Exhibit 11
KIRKPATRICK & LOCKHART LLP
1800 MASSACHUSETTS AVENUE, N.W.
2ND FLOOR
WASHINGTON, D.C. 20036-1800
 
TELEPHONE (202) 778-9000
FACSIMILE (202) 778-9100
 
August 25, 1998
Fidelity Colchester Street Trust
82 Devonshire Street
Boston, Massachusetts  02109
Ladies and Gentlemen:
 You have requested our opinion regarding certain matters in
connection with the issuance of shares of Fidelity Domestic Portfolio
("Domestic Portfolio"), a series of Fidelity Colchester Street Trust
(the "Trust"), pursuant to a Registration Statement to be filed by the
Trust on Form N-14 ("Registration Statement") under the Securities Act
of 1933 ("1933 Act").  These shares will be issued in connection with
the proposed acquisition by Domestic Portfolio of all of the assets of
Fidelity Rated Money Market Portfolio ("Rated Portfolio") and the
assumption by Domestic Portfolio of the liabilities of Rated Portfolio
solely in exchange for Class I, Class II, and Class III shares of
Domestic Portfolio.  
 In connection with our services as counsel for the Trust, we have
examined, among other things, originals or copies of such documents,
certificates and corporate and other records as we deemed necessary or
appropriate for purposes of this opinion.  We have assumed the
genuineness of all signatures, the authenticity of all documents
submitted to us, the conformity to original documents of all documents
presented to us as copies thereof and the authenticity of the original
documents from which any such copies were made, which assumptions we
have not independently verified.  As to various matters of fact
material to this opinion, we have relied upon statements and
certificates of officers of the Trust.  Based upon this examination,
we are of the opinion that, except as described herein,  the shares to
be issued pursuant to the Registration Statement have been duly
authorized and, when issued upon the terms provided in the
Registration Statement, subject to compliance with the 1933 Act, the
Investment Company Act of 1940, and applicable state law regulating
the offer and sale of securities, will be legally issued, fully paid,
and non-assessable, and no shareholder of Domestic Portfolio has any
preemptive right of subscription or purchase in respect thereof.  
 The Trust is an entity of the type commonly known as a "Delaware
business trust."  Under Delaware law, shareholders of a business trust
may be held personally liable for the obligations of the Trust.  The
Trust's Trust Instrument provides that the Trustees shall have no
power to bind any shareholder personally or to call upon any
shareholder for the payment of any sum of money or assessment
whatsoever other than such as the shareholder may at any time
personally agree to pay by way of subscription for any shares or
otherwise.  The Trust Instrument also requires that every note, bond,
contract or other undertaking issued by or on behalf of the Trust or
the Trustees relating to the Trust or to a Series shall include a
recitation limiting the obligation represented thereby to the Trust or
to one or more series and its or their assets (but the omission of
such a recitation shall not operate to bind any shareholder or Trustee
of the Trust).  The Trust Instrument provides that: (i) in case any
shareholder or former shareholder of any series of the Trust shall be
held to be personally liable solely by reason of his being or having
been a shareholder of such series and not because of his acts or
omissions or for some other reason, the shareholder or former
shareholder (or his heirs, executors, administrators or other legal
representatives or in the case of a corporation or other entity, its
corporate or other general successor) shall be entitled out of the
assets belonging to the applicable series to be held harmless from and
indemnified against all loss and expense arising from such liability;
and (ii) the Trust, on behalf of the series, shall, upon request by
the shareholder, assume the defense of any claim made against the
shareholder for any act or obligation of the series and satisfy any
judgment thereon from the assets of the series. 
 
 We hereby consent to the reference to our firm under the caption
"Legal Matters" in the Proxy Statement and Prospectus which constitute
a part of the Registration Statement.  We further consent to your
filing a copy of this opinion as an exhibit to the Registration
Statement.
       Yours truly,
       /s/Kirkpatrick & Lockhart LLP
          Kirkpatrick & Lockhart LLP