distributed to them will have to
make their own arrangements for sale and will incur the brokerage or other
costs involved.  Neither the fund nor FSC will arrange for the sale on
behalf of a shareholder of portfolio securities distributed in kind.  The
fund will, however, arrange for the delivery of the securities to a broker
or dealer designated in advance by the redeeming shareholder.  Unless
granted an exemption by the Securities and Exchange Commission, the fund
may be restricted in its ability to distribute portfolio securities in
satisfaction of a redemption by a shareholder owning 5% or more of the
fund's shares.  If so requested by such a redeeming shareholder, the shares
would be redeemed for cash.
ITEM 9. PENDING LEGAL PROCEEDINGS.  Not applicable.
PART B:  INFORMATION REQUIRED IN STATEMENT OF ADDITIONAL INFORMATION
ITEM 10. COVER PAGE.  Not applicable.
ITEM 11. TABLE OF CONTENTS.  Not applicable.
ITEM 12. GENERAL INFORMATION AND HISTORY.  Not applicable.
ITEM 13. INVESTMENT OBJECTIVES AND POLICIES.
  (a) Limitations on Futures and Options Transactions.  The fund intends to
file a notice of eligibility for exclusion from the definition of the term
"commodity pool operator" with the Commodity Futures Trading Commission
(CFTC) and the National Futures Association, which regulate trading in the
futures markets, before engaging in any purchases or sales of futures
contracts or options on futures contracts.  The fund intends to comply with
Section 4.5 of the regulations under the Commodity Exchange Act, which
limits the extent to which the fund can commit assets to initial margin
deposits and option premiums.
 In addition, the fund will not:  (i) sell futures contracts, purchase put
options, or write call options if, as a result, more than 25% of the fund's
total assets would be hedged with futures and options under normal
conditions; (ii) purchase futures contracts or write put options if, as a
result, the fund's total obligations upon settlement or exercise of
purchased futures contracts and written put options would exceed 25% of its
total assets; or (iii) purchase call options if, as a result, the current
value of option premiums for call options purchased by the fund would
exceed 5% of the fund's total assets.  These limitations do not apply to
options attached to or acquired or traded together with their underlying
securities, and do not apply to securities that incorporate features
similar to options.
 The fund currently intends to treat the value of any over-the-counter
option it purchases as illiquid for the purposes of its investment
limitations.  Similarly, for any over-the-counter option it writes, the
fund will treat as illiquid the value of the option's underlying
instrument; however, if the fund has a guaranteed right to close out the
option with a primary U.S. government securities dealer, only the maximum
price of the closing transaction minus the amount the option is
"in-the-money" will be considered illiquid.
 The above limitations on the fund's investments in futures contracts and
options, and the fund's policies regarding futures contracts and options
discussed elsewhere, are not fundamental policies and may be changed as
regulatory agencies permit.
 Futures Contracts.  When the fund purchases a futures contract, it agrees
to purchase a specified underlying instrument at a specified future date. 
When the fund sells a futures contract, it agrees to sell the underlying
instrument at a specified future date.  The price at which the purchase and
sale will take place is fixed when the fund enters into the contract.  Some
currently available futures contracts are based on specific securities,
such as U.S. Treasury bonds or notes, and some are based on indices of
securities prices, such as the Standard & Poor's 500 Composite Stock
Price Index (S&P 500).  Futures can be held until their delivery dates,
or can be closed out before then if a liquid secondary market is available.
 The value of a futures contract tends to increase and decrease in tandem
with the value of its underlying instrument.  Therefore, purchasing futures
contracts will tend to increase the fund's exposure to positive and
negative price fluctuations in the underlying instrument, much as if it had
purchased the underlying instrument directly.  When the fund sells a
futures contract, by contrast, the value of its futures position will tend
to move in a direction contrary to the market.  Selling futures contracts,
therefore, will tend to offset both positive and negative market price
changes, much as if the underlying instrument had been sold.
 Futures Margin Payments.  The purchaser or seller of a futures contract is
not required to deliver or pay for the underlying instrument unless the
contract is held until the delivery date.  However, both the purchaser and
seller are required to deposit "initial margin" with a futures broker,
known as a futures commission merchant (FCM), when the contract is entered
into.  Initial margin deposits are typically equal to a percentage of the
contract's value.  If the value of either party's position declines, that
party will be required to make additional "variation margin" payments to
settle the change in value on a daily basis.  The party that has a gain may
be entitled to receive all or a portion of this amount.  Initial and
variation margin payments do not constitute purchasing securities on margin
for purposes of the fund's investment limitations.  In the event of the
bankruptcy of an FCM that holds margin on behalf of the fund, the fund may
be entitled to return of margin owed to it only in proportion to the amount
received by the FCM's other customers, potentially resulting in losses to
the fund.
 Purchasing Put and Call Options.  By purchasing a put option, the fund
obtains the right (but not the obligation) to sell the option's underlying
instrument at a fixed strike price.  In return for this right, the fund
pays the current market price for the option (known as the option premium). 
Options have various types of underlying instruments, including specific
securities, indices of securities prices, and futures contracts.  The fund
may terminate its position in a put option it has purchased by allowing it
to expire or by exercising the option.  If the option is allowed to expire,
the fund will lose the entire premium it paid.  If the fund exercises the
option, it completes the sale of the underlying instrument at the strike
price.  The fund may also terminate a put option position by closing it out
in the secondary market at its current price, if a liquid secondary market
exists.
 The buyer of a typical put option can expect to realize a gain if security
prices fall substantially.  However, if the underlying instrument's price
does not fall enough to offset the cost of purchasing the option, a put
buyer can expect to suffer a loss (limited to the amount of the premium
paid, plus related transaction costs).
 The features of call options are essentially the same as those of put
options, except that the purchaser of a call option obtains the right to
purchase, rather than sell, the underlying instrument at the option's
strike price.  A call buyer typically attempts to participate in potential
price increases of the underlying instrument with risk limited to the cost
of the option if security prices fall.  At the same time, the buyer can
expect to suffer a loss if security prices do not rise sufficiently to
offset the cost of the option.
 Writing Put and Call Options.  When the fund writes a put option, it takes
the opposite side of the transaction from the option's purchaser.  In
return for receipt of the premium, the fund assumes the obligation to pay
the strike price for the option's underlying instrument if the other party
to the option chooses to exercise it.  When writing an option on a futures
contract the fund will be required to make margin payments to an FCM as
described above for futures contracts.  The fund may seek to terminate its
position in a put option it writes before exercise by closing out the
option in the secondary market at its current price.  If the secondary
market is not liquid for a put option the fund has written, however, the
fund must continue to be prepared to pay the strike price while the option
is outstanding, regardless of price changes, and must continue to set aside
assets to cover its position.
 If security prices rise, a put writer would generally expect to profit,
although its gain would be limited to the amount of the premium it
received.  If security prices remain the same over time, it is likely that
the writer will also profit, because it should be able to close out the
option at a lower price.  If security prices fall, the put writer would
expect to suffer a loss.  This loss should be less than the loss from
purchasing the underlying instrument directly, however, because the premium
received for writing the option should mitigate the effects of the decline.
 Writing a call option obligates the fund to sell or deliver the option's
underlying instrument, in return for the strike price, upon exercise of the
option.  The characteristics of writing call options are similar to those
of writing put options, except that writing calls generally is a profitable
strategy if prices remain the same or fall.  Through receipt of the option
premium, a call writer mitigates the effects of a price decline.  At the
same time, because a call writer must be prepared to deliver the underlying
instrument in return for the strike price, even if its current value is
greater, a call writer gives up some ability to participate in security
price increases.
 Combined Positions.  The fund may purchase and write options in
combination with each other, or in combination with futures or forward
contracts, to adjust the risk and return characteristics of the overall
position.  For example, the fund may purchase a put option and write a call
option on the same underlying instrument, in order to construct a combined
position whose risk and return characteristics are similar to selling a
futures contract.  Another possible combined position would involve writing
a call option at one strike price and buying a call option at a lower
price, in order to reduce the risk of the written call option in the event
of a substantial price increase.  Because combined options positions
involve multiple trades, they result in higher transaction costs and may be
more difficult to open and close out.
 Correlation of Price Changes.  Because there are a limited number of types
of exchange-traded options and futures contracts, it is likely that the
standardized contracts available will not match the fund's current or
anticipated investments exactly.  The fund may invest in options and
futures contracts based on securities with different issuers, maturities,
or other characteristics from the securities in which it typically invests
which involves a risk that the options or futures position will not track
the performance of the fund's other investments.
 Options and futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments match the fund's
investments well.  Options and futures prices are affected by such factors
as current and anticipated short-term interest rates, changes in volatility
of the underlying instrument, and the time remaining until expiration of
the contract, which may not affect security prices the same way.  Imperfect
correlation may also result from differing levels of demand in the options
and futures markets and the securities markets, from structural differences
in how options and futures and securities are traded, or from imposition of
daily price fluctuation limits or trading halts.  The fund may purchase or
sell options and futures contracts with a greater or lesser value than the
securities it wishes to hedge or intends to purchase in order to attempt to
compensate for differences in volatility between the contract and the
securities, although this may not be successful in all cases.  If price
changes in the fund's options or futures positions are poorly correlated
with its other investments, the positions may fail to produce anticipated
gains or result in losses that are not offset by gains in other
investments.
 Liquidity of Options and Futures Contracts.  There is no assurance a
liquid secondary market will exist for any particular options or futures
contract at any particular time.  Options may have relatively low trading
volume and liquidity if their strike prices are not close to the underlying
instrument's current price.  In addition, exchanges may establish daily
price fluctuation limits for options and futures contracts, and may halt
trading if a contract's price moves upward or downward more than the limit
in a given day.  On volatile trading days when the price fluctuation limit
is reached or a trading halt is imposed, it may be impossible for the fund
to enter into new positions or close out existing positions.  If the
secondary market for a contract is not liquid because of price fluctuation
limits or otherwise, it could prevent prompt liquidation of unfavorable
positions, and potentially could require the fund to continue to hold a
position until delivery or expiration regardless of changes in its value. 
As a result, the fund's access to other assets held to cover its options or
futures positions could also be impaired.
