Exhibit 12
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
Colchester Street Trust
82 Devonshire Street
Boston, MA  02109
Ladies and Gentlemen:
 Colchester Street Trust  ("Colchester"), a Delaware business trust,
on behalf of Fidelity Rated Money Market Portfolio ("Acquired") and
Fidelity Domestic Portfolio ("Acquiring"), both series of Colchester,
has requested our opinion as to certain federal income tax
consequences of a transaction ("Reorganization") in which Acquiring
will acquire all of the assets and assume all of the liabilities of
Acquired in exchange solely for Class I, Class II and Class III shares
of beneficial interest in Acquiring ("Acquiring Shares") pursuant to
an Agreement and Plan of Reorganization ("Agreement") expected to be
entered into between Acquired and Acquiring as of October 19, 1998.
 In rendering this opinion, we have examined a draft of the Agreement
("Draft Agreement"), the prospectus/proxy statement to be filed with
the Securities and Exchange Commission in connection with the
Reorganization, the currently effective prospectuses and statements of
additional information of Acquired and Acquiring, and such other
documents as we have deemed necessary.  We have also relied, with your
consent, on certificates of officers of Colchester.
 OPINION
 Based solely on the facts and representations set forth in the
reviewed documents and the certificates of officers of Colchester, and
assuming that (i) those representations are true on the date of the
Reorganization, (ii) the Reorganization is consummated in accordance
with the Agreement, and (iii) the Agreement does not differ materially
from the Draft Agreement, our opinion with respect to the federal
income tax consequences of the Reorganization is as follows:
 1. The Reorganization will be a reorganization under section
368(a)(1)(C) of the Internal Revenue Code of 1986, as amended
("Code"), and Acquired and Acquiring will each be parties to the
Reorganization under section 368(b) of the Code.
 2. No gain or loss will be recognized by Acquired upon the transfer
of all of its assets to Acquiring in exchange solely for Acquiring
Shares and Acquiring's assumption of Acquired's liabilities followed
by the distribution of those Acquiring Shares to the Acquired
shareholders of the corresponding class in liquidation of Acquired. 
 3. No gain or loss will be recognized by Acquiring on the receipt of
Acquired's assets in exchange solely for Acquiring Shares and the
assumption of Acquired's liabilities. 
 4. The basis of Acquired's assets in the hands of Acquiring will be
the same as the basis of such assets in Acquired's hands immediately
prior to the Reorganization.  
 5. Acquiring's holding period in the assets to be received from
Acquired will include Acquired's holding period in such assets. 
 6. The Acquired shareholders will recognize no gain or loss on the
exchange of each class of the shares of beneficial interest in
Acquired ("Acquired Shares") solely for the Acquiring Shares of the
corresponding class in the Reorganization.
 7. The Acquired shareholders' basis in the Acquiring Shares to be
received by them will be the same as their basis in the Acquired
Shares of the corresponding class to be surrendered in exchange
therefor.  
 8. The holding period of the Acquiring Shares to be received by the
Acquired shareholders of the corresponding class will include the
holding period of the Acquired Shares to be surrendered in exchange
therefor, provided those Acquired Shares were held as capital assets
on the date of the Reorganization. 
 The foregoing opinion is based on, and is conditioned on the
continued applicability of, the provisions of the Code and the
regulations thereunder, case law precedent, and the Internal Revenue
Service pronouncements in existence at the date hereof.  We express no
opinion as to whether Acquired will recognize gain or loss under
Section 1256 of the Code on the transfer of futures, forwards, or
options to Acquiring in the Reorganization.  Nor do we express any
opinion other than those contained herein.
 We consent to the inclusion of this opinion in the Registration
Statement on Form N 14 filed with the Securities and Exchange
Commission and the inclusion of the name "Kirkpatrick & 
Lockhart LLP" in the "Federal Income Tax Consequences of the
Reorganization," "Federal Income Tax Considerations" and "Legal
Matters" sections of that Registration Statement.
      Very truly yours,
      /s/Kirkpatrick & Lockhart LLP
      Kirkpatrick & Lockhart LLP