CORRESP 5 filename5.htm

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FPCMS
82 Devonshire Street
Boston MA 02109-3614
617-563-7000

February 26, 2010

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Christian Sandoe

RE:

Fidelity Exchange Fund (the trust):

 

Fidelity Exchange Fund (the fund)

 

File No. 811-02614

 

Amendment No. 35

Ladies and Gentlemen:

Pursuant to Rule 8b-16 under the Investment Company Act of 1940, as amended, and Regulation S-T, transmitted herewith on behalf of the trust is an amendment to the trust's Registration Statement on Form N-1A. This transmission contains a conformed signature page, the manually signed original of which, is maintained at the offices of the trust. This filing also includes a conformed copy of the manually signed consent of the trust's independent registered public accounting firm, the original of which is maintained at the offices of the trust.

This filing includes the following items: cover letter, facing page, Part A, Part B, and Part C for Fidelity Exchange Fund. The documents have been modified to reflect amendments made to Form N-1A under the Enhanced Disclosure and New Prospectus Delivery Option for Registered Open-End Management Investment Companies Final Rule. This is the first filing of these documents in the amended format. Due to the extent of the modifications made to Part A, this document has not been tagged to indicate changes made since the last definitive filing. The fund's Part B, as filed herein, has been tagged to indicate modifications and editorial changes made since the filing of Amendments No. 34.

The principal purpose of this filing is to update the fund's financial information for the fiscal year ended December 31, 2009. This filing also serves to update standard disclosure and implement editorial changes for the fund.

Please contact Jamie Plourde at (617) 563-1375 in connection with any questions or comments regarding this filing.

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Very truly yours,

 

 

 

/s/ Eugenio Martinez

 

Eugenio Martinez

 

Legal Product Group