 OTC Options.  Unlike exchange-traded options, which are standardized with
respect to the underlying instrument, expiration date, contract size, and
strike price, the terms of over-the-counter options (options not traded on
exchanges) generally are established through negotiation with the other
party to the option contract.  While this type of arrangement allows the
fund greater flexibility to tailor an option to its needs, OTC options
generally involve greater credit risk than exchange-traded options, which
are guaranteed by the clearing organization of the exchanges where they are
traded.
 Options and Futures Relating to Foreign Currencies.  Currency futures
contracts are similar to forward currency exchange contracts, except that
they are traded on exchanges (and have margin requirements) and are
standardized as to contract size and delivery date.  Most currency futures
contracts call for payment or delivery in U.S. dollars.  The underlying
instrument of a currency option may be a foreign currency, which generally
is purchased or delivered in exchange for U.S. dollars, or may be a futures
contract.  The purchaser of a currency call obtains the right to purchase
the underlying currency, and the purchaser of a currency put obtains the
right to sell the underlying currency.
 The uses and risks of currency options and futures are similar to options
and futures relating to securities or indices, as discussed above.  The
fund may purchase and sell currency futures and may purchase and write
currency options to increase or decrease its exposure to different foreign
currencies.  The fund may also purchase and write currency options in
conjunction with each other or with currency futures or forward contracts. 
Currency futures and options values can be expected to correlate with
exchange rates, but may not reflect other factors that affect the value of
the fund's investments.  A currency hedge, for example, should protect a
Yen-denominated security from a decline in the Yen, but will not protect
the fund against a price decline resulting from deterioration in the
issuer's creditworthiness.  Because the value of the fund's
foreign-denominated investments changes in response to many factors other
than exchange rates, it may not be possible to match the amount of currency
options and futures to the value of the fund's investments exactly over
time.
 Asset Coverage for Futures and Options Positions.  The fund will comply
with guidelines established by the SEC with respect to coverage of options
and futures strategies by mutual funds, and if the guidelines so require
will set aside appropriate liquid assets in a segregated custodial account
in the amount prescribed.  Securities held in a segregated account cannot
be sold while the futures or option strategy is outstanding, unless they
are replaced with other suitable assets.  As a result, there is a
possibility that segregation of a large percentage of the fund's assets
could impede portfolio management or the fund's ability to meet redemption
requests or other current obligations.
  (b)-(c) Information in Item 4 is complete.
  (d) Portfolio Turnover.  The fund's policy will be to limit portfolio
turnover to transactions necessary to carry out its investment objective. 
It is not anticipated that annual portfolio turnover will exceed 15%.  The
fund will not invest for short-term profits and expects that portfolio
turnover will be kept at the level required by prudent long-term investment
practices.  One of the factors which will be considered before any
portfolio securities are sold will be the resulting tax liability; but the
fund will make changes in its investments, consistent with its investment
objective, when such changes are believed to be to the advantage of
shareholders even though capital gains will be realized.
  The portfolio turnover rates for the years ended December 31, 1993 and
1992 were 0% and 0%, respectively.  The portfolio turnover rate is
calculated by dividing the lesser of purchases or sales of portfolio
securities for the year by the monthly average current value of the
portfolio securities (excluding U.S. government securities and all other
securities whose maturities at the time of acquisition were one year or
less).
ITEM 14. MANAGEMENT OF THE FUND.
 (a)-(b) The Trustees and executive officers of the trust are listed below. 
Except as indicated, each individual has held the office shown or other
offices in the same company for the last five years.  All persons named as
Trustees also serve in similar capacities for other funds advised by FMR. 
Unless otherwise noted, the business address of each Trustee and officer is
82 Devonshire Street, Boston, Massachusetts 02109, which is also the
address of FMR.  Those Trustees who are "interested persons" (as defined in
the Investment Company Act of 1940) by virtue of their affiliation with
either the trust or FMR are indicated by an asterisk (*).
*EDWARD C. JOHNSON 3d, Trustee and President, is Chairman, Chief Executive
Officer and a Director of FMR Corp.; a Director and Chairman of the Board
and of the Executive Committee of FMR; Chairman and a Director of FMR Texas
Inc. (1989), Fidelity Management & Research (U.K.) Inc., and Fidelity
Management & Research (Far East) Inc.
*J. GARY BURKHEAD, Trustee and Senior Vice President, is President of FMR;
and President and a Director of FMR Texas Inc. (1989), Fidelity Management
& Research (U.K.) Inc., and Fidelity Management & Research (Far
East) Inc.
RICHARD J. FLYNN, 77 Fiske Hill, Sturbridge, MA, Trustee, is a financial
consultant.  Prior to September 1986, Mr. Flynn was Vice Chairman and a
Director of the Norton Company (manufacturer of industrial devices).  He is
currently a Director of Mechanics Bank and a Trustee of College of the Holy
Cross and Old Sturbridge Village, Inc.
E. BRADLEY JONES, 3881-2 Lander Road, Chagrin Falls, OH, Trustee (1990). 
Prior to his retirement in 1984, Mr. Jones was Chairman and Chief Executive
Officer of LTV Steel Company.  Prior to May 1990, he was Director of
National City Corporation (a bank holding company) and National City Bank
of Cleveland.  He is a Director of TRW Inc. (original equipment and
replacement products), Cleveland-Cliffs Inc (mining), NACCO Industries,
Inc. (mining and marketing), Consolidated Rail Corporation, Birmingham
Steel Corporation, Hyster-Yale Materials Handling, Inc. (1989), and RPM,
Inc. (manufacturer of chemical products, 1990).  In addition, he serves as
a Trustee of First Union Real Estate Investments, Chairman of the Board of
Trustees and a member of the Executive Committee of the Cleveland Clinic
Foundation, a Trustee and a member of the Executive Committee of University
School (Cleveland), and a Trustee of Cleveland Clinic Florida.
DONALD J. KIRK, 680 Steamboat Road, Apartment #1-North, Greenwich, CT,
Trustee, is a Professor at Columbia University Graduate School of Business
and a financial consultant.  Prior to 1987, he was Chairman of the
Financial Accounting Standards Board.  Mr. Kirk is a Director of General Re
Corporation (reinsurance) and Valuation Research Corp. (appraisals and
valuations, 1993). In addition, he serves as Vice Chairman of the Board of
Directors of the National Arts Stabilization Fund and Vice Chairman of the
Board of Trustees of the Greenwich Hospital Association.
*PETER S. LYNCH, Trustee (1990) is Vice Chairman of FMR (1992).  Prior to
his retirement on May 31, 1990, he was a Director of FMR (1989) and
Executive Vice President of FMR (a position he held until March 31, 1991);
Vice President of Fidelity Magellan Fund and FMR Growth Group Leader; and
Managing Director of FMR Corp.  Mr. Lynch was also Vice President of
Fidelity Investments Corporate Services (1991-1992).  He is a Director of
W.R. Grace & Co. (chemicals, 1989) and Morrison Knudsen Corporation
(engineering and construction).  In addition, he serves as a Trustee of
Boston College, Massachusetts Eye & Ear Infirmary, Historic Deerfield
(1989) and Society for the Preservation of New England Antiquities, and as
an Overseer of the Museum of Fine Arts of Boston (1990).
GERALD C. McDONOUGH, 135 Aspenwood Drive, Cleveland, OH, Trustee (1989), is
Chairman of G.M. Management Group (strategic advisory services).  Prior to
his retirement in July 1988, he was Chairman and Chief Executive Officer of
Leaseway Transportation Corp. (physical distribution services). Mr.
McDonough is a Director of ACME-Cleveland Corp. (metal working,
telecommunications and electronic products), Brush-Wellman Inc. (metal
refining), York International Corp. (air conditioning and refrigeration,
1989), Commercial Intertech Corp. (water treatment equipment, 1992), and
Associated Estates Realty Corporation (a real estate investment trust,
1993). 
EDWARD H. MALONE, 5601 Turtle Bay Drive #2104, Naples, FL, Trustee.  Prior
to his retirement in 1985, Mr. Malone was Chairman, General Electric
Investment Corporation and a Vice President of General Electric Company. 
He is a Director of Allegheny Power Systems, Inc. (electric utility),
General Re Corporation (reinsurance) and Mattel Inc. (toy manufacturer). 
He is also a Trustee of Rensselaer Polytechnic Institute and of Corporate
Property Investors and a member of the Advisory Boards of Butler Capital
Corporation Funds and Warburg, Pincus Partnership Funds.
THOMAS R. WILLIAMS, 21st Floor, 191 Peachtree Street, N.E., Atlanta, GA,
Trustee, is President of The Wales Group, Inc. (management and financial
advisory services).  Prior to retiring in 1987, Mr. Williams served as
Chairman of the Board of First Wachovia Corporation (bank holding company),
and Chairman and Chief Executive Officer of The First National Bank of
Atlanta and First Atlanta Corporation (bank holding company).  He is
currently a Director of BellSouth Corporation (telecommunications),
ConAgra, Inc. (agricultural products), Fisher Business Systems, Inc.
(computer software), Georgia Power Company (electric utility), Gerber Alley
& Associates, Inc. (computer software), National Life Insurance Company
of Vermont, American Software, Inc. (1989), and AppleSouth, Inc.
(restaurants, 1992).
GARY L. FRENCH, Treasurer (1991).  Prior to becoming Treasurer of the
Fidelity funds, Mr. French was Senior Vice President, Fund Accounting -
Fidelity Accounting & Custody Services Co. (1991); Vice President, Fund
Accounting - Fidelity Accounting & Custody Services Co. (1990); and
Senior Vice President, Chief Financial and Operations Officer - Huntington
Advisers, Inc. (1985-1990).
ARTHUR S. LORING, Secretary, is Senior Vice President and General Counsel
of FMR, Vice President-Legal of FMR Corp., and Vice President and Clerk of
FDC.
ROBERT H. MORRISON, Manager, Security Transactions, is an employee of FMR.
RUFUS C. CUSHMAN, JR., Vice President of FMR (1987) and of funds advised by
FMR.
 Under a retirement program that became effective on November 1, 1989,
Trustees, upon reaching age 72, become eligible to participate in a defined
benefit retirement program under which they receive payments during their
lifetime from the fund based on their  basic trustee fees and length of
service.  Currently, Messrs. Robert L. Johnson, William R. Spaulding,
Bertram H. Witham, and David L. Yunich participate in the program.
 (c) Not applicable.
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.
 (a) Not applicable.
 (b) Not applicable.
 (c) As of January 31, 1994, the Trustees and officers of the fund owned,
in the aggregate, less than 1% of the fund's total outstanding shares.
ITEM 16. INVESTMENT ADVISORY AND OTHER SERVICES.
 (a) (i) FMR is a wholly owned subsidiary of FMR Corp., a parent company
organized in 1972.  At present, the principal operating activities of FMR
Corp. are those conducted by three of its divisions as follows:  FSC, which
is the transfer and shareholder servicing agent for certain of the funds
advised by FMR; Fidelity Investments Institutional Operations Company,
which performs shareholder servicing functions for certain institutional
customers; and Fidelity Investments Retail Marketing Company, which
provides marketing services to various companies within the Fidelity
organization.  Through ownership of voting common stock, Edward C. Johnson
3d, President and a Trustee of the fund, and various trusts for the benefit
of Johnson family members form a controlling group with respect to FMR
Corp.
 Several affiliates of FMR are also engaged in the investment advisory
business.  Fidelity Management Trust Company provides trustee, investment
advisory, and administrative services to retirement plans and corporate
employee benefit accounts.  FMR U.K. Inc. and FMR Far East Inc., both
wholly owned subsidiaries of FMR formed in 1986, supply investment
research, and may supply portfolio management services, to FMR in
connection with certain funds advised by FMR.  FMR Texas Inc., a wholly
owned subsidiary of FMR formed in 1989, supplies portfolio management and
research services in connection with certain money market funds advised by
FMR.
 From time to time FMR, its officers and directors, and its affiliated
companies have transactions with various banks, including custodian banks
for certain of the funds advised by FMR.  Transactions to date have
included mortgages and general business loans.  In the judgment of the
fund's Trustees, the terms and conditions of those transactions were not
