FIDELITY CONCORD STREET TRUST
497, 1999-10-01
Previous: HAROLDS STORES INC, 8-K, 1999-10-01
Next: FIDELITY CONCORD STREET TRUST, 497, 1999-10-01




SUPPLEMENT TO THE
SPARTAN(registered trademark) TOTAL MARKET INDEX FUND,
SPARTAN(registered trademark) EXTENDED MARKET INDEX FUND, AND
SPARTAN(registered trademark) INTERNATIONAL INDEX FUND APRIL 21, 1999
PROSPECTUS

Shares of each fund purchased after April 28, 1999 will no longer be
subject to a purchase fee. However, each fund will deduct a short-term
trading fee of 0.50% for Spartan Total Market Index Fund, 0.75% for
Spartan Extended Market Index Fund or 1.00% for Spartan International
Index Fund, from the redemption amount if you sell shares purchased
after April 28, 1999 after holding them for less than 90 days.

Effective April 29, 1999, the following information replaces similar
information found in "Performance" beginning on page 5.

PERFORMANCE

The following information illustrates the funds' performance over the
past year and compares the funds' performance to the performance of a
market index and an average of the performance of similar funds over
various periods of time. Returns are based on past results and are not
an indication of future performance.

<TABLE>
<CAPTION>
<S>                              <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>
YEAR-BY-YEAR RETURNS

SPARTAN TOTAL MARKET INDEX FUND

Calendar Year                                                        1998

                                                                     24.03%

</TABLE>


Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: nil
Row: 9, Col: 1, Value: nil
Row: 10, Col: 1, Value: 24.03

DURING THE PERIOD SHOWN IN THE CHART FOR SPARTAN TOTAL MARKET INDEX
FUND, THE HIGHEST RETURN FOR A QUARTER WAS 22.03% (QUARTER ENDING
DECEMBER 31, 1998) AND THE LOWEST RETURN FOR A QUARTER WAS -12.01%
(QUARTER ENDING SEPTEMBER 30, 1998).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR SPARTAN TOTAL MARKET
INDEX FUND WAS 3.92%.

<TABLE>
<CAPTION>
<S>                            <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>
SPARTAN EXTENDED MARKET INDEX
FUND

Calendar Year                                                      1998

                                                                   9.31%

</TABLE>


Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: nil
Row: 9, Col: 1, Value: nil
Row: 10, Col: 1, Value: 9.310000000000001

DURING THE PERIOD SHOWN IN THE CHART FOR SPARTAN EXTENDED MARKET INDEX
FUND, THE HIGHEST RETURN FOR A QUARTER WAS 22.69% (QUARTER ENDING
DECEMBER 31, 1998) AND THE LOWEST RETURN FOR A QUARTER WAS -18.48%
(QUARTER ENDING SEPTEMBER 30, 1998).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR SPARTAN EXTENDED
MARKET INDEX FUND WAS -0.37%.

<TABLE>
<CAPTION>
<S>                          <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>  <C>
SPARTAN INTERNATIONAL INDEX
FUND

Calendar Year                                                    1998

                                                                 21.16%

</TABLE>


Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: nil
Row: 8, Col: 1, Value: nil
Row: 9, Col: 1, Value: nil
Row: 10, Col: 1, Value: 21.16

DURING THE PERIOD SHOWN IN THE CHART FOR SPARTAN INTERNATIONAL INDEX
FUND, THE HIGHEST RETURN FOR A QUARTER WAS 21.51% (QUARTER ENDING
DECEMBER 31, 1998) AND THE LOWEST RETURN FOR A QUARTER WAS -14.38%
(QUARTER ENDING SEPTEMBER 30, 1998).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 1999 FOR SPARTAN INTERNATIONAL
INDEX FUND WAS 1.63%.

Effective April 29, 1999, the following information replaces similar
information found in "Performance" beginning on page 5.

AVERAGE ANNUAL RETURNS

For the period ended             Life of fund A,B
December 31, 1998

Spartan Total Market Index Fund  24.03%

Wilshire 5000 Index              23.43%

Lipper Growth & Income Funds     15.61%
Average

Spartan Extended Market Index    9.31%
Fund

Wilshire 4500 Index              8.63%

Lipper Growth & Income Funds     15.61%
Average

Spartan International Index      21.16%
Fund

Morgan Stanley Cap. Intl.        20.27%
Europe, Australasia, Far
East Index

Lipper International Funds       13.02%
Average

A BEGINNING JANUARY 1 OF THE FIRST CALENDAR YEAR FOLLOWING THE FUND'S
COMMENCEMENT OF OPERATIONS.

