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M a r c h  2 ,  2 0 2 0       Michael G. Palek, Esq. Vice President, Associate General Counsel Fidelity Investments | FMR LLC Legal 245 Summer Street, V13E Boston, MA 02109   Re: Fidelity Covington Trust  File Nos. 033-60973 and 811-07319  Dear Mr. Palek:   On January 17, 2020, you filed a post-effective amendment to the registration statement
on Form N-1A under the Securitie s Act of 1933 and the Investment Company Act of 1940 (the
“Investment Company Act”) on behalf of Fidelity  Covington Trust (the “Trust”) in connection
with the registration of shares of Fidelity New Millennium ETF, Fidelity Blue Chip Growth ETF,
and Fidelity Blue Chip Value ETF (each, a “F und,” and collectively, the “Funds”).  We have
reviewed the registration statem ent, and have provided our comments below.  For convenience,
we generally organized our comm ents using headings and defined terms from the registration
statement.  Where a comment is made in one loca tion, it is applicable to all similar disclosure
appearing elsewhere in the registration statement.  Given the significance of  the issues raised in
this letter, please confirm that the Trust w ill delay the effectiveness of the registration
statement until all of the comments in  this letter have been resolved.

PROSPECTUS
 I.   General Comments on Non-Transparent Stru cture (applicable to all three Funds):

1. We are aware that Fidelity Management  & Research Company and FMR Co. Inc.,
Fidelity Beach Street Trust, and Fidelity Dist ributors filed an application and subsequent
amendments (the “Application”) seeking exem ptive relief from certain provisions of the
Investment Company Act.  The Commission issu ed a Notice of Application on November 14,
2019, and a subsequent order granting certain  exemptive relief on December 10, 2019 (the
“Order”).  Please tailor the disclosure throughou t the registration statement to conform to the

Michael G. Palek, Esq.
March 2, 2020 Page 2   specific exemptive relief granted by the Order,  including the relevant  representations and
conditions contained in the Application.  In  addition, please advise  us whether you have
submitted, or expect to submit, any other exemptive application or no-action request in connection with the re gistration statement.
 2. We note that portions of the filing are inco mplete.  We may have additional comments on
such portions when you complete them on disclo sures made in response to this letter, on
information supplied supplementally, or on exhibits added in any amendments.
 3. Please consider noting in the prospectus th at the Funds will incur costs to operate the
Tracking Basket.  4. Since the Funds may invest in foreign i ssuers, will any of the Funds rely on the
exemptive relief to pay redemption proceeds more  than seven calendar days after shares are
tendered for redemptions?  If so, disclose th is policy in the redemption discussion.  See
Application at page 2.

Cover Pages

5. The Application states the Funds will include a Legend de scribing how the Funds will
operate differently from a traditional ETF.  Pl ease revise the cover pages to make the Legend
more prominent.  For example, consider indenting the Legend in a manner that offsets it from the
rest of the text and using a larger font size.  Pl ease also consider other me thods to better highlight
the Legend.
Prospectus Summary — Principal Investment Strategies

6.  Please disclose in this section that e ach Fund is a non-transparent, actively-managed
exchange-traded fund.   7. This section states that the Funds invest primarily in equity  securities of domestic and
foreign issuers.  Please specify the types of “e quity securities” that the Funds can invest, per
Application on page 7.  Please also  disclose elsewhere in the pros pectus that any common stocks
listed on a foreign exchange must trade cont emporaneously with shares of the Funds.
 8. Please disclose in this section that the F unds do not have a minimum overlap requirement
for the Tracking Basket and the actual Portfoli o.  Also, disclose the risks of not having a
minimum overlap requirement in the Principal Investment Risk section of the Prospectus
Summary if appropriate.
Prospectus Summary – Prin cipal Investment Risks

9. This section begins with two paragraphs in bold font descri bing the risks associated with
the Funds’ non-transparen t structures.  Please provide a label for these two paragraphs, e.g.,

Michael G. Palek, Esq.
March 2, 2020 Page 3   “Non-transparent Structure Risks,” in both the su mmary section and full prospectus.  Also, the
Legend should cross-reference by name each of the risks that relate to the Funds’ non-transparent
structure, e.g., Non-transparent St ructure Risks, Fluctuation of Ne t Asset Value and Share Price,
Arbitrage Risk and Trading Issues Risk.  If the Funds were to present a main non-transparent risk
with related sub-risks, e.g., Arb itrage Risk, the prospectus could cross-reference only the main
non-transparent risk.   10. The first paragraph in this section states th at the Tracking Basket includes ETFs.  Please
clarify in this paragraph and throughout the pr ospectus that the Track ing Basket’s ETFs are
liquid ETFs.  See Application at page 4.