influenced by existing or potential custodial or other fund relationships. 
The Boston branch of the fund's custodian bank leases its office space from
an affiliate of FMR at a lease payment which, when entered into, was
consistent with prevailing market rates.
  (ii) Information in Item 14 is complete.
  (iii) Information in Item 5 is complete.
 (b)-(c) Information in Item 5 is complete.
 (d)-(g) Not applicable.
 (h) Custodian.  Brown Brothers Harriman & Co., 40 Water Street,
Boston, Massachusetts, is custodian of the assets of the fund.  The
custodian is responsible for the safekeeping of the fund's assets and the
appointment of subcustodian banks and clearing agencies.  The custodian
takes no part in determining the investment policies of the fund or in
deciding which securities are purchased and sold by the fund.  The fund
may, however, invest in obligations of the custodian and may purchase
securities from or sell securities to the custodian.
 Auditor.  Coopers & Lybrand, One Post Office Square, Boston,
Massachusetts, serves as the fund's independent accountant.  The auditor
examines financial statements for the fund and provides other audit, tax,
and related services.
 (i) Information in Item 5 is complete.
ITEM 17. BROKERAGE ALLOCATION.
 All orders for the purchase or sale of portfolio securities are placed on
behalf of the fund by FMR pursuant to authority contained in the management
contract.  FMR is also responsible for the placement of transaction orders
for other investment companies and accounts for which it or its affiliates
act as investment adviser.  In selecting broker-dealers, subject to
applicable limitations of the federal securities laws, FMR will consider
various relevant factors, including, but not limited to, the size and type
of the transaction; the nature and character of the markets for the
security to be purchased or sold; the execution efficiency, settlement
capability, and financial condition of the broker-dealer firm; the
broker-dealer's execution services rendered on a continuing basis; and the
reasonableness of any commissions.
 The fund may execute portfolio transactions with broker-dealers who
provide research or execution services to the fund or other accounts over
which FMR or its affiliates exercise investment discretion.  Such services
may include advice concerning the value of securities; the advisability of
investing in, purchasing, or selling securities; the availability of
securities or the purchasers or sellers of securities; furnishing analyses
and reports concerning issuers, industries, securities, economic factors
and trends, portfolio strategy, and performance of accounts; and effecting
securities transactions and performing functions incidental thereto (such
as clearance and settlement).  The selection of such broker-dealers is
generally made by FMR (to the extent possible consistent with execution
considerations) in accordance with a ranking of broker-dealers determined
periodically by FMR's investment staff based upon the quality of such
research and execution services provided.
 The receipt of research from broker-dealers that execute transactions on
behalf of the fund may be useful to FMR in rendering investment management
services to the fund or its other clients, and conversely, such research
provided by broker-dealers who have executed transaction orders on behalf
of other FMR clients may be useful to FMR in carrying out its obligations
to the fund.  The receipt of such research has not reduced FMR's normal
independent research activities; however, it enables FMR to avoid
additional expenses that could be incurred if FMR tried to develop
comparable information through its own efforts.
 Subject to applicable limitations of the federal securities laws,
broker-dealers may receive commissions for agency transactions that are in
excess of the amount of commissions charged by other broker-dealers in
recognition of their research and execution services.  In order to cause
the fund to pay such higher commissions, FMR must determine in good faith
that such commissions are reasonable in relation to the value of the
brokerage and research services provided by such executing broker-dealers,
viewed in terms of a particular transaction or FMR's overall
responsibilities to the fund or its other clients.  In reaching this
determination, FMR will not attempt to place a specific dollar value on the
brokerage and research services provided or to determine what portion of
the compensation should be related to those services.
 FMR is authorized to use research services provided by and to place
portfolio transactions with brokerage firms that have provided assistance
in the distribution of shares of the fund or shares of other Fidelity funds
to the extent permitted by law.  FMR may use research services provided by
and place agency transactions with Fidelity Brokerage Services, Inc.
(FBSI), and Fidelity Brokerage Services, Ltd. (FBSL), subsidiaries of FMR
Corp., if the commissions are fair, reasonable and comparable to
commissions charged by non-affiliated, qualified brokerage firms for
similar services.  FMR will allocate brokerage transactions to the fund's
custodian, so long as transaction quality is comparable to that of other
qualified broker-dealers  The custodian may credit a portion of the
commissions paid toward payment of the fund's custodian charges.
 Section 11(a) of the Securities Exchange Act of 1934 prohibits members of
national securities exchanges from executing exchange transactions for
accounts which they or their affiliates manage, except in accordance with
regulations of the Securities and Exchange Commission. Pursuant to such
regulations, the Board of Trustees has approved a written agreement which
permits FBSI to effect fund portfolio transactions on national securities
exchanges and to retain compensation in connection with such transactions.
 The Trustees periodically review FMR's performance of its responsibilities
in connection with the placement of portfolio transactions on behalf of the
fund and review the commissions paid by the fund over representative
periods of time to determine if they are reasonable in relation to the
benefits to the fund.
 For the fiscal years ended December 31, 1993, 1992, and 1991, the fund
paid brokerage commissions of $0, $0, and $0, respectively.  The fund pays
both commissions and spreads in connection with the placement of portfolio
transactions; FBSI is paid on a commission basis.  During fiscal 1993, the
fund paid no brokerage commissions to FBSI.
 From time to time the Trustees will review whether the recapture for the
benefit of the fund of some portion of the brokerage commissions or similar
fees paid by the fund on portfolio transactions is legally permissible and
advisable. The fund seeks to recapture soliciting broker-dealer fees on the
tender of portfolio securities, but at present no other recapture
arrangements are in effect.  The Trustees intend to continue to review
whether recapture opportunities are available and are legally permissible
and, if so, to determine, in the exercise of their business judgment,
whether it would be advisable for the fund to seek such recapture.
 Although the Trustees and officers of the fund are substantially the same
as those of other funds managed by FMR, investment decisions for the fund
are made independently from those of other funds managed by FMR or accounts
managed by FMR affiliates.  It sometimes happens that the same security is
held in the portfolio of more than one of these funds or accounts.
Simultaneous transactions are inevitable when several funds are managed by
the same investment adviser, particularly when the same security is
suitable for the investment objective of more than one fund.
 When two or more funds are simultaneously engaged in the purchase or sale
of the same security, the prices and amounts are allocated in accordance
with a formula considered by the officers of the funds involved to be
equitable to each fund.  In some cases this system could have a detrimental
effect on the price or value of the security as far as the fund is
concerned.  In other cases, however, the ability of the fund to participate
in volume transactions will produce better executions and prices for the
fund.  It is the current opinion of the Trustees that the desirability of
retaining FMR as investment adviser to the fund outweighs any disadvantages
that may be said to exist from exposure to simultaneous transactions.
ITEM 18. CAPITAL STOCK AND OTHER SECURITIES.  Information in Item 6 is
complete.
ITEM 19. PURCHASE, REDEMPTION, AND PRICING OF SECURITIES BEING OFFERED. 
Information in Items 7 and 8 is complete.
ITEM 20. TAX STATUS.  Information in Item 6 is complete.
ITEM 21. UNDERWRITERS.  Not applicable (the fund's shares are not currently
offered to the public).
ITEM 22. CALCULATION OF YIELD QUOTATIONS OF MONEY MARKET FUNDS.   Not
applicable.
ITEM 23. FINANCIAL STATEMENTS.  Financial statements for the fund's fiscal
year ending December 31, 1993 are incorporated herein by reference and are
filed herein as Exhibit 24(a).
PART C.  OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements for the fiscal year ended December 31, 1993 are
incorporated herein by reference and are filed herein   as Exhibit 24(a).
(b) Exhibits:
 1. (a) Declaration of Trust, dated November 1, 1984, is incorporated
herein by reference to Exhibit 1 to Post-Effective Amendment No. 5.
  (b) Supplements to the Declaration of Trust, dated November 1, 1988, are
incorporated herein by reference to Exhibit 1(b) to Post-Effective
Amendment No. 10.
 2. (a) Registrant's Bylaws are incorporated herein by reference to Exhibit
2 to Post-Effective Amendment No. 5.
  (b) Supplement to the Bylaws by a vote of a majority of shareholders on
October 18, 1988 is incorporated herein by reference to Exhibit 2(b) to
Post-Effective Amendment No. 10.
 3. Not applicable.
 4. Not applicable.
 5. Management Contract dated November 1, 1988 with Fidelity Management
& Research Company is incorporated herein by reference to Exhibit 5 to
Post-Effective Amendment No. 10.
 6. Not applicable.
 7. Retirement Plan for Non-Interested Person Trustees, Directors or
General Partners, effective November 1, 1989, is incorporated herein by
reference to Exhibit 7 to Post-Effective Amendment No. 13.
 8. (a) Custodian Agreement, dated July 18, 1991, between Registrant and
Brown Brothers Harriman & Co. is incorporated herein by reference to
Exhibit 8(a) to Post-Effective Amendment No. 13.
  (b) Appendix B, dated December 12, 1991, between Registrant and Brown
Brothers Harriman & Co. is incorporated herein by reference to Exhibit
8(b) to Post-Effective Amendment No. 13.
 9. (a) Master Service Agreement dated December 31, 1985 between
Registrant, FMR Corp., and Fidelity Service Co., covering transfer agent,
and securities lending services, is incorporated herein by reference to
Exhibit 9(c) to Post-Effective Amendment No. 7.
  (b) Appointment of Sub-Transfer Agent and Schedule A, dated June 1, 1989,
is incorporated herein by reference to Exhibit 9(b) to Post-Effective
Amendment No. 12.
  (c) Appointment of Sub-Servicing Agent and Schedules B and C, dated June
1, 1989, is incorporated herein by reference to Exhibit 9(c) to
Post-Effective Amendment No. 12.
 10. Not applicable.
 11. Consent of Coopers & Lybrand is filed herein as Exhibit 11.
 12. Not applicable.
 13. Not applicable.
 14. Not applicable.
Item 25. Persons Controlled by or Under Common Control with Registrant
 The Board of Trustees of Registrant is the same as the Boards of other
funds advised by FMR, each of which has Fidelity Management & Research
Company as its investment adviser.  In addition, the officers of these
funds are substantially identical.  Nonetheless, Registrant takes the
position that it is not under common control with these other funds since
the power residing in the respective boards and officers arises as the
result of an official position with the respective funds.
Item 26. Number of Holders of Securities
February 28, 1994
Shares of Beneficial Interest
  Title of Class    Number of Record Holders
    Fidelity Exchange Fund     435
Item 27. Indemnification
 Article XI, Section 2 of the Declaration of Trust sets forth the
reasonable and fair means for determining whether indemnification shall be
provided to any past or present trustee or officer.  It states that the
Registrant shall indemnify any present or past Trustee, or officer to the
fullest extent permitted by law against liability and all expenses
reasonably incurred by him in connection with any claim, action suit or
proceeding in which he is involved by virtue of his service as a trustee,
an officer, or both.  Additionally, amounts paid or incurred in settlement
of such matters are covered by this indemnification.  Indemnification will
not be provided in certain circumstances, however.  These include instances
of willful misfeasance, bad faith, gross negligence, and reckless disregard
of the duties involved in the conduct of the particular office involved.
Item 28. Business and Other Connections of Investment Adviser
 (1)  FIDELITY MANAGEMENT & RESEARCH COMPANY
 FMR serves as investment adviser to a number of other investment
companies.  The directors and officers of the Adviser have held, during the
past two fiscal years, the following positions of a substantial nature.
 