B FROM JANUARY 1, 1998.

   The following information replaces similar information found in
"Fee Table" beginning on page 7.

   The following table describes the fees and expenses that are
incurred when you buy, hold, or sell shares of a fund. The annual fund
operating expenses provided below for each fund are based on
historical expenses, adjusted to reflect current fees, but do not
reflect the effect of any expense reimbursements.

Effective April 29, 1999, the following information replaces similar
information found in "Fee Table" beginning on page 7.

SHAREHOLDER FEES (PAID BY THE INVESTOR DIRECTLY)

Sales charge (load) on         None
purchases and reinvested
distributions

Deferred sales charge (load)   None
on redemptions

Redemption fee on shares held
less than 90 days (as a % of
amount redeemed)

Spartan Total Market Index     0.50%

Spartan Extended Market Index  0.75%

Spartan International Index    1.00%

Annual index account fee (for  $10.00
accounts under $10,000)

   The following information replaces the "Annual fund operating
expenses" table and footnotes A - D found in "Fee Table" beginning on
page 7.

   ANNUAL FUND OPERATING EXPENSES     (PAID FROM FUND ASSETS)

SPARTAN TOTAL MARKET INDEX FUND  Management fee                0.24%

                                 Distribution and Service     None
                                 (12b-1) fee

                                 Other expenses                0.41%

                                 Total annual fund operating   0.65%
                                 expensesA

SPARTAN EXTENDED MARKET INDEX    Management fee                0.24%
FUND

                                 Distribution and Service     None
                                 (12b-1) fee

                                 Other expenses                0.51%

                                 Total annual fund operating   0.75%
                                 expensesA

SPARTAN INTERNATIONAL INDEX      Management fee                0.34%
FUND

                                 Distribution and Service     None
                                 (12b-1) fee

                                 Other expenses                0.63%

                                 Total annual fund operating   0.97%
                                 expensesA

   A EFFECTIVE NOVEMBER 5, 1997, FMR HAS VOLUNTARILY AGREED TO
REIMBURSE SPARTAN TOTAL MARKET INDEX FUND, SPARTAN EXTENDED MARKET
INDEX FUND, AND SPARTAN INTERNATIONAL INDEX FUND TO THE EXTENT THAT
TOTAL OPERATING EXPENSES (EXCLUDING INTEREST, TAXES, SECURITIES
LENDING COSTS, BROKERAGE COMMISSIONS AND OTHER TRANSACTION COSTS, OR
EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF ITS AVERAGE NET ASSETS,
EXCEED 0.25%, 0.25%, AND 0.35%, RESPECTIVELY. THIS ARRANGEMENT CAN BE
DISCONTINUED BY FMR AT ANY TIME AFTER DECEMBER 31, 1999.

   The following information replaces similar information     found in
"Fee Table" beginning on page 7.

This EXAMPLE helps you compare the cost of investing in the funds with
the cost of investing in other mutual funds.

Let's say, hypothetically, that each fund's annual return is 5% and
that your shareholder fees and each fund's annual operating expenses
are exactly as described in the fee table. This example illustrates
the effect of fees and expenses, but is not meant to suggest actual or
expected fees and expenses or returns, all of which may vary. For
every $10,000 you invested, here's how much you would pay in total
expenses if you close your account after the number of years
indicated:

SPARTAN TOTAL MARKET INDEX FUND  1 year    $ 66

                                 3 years   $ 208

                                 5 years   $ 362

                                 10 years  $ 810

SPARTAN EXTENDED MARKET INDEX    1 year    $ 77
FUND

                                 3 years   $ 240

                                 5 years   $ 417

                                 10 years  $ 930

SPARTAN INTERNATIONAL INDEX      1 year    $ 99
FUND

                                 3 years   $ 309

                                 5 years   $ 536

                                 10 years  $ 1,190

The following information replaces the first paragraph under the
heading "Principal Investment Strategies" for Spartan International
Index Fund on page 10.

BT normally invests at least 80% of the fund's assets in common stocks
included in the MSCI EAFE Index. The MSCI EAFE Index is a
capitalization-weighted index that currently includes stocks of
companies located in 15 European countries (Austria, Belgium,
Denmark, Finland, France, Germany, Ireland, Italy, the Netherlands,
Norway, Portugal, Spain, Sweden, Switzerland, and the United Kingdom),
Australia, New Zealand, Hong Kong, Japan, and Singapore. The MSCI EAFE
Index broadly represents the performance of foreign stock markets.

