SCHEDULE 13D

Amendment No. 3
Fidelity Private Credit Fund
Class I Common Shares
Cusip # 31634E306

Date of Event Which Requires Filing of This Statement;
May 25, 2023

Cusip # 31634E306
Item 1:	Reporting Person - FMR LLC
Item 2: (a)  [ ]
        (b)  [ ]
Item 4:	WC
Item 6:	Delaware
Item 7:	1,626,805.818
Item 8:	None
Item 9:	1,626,805.818
Item 10: None
Item 11: 1,626,805.818
Item 13: 21.506%
Item 14: HC


Cusip # 31634E306
Item 1:	Reporting Person - Abigail P. Johnson
Item 4:	AF
Item 6:	United States of America
Item 7:	None
Item 8:	None
Item 9:	1,626,805.818
Item 10: None
Item 11: 1,626,805.818
Item 13: 21.506%
Item 14: IN

This statement constitutes Amendment No. 3 ("Amendment No. 3") to the
Schedule 13D originally filed with the Securities and Exchange Commission on
March 23, 2023 (the "Original Schedule 13D"), which Original Schedule
13D was amended by Amendment No. 1 on April 26, 2023,
and was amended by Amendment No. 2 on May 26, 2023,
and relates to the Class I Common Shares,
of Fidelity Private Credit Fund, a Delaware statutory trust (the "Issuer"),
which has its principal executive offices at
245 Summer Street, Boston, MA, 02210 (the "Company").


Except as specifically amended by this Amendment No. 3, the
Schedule 13D is unchanged.

Item 2.	Identity and Background.

The information in Item 2(b)- (c) and (f) is hereby amended by replacing
Schedule A thereof with the Schedule A attached hereto.

Item 5.	Interest in Securities of Issuer.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

(a) and (b) The information contained on the cover page of this Schedule 13D
is incorporated herein by reference. As of the date hereof, FMR Reporters
directly own 1,626,805.818 issued and outstanding Class I common Shares
representing 21.506% of the total amount of Class I Common Shares and have the
sole power to vote and dispose of such shares.
(c)Schedule C is hereby incorporated by reference.
(d)To the best knowledge of the FMR Reporters, no person other than the
FMR Reporters have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the securities
beneficially owned by the FMR Reporters identified in this Item 5.
(e) Not applicable.

SCHEDULE A

The name and present principal occupation or employment of each executive
officer and director of FMR LLC are set forth below. The business address
of each person is 245 Summer Street, Boston, Massachusetts 02210, and the
address of the corporation or organization in which such employment is
conducted is the same as this business address. All of the persons listed
below are U.S. citizens.

NAME				POSITION WITH			PRINCIPAL
				FMR LLC				OCCUPATION

Abigail P. Johnson 		CEO, Director, 			CEO, Director, & Chairman
				& Chairman of the 		of the Board, FMR LLC
				Board

Edward C. Johnson, IV		Director			Director, FMR LLC &
								President of Pembroke
								Real Estate

Gerard McGraw			Director			Director, FMR LLC &
								Executive Vice President

John J. Remondi			Director & Executive		Director, FMR LLC &
				Vice President			Executive Vice President

Michael E. Wilens		Director			Director, FMR LLC &
								President

Stephen C. Neff			Director			Director, FMR LLC

Jonathan Chiel			Executive Vice President	Executive Vice President
				& General Counsel		& General Counsel

Margaret Serravalli		Chief Financial Officer		Chief Financial Officer

Roger Stiles 			Executive Officer 		Executive Officer,
								FMR LLC, Head of Technology
								& Global Services

Joanna Rotenberg 		Executive Officer		Executive Officer,
								FMR LLC & Head of
								Personal Invseting

Ronald DePoalo			Executive Officer		Executive Officer,
								FMR LLC & Head of Fund
								& Brokerage Operations

Kevin Barry			Executive Officer		Executive Officer,
								FMR LLC & President

Bart Grenier			Executive Officer		Executive Officer,
								FMR LLC & Head of
								Asset Management

Vadim Zlotnikov			Executive Officer 		Executive Officer,
								FMR LLC & Head of
								Fidelity Institutional

SCHEDULE C

During the past 60 days, the following transactions occurred
in the Class I Common Shares for cash as set forth below.

(i) FMR Reporters effected the following transactions:
			Number of Shares	Price Per
Date			Purchased/(Sold)	Share


6/27/2023*		346,722.776		$25.23

*On June 1, 2023, the Reporting Person's subscription to purchase Class I
Common Shares of the Issuer was accepted. On June 27, 2023, the number of
shares being purchased by the Reporting Person was fixed when the purchase
price per share was determined by the Issuer.


SIGNATURE

	After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.

RULE 13d-1(k)(1) AGREEMENT

The undersigned persons, on July 13, 2023, agree and consent to the joint
filing on their behalf of this Schedule 13D in connection with their
beneficial ownership of the Class I Common Shares of Fidelity Private Credit
Fund at July 12, 2023.

FMR LLC

By /s/ Stephanie J. Brown
Stephanie J. Brown
Duly authorized under Power of Attorney effective as of January 3, 2023,
by and on behalf of FMR LLC and its direct and indirect subsidiaries*

Abigail P. Johnson

By /s/ Stephanie J. Brown
Stephanie J. Brown
Duly authorized under Power of Attorney effective as of January 26, 2023,
by and on behalf of Abigail P. Johnson**

* This power of attorney is incorporated herein by reference to Exhibit 24 to
the Schedule 13G filed by FMR LLC on January 10, 2023, accession number:
0000315066-23-000003.

** This power of attorney is incorporated herein by reference to Exhibit 24 to
the Schedule 13G filed by FMR LLC on January 31, 2023, accession number:
0000315066-23-000038.