<TABLE>
<CAPTION>
<S>                     <C>                                                          
Edward C. Johnson 3d    Chairman of the Executive Committee of FMR; President        
                        and Chief Executive Officer of FMR Corp.; Chairman of        
                        the Board and a Director of FMR, FMR Corp., FMR Texas        
                        Inc., Fidelity Management & Research (U.K.) Inc. and     
                        Fidelity Management & Research (Far East) Inc.;          
                        President and Trustee of funds advised by FMR;               
 
                                                                                     
 
J. Gary Burkhead        President of FMR; Managing Director of FMR Corp.;            
                        President and a Director of FMR Texas Inc., Fidelity         
                        Management & Research (U.K.) Inc. and Fidelity           
                        Management & Research (Far East) Inc.; Senior Vice       
                        President and Trustee of funds advised by FMR.               
 
                                                                                     
 
Peter S. Lynch          Vice Chairman of FMR (1992).                                 
 
                                                                                     
 
David Breazzano         Vice President of FMR (1993) and of a fund advised by        
                        FMR.                                                         
 
                                                                                     
 
Stephan Campbell        Vice President of FMR (1993).                                
 
                                                                                     
 
Rufus C. Cushman, Jr.   Vice President of FMR and of funds advised by FMR.           
 
                                                                                     
 
Will Danoff             Vice President of FMR (1993) and of a fund advised by        
                        FMR.                                                         
 
                                                                                     
 
Scott DeSano            Vice President of FMR (1993).                                
 
                                                                                     
 
Penelope Dobkin         Vice President of FMR and of a fund advised by FMR.          
 
                                                                                     
 
Larry Domash            Vice President of FMR (1993).                                
 
                                                                                     
 
George Domolky          Vice President of FMR (1993) and of a fund advised by        
                        FMR.                                                         
 
                                                                                     
 
Charles F. Dornbush     Senior Vice President of FMR; Chief Financial Officer of     
                        the Fidelity funds; Treasurer of FMR Texas Inc., Fidelity    
                        Management & Research (U.K.) Inc., and Fidelity          
                        Management & Research (Far East) Inc.                    
 
                                                                                     
 
Robert K. Duby          Vice President of FMR.                                       
 
                                                                                     
 
Margaret L. Eagle       Vice President of FMR and of a fund advised by FMR.          
 
                                                                                     
 
Kathryn L. Eklund       Vice President of FMR.                                       
 
                                                                                     
 
Richard B. Fentin       Senior Vice President of FMR (1993) and of a fund advised    
                        by FMR.                                                      
 
                                                                                     
 
Daniel R. Frank         Vice President of FMR and of funds advised by FMR.           
 
                                                                                     
 
Gary L. French          Vice President of FMR and Treasurer of the funds advised     
                        by FMR.  Prior to assuming the position as Treasurer he      
                        was Senior Vice President, Fund Accounting - Fidelity        
                        Accounting & Custody Services Co.                        
 
                                                                                     
 
Michael S. Gray         Vice President of FMR and of funds advised by FMR.           
 
                                                                                     
 
Barry A. Greenfield     Vice President of FMR and of a fund advised by FMR.          
 
                                                                                     
 
William J. Hayes        Senior Vice President of FMR; Income/Growth Group            
                        Leader and International Group Leader.                       
 
                                                                                     
 
Robert Haber            Vice President of FMR and of funds advised by FMR.           
 
                                                                                     
 
Daniel Harmetz          Vice President of FMR and of a fund advised by FMR.          
 
                                                                                     
 
Ellen S. Heller         Vice President of FMR.                                       
 
                                                                                     
 
</TABLE>
 
John Hickling   Vice President of FMR (1993) and of funds advised by    
                FMR.                                                    
 
 
<TABLE>
<CAPTION>
<S>                      <C>                                                           
                                                                                       
 
Robert F. Hill           Vice President of FMR; and Director of Technical              
                         Research.                                                     
 
                                                                                       
 
Stephan Jonas            Vice President of FMR (1993).                                 
 
                                                                                       
 
David B. Jones           Vice President of FMR (1993).                                 
 
                                                                                       
 
Steven Kaye              Vice President of FMR (1993) and of a fund advised by         
                         FMR.                                                          
 
                                                                                       
 
Frank Knox               Vice President of FMR (1993).                                 
 
                                                                                       
 
Robert A. Lawrence       Senior Vice President of FMR (1993); and High Income          
                         Group Leader.                                                 
 
                                                                                       
 
Alan Leifer              Vice President of FMR and of a fund advised by FMR.           
 
                                                                                       
 
Harris Leviton           Vice President of FMR (1993) and of a fund advised by         
                         FMR.                                                          
 
                                                                                       
 
Bradford E. Lewis        Vice President of FMR and of funds advised by FMR.            
 
                                                                                       
 
Robert H. Morrison       Vice President of FMR and Director of Equity Trading.         
 
                                                                                       
 
David Murphy             Vice President of FMR and of funds advised by FMR.            
 
                                                                                       
 
Jacques Perold           Vice President of FMR.                                        
 
                                                                                       
 
Brian Posner             Vice President of FMR (1993) and of a fund advised by         
                         FMR.                                                          
 
                                                                                       
 
Anne Punzak              Vice President of FMR and of funds advised by FMR.            
 
                                                                                       
 
Richard A. Spillane      Vice President of FMR and of funds advised by FMR; and        
                         Director of Equity Research.                                  
 
                                                                                       
 
Robert E. Stansky        Senior Vice President of FMR (1993) and of funds advised      
                         by FMR.                                                       
 
                                                                                       
 
Thomas Steffanci         Senior Vice President of FMR (1993); and Fixed-Income         
                         Division Head.                                                
 
                                                                                       
 
Gary L. Swayze           Vice President of FMR and of funds advised by FMR; and        
                         Tax-Free Fixed-Income Group Leader.                           
 
                                                                                       
 
Donald Taylor            Vice President of FMR (1993) and of funds advised by          
                         FMR.                                                          
 
                                                                                       
 
Beth F. Terrana          Senior Vice President of FMR (1993) and of funds advised      
                         by FMR.                                                       
 
                                                                                       
 
Joel Tillinghast         Vice President of FMR (1993) and of a fund advised by         
                         FMR.                                                          
 
                                                                                       
 
Robert Tucket            Vice President of FMR (1993).                                 
 
                                                                                       
 
George A. Vanderheiden   Senior Vice President of FMR; Vice President of funds         
                         advised by FMR; and Growth Group Leader.                      
 
                                                                                       
 
Jeffrey Vinik            Senior Vice President of FMR (1993) and of a fund advised     
                         by FMR.                                                       
 
                                                                                       
 
Guy E. Wickwire          Vice President of FMR and of a fund advised by FMR.           
 
                                                                                       
 
Arthur S. Loring         Senior Vice President (1993), Clerk and General Counsel of    
                         FMR; Vice President, Legal of FMR Corp.; and Secretary        
                         of funds advised by FMR.                                      
 
</TABLE>
 
Item 29. Principal Underwriters
 (a) Not applicable (shares of the Fund are not currently sold to the
public).
Item 30. Location of Accounts and Records
 All accounts, books, and other documents required to be maintained by
Section 31a of the 1940 Act and the rules promulgated thereunder are
maintained by Fidelity Management & Research Company or Fidelity
Service Co., 82 Devonshire Street, Boston, MA 02109.
Item 31. Management Services
 Not applicable.
Item 32. Undertakings
The Registrant on behalf of Exchange Fund undertakes, provided the
information required by Item 5a is contained in the annual report, to
furnish each person to whom a prospectus has been delivered, upon their
request and without charge, a copy of the Registrant's latest annual report
to shareholders.
SIGNATURES
 Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this Amendment No. 15 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, and Commonwealth of Massachusetts, on
the 21st day of March, 1994.
        FIDELITY EXCHANGE FUND
        /s/Gary L. French  
           Gary L. French, Treasurer

 
 
 
EXHIBIT 24(A)
(2_FIDELITY_LOGOS)FIDELITY
 
EXCHANGE
FUND
ANNUAL REPORT
DECEMBER 31, 1993 
CONTENTS
 
 
PRESIDENT'S MESSAGE      3    Ned Johnson on minimizing taxes.         
 