Effective April 29, 1999, the following information replaces the first
four paragraphs under the heading "Buying Shares" in "Buying and
Selling Shares" beginning on page 13.

BUYING SHARES

The price to buy one share of each fund is the fund's NAV. Each fund's
shares are sold without a sales charge.

Your shares will be bought at the next NAV calculated after your
investment is received in proper form.

Effective April 29, 1999, the following information replaces the first
two paragraphs under the heading "Selling Shares" in "Buying and
Selling Shares" beginning on page 13.

SELLING SHARES

The price to sell one share of each fund is the fund's NAV, minus the
redemption fee (short-term trading fee), if applicable.

Each fund will deduct a short-term trading fee of 0.50% for Spartan
Total Market Index Fund, 0.75% for Spartan Extended Market Index Fund,
or 1.00% for Spartan International Index Fund, from the redemption
amount if you sell shares after holding them less than 90 days. This
fee is paid to the fund rather than Fidelity, and is designed to
offset the brokerage commissions, market impact, and other costs
associated with fluctuations in fund asset levels and cash flow caused
by short-term shareholder trading.

If you bought shares on different days, the shares you held longest
will be redeemed first for purposes of determining whether the
short-term trading fee applies. The short-term trading fee does not
apply to shares that were acquired through reinvestment of
distributions.

Your shares will be sold at the next NAV calculated after your order
is received in proper form, minus the short-term trading fee, if
applicable.

Effective June 26, 1999, the following information supplements
information found under the heading "Selling Shares" in "Buying and
Selling Shares" beginning on page 13.

Spartan Extended Market Index Fund and Spartan International Index
Fund will not deduct a short-term trading fee from redemptions by
Fidelity Four-in-One Index Fund accounts. However, Fidelity
Four-in-One Index Fund will deduct a short-term trading fee from
redemptions and will pay the fee to each of its underlying funds with
a short-term trading fee, including Spartan Extended Market Index Fund
and Spartan International Index Fund, based on the level of the
underlying fund's short-term trading fee and the percentage of
Fidelity Four-in-One Index's assets allocated to that fund.

Effective April 29, 1999, the following information replaces the last
paragraph in "Exchanging Shares" beginning on page 19.

Other funds may have different exchange restrictions, and may impose
trading fees of up to 3.00% of the amount exchanged. Check each fund's
prospectus for details.

Effective April 29, 1999, the following information replaces the
penultimate paragraph under the heading "Policies" in "Account
Features and Policies" beginning on page 19.

If your ACCOUNT BALANCE falls below $10,000 (except accounts not
subject to account minimums), you will be given 30 days' notice to
reestablish the minimum balance. If you do not increase your balance,
Fidelity may close your account and send the proceeds to you. Your
shares will be sold at the NAV, minus the short-term trading fee, if
applicable, on the day your account is closed.

   The following information replaces the fifth paragraph found under
the heading "Fund Management" in the "Fund Services" section on page
25.

   Bankers Trust Company (BT) serves as sub-adviser and custodian for
each fund. BT chooses each fund's investments and places orders to buy
and sell each fund's investments.

The following information replaces the eighth paragraph found under
the heading "Fund Management" in the "Fund Services" section on page
25.

Effective June 4, 1999, Bankers Trust Corporation and all of its
subsidiaries, including BT, merged with and into a subsidiary of
Deutsche Bank AG. At a meeting held on March 18, 1999, each fund's
Board of Trustees approved a new sub-advisory agreement among each
fund, FMR and BT or its successor by merger that became effective
J   une 4, 1999. At a meeting held on September 15, 1999, shareholders
approved this agreement.

   The following information replaces the third and fourth full
paragraphs found under the heading "Fund Management" in the "Fund
Services" section on page 26.

   Each fund pays a management fee to FMR. The management fee is
calculated and paid to FMR every month. Spartan Total Market Index's,
Spartan Extended Market Index's, and Spartan International Index's
annual management fee rate is 0.24%, 0.24%, and 0.34%, respectively,
of its average net assets.

   FMR pays BT for providing investment management and custodial
services.

   Prior to October 1, 1999, Spartan Total Market Index, Spartan
Extended Market Index, and Spartan International Index each paid a
management fee at an annual rate of 0.24%, 0.24%, and 0.34%,
respectively, of its average net assets to FMR and a sub-advisory fee
(representing 40% of net income from securities lending) to BT. The
total management and sub-advisory fees for Spartan Total Market Index,
Spartan Extended Market Index, and Spartan International Index for the
fiscal year ended February 28, 1999, were 0.26%, 0.30%, and 0.35%,
respectively.



