[DECHERT LETTERHEAD]
August 8, 2008
U.S. Securities and Exchange Commission
100F Street, N.E.
Washington, D.C. 20002
| Re: | Fidelity Colchester Street Trust—Pre-Effective Amendment No. 2 to Registration |
Statement on Form N-14 (File No. 333-152082)
Ladies and Gentlemen:
On behalf of Fidelity Colchester Street Trust (the “Trust”), attached for filing by means of the EDGAR system is Pre-Effective Amendment No. 2 to the Registration Statement filed on Form N-14 under the Securities Act of 1933 (the “Registration Statement”) on July 2, 2008. The Registration Statement was filed in connection with the proposed reorganization of Capital One Cash Reserve Fund and Capital One U.S. Treasury Money Market Fund, each a series of Capital One Funds, with and into Fidelity Institutional Money Market Fund – Prime Money Market Portfolio and Fidelity Institutional Money Market Fund – Treasury Portfolio, respectively, each a series of the Trust. Pre-Effective Amendment No. 2 to the Registration Statement is being filed for purposes of responding to SEC staff comments.
No fees are required in connection with this filing. Should you have any questions feel free to contact the undersigned at 617.728.7173.
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| Sincerely, |
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| /s/ Christopher D. Christian |
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Attachment
Division of Investment Management