PERFORMANCE              4    How the fund has done over time.         
 
FUND TALK                6    The manager's review of fund             
                              performance, strategy, and outlook.      
 
INVESTMENT CHANGES       8    A summary of major shifts in the         
                              fund's investments over the last six     
                              months.                                  
 
INVESTMENTS              9    A complete list of the fund's            
                              investments with their market value.     
 
FINANCIAL STATEMENTS     15   Statements of assets and liabilities,    
                              operations, and changes in net           
                              assets, as well as financial             
                              highlights.                              
 
NOTES                    19   Footnotes to the financial               
                              statements.                              
 
REPORT OF INDEPENDENT    21   The auditor's opinion.                   
ACCOUNTANTS                                                            
 
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL 
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED
FOR 
DISTRIBUTION TO PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR
ACCOMPANIED BY 
AN EFFECTIVE PROSPECTUS. NEITHER THE FUND NOR FIDELITY DISTRIBUTORS
CORPORATION IS A 
BANK, AND FUND SHARES ARE NOT BACKED OR GUARANTEED BY ANY BANK OR INSURED
BY THE 
FDIC.
 
 
PRESIDENT'S MESSAGE
 
 
 
DEAR SHAREHOLDER:
Once the new year begins, many people start reviewing their finances and
calculating their tax bills. No one wants to pay more taxes than they have
to. But a recent survey of 500 U.S. households, conducted by Fidelity and
Yankelovich Partners, showed that few people have taken steps to reduce
their taxes under the new legislation. Many were not even aware that the
new tax laws were retroactive to January 1993. 
Whether or not you're someone whose tax bill will increase as a result of
these changes, it may make sense to consider ways to keep more of what you
earn.
First, if your employer offers a 401(k) or 403(b) retirement savings plan,
consider enrolling. These plans are set up so you can make regular
contributions - 
before taxes - to a retirement savings plan. They offer a disciplined
savings strategy, the ability to accumulate earnings tax-deferred, and
immediate tax savings. For example, if you earn $40,000 a year and
contribute 7% of your salary to your 401(k) plan, your annual contribution
is $2,800. That reduces your taxable income to $37,200 and, if you're in
the 
28% tax bracket, saves you $784 in federal taxes. In addition, you pay no
taxes on any earnings until withdrawal. 
It may be a good idea to contact your benefits office as soon as possible
to find out when you can enroll or increase your contribution. Most
employers allow employees to make changes only a few times each year. 
Second, consider an IRA. Many people are eligible to make an IRA
contribution (up to $2,000) that is fully tax deductible. That includes
people who are not covered by company pension plans, or those within
certain income brackets. Even if you don't qualify for a fully deductible
contribution, any IRA earnings will grow tax-deferred until withdrawal. 
Third, consider adding to your tax-free investments, either municipal bonds
or municipal bond funds. Often these can provide higher after-tax yields
than comparable taxable investments. For example, if you're in the new 36%
federal income tax bracket and invest $10,000 in a taxable investment
yielding 7%, you'll pay $252 in federal taxes and receive $448 in income.
That same $10,000 invested in a tax-free bond fund yielding 5.5% would
allow you to keep $550 in income. 
These are three investment strategies that could help lower your tax bill
in 1994. If you're interested in learning more, please call us at
1-800-544-8888 or visit a Fidelity Investor Center. 
Wishing you a prosperous new year,
Edward C. Johnson 3d, Chairman
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (or income) and capital gains (the profits
the fund earns when it sells stocks that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED DECEMBER 31, 1993     PAST 1   PAST 5   PAST 10   
                                    YEAR     YEARS    YEARS     
 
Exchange                            6.54%    88.93%   280.69%   
 
S&P 500(Registered trademark)   10.08%   97.26%   302.35%   
 
Average Growth Fund                 10.61%   99.76%   234.70%   
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, one, five, or 10 years. You can compare
these figures to the performance of the Standard & Poor's 500 Composite
Stock Price Index - a common proxy for the U.S. stock market. You can also
compare them to the average growth fund, which reflects the performance of
488 growth funds tracked by Lipper Analytical Services. Both benchmarks
include reinvested dividends and capital gains, if any, and exclude the
effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED DECEMBER 31, 1993     PAST 1   PAST 5   PAST 10   
                                    YEAR     YEARS    YEARS     
 
Exchange                            6.54%    13.57%   14.30%    
 
S&P 500(Registered trademark)   10.08%   14.55%   14.94%    
 
Average Growth Fund                 10.61%   14.51%   12.38%    
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year.
 
$10,000 OVER 10 YEARS
 
          Exchange (033)    S&P 500
 
 12/31/83      10000.00    10000.00
 01/31/84       9784.53     9944.00
 02/29/84       9388.67     9593.97
 03/31/84       9642.48     9759.95
 04/30/84       9779.87     9852.67
 05/31/84       9251.29     9306.83
 06/30/84       9507.43     9508.79
 07/31/84       9341.76     9390.88
 08/31/84      10339.19    10428.57
 09/30/84      10156.76    10430.66
 10/31/84      10258.64    10471.34
 11/30/84      10135.44    10354.06
 12/31/84      10404.29    10627.40
 01/31/85      11232.78    11455.28
 02/28/85      11365.24    11596.18
 03/31/85      11403.77    11604.30
 04/30/85      11345.97    11593.85
 05/31/85      11976.97    12263.98
 06/30/85      12160.01    12456.52
 07/31/85      12110.88    12437.84
 08/31/85      12025.30    12332.11
 09/30/85      11678.08    11946.12
 10/31/85      12123.10    12498.03
 11/30/85      13057.15    13355.39
 12/31/85      13648.88    14001.80
 01/31/86      13771.14    14080.21
 02/28/86      14928.25    15133.40
 03/31/86      15796.41    15977.85
 04/30/86      15778.69    15797.30
 05/31/86      16667.10    16637.72
 06/30/86      17120.16    16918.89
 07/31/86      16145.70    15973.13
 08/31/86      17052.27    17158.33
 09/30/86      15432.64    15739.34
 10/31/86      16314.21    16647.50
 11/30/86      16770.37    17052.03
 12/31/86      16477.26    16617.21
 01/31/87      18725.35    18855.54
 02/28/87      19753.51    19600.34
 03/31/87      20090.46    20166.79
 04/30/87      19652.61    19987.30
 05/31/87      19848.70    20161.19
 06/30/87      20909.77    21179.33
 07/31/87      21933.23    22253.12
 08/31/87      22627.41    23083.17
 09/30/87      22100.94    22577.65
 10/31/87      17514.67    17714.42
 11/30/87      16111.65    16254.75
 12/31/87      17312.19    17491.74
 01/31/88      17947.30    18228.14
 02/29/88      18905.69    19077.57
 03/31/88      18301.60    18488.08
 04/30/88      18349.15    18693.29
 05/31/88      18340.76    18855.92
 06/30/88      18982.68    19721.41
 07/31/88      18792.91    19646.47
 08/31/88      18455.85    18978.49
 09/30/88      19158.29    19786.97
 10/31/88      20002.34    20337.05
 11/30/88      19829.56    20046.23
 12/31/88      20149.35    20397.04
 01/31/89      21334.95    21890.10
 02/28/89      20933.98    21345.04
 03/31/89      21434.55    21842.38
 04/30/89      22587.56    22976.00
 05/31/89      23421.46    23906.53
 06/30/89      23318.53    23770.26
 07/31/89      25450.03    25916.71
 08/31/89      25602.28    26424.68
 09/30/89      25431.76    26316.34
 10/31/89      25032.86    25705.80
 11/30/89      25690.58    26230.20
 12/31/89      26100.70    26859.73
 01/31/90      24382.78    25057.44
 02/28/90      24591.01    25380.68
 03/31/90      25248.25    26053.27
 04/30/90      24740.68    25401.94
 05/31/90      27486.75    27878.62
 06/30/90      27539.53    27689.05
 07/31/90      27355.12    27600.44
 08/31/90      25063.18    25105.36
 09/30/90      23897.45    23882.73
 10/31/90      23709.74    23780.04
 11/30/90      25208.07    25316.23
 12/31/90      25972.93    26022.55
 01/31/91      26827.75    27157.13
 02/28/91      28804.10    29098.87
 03/31/91      29580.28    29803.06
 04/30/91      29481.12    29874.59
 05/31/91      30766.77    31165.17
 06/30/91      29266.35    29737.81
 07/31/91      30760.62    31123.59
 08/31/91      31417.82    31861.22
 09/30/91      30819.42    31329.13
 10/31/91      31410.91    31748.94
 11/30/91      30428.56    30469.46
 12/31/91      34132.82    33955.17
 01/31/92      33386.99    33323.60
 02/29/92      33971.75    33756.81
 03/31/92      33320.46    33098.55
 04/30/92      33943.73    34071.65
 05/31/92      34150.32    34238.60
 06/30/92      33289.24    33728.44
 07/31/92      34842.93    35107.94
 08/31/92      34379.30    34388.23
 09/30/92      34520.87    34794.01
 10/31/92      34832.31    34915.79
 11/30/92      35894.06    36106.41
 12/31/92      35731.78    36550.52
 01/31/93      35453.64    36857.55
 02/28/93      35562.01    37358.81
 03/31/93      36378.37    38147.08
 04/30/93      35666.76    37223.92
 05/31/93      36573.42    38221.52
 06/30/93      36597.19    38332.36
 07/31/93      35917.91    38179.04
 08/31/93      37229.00    39626.02
 09/30/93      36918.57    39320.90
 10/31/93      38025.14    40134.84
 11/30/93      37499.25    39753.56
 12/31/93      38068.78    40234.58$10,000 OVER 10 YEARS:  Let's say you
invested $10,000 in Fidelity Exchange Fund on December 31, 1983. As the
chart shows, by December 31, 1993, the value of your investment would have
grown to $38,069 - a 280.69% increase on your initial investment. For
comparison, look at how the S&P 500 did over the same period. With
dividends reinvested, the same $10,000 investment would have grown to
$40,235 - a 302.35% increase.
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is 
no guarantee of how it will do 
tomorrow. The stock market, 
for example, has a history of 
growth in the long run and 
volatility in the short run. In 
turn, the share price and 
return of a fund that invests in 
stocks will vary. That means if 
you sell your shares during a 
market downturn, you might 
lose money. But if you can 
ride out the market's ups and 
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
MARKET RECAP 
Low inflation, falling interest rates 
and a gradually improving 
economy boosted U.S. stocks 
during the 12 months ended 
December 31, 1993. The 
Standard & Poor's 500 stock 
index rose 10.08%, in line with 
the market's long-term average 
annual return. Some tobacco, 
drug and brand-name consumer 
products stocks began to pick up 
by year end, but had weak 
returns for the year, overall. 
Those losses were offset by 
impressive gains in other sectors, 
including technology, although 
semiconductors gave back part 
of their gains in the fall. Other 
market leaders were finance, 
notably securities brokers; 
economically-sensitive sectors 
like autos and steel; 
entertainment; heavy machinery; 
and precious metals. 
Communications stocks soared 
as traditional telephone utilities, 
cellular companies, and 
entertainment firms scrambled to 
form strategic alliances. The 
NASDAQ Composite Index - 
which tracks over-the-counter 
stocks - rose 14.75% for the 
year, but was outpaced by 
the Dow Jones Industrial Average 
- - an index of 30 blue-chip stocks 
- - which rose 17.04%. In 
mid-November, the Dow closed 
above 3700 for the first time and 
finished the year at 3754. Most 
international markets easily 
outpaced U.S. returns. The 
Morgan Stanley EAFE (Europe, 
Australia, Far East) index rose 
32.56%, while the Morgan 
Stanley Emerging Markets Index 
was up 73.21% for the year. 
A message from Sandy Cushman, Portfolio Manager of Fidelity Exchange Fund
Dear Exchange Fund Shareholder:
For the 12 months ended December 31, the fund had a total return of 6.54%.
That trailed the Standard & Poor's 500 index, which returned 10.08%
during the same period. The fund also lagged the average growth fund
tracked by Lipper Analytical Services, which gained 10.61%. These results
came despite a pick-up in the fund's performance over the last six months.
Uncertainty over President Clinton's reform plan hurt health-care stocks,
the fund's biggest sector investment at 16.6% on December 31. Fear that
drug companies would lose the power to raise their prices flattened stocks
like Eli Lilly, Merck and Pfizer early in the year. But I think
overreaction fueled much of the drug stock sell-off. The industry is
changing and companies are preparing themselves to do business under a new
set of rules. Some have new and successful products either on the market or
in production. I have a brighter outlook for some of these stocks in '94.
Many of the fund's bigger, blue-chip names spent most of the year in the
doldrums. A big chunk of the growth stocks the fund acquired in the 1970s
fall into the category of consumer non-durables. This sector made up 16.4%
of the fund's investments at the end of the year. These companies lost
pricing power in 1993 for two big reasons. Inflation remained very low,
which made it difficult for companies to raise the prices of their
products. And more importantly, consumers shunned familiar brand-name
products for cheaper generic or off-brand items. Stocks like Philip Morris,
which dropped 27.9% in 1993, Sara Lee (down 16.7%), and Johnson &
Johnson (down 16.2%) felt the effects.
Lately, we've seen some consumer non-durables rebound a bit. Many companies
cut costs through the year, and should be poised for better earnings now
that the economy is showing signs of strength. By late in the year,
investors had beaten down the prices of some of these stocks to a point at
which bargain hunters began to move in.
Technology stocks - 6.2% of the fund's investments - and finance  - 5.2% of
the fund - turned in strong perform-ances before investors went in for some
profit taking late in the year. Falling interest rates and low inflation
helped the balance sheets of banks, and their stocks responded. On the
technology side, semiconductor manufacturer Motorola's stock was up 80.9%
for the year. Japanese firms stopped gaining market share and demand for
semiconductors rose due to increasing sales of cellular phones and personal
computers. Investors also speculated about the roles of several companies
in the building of the so-called information superhighway, which will join
the technologies of telephones, televisions and computers to bring us
interactive services in our homes.
As for the next six months, I, like most people, feel stock valuations are
high. But I'm optimistic for a couple of reasons. Many of the stocks in
this fund have been hit hard over the last couple years and I think most of
the selling has already taken place. Also, if there's a market correction,
I believe the stocks of smaller companies will fall faster than those of
larger companies. The big firms in this fund may lend it more stability
should the market drop. Also, I like the outlook for some of the consumer
non-durables. Price cuts on brand-name goods have shrunk the gap between
those and the generics, and consumer confidence is picking up. I think
people may be ready to go back to the better known brand-names. Many of
these companies have long, successful histories and have rebounded from
down times before.
Sincerely,
 