SUPPLEMENT TO THE
SPARTAN(registered trademark) TOTAL MARKET INDEX FUND,
SPARTAN EXTENDED(registered trademark) MARKET INDEX FUND, AND
SPARTAN(registered trademark) INTERNATIONAL INDEX FUND
FUNDS OF FIDELITY CONCORD STREET TRUST
APRIL 21, 1999
STATEMENT OF ADDITIONAL INFORMATION

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND UNDER THE
HEADING "INVESTMENT LIMITATIONS OF SPARTAN TOTAL MARKET INDEX FUND"
   IN THE "INVESTMENT POLICIES AND LIMITATIONS" SECTION     BEGINNING
ON PAGE 2.

(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)).

(v) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 15% of
the fund's net assets) to a registered investment company or portfolio
for which FMR or an affiliate serves as investment adviser or (b)
acquiring loans, loan participations, or other forms of direct debt
instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND UNDER THE
HEADING "INVESTMENT LIMITATIONS OF SPARTAN EXTENDED MARKET INDEX FUND"
   IN THE "INVESTMENT POLICIES AND LIMITATIONS" SECTION     BEGINNING
ON PAGE 3.

(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)).

(v) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 15% of
the fund's net assets) to a registered investment company or portfolio
for which FMR or an affiliate serves as investment adviser or (b)
acquiring loans, loan participations, or other forms of direct debt
instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND UNDER THE
HEADING "INVESTMENT LIMITATIONS OF SPARTAN INTERNATIONAL INDEX FUND"
   IN THE "INVESTMENT POLICIES AND LIMITATIONS" SECTION     BEGINNING
ON PAGE 4.

(iii) The fund may borrow money only (a) from a bank or from a
registered investment company or portfolio for which FMR or an
affiliate serves as investment adviser or (b) by engaging in reverse
repurchase agreements with any party (reverse repurchase agreements
are treated as borrowings for purposes of fundamental investment
limitation (3)).

(v) The fund does not currently intend to lend assets other than
securities to other parties, except by (a) lending money (up to 15% of
the fund's net assets) to a registered investment company or portfolio
for which FMR or an affiliate serves as investment adviser or (b)
acquiring loans, loan participations, or other forms of direct debt
instruments and, in connection therewith, assuming any associated
unfunded commitments of the sellers. (This limitation does not apply
to purchases of debt securities or to repurchase agreements.)

THE FOLLOWING INFORMATION REPLACES THE NINTH PARAGRAPH FOUND IN
   THE     "PORTFOLIO TRANSACTIONS"    SECTION     BEGINNING ON PAGE
28.

To the extent permitted by applicable law, BT is authorized to
allocate portfolio transactions in a manner that takes into account
assistance received in the distribution of shares of the funds or
other Fidelity funds and to use the research services of brokerage and
other firms that have provided such assistance. BT may use research
services provided by and place agency transactions with National
Financial Services Corporation (NFSC) and Fidelity Brokerage Services
Japan LLC (FBSJ), indirect subsidiaries of FMR Corp., and BT Brokerage
Corporation and BT Futures Corp., indirect subsidiaries of Deutsche
Bank AG, if the commissions are fair, reasonable, and comparable to
commissions charged by non-affiliated, qualified brokerage firms for
similar services. Prior to December 9, 1997, FMR used research
services provided by and placed agency transactions with Fidelity
Brokerage Services (FBS), an indirect subsidiary of FMR Corp.

SHARES OF EACH FUND PURCHASED AFTER APRIL 28, 1999 WILL NO LONGER BE
SUBJECT TO A PURCHASE FEE. HOWEVER, EACH FUND WILL DEDUCT A SHORT-TERM
TRADING FEE OF 0.50% FOR SPARTAN TOTAL MARKET INDEX FUND, 0.75% FOR
SPARTAN EXTENDED MARKET INDEX FUND, OR 1.00% FOR SPARTAN INTERNATIONAL
INDEX FUND, FROM THE REDEMPTION AMOUNT IF YOU SELL SHARES PURCHASED
AFTER APRIL 28, 1999 AFTER HOLDING THEM FOR LESS THAN 90 DAYS.

EFFECTIVE APRIL 29, 1999, THE FOLLOWING INFORMATION REPLACES THE THIRD
PARAGRAPH FOUND IN    THE     "PERFORMANCE"    SECTION     ON PAGE 31.