11. Please revise the second paragraph of this section to more closely track numbers (1) and
(2) on page 24 of the Application.  For example, please delete "[g]iven the differences between
the fund and ETFs that disclose their complete holdings daily” and replac e it with "[a]lthough the
Tracking Basket is intended to provide. . . ," from number 1 on page 24 of Application.
 12. The last sentence in the fourth  bullet point of this section states that the Funds’ shares
may trade at a larger premium or discount to NAV “than shares of other ETFs.”  Please add
“including ETFs that make their daily holdings pub lic” to the end of this sentence both here and
throughout the prospectus, and move this sentence so that it is th e first sentence of this bullet
point.  In addition, please elabor ate in this bullet point on how the non-transparent ETF structure
exacerbates this risk for investors.  13. Please revise the first sentence of the sixth bu llet point of this secti on to add “that publish
their portfolio holdings on a daily basis” to the end of this sentence.  Please ensure that this
change is carried out throughout the entire prospectus and Stat ement of Additional Information
(the “SAI”) whenever making this comparison between the Funds and other actively managed
ETFs.  14. The last two sentences of the sixth bullet poi nt state that market makers and Authorized
Participants are not oblig ated to make a market in the Funds ’ shares, and that trading in the
Funds’ shares may be halted due to market c onditions.  Please provide a separate risk for
Authorized Participants both in th is section and in the full prosp ectus.  Please also disclose in
this bullet point and in the co rresponding risk in the full pros pectus that, due to the non-
transparent fund structure, there is a greater potential for Authori zed Participants  concentration
risk and Authorized Participants “stepping away.”  Also, disclose th at this lack of participation
by Authorized Participants or market makers could be greater during market disruptions or
periods of volatility.    15. Please provide a risk in this section and in the full prospectus di scussing the actions the
Adviser will take if a security in a Fund, but not in the Tracking Basket, does not have a readily-
available market quotation, affecting the reliab ility of the Tracking Basket as an arbitrage
vehicle.  See Application at page  26.  Please also provide  a risk in this section and in the full
prospectus disclosing the condi tions under which a Fund would re quest the Exchange to halt

Michael G. Palek, Esq.
March 2, 2020 Page 4   trading of its shares (i.e., secu rities representing 10% or more of a Fund’s portfolio do not have
readily available market quotations ).  See Application at note 49.  Please also disclose that the
non-transparent structure could exacerbate th e impact of any trading halts on the Funds.
 16. Finally, please re-order the bu llet points in this section and in the full prospectus so the
principal risks which are specific to the Funds’ non-transparent st ructure become the first risks
disclosed in these sections.

Fund Basics — Investment Details — Des cription of Principal Security Types

17. Please revise this section to clearly identif y the specific types of equity securities to
which the Funds’ investments are limited.
Fund Basics — Investment Details — Principal Investment Risks — Foreign Exposure

18. This risk includes a reference to foreign currencies.  Since the Funds’ Application does
not permit direct investment in foreign currencies, pl ease revise this disclosure to ensure that this
risk matches the explicit limitations of the App lication.  See Application at page 7. Please make
corresponding changes throughout the prospectus and the SAI.

19. Additionally, this risk references emerging market investments.  Please explain to us
whether any emerging market securities will be able to meet the investment limitations of the
Application such that the Funds w ill be able to invest in them.

Fund Basics — Other Investment Strategies

20. The second paragraph of this  section states that the A dviser may buy and sell futures
contracts.  Please clarify that the Funds are rest ricted to buying futures that are U.S.exchange-
traded.  See Application at page 7 and note 17.

Fund Basics — Valuing Shares

21. The fifth paragraph of this section states th at “trading in some of the fund’s assets may
not occur on days when the fund is open for business.”  Given the Funds’ investment limitations, please confirm to us that th is statement is accurate.
 22. The sixth paragraph of this section states that “shares of open-end funds in which the
fund may invest” are valued at th eir respective NAVs.  Please clarif y in this paragraph that the
only open-end funds that the Funds may invest  in are ETFs and government money market
funds.  See Application at page 7.

Michael G. Palek, Esq.
March 2, 2020 Page 5
Shareholder Information

23. Please add language in this section that addresses the in formation investors can find on
the Funds’ websites.  See Application at page 22, and Condition 2 on page 53.
 24. Please include a separate heading in this se ction to clearly disclo se the Tracking Basket
structure.  Please also provide a cross-reference to this section from the Funds discussion of the
Tracking Basket in the Principal Investment Strategies in the Pr ospectus Summary.