 
 
 
Sandy Cushman
DISTRIBUTIONS: The Board of 
Trustees of Fidelity Exchange 
Fund voted to pay on February 7, 
1994, to shareholders of record 
at the opening of business on 
February 4, 1994, a distribution 
of $.06 derived from capital gains 
realized from sales of portfolio 
securities.
INVESTMENT CHANGES
 
 
TOP TEN STOCKS AS OF DECEMBER 31, 1993 
                               % OF FUND'S    % OF FUND'S       
                               INVESTMENTS    INVESTMENTS       
                                              IN THESE STOCKS   
                                              6 MONTHS AGO      
 
General Electric Co.           2.9            3.1               
 
McDonald's Corp.               2.7            2.4               
 
Coca-Cola Company (The)        2.7            2.6               
 
Disney (Walt) Co.              2.6            2.6               
 
Abbott Laboratories            2.5            2.3               
 
Schering-Plough Corp.          2.5            2.6               
 
American Home Products Corp.   2.5            2.5               
 
Hewlett Packard Co.            2.5            2.6               
 
Johnson & Johnson          2.4            2.3               
 
Gillette Company               2.1            2.0               
 
TOP FIVE INDUSTRIES AS OF DECEMBER 31, 1993 
                      % OF FUND'S    % OF FUND'S           
                      INVESTMENTS    INVESTMENTS           
                                     IN THESE INDUSTRIES   
                                     6 MONTHS AGO          
 
Health                16.6           17.6                  
 
Nondurables           16.4           16.8                  
 
Media & Leisure   13.9           12.5                  
 
Energy                9.2            9.7                   
 
Utilities             7.5            7.9                   
 
ASSET ALLOCATION
AS OF DECEMBER 31, 1993 AS OF JUNE 30, 1993 
Row: 1, Col: 1, Value: 4.7
Row: 1, Col: 2, Value: 95.3
Row: 1, Col: 1, Value: 2.9
Row: 1, Col: 2, Value: 97.09999999999999
Stocks 95.3%
Short-term
investments 4.7%
Stocks 97.1%
Short-term
investments 2.9%
INVESTMENTS DECEMBER 31, 1993
 
Showing Percentage of Total Value of Investments
 
 
COMMON STOCKS - 95.3%
 SHARES VALUE (NOTE 1)
  