In addition to average annual returns, a fund may quote unaveraged or
cumulative returns reflecting the simple changes in value of an
investment over a stated period. Average annual and cumulative returns
may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, or a
series of redemptions, over any time period. Returns may be broken
down into their components of income and capital (including capital
gains and changes in share price) in order to illustrate the
relationship of these factors and their contributions to return.
Returns may be quoted on a before-tax or after-tax basis. Returns may
or may not include the effect of a fund's short-term trading fee or
index account fee. Excluding a fund's short-term trading fee or index
account fee from a return calculation produces a higher return figure.
Returns and other performance information may be quoted numerically or
in a table, graph, or similar information.

EFFECTIVE APRIL 29, 1999, THE FOLLOWING INFORMATION REPLACES SIMILAR
INFORMATION FOUND IN    THE     "PERFORMANCE"    SECTION     ON PAGE
32.

CALCULATING HISTORICAL FUND RESULTS. The following table shows
performance for each fund. For Spartan Total Market Index Fund,
Spartan Extended Market Index Fund, and Spartan International Index
Fund, returns do not include the effect of each fund's 0.50%, 0.75% or
1.00%, respectively, short-term trading fee, applicable to shares held
less than 90 days.

HISTORICAL FUND RESULTS. The following table shows each fund's
performance for the fiscal periods ended 1999.

<TABLE>
<CAPTION>
<S>                              <C>                     <C>            <C>                 <C>
                                 Average Annual Returns                 Cumulative Returns

                                 One Year                Life of Fund*  One Year            Life of Fund*

Spartan Total Market Index Fund   14.61%                  20.48%         14.61%              27.77%

Spartan Extended Market Index     -1.33%                  4.50%          -1.33%              5.96%
Fund

Spartan International Index       6.58%                   13.50%         6.58%               18.12%
Fund

</TABLE>

* From November 5, 1997 (commencement of operations).
EFFECTIVE APRIL 29, 1999, THE FOLLOWING INFORMATION REPLACES SIMILAR
INFORMATION FOUND IN    THE     "PERFORMANCE"    SECTION     BEGINNING
ON PAGE 31.

The following tables show the growth in value of a hypothetical
$10,000 investment in each fund during the life of each fund, assuming
all distributions were reinvested. Returns are based on past results
and are not an indication of future performance. Tax consequences of
different investments (with the exception of foreign tax withholdings)
have not been factored into the figures below.

During the period from November 5, 1997 (commencement of operations)
to February 28, 1999, a hypothetical $10,000 investment in Spartan
Total Market Index Fund would have grown to $12,777.

<TABLE>
<CAPTION>
<S>                       <C>                       <C>                           <C>                          <C>
SPARTAN TOTAL MARKET INDEX FUND

Fiscal Year Ended         Value of Initial $10,000  Value of Reinvested Dividend  Value of Reinvested Capital  Total Value
                          Investment                Distributions                 Gain Distributions

1999                      $ 12,520                  $ 138                         $ 119                        $ 12,777

1998*                     $ 11,112                  $ 36                          $ 0                          $ 11,148

</TABLE>


<TABLE>
<CAPTION>
<S>                              <C>       <C>       <C>
SPARTAN TOTAL MARKET INDEX FUND  INDEXES

Fiscal Year Ended                S&P 500   DJIA      Cost of Living**


1999                             $ 13,397  $ 12,368  $ 10,179

1998*                            $ 11,189  $ 11,168  $ 10,019

</TABLE>

* From November 5, 1997 (commencement of operations).

** From month-end closest to initial investment date.

Explanatory Notes: With an initial investment of $10,000 in Spartan
Total Market Index on November 5, 1997, the net amount invested in
fund shares was $10,000. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $10,238. If distributions had
not been reinvested, the amount of distributions earned from the fund
over time would have been smaller, and cash payments for the period
would have amounted to $124 for dividends and $112 for capital gain
distributions. The fund did not distribute any capital gains during
the period. The figures in the table do not include the effect of the
fund's 0.50% purchase fee (which was in effect during the period
November 5, 1997 through April 28, 1999) or its 0.50% short-term
trading fee applicable to shares purchased after April 28, 1999 and
held less than 90 days.

During the period from November 5, 1997 (commencement of operations)
to February 28, 1999, a hypothetical $10,000 investment in Spartan
Extended Market Index Fund would have grown to $10,596.