Fund Services — Fund Management

25. Please discuss in the registration statem ent, the Board review of both monitoring
thresholds described in the Application at pages 25 and 26.

STATEMENT OF ADDITIONAL INFORMATION
 Investment Policies and Limitations
26. Please add language to the beginning of this section indicating that the Funds’
investments are limited to Permissible I nvestments and describe the limits in detail.
See Application at page 7.

Investment Policies and Limitations — Commodities

27. This investment limitation st ates that “this shal l not prevent the fund from purchasing or
selling options and futures contr acts.”  Please delete here and throughout the SAI any references
to “options,” since the Funds are not permitted to invest in options.  Als o, please clarify here and
throughout the SAI that the Funds may onl y invest in U.S. exchange-traded  futures.  See
Application at pa ge 7 and note 17.

Investment Policies and Limitations — Loans

28. Except for repurchase agreements, the Funds cannot  invest in the types of securities listed
in this section, or in the types of securities liste d in the “Loans” section that follows the “Illiquid
Securities” section below.  See Application at pa ge 7.  Please explain to us how these sections
are consistent with the Application.

Investment Policies and Limitations — Short Sales

29. Since the Funds are not permitted to engage in  short-selling or invest in options, please
explain to us how this section is consistent with the Applicat ion.  See Application at page 7.

Michael G. Palek, Esq.
March 2, 2020 Page 6
 Investment Policies and Limitations — Margin Purchases

30. Since the Funds can only purchase exchange-trade d futures, please confirm to us that this
section is applicable to the Funds.  Also, please delete the reference to options in this section,
since options are not permitted by the Funds’ investment limitations.

Investment Policies and Limitations — Borrowing
31. Since reverse repurchase agreements are not a Permissible Investment, please explain to
us how this section is consis tent with the Application.

Investment Policies and Limita tions — Illiquid Securities

32. Since the Funds are not permitted to invest in securities that are illiquid at the time of
purchase, please explain to us how this sec tion is consistent with the Application.

Investment Policies and Limitations — Affiliated Bank Transactions

33. This section states that the Funds may enga ge in transactions that may involve U.S.
Government securities with affiliated financial institutions that are primary dealers in these
securities, and short-term borrowi ngs.  Since the Funds’ Applicati on only permits investments in
“short-term U.S. Treasury s ecurities, government money ma rket funds, and repurchase
agreements”, please revise this section accordi ngly.  See Application at page 7 and note 18.

Investment Policies and Limitations — Borrowing

34. The Funds are not permitted to borrow for i nvestment purposes (i.e., leverage).  Please
revise this section accordingly.

Investment Policies and Limitations — Debt Securities

35. Since the Funds may not invest in debt secu rities, please revise this section accordingly.

Investment Policies and Limitations — Exposure to Foreign Markets

36. Please clarify in this section that the Funds’ fo reign exposure is restrict ed in that they can
only invest in foreign exchange -traded common stocks that trad e contemporaneously with the
Fund’s shares.  See Application at page 7.  Also , in the last paragraph of this section, please
define ADRs in accordance with the definition on page 7 of the Application.

Investment Policies and Limitations — Futures

37. Please clarify in the beginning of this sect ion that the Funds can only invest in U.S.
exchange-traded futures.  Also, with regard to the sale of futures contracts, we note that the

Michael G. Palek, Esq.
March 2, 2020 Page 7   Application does not permit short selling.  Please  confirm to us supplementally that the Funds
will not engage in futures transactio ns that will violate this provision.

Investment Policies and Limitations — Illiquid Investments
38. Please provide an introductory sentence to this section st ating that the Funds cannot
invest in securities that are i lliquid at the time of purchase.

Investment Policies and Limitations — Insolvency of Issuers, Counterparties, and Intermediaries
39. Given the exchange-traded nature of the Funds ’ investments, please explain to us whether
the counterparty discussion in this section is relevant to the Funds.

Investment Policies and Limitations — Re al Estate Investment Trusts (REITs)

40. Please clarify the disclosure in this secti on by stating that the RE ITs discussed in this
section are exchange-traded only.
Investment Policies and Limitations — Secu rities of Other Investment Companies

41. Please revise this section to clarify that the Funds’ investments in other investment
companies are limited to unit investment trusts th at are structured as ETFs, open-end funds that
are ETFs or government money market funds, pursuan t to the Application.  Additionally, please
clarify that the Funds may only invest in BDCs or closed-end funds that  are exchange-traded.

Exchange Traded Fund Risks — Listing and Trading

42. Please revise this section as necessary to conform to the