AEROSPACE & DEFENSE - 1.4%
DEFENSE ELECTRONICS - 1.4%
Raytheon Co.   40,000 $ 2,640,000  75511110
BASIC INDUSTRIES - 2.9%
CHEMICALS & PLASTICS - 2.6%
Air Products & Chemicals, Inc.   47,634  2,107,800  00915810
Cabot Corp.   25,000  1,346,875  12705510
Minnesota Mining & Manufacturing Co.   15,000  1,631,250  60405910
  5,085,925
METALS & MINING - 0.3%
Aluminum Co. of America  8,382  581,501  02224910
TOTAL BASIC INDUSTRIES   5,667,426
CONGLOMERATES - 0.6%
United Technologies Corp.   17,776  1,102,112  91301710
DURABLES - 2.6%
AUTOS, TIRES, & ACCESSORIES - 2.1%
Dana Corp.   40,335  2,415,058  23581110
General Motors Corp.   30,000  1,646,250  37044210
  4,061,308
CONSUMER ELECTRONICS - 0.5%
Stanley Works  21,074  937,793  85461610
TOTAL DURABLES   4,999,101
ENERGY - 9.2%
ENERGY SERVICES - 2.1%
Dresser Industries, Inc.   40,000  830,000  26159710
Halliburton Co.   50,700  1,616,063  40621610
Schlumberger Ltd.   26,919  1,591,586  80685710
  4,037,649
OIL & GAS - 7.1%
Amoco Corp.   40,000  2,115,000  03190510
Cabot Oil & Gas Corp. Class A  643  13,583  12709710
Chevron Corp.   30,000  2,613,750  16675110
Exxon Corp.   50,000  3,150,000  30229010
Kerr-McGee Corp.   13,600  613,700  49238610
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Mobil Corp.   40,000 $ 3,160,000  60705910
Royal Dutch Petroleum Co.   15,000  1,565,625  78025770
Texaco, Inc.   6,391  413,018  88169410
  13,644,676
TOTAL ENERGY   17,682,325
FINANCE - 5.2%
BANKS - 1.4%
Bankers Trust New York Corp.   20,000  1,582,500  06636510
CoreStates Financial Corp.   43,800  1,144,275  21869510
  2,726,775
CREDIT & OTHER FINANCE - 1.5%
American Express Co.   94,788  2,926,580  02581610
INSURANCE - 2.3%
General Re Corp.   23,360  2,499,520  37056310
Torchmark Corp.   41,616  1,872,720  89102710
  4,372,240
TOTAL FINANCE   10,025,595
HEALTH - 16.6%
DRUGS & PHARMACEUTICALS - 10.9%
American Cyanamid Co.   31,500  1,582,875  02532110
American Home Products Corp.   73,767  4,776,413  02660910
Bristol-Myers Squibb Co.   60,584  3,521,445  11012210
Lilly (Eli) & Co.   26,252  1,558,713  53245710
Merck & Co., Inc.   33,619  1,155,653  58933110
Pfizer, Inc.   50,000  3,450,000  71708110
Schering-Plough Corp.   70,020  4,796,370  80660510
  20,841,469
MEDICAL EQUIPMENT & SUPPLIES - 5.7%
Abbott Laboratories  165,916  4,894,522  00282410
Becton, Dickinson & Co.   40,000  1,435,000  07588710
Johnson & Johnson  103,670  4,639,233  47816010
  10,968,755
TOTAL HEALTH   31,810,224
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  
INDUSTRIAL MACHINERY & EQUIPMENT - 5.8%
ELECTRICAL EQUIPMENT - 3.6%
General Electric Co.   53,597 $ 5,620,985  36960410
General Signal Corp.   40,000  1,375,000  37083810
  6,995,985
INDUSTRIAL MACHINERY & EQUIPMENT - 1.5%
Indresco, Inc. (a)   2,355  36,503  45590510
Parker-Hannifin Corp.   75,937  2,866,622  70109410
  2,903,125
POLLUTION CONTROL - 0.7%
WMX Technologies, Inc.   50,000  1,318,750  92929Q10
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   11,217,860
MEDIA & LEISURE - 13.9%
BROADCASTING - 0.6%
Capital Cities/ABC, Inc.   2,000  1,239,000  13985910
ENTERTAINMENT - 4.0%
Disney (Walt) Co.   115,454  4,921,227  25468710
GC Cos., Inc. (a)   4,000  138,500  36155Q10
Paramount Communications, Inc.   34,029  2,632,994  69921610
  7,692,721
PUBLISHING - 6.6%
Gannett Co., Inc.   55,214  3,161,002  36473010
Harcourt General, Inc.   40,000  1,450,000  41163G10
Knight-Ridder, Inc.   32,200  1,923,950  49904010
McGraw-Hill, Inc.   34,756  2,350,375  58064510
Media General, Inc. Class A  34,382  1,009,971  58440410
Times Mirror Co., Series A  82,781  2,762,816  88736010
  12,658,114
RESTAURANTS - 2.7%
McDonald's Corp.   90,000  5,130,000  58013510
TOTAL MEDIA & LEISURE   26,719,835
NONDURABLES - 16.4%
BEVERAGES - 4.4%
Anheuser-Busch Companies, Inc.   68,317  3,356,073  03522910
Coca-Cola Company (The)  113,461  5,091,562  19121610
  8,447,635
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  
NONDURABLES - CONTINUED
FOODS - 3.9%
General Mills, Inc.   50,000 $ 3,037,500  37033410
Ralston Continental Baking Group  7,059  59,119  75126210
Ralston Purina Co.   35,298  1,403,096  75127730
Sara Lee Corp.   120,000  3,000,000  80311110
  7,499,715
HOUSEHOLD PRODUCTS - 6.8%
Colgate-Palmolive Co.   60,000  3,742,500  19416210
Gillette Company  68,572  4,088,606  37576610
International Flavors & Fragrances, Inc.   15,678  1,783,373  45950610
Procter & Gamble Co.   60,000  3,420,000  74271810
  13,034,479
TOBACCO - 1.3%
Philip Morris Companies, Inc.   44,150  2,461,363  71815410
TOTAL NONDURABLES   31,443,192
RETAIL & WHOLESALE - 4.6%
APPAREL STORES - 0.6%
Edison Brothers Stores, Inc.   40,000  1,190,000  28087510
GENERAL MERCHANDISE STORES - 2.6%
K mart Corp.   80,678  1,714,408  48258410
May Department Stores Co. (The)  82,126  3,233,711  57777810
  4,948,119
GROCERY STORES - 1.4%
Supervalue, Inc.   76,080  2,757,900  86853610
TOTAL RETAIL & WHOLESALE   8,896,019
SERVICES - 1.8%
PRINTING - 1.2%
Harland (John H.) Co.   100,000  2,162,500  41269310
SERVICES - 0.6%
Jostens, Inc.   61,207  1,208,838  48108810
TOTAL SERVICES   3,371,338
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  
TECHNOLOGY - 6.2%
COMPUTERS & OFFICE EQUIPMENT - 2.7%
Hewlett-Packard Co.   59,889 $ 4,731,231  42823610
International Business Machines Corp.   9,097  513,981  45920010
  5,245,212
ELECTRONICS - 2.0%
Motorola, Inc.   41,248  3,810,284  62007610
PHOTOGRAPHIC EQUIPMENT - 1.5%
Eastman Kodak Co.   37,192  2,082,752  27746110
Polaroid Corp.   21,668  731,295  73109510
  2,814,047
TOTAL TECHNOLOGY   11,869,543
TRANSPORTATION - 0.6%
RAILROADS - 0.6%
Union Pacific Corp.   19,090  1,195,511  90781810
UTILITIES - 7.5%
ELECTRIC UTILITY - 5.0%
Central Louisiana Electric Co., Inc.   60,000  1,485,000  15389760
Duke Power Co.   50,000  2,118,750  26439910
Hawaiian Electric Industries, Inc.   40,000  1,435,000  41987010
PacifiCorp.   55,400  1,066,450  69511410
Potomac Electric Power Co.   70,000  1,872,500  73767910
SCECorp.  80,000  1,600,000  78388210
  9,577,700
GAS - 0.4%
Williams Companies, Inc.   30,680  747,825  96945710
TELEPHONE SERVICES - 2.1%
MCI Communications Corp.   80,000  2,260,000  55267310
Sprint Corporation  50,000  1,737,500  85206110
  3,997,500
TOTAL UTILITIES   14,323,025
TOTAL COMMON STOCKS
(Cost $25,220,561)   182,963,106
REPURCHASE AGREEMENTS - 4.7%
 MATURITY VALUE (NOTE 1)
 AMOUNT (000S)
Investments in repurchase agreements 
(U.S. Treasury obligations), in a 
joint trading account at 3.23% 
dated 12/31/93 due 1/3/94   $8,990,807 $ 8,990,000
TOTAL INVESTMENTS - 100%
(Cost $34,210,561)  $ 191,953,106
LEGEND
(a) Non-income producing
INCOME TAX INFORMATION 
At December 31, 1993, the aggregate cost of investment securities for
income tax purposes was $34,210,561. Gross and net unrealized appreciation
amounted to $157,742,545 related to appreciated investment securities.
The fund hereby designates $1,530,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                         <C>          <C>             
 DECEMBER 31, 1993                                                                       
 
ASSETS                                                                                   
 
Investment in securities, at value (including repurchase                 $ 191,953,106   
agreements of $8,990,000) (cost $34,210,561) (Notes                                      
1 and 2) - See accompanying schedule                                                     
 
Cash                                                                      806            
 
Dividends receivable                                                      354,326        
 
 TOTAL ASSETS                                                             192,308,238    
 
LIABILITIES                                                                              
 
Payable for fund shares redeemed                            $ 1,700                      
 
Dividends payable                                            2,835,554                   
 
Accrued management fee                                       85,782                      
 
Other payables and accrued expenses                          27,367                      
 
 TOTAL LIABILITIES                                                        2,950,403      
 
NET ASSETS                                                               $ 189,357,835   
 
Net Assets consist of:                                                                   
 
Paid in capital                                                          $ 31,771,730    
 
Distributions in excess of net investment income                          (258,972)      
 
Accumulated undistributed net realized gain (loss) on                     102,532        
investments                                                                              
 
Net unrealized appreciation (depreciation) on investment                  157,742,545    
securities                                                                               
 
NET ASSETS, for 1,852,887 shares outstanding                             $ 189,357,835   
 
NET ASSET VALUE, offering price and redemption price per                  $102.20        
share ($189,357,835 (divided by) 1,852,887 shares)                                       
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                        <C>           <C>            
 YEAR ENDED DECEMBER 31, 1993                                                           
 
INVESTMENT INCOME                                                        $ 5,082,241    
Dividends                                                                               
 
Interest                                                                  201,522       
 
 TOTAL INCOME                                                             5,283,763     
 
EXPENSES                                                                                
 
Management fee (Note 4)                                    $ 1,015,757                  
 
Transfer agent fees (Note 4)                                10,986                      
 
Accounting fees and expenses (Note 4)                       878                         
 
Non-interested trustees' compensation                       1,150                       
 
Custodian fees and expenses                                 17,440                      
 
Registration fees                                           250                         
 
Audit                                                       26,734                      
 
Legal                                                       1,380                       
 
Miscellaneous                                               2,807                       
 
 TOTAL EXPENSES                                                           1,077,382     
 
NET INVESTMENT INCOME                                                     4,206,381     
 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS                        5,630,947     
(NOTES 1 AND 3)                                                                         
Net realized gain (loss) on investment securities                                       
 
Change in net unrealized appreciation (depreciation) on                   2,103,145     
investment securities                                                                   
 
NET GAIN (LOSS)                                                           7,734,092     
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM                     $ 11,940,473   
OPERATIONS                                                                              
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                           <C>             <C>             
                                                              YEAR ENDED      YEAR ENDED      
                                                              DECEMBER 31,    DECEMBER 31,    
                                                              1993            1992            
 
INCREASE (DECREASE) IN NET ASSETS                                                             
 
Operations                                                    $ 4,206,381     $ 4,133,340     
Net investment income                                                                         
 
 Net realized gain (loss) on investments                       5,630,947       7,019,105      
 
 Change in net unrealized appreciation (depreciation)          2,103,145       (2,532,182)    
on                                                                                            
 investments                                                                                  
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING               11,940,473      8,620,263      
FROM OPERATIONS                                                                               
 
Distributions to shareholders                                  (4,206,381)     (4,230,046)    
From net investment income                                                                    
 
 In excess of net investment income                            (159,460)       -              
 
 From net realized gain                                        (1,424,592)     (1,619,152)    
 
 TOTAL  DISTRIBUTIONS                                          (5,790,433)     (5,849,198)    
 
Share transactions                                                                            
 
 Reinvestment of distributions from:                           878,621         854,791        
 Net investment income                                                                        
 
  Net realized gain                                            437,190         501,873        
 
 Cost of shares redeemed                                       (4,994,161)     (5,117,153)    
 
 Net increase (decrease) in net assets resulting from          (3,678,350)     (3,760,489)    
share transactions                                                                            
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                      2,471,690       (989,424)      
 
NET ASSETS                                                                                    
 
 Beginning of period                                           186,886,145     187,875,569    
 
 End of period (including under (over) distribution of net    $ 189,357,835   $ 186,886,145   
investment income of $(258,972) and $1,308,601,                                               
respectively)                                                                                 
 
OTHER INFORMATION                                                                             
Shares                                                                                        
 
 Issued in reinvestment of distributions from:                 8,743           8,772          
 Net investment income                                                                        
 
  Net realized gain                                            4,319           4,956          
 
 Redeemed                                                      (49,384)        (51,890)       
 