<TABLE>
<CAPTION>
<S>                     <C>                       <C>                           <C>                          <C>
SPARTAN EXTENDED MARKET INDEX
FUND

Fiscal Year Ended       Value of Initial $10,000  Value of Reinvested Dividend  Value of Reinvested Capital  Total Value
                        Investment                Distributions                 Gain Distributions

1999                    $ 10,268                  $ 119                         $ 209                        $ 10,596

1998*                   $ 10,708                  $ 30                          $ 0                          $ 10,738

</TABLE>


<TABLE>
<CAPTION>
<S>                            <C>       <C>       <C>
SPARTAN EXTENDED MARKET INDEX  INDEXES
FUND

Fiscal Year Ended              S&P 500   DJIA      Cost of Living**


1999                           $ 13,397  $ 12,368  $ 10,179

1998*                          $ 11,189  $ 11,168  $ 10,019

</TABLE>

* From November 5, 1997 (commencement of operations).

** From month-end closest to initial investment date.

Explanatory Notes: With an initial investment of $10,000 in Spartan
Extended Market Index on November 5, 1997, the net amount invested in
fund shares was $10,000. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $10,326. If distributions had
not been reinvested, the amount of distributions earned from the fund
over time would have been smaller, and cash payments for the period
would have amounted to $116 for dividends and $208 for capital gain
distributions. The fund did not distribute any capital gains during
the period. The figures in the table do not include the effect of the
fund's 0.75% purchase fee (which was in effect during the period
November 5, 1997 through April 28, 1999) or its 0.75% short-term
trading fee applicable to shares purchased after April 28, 1999 and
held less than 90 days.

During the period from November 5, 1997 (commencement of operations)
to February 28, 1999, a hypothetical $10,000 investment in Spartan
International Index Fund would have grown to $11,812.

<TABLE>
<CAPTION>
<S>                       <C>                       <C>                           <C>                          <C>
SPARTAN INTERNATIONAL INDEX

Fiscal Year Ended         Value of Initial $10,000  Value of Reinvested Dividend  Value of Reinvested Capital  Total Value
                          Investment                Distributions                 Gain Distributions

1999                      $ 11,536                  $ 223                         $ 53                         $ 11,812

1998*                     $ 11,056                  $ 27                          $ 0                          $ 11,083

</TABLE>


<TABLE>
<CAPTION>
<S>                          <C>       <C>       <C>
SPARTAN INTERNATIONAL INDEX  INDEXES

Fiscal Year Ended            S&P 500   DJIA      Cost of Living**


1999                         $ 13,397  $ 12,368  $ 10,179

1998*                        $ 11,189  $ 11,168  $ 10,019

</TABLE>

* From November 5, 1997 (commencement of operations).

** From month-end closest to initial investment date.

Explanatory Notes: With an initial investment of $10,000 in Spartan
International Index on November 5, 1997, the net amount invested in
fund shares was $10,000. The cost of the initial investment ($10,000)
together with the aggregate cost of reinvested dividends and capital
gain distributions for the period covered (their cash value at the
time they were reinvested) amounted to $10,270. If distributions had
not been reinvested, the amount of distributions earned from the fund
over time would have been smaller, and cash payments for the period
would have amounted to $216 for dividends and $52 for capital gain
distributions. The fund did not distribute any capital gains during
the period. The figures in the table do not include the effect of the
fund's 1.00% purchase fee (which was in effect during the period
November 5, 1997 through April 28, 1999) or its 1.00% short-term
trading fee applicable to shares purchased after April 28, 1999 and
held less than 90 days.

THE FOLLOWING INFORMATION REPLACES THE SIXTH PARAGRAPH UNDER THE
HEADING "PERFORMANCE COMPARISONS"    IN THE "PERFORMANCE" SECTION
ON PAGE 34.

Spartan International Index may compare its performance to that of its
index the EAFE, a market capitalization-weighted index that is
designed to represent the performance of developed stock markets
outside the United States and Canada. As of February 28, 1999, the
index included over 1,000 equity securities of companies domiciled in
20 countries. Spartan International Index may also compare its
performance to the Standard & Poor's 500 Index, a market
capitalization-weighted index of common stocks. The index returns for
the EAFE for the periods after January 1, 1997, may be adjusted for
tax withholding rates applicable to U.S.-based mutual funds organized
as Massachusetts business trusts. Effective October 1, 1998, the
country of Malaysia was removed from this index. The index returns
reflect the inclusion of Malaysia prior to October 1, 1998. The
performance of these indexes over any period since their inception may
be quoted in fund advertising. Stocks are selected for the Morgan
Stanley Capital International (MSCI) index on the basis of industry
representation, liquidity, sufficient float, and avoidance of
cross-ownership.

EFFECTIVE APRIL 29, 1999, THE FOLLOWING INFORMATION REPLACES THE
SECOND PARAGRAPH FOUND IN    THE     "ADDITIONAL PURCHASE, EXCHANGE
AND REDEMPTION INFORMATION"    SECTION     ON PAGE 35.

