<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Contrafund
(Name of Registrant)
File No. 2-25235
</PAGE>
<PAGE>
FILE NO. 2-25235
Fidelity Contrafund
RULE 24F-2 - FILED PURSUANT TO RULE
24f-2(b)(1) OF THE INVESTMENT COMPANY ACT OF 1940
(i) Fiscal Year for Which Notice Filed
Fiscal year ended December 31, 1993
(ii) Number of Securities Which Remained Unsold at Beginning of Fiscal Year
Registered Other Than Pursuant to Rule 24f-2
No shares
(iii) Number of Securities Registered During Fiscal Year Other Than Pursuant
to Rule 24f-2
No shares
(iv) Number of Securities Sold During Fiscal Year
170,735,933 shares
For information relating to the calculation of the filing fee,
see Note (1) below.
(v) Number of Securities Sold During Fiscal Year Pursuant to Rule 24f-2
170,735,933 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
170,735,933
$
5,291,651,725
Redemptions:
(55,382,056)
$
(1,709,097,928)
Net Sales Pursuant to Rule 24f-2:
115,353,877
$
3,582,553,797
</TABLE>
Note (1) : Pursuant to Rule 24f-2(c), the filing fee, calculated in the
manner specified in Section 6(b) of the Securities Act
of 1933, amounted to: $1,235,372.03
Fidelity Contrafund
By John H. Costello
Assistant Treasurer
</PAGE>
FMR Corp.
82 Devonshire Street
Boston, MA 02109-3614
671 570 7000
February 16, 1994
Mr. John Costello, Assistant Treasurer
Fidelity Contrafund (the Fund)
82 Devonshire Street
Boston, MA 02109
Dear Mr. Costello:
Fidelity Contrafund was a corporation organized under the laws of the
Commonwealth of Massachusetts on June 7, 1963 under the name FMR
Special Situations Fund. The Fund's name was changed to Contrafund
Fund, Inc. on June 28, 1966, and to Fidelity Contrafund, Inc. on
October 7, 1980. Its name was changed to Fidelity Contrafund on
December 31, 1984, at the time of its reorganization as a Massachusetts
business trust which was created under a written Declaration of Trust
dated October 1, 1984, executed and delivered to the Secretary of the
Commonwealth of Massachusetts on that day. Supplements to the
Declaration of Trust were dated and filed with the Secretary of the
Commonwealth of Massachusetts on February 1, 1985, October 30,
1986, and November 16, 1989.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Under Article III, Section 1, of the Declaration of Trust, the beneficial
interest in the Fund shall be divided into such transferable Shares of one
or more separate and distinct Series as the Trustees shall from time to
time create and establish. The number of Shares is unlimited and each
Share shall be without par value and shall be fully paid and
nonassessable. Said Section provides that Trustees shall have full power
and authority, in their sole discretion and without obtaining any prior
authorization or vote of the Shareholders of the Fund, to create and
establish (and to change in any manner) Shares with such preferences,
voting powers, rights and privileges as the Trustees may from time to
time determine, to divide or combine the Shares into a greater or lesser
number, to classify or reclassify any issued Shares into one or more
Series of Shares, to abolish any one or more Series of Shares, and to
take such other action with respect to the Shares as the Trustees may
deem desirable.
Under Article III, Section 4, the Trustees are empowered to accept
investment in the Fund in cash or securities from such persons and on
such terms as they may from time to time authorize. Investments in the
Fund, subsequent to the initial contribution of capital, shall be credited
to each Shareholder's account in the form of full Shares at the Net Asset
Value per Share next determined after the investment is received;
provided, however, that the Trustees may, in their sole discretion, (a)
impose a sales charge upon investments in the Fund, and (b) issue
fractional Shares.
By a vote adopted on December 14, 1984 and amended on February 22,
1985, the Board of Trustees authorized the issue and sale, from time to
time, of an unlimited number of shares of beneficial interest of the Fund
in accordance with the terms included in the then current Registration
statement and subject to the limitations of the Declaration of Trust and
any amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the Investment
Company Act of 1940, the Fund has registered an indefinite number of
shares of beneficial interest under the Securities Act of 1933. I further
understand that, pursuant to the provisions of Rule 24f-2, the Fund is
about to file with the Securities and Exchange Commission a Notice
making definite the registration of 170,735,933 shares of the fund (the
Shares) sold in reliance upon Rule 24f-2 during the fiscal year ended
December 31, 1993.
I am of the opinion that all necessary Fund action precedent to the issue
of the Shares has been duly taken, and that all the Shares were legally
and validly issued, and are fully paid and nonassessable except as
described in the Fund's Statement of Additional Information under the
heading "Shareholder and Trustee Liability." In rendering this opinion,
I rely on the representation by the Fund that it or its agent received
consideration for the Shares in accordance with the Fund's Declaration
of Trust and I express no opinion as to compliance with the Securities
Act of 1933, the Investment Company Act of 1940, or applicable state
"Blue Sky" or securities laws in connection with sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice which
you are about to file under the 1940 Act with said Commission.
Sincerely,
Arthur S. Loring, Esq.
Vice President - Legal