 Net increase (decrease)                                       (36,322)        (38,162)       
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>                            <C>                        <C>         <C>         <C>         <C>         
                               YEARS ENDED DECEMBER 31,                                                   
 
                               1993                       1992        1991        1990        1989        
 
                                                                                                          
 
SELECTED PER-SHARE DATA                                                                                   
 
Net asset value, beginning     $ 98.92                    $ 97.48     $ 75.96     $ 80.22     $ 69.85     
of period                                                                                                 
 
Income from Investment                                                                                    
Operations                                                                                                
 
 Net investment income          2.26                       2.19        2.13        2.16        2.23       
 
 Net realized and               4.14                       2.34        21.49       (2.52)      17.56      
 unrealized gain (loss)                                                                                   
on                                                                                                        
 investments                                                                                              
 
 Total from investment          6.40                       4.53        23.62       (.36)       19.79      
 operations                                                                                               
 
Less Distributions                                                                                        
 
 From net investment            (2.26)                     (2.23)      (2.10)      (2.20)      (2.30)     
 income                                                                                                   
 
 In excess of net               (.09)                      -           -           -           -          
investment                                                                                                
 income                                                                                                   
 
 From net realized gain         (.77)                      (.86)       -           (1.70)      (7.12)     
 
 Total distributions            (3.12)                     (3.09)      (2.10)      (3.90)      (9.42)     
 
Net asset value, end of        $ 102.20                   $ 98.92     $ 97.48     $ 75.96     $ 80.22     
period                                                                                                    
 
TOTAL RETURN                    6.54%                      4.68%       31.42%      (.49)%      29.54%     
 
RATIOS AND SUPPLEMENTAL DATA                                                                              
 
Net assets, end of period      $ 189,358                  $ 186,886   $ 187,876   $ 150,050   $ 163,312   
(000 omitted)                                                                                             
 
Ratio of expenses to            .57%                       .58%        .58%        .56%        .58%       
average net assets                                                                                        
 
Ratio of net investment         2.24%                      2.23%       2.42%       2.72%       2.78%      
income to average net                                                                                     
assets                                                                                                    
 
Portfolio turnover rate         0%                         0%          0%          0%          6%         
 
</TABLE>
 
NOTES TO FINANCIAL STATEMENTS
For the period ended December 31, 1993
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Exchange Fund (the fund) is registered under the Investment
Company Act of 1940, as amended (the 1940 Act), as an open-end management
investment company organized as a Massachusetts business trust and is
authorized to issue 10 million shares. The following summarizes the
significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities for which exchange quotations are not readily
available (and in certain cases debt securities which trade on an
exchange), are valued primarily using dealer-supplied valuations or at
their fair value as determined in good faith under consistently applied
procedures under the general supervision of the Board of Trustees.
Short-term securities maturing within sixty days are valued at amortized
cost or original cost plus accrued interest, both of which approximate
current value.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes all of its taxable income for its fiscal
year. The schedule of investments includes information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income is accrued as earned. Dividend and
interest income is recorded net of foreign taxes where recovery of such
taxes is not assured.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. These differences are primarily due to differing treatments for
redemptions in kind and  will result in reclassifications to paid in
capital.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
CHANGE IN ACCOUNTING FOR 
DISTRIBUTIONS TO SHAREHOLDERS. Effective January 1, 1993, the fund adopted
Statement of Position 93-2: Determination, Disclosure, and Financial
Statement Presentation of Income, Capital Gain, and Return of Capital
Distributions by Investment Companies. As a result, the fund changed the
classification of distributions to shareholders to better disclose the
differences between financial statement amounts and distributions
determined in accordance with income tax regulations. Accordingly, amounts
as of December 31, 1992 have been 
1. SIGNIFICANT ACCOUNTING 
POLICIES - CONTINUED
CHANGE IN ACCOUNTING FOR DISTRIBUTIONS TO SHAREHOLDERS - CONTINUED
restated to reflect an increase in paid in capital of $28,398,108, a
decrease in undistributed net investment income of $1,408,113 and a
decrease in accumulated net realized gain on investments of $26,989,995.
2. OPERATING POLICIES.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The fund's investment
adviser, Fidelity Management & Research Company (FMR), is responsible
for determining that the value of these underlying securities remains at
least equal to the resale price.
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, along with other registered
investment companies having management contracts with FMR, may transfer
uninvested cash balances into a joint trading account. These balances are
invested in one or more repurchase agreements that are collateralized by
U.S. Treasury or Federal Agency obligations.
3. PURCHASES AND SALES OF INVESTMENTS. 
Sales of securitites, other than short-term securities, agreggrated
$6,242,517, which represents the current value of securities delivered in
redemption of fund shares.  There were no purchases of securities during
the period.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a fee at a
rate of 1/20 of 1% per month (which is equivalent to an annual rate of 6/10
of 1%) of the fund's average net assets determined as of the close of
business on each business day throughout the month. In addition, under the
Management Contract, FMR provides portfolio accounting and bookkeeping
services to the fund and determines the net asset value per share of the
fund. The management fee is subject to a reduction to the extent that the
monthly average net assets of all mutual funds advised by FMR exceed $4
billion in any month. The management fee payable by the fund on its portion
of the excess is reduced by 10%. For the period, the management fee was
reduced by $110,387. For the period, the management fee was equivalent to
an annual rate of .54% of average net assets after the fee reduction.
TRANSFER AGENT FEE. Fidelity Service Co. (FSC), an affiliate of FMR, is the
fund's transfer, dividend disbursing and shareholder servicing agent. FSC
receives fees based on the type, size, number of accounts and the number of
transactions made by shareholders. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements.
REPORT OF INDEPENDENT ACCOUNTANTS
 
 
To the Trustees and the Shareholders of Fidelity Exchange Fund:
We have audited the accompanying statement of assets and liabilities of
Fidelity Exchange Fund, including the schedule of portfolio investments, as
of December 31,1993, and the related statement of operations for the year
then ended, the statement of changes in net assets for each of the two
years in the period then ended and the financial highlights for each of the
five years in the period then ended. These financial statements and
financial highlights are the responsibility of the fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our procedures included confirmation of
securities owned as of December 31, 1993, by correspondence with the
custodian and brokers. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement 
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position
of Fidelity Exchange Fund as of December 31, 1993, the results of its
operations for the year then ended, the changes in its net assets for each
of the two years in the period then ended, and the financial highlights for
each of the five years in the period then ended, in conformity with
generally accepted accounting principles.
COOPERS & LYBRAND
Boston, Massachusetts
February 4, 1994
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER 
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN).  The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call --
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
 For quotes on funds you own.
1.
 For an individual fund quote.
2.
 For the ten most frequently 
requested Fidelity fund quotes.
3.
 For quotes on Fidelity Select 
Portfolios.(Registered trademark)
4.
 To change your Personal 
Identification Number (PIN).
5.
 To speak with a Fidelity 
representative. 
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
 For balances on funds you own.
1.
 For your most recent fund activity
(purchases, redemptions, and 
dividends).
2.
 To change your Personal 
Identification Number (PIN).
3.
 To speak with a Fidelity 
representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL 
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT 
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT 
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN 
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL 
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS 
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES. FOR MORE
INFORMATION ON ANY 
FIDELITY FUND INCLUDING MANAGEMENT FEES AND CHARGES, CALL 1-800-544-8888
FOR A FREE 
PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
TO WRITE FIDELITY
 
 
Please locate the address that is closest to you. We'll give your
correspondence immediate attention and send you written confirmation upon
completion of your request. Please send ALL correspondence about retirement
accounts to Dallas. 
(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 2269
Boston, MA 02107-2269
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30280
Salt Lake City, UT 84130-0280
(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
Additional Payments
P.O. Box 2656
Boston, MA 02293-0656
Fidelity Investments
Additional Payments
P.O. Box 620024
Dallas, TX 75262-0024
Fidelity Investments
Additional Payments
P.O. Box 31455
Salt Lake City, UT 84131-0455
OVERNIGHT EXPRESS
Fidelity Investments
Additional Payments
World Trade Center
164 Northern Avenue
Boston, MA 02210
SELLING SHARES
Fidelity Investments
P.O. Box 193
Boston, MA 02103-0878
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
Fidelity Investments
P.O. Box 30281
Salt Lake City, UT 84130-0281
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions
World Trade Center
164 Northern Avenue
Boston, MA 02210
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 193
Boston, MA 02101-0193
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 620024
Dallas, TX 75262-0024
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
Gary L. French, Treasurer
John H. Costello, Assistant Treasurer
Arthur S. Loring, Secretary
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox *
Phyllis Burke Davis *
Richard J. Flynn *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Edward H. Malone *
Marvin L. Mann *
Gerald C. McDonough *
Thomas R. Williams *
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Exchange Fund
Growth Company Fund
Low-Priced Stock Fund
Magellan(Registered trademark) Fund
New Millennium(Registered trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances  1-800-544-7544
Exchanges/Redemptions  1-800-544-7777
Mutual Fund Quotes   1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774 
 (8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
 for the deaf and hearing impaired
 (9 a.m. - 9 p.m. Eastern time)
 
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE

 
 
 
 Exhibit 11
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in Post Effective
Amendment No. 15 to the Registration Statement No. 2-55225 on Form N-1A of
Fidelity Exchange Fund of our report dated February 4, 1994, which appears
in the Annual Report to Shareholders relating to the financial statements
and financial highlights of Fidelity Exchange Fund which is incorporated by
reference in said Post-Effective Amendment.
We further consent to the references to our Firm under the caption
"Auditor" in Part B of this Post-Effective Amendment.
COOPERS & LYBRAND
Boston, Massachusetts
March 21, 1994
TO BE USED WHEN ANNUAL REPORT IS INCORPORATED BY REFERENCE INTO THE
STATEMENT OF ADDITIONAL INFORMATION.
 
 
 Exhibit 11
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference into the Statement of
Additional Information in Post Effective Amendment No [  ] to the
Registration Statement on Form N-1A (the "Registration Statement") of
[TRUST NAME]:  [FUND NAME] of our report dated [OK TO PRINT DATE OF ANNUAL
REPORT], relating to the financial statements and financial highlights
which is incorporated by reference in said Statement of Additional
Information.
We further consent to the references to our Firm in the Prospectus and
Statement of Additional Information under the headings "Financial
Highlights" and "Auditor".
COOPERS & LYBRAND
Boston, Massachusetts
[DATE OF 485B FILING]
 



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