Each fund, in its discretion, may determine to issue its shares "in
kind" in exchange for securities held by the purchaser having a value,
determined in accordance with the fund's policies for valuation of
portfolio securities, equal to the purchase price of the fund shares
issued. A fund will accept for in kind purchases only securities or
other instruments that are appropriate under its investment objective
and policies. In addition, a fund generally will not accept securities
of any issuer unless they are liquid, have a readily ascertainable
market value, and are not subject to restrictions on resale. All
dividends, distributions, and subscription or other rights associated
with the securities become the property of the fund, along with the
securities. Shares purchased in exchange for securities in kind
generally cannot be redeemed for fifteen days following the exchange
in order to allow time for the transfer to settle.

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN
   THE     "TRUSTEES AND OFFICERS"    SECTION     BEGINNING ON PAGE
36.

The Trustees, Members of the Advisory Board, and executive officers of
the trust are listed below. The Board of Trustees governs each fund
and is responsible for protecting the interests of shareholders. The
Trustees are experienced executives who meet periodically throughout
the year to oversee each fund's activities, review contractual
arrangements with companies that provide services to each fund, and
review each fund's performance. 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 and Members of the
Advisory Board also serve in similar capacities for other funds
advised by FMR or its affiliates. The business address of each
Trustee, Member of the Advisory Board, and officer who is an
"interested person" (as defined in the 1940 Act) is 82 Devonshire
Street, Boston, Massachusetts 02109, which is also the address of FMR.
The business address of all the other Trustees is Fidelity
Investments, P.O. Box 9235, Boston, Massachusetts 02205-9235. Those
Trustees who are "interested persons" by virtue of their affiliation
with the trust, FMR or BT are indicated by an asterisk (*).

THE FOLLOWING INFORMATION REPLACES THE LAST PARAGRAPH FOUND IN
   THE     "CONTROL OF INVESTMENT ADVISER"    SECTION     BEGINNING ON
PAGE 39.

BT, a New York banking corporation with principal offices at 130
Liberty Street, New York, New York 10006, is a wholly owned subsidiary
of Deutsche Bank AG, whose principal offices are at Taunusanlage 12,
D-60325 Frankfurt am Main, Federal Republic of Germany. Deutsche Bank
AG is a major global banking institution that is engaged in a wide
range of financial services, including investment management, mutual
funds, retail and commercial banking, investment banking and
insurance.

   THE FOLLOWING INFORMATION REPLACES THE THIRD PARAGRAPH FOUND UNDER
THE HEADING "MANAGEMENT AND SUB-ADVISORY SERVICES" IN THE "MANAGEMENT
CONTRACTS" SECTION ON PAGE 39.

   BT is the sub-adviser of each fund and acts as each fund's
custodian. Under its management contract with each fund, FMR acts as
investment adviser. Under its sub-advisory agreements, and subject to
the supervision of the Board of Trustees, BT directs the investments
of each fund in accordance with its investment objective, policies and
limitations, and provides custodial services to each fund.

   THE FOLLOWING INFORMATION REPLACES THE PARAGRAPH FOUND UNDER THE
HEADING "MANAGEMENT-RELATED EXPENSES" IN THE "MANAGEMENT CONTRACTS"
SECTION ON PAGE 40.

       MANAGEMENT-RELATED EXPENSES.    In addition to the management
fee payable to FMR and the fees payable to the transfer, dividend
disbursing, and shareholder servicing agent, and pricing and
bookkeeping agent, and the costs associated with securities lending,
each fund pays all of its expenses that are not assumed by those
parties. Each fund pays for the typesetting, printing, and mailing of
its proxy materials to shareholders, legal expenses, and the fees of
the auditor and non-interested Trustees. Each fund's management
contract further provides that the fund will pay for typesetting,
printing, and mailing prospectuses, statements of additional
information, notices, and reports to shareholders; however, under the
terms of each fund's transfer agent agreement, the transfer agent
bears the costs of providing these services to existing shareholders.
Other expenses paid by each 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 securities laws and making necessary filings under state
securities laws. Each fund is also liable for such non-recurring
expenses as may arise, including costs of any litigation to which the
fund may be a party, and any obligation it may have to indemnify its
officers and Trustees with respect to litigation.

   THE FOLLOWING INFORMATION REPLACES THE PARAGRAPH FOUND UNDER THE
HEADING "MANAGEMENT AND SUB-ADVISORY FEES" IN THE "MANAGEMENT
CONTRACTS" SECTION ON PAGE 40.

       MANAGEMENT FEE.    For the services of FMR under each
management contract, Spartan Total Market Index Fund, Spartan Extended
Market Index Fund, and Spartan International Index Fund each pays FMR
a monthly management fee at the annual rate of 0.24%, 0.24%, and
0.34%, respectively, of its average net assets throughout the month.


   THE FOLLOWING INFORMATION REPLACES THE SECOND AND THIRD PARAGRAPHS
FOUND UNDER THE HEADING "SUB-ADVISER"  IN THE "MANAGEMENT CONTRACTS"
SECTION ON PAGE 40.

   Under the sub-advisory agreements, for providing investment
management and custodial services to Spartan Total Market Index Fund
and Spartan Extended Market Index Fund, FMR pays BT fees at an annual
rate of 0.0125% of the average net assets of each fund.

   Under the sub-advisory agreement, for providing investment
management and custodial services to Spartan International Index Fund,
FMR pays BT fees at an annual rate of 0.0650% of the average net
assets of the fund, plus fees of $35 per portfolio transaction (up to
a maximum of $200,000 annually).

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND UNDER THE
HEADING "SUB-ADVISER"   IN THE "MANAGEMENT CONTRACTS" SECTION     ON
PAGE 40.

The following table shows the amount of management fees paid by each
fund to FMR, sub-advisory fees paid by each fund to BT and fees paid
by FMR to BT for the past two fiscal years.

<TABLE>
<CAPTION>
<S>                              <C>                             <C>                          <C>
Fund                             Fiscal Years Ended February 28  Management Fees Paid to FMR  Sub-Advisory Fees Paid to BT


Spartan Total Market Index Fund  1999                            $ 237,120                    $ 22,253

                                 1998*                           $ 16,488                     $ 283

Spartan Extended Market Index    1999                            $ 118,445                    $ 30,583
Fund

                                 1998*                           $ 17,265                     $ 917

Spartan International Index      1999                            $ 115,955                    $ 2,632
Fund

                                 1998*                           $ 23,400                     $ 76

</TABLE>


<TABLE>
<CAPTION>
<S>                              <C>
Fund                             Sub-Advisory Fees Paid to BT
                                 by FMR

Spartan Total Market Index Fund  $ 12,275

                                 $ 859

Spartan Extended Market Index    $ 6,104
Fund

                                 $ 899

Spartan International Index      $ 85,284
Fund

                                 $ 33,979

</TABLE>

* From November 5, 1997 (commencement of operations).

   THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND UNDER
THE HEADING "SUB-ADVISER" IN THE "MANAGEMENT CONTRACTS" SECTION ON
PAGE 40.

   Prior to October 1, 1999, Spartan Total Market Index Fund, Spartan
Extended Market Index Fund, and Spartan International Index Fund each
paid a management fee at an annual rate of 0.24%, 0.24%, and 0.34%,
respectively, of its average net assets to FMR and a sub-advisory fee
(representing 40% of net income from securities lending) to BT.

   THE FOLLOWING INFORMATION SUPPLEMENTS THE INFORMATION FOUND IN THE
"MANAGEMENT CONTRACTS" SECTION ON PAGE 40.

   MANAGEMENT-RELATED SERVICES. Each fund has also entered into a
securities lending agreement with BT. Under the terms of the
agreements, BT retains up to 30% of aggregate annual lending revenues
for providing securities lending services.

   THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"MANAGEMENT CONTRACTS" SECTION ON PAGE 40.

   FMR may, from time to time, voluntarily reimburse all or a portion
of a fund's operating expenses (exclusive of interest, taxes,
securities lending costs, brokerage commissions, and extraordinary
expenses), in the case of certain funds, which is subject to revision
or termination. FMR retains the ability to be repaid for these expense
reimbursements in the amount that expenses fall below the limit prior
to the end of the fiscal year.

THE FOLLOWING INFORMATION REPLACES THE FIFTH PARAGRAPH FOUND IN    THE
    "TRANSFER AND SERVICE AGENT AGREEMENTS"    SECTION     ON PAGE 42.

In addition, FSC receives the pro rata portion of the transfer agency
fees applicable to shareholder accounts in a qualified state tuition
program (QSTP), as defined under the Small Business Job Protection Act
of 1996, managed by FMR or an affiliate and each Fidelity Freedom Fund
and Fidelity Four-in-One Index Fund, funds of funds managed by an FMR
affiliate, according to the percentage of the QSTP's, Freedom Fund's
or Fidelity Four-in-One Index Fund's assets that are invested in a
fund, subject to certain limitations in the case of Fidelity
Four-in-One Index Fund.




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission