FIDELITY CONTRAFUND
N-30D, 1995-08-10
Previous: CONTINENTAL MATERIALS CORP, SC 13D, 1995-08-10
Next: COOPER TIRE & RUBBER CO, 10-Q, 1995-08-10


 
 
 
FIDELITY
 
 
(registered trademark)
CONTRAFUND
 
SEMIANNUAL REPORT
JUNE 30, 1995
CONTENTS
 
 
PRESIDENT'S MESSAGE    3    Ned Johnson on investing                 
                            strategies.                              
 
PERFORMANCE            4    How the fund has done over time.         
 
FUND TALK              6    The manager's review of fund             
                            performance, strategy and outlook.       
 
INVESTMENT CHANGES     9    A summary of major shifts in the         
                            fund's investments over the past six     
                            months.                                  
 
INVESTMENTS            10   A complete list of the fund's            
                            investments with their market            
                            values.                                  
 
FINANCIAL STATEMENTS   30   Statements of assets and liabilities,    
                            operations, and changes in net           
                            assets,                                  
                            as well as financial highlights.         
 
NOTES                  34   Notes to the financial statements.       
 
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL 
INFORMATION OF THE SHAREHOLDERS OF THE FUND. THIS REPORT IS NOT AUTHORIZED
FOR DISTRIBUTION 
TO PROSPECTIVE INVESTORS IN THE FUND UNLESS PRECEDED OR ACCOMPANIED BY AN
EFFECTIVE 
PROSPECTUS. 
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED BY, 
ANY DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY THE FDIC, THE 
FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO 
INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF PRINCIPAL. 
NEITHER THE FUND NOR FIDELITY DISTRIBUTORS CORPORATION IS A BANK. FOR MORE
INFORMATION ON 
ANY FIDELITY FUND, INCLUDING CHARGES AND EXPENSES, CALL 1-800-544-8888 FOR
A FREE 
PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.
PRESIDENT'S MESSAGE
 
 
 
DEAR SHAREHOLDER:
Although there have been positive market indications so far in 1995, no one
 
can predict what lies ahead for investors. Last year, stocks posted
below-average returns and bonds had one of the worst years in history. This
downturn followed a period in which the investing environment was generally
very positive.
These market ups and downs are a normal part of investing, and there are
some basic principles that are helpful for investors to remember in
different types of markets.
If you can leave your money invested over the long term, you can avoid the
results of the volatility that generally accompanies the stock market in
the short term, as we witnessed last year. You also can help to manage some
of the risks of investing through diversification. A stock fund is already
diversified because it invests in many issues. You can diversify even
further by placing some of your money in several different types of stock
funds or in other investment categories, such as bonds.
If you have a short investment time horizon, you might want to consider
moving some of your investment into a money market fund, which seeks income
and a stable share price by investing in high-quality, short-term
investments. Of course, there is no assurance that a money market fund will
achieve its goal, and it is important to remember that money market funds
are not insured or guaranteed by any agency of the U.S. government.
Finally, no matter what your investment horizon or portfolio diversity, it
makes good sense to follow a regular investment plan - investing a certain
amount of money at the same time each month or quarter - and to review your
portfolio periodically. A periodic investment plan will not, of course,
assure a profit or protect against a loss.
If you have any questions, please call us at 1-800-544-8888. We stand ready
to provide the information you need to make the investments that are right
for you.
Best regards,
Edward C. Johnson 3d
PERFORMANCE: THE BOTTOM LINE
 
 
There are several ways to evaluate a fund's historical performance. You can
look at the total percentage of change in value, the average annual
percentage change, or the growth of a hypothetical $10,000 investment. Each
performance figure includes changes in a fund's share price, plus
reinvestment of any dividends (or income) and capital gains (the profits
the fund earns when it sells stocks that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED JUNE 30, 1995          PAST 6   PAST 1   PAST 5    PAST 10   
                                     MONTHS   YEAR     YEARS     YEARS     
 
Contrafund                           20.74%   25.42%   149.69%   486.89%   
 
Contrafund (incl. 3% sales charge)   17.12%   21.66%   142.19%   469.28%   
 
S&P 500(registered trademark)        20.21%   26.07%   76.98%    293.40%   
 
Average Growth Fund                  17.47%   22.26%   71.92%    243.85%   
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one, five, or 10 years. For
example, if you invested $1,000 in a fund that had a 5% return over the
past year, the value of your investment would be $1,050. You can compare
the fund's returns to the performance of the Standard & Poor's Composite
Index of 500 Stocks - a common proxy for the U.S. stock market. To measure
how the fund's performance stacked up against its peers, you can compare it
to the average growth fund, which reflects the performance of 583 growth
funds with similar objectives tracked by Lipper Analytical Services over
the past six months. Both benchmarks include reinvested dividends and
capital gains, if any, and exclude the effects of sales charges.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED JUNE 30, 1995          PAST 1   PAST 5   PAST 10   
                                     YEAR     YEARS    YEARS     
 
Contrafund                           25.42%   20.08%   19.36%    
 
Contrafund (incl. 3% sales charge)   21.66%   19.35%   19.00%    
 
S&P 500(registered trademark)        26.07%   12.09%   14.68%    
 
Average Growth Fund                  22.26%   11.14%   12.72%    
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had performed at a
constant rate each year. 
$10,000 OVER 10 YEARS
              Contrafund (022)Standard & Poor's 
     06/30/85         9700.00          10000.00
     07/31/85         9805.63           9985.00
     08/31/85         9990.47           9900.13
     09/30/85         9488.75           9590.25
     10/31/85         9999.27          10033.32
     11/30/85        10527.40          10721.61
     12/31/85        10927.18          11240.54
     01/31/86        11026.03          11303.48
     02/28/86        12109.97          12148.98
     03/31/86        12650.15          12826.90
     04/30/86        12414.44          12681.95
     05/31/86        12728.73          13356.63
     06/30/86        12669.80          13582.36
     07/31/86        11736.75          12823.10
     08/31/86        12502.83          13774.58
     09/30/86        11756.39          12635.42
     10/31/86        12542.12          13364.49
     11/30/86        12542.12          13689.24
     12/31/86        12382.41          13340.17
     01/31/87        14170.13          15137.09
     02/28/87        15036.51          15735.00
     03/31/87        15285.80          16189.74
     04/30/87        15319.79          16045.65
     05/31/87        15455.77          16185.25
     06/30/87        16022.33          17002.61
     07/31/87        16804.18          17864.64
     08/31/87        17416.07          18530.99
     09/30/87        17064.80          18125.16
     10/31/87        12135.72          14221.00
     11/30/87        11467.18          13049.19
     12/31/87        12147.05          14042.23
     01/31/88        12928.91          14633.41
     02/29/88        13518.13          15315.33
     03/31/88        13540.79          14842.09
     04/30/88        13812.74          15006.83
     05/31/88        13620.11          15137.39
     06/30/88        14277.32          15832.20
     07/31/88        14379.30          15772.04
     08/31/88        14062.03          15235.79
     09/30/88        14639.92          15884.83
     10/31/88        15025.18          16326.43
     11/30/88        14911.87          16092.96
     12/31/88        14700.63          16374.59
     01/31/89        15676.80          17573.21
     02/28/89        15583.83          17135.64
     03/31/89        16408.93          17534.90
     04/30/89        17466.44          18444.96
     05/31/89        18372.89          19191.98
     06/30/89        18256.68          19082.58
     07/31/89        19930.11          20805.74
     08/31/89        20499.54          21213.53
     09/30/89        20894.65          21126.56
     10/31/89        20267.12          20636.42
     11/30/89        20731.96          21057.41
     12/31/89        21044.23          21562.78
     01/31/90        19928.06          20115.92
     02/28/90        20341.92          20375.42
     03/31/90        20780.86          20915.36
     04/30/90        20567.66          20392.48
     05/31/90        22511.56          22380.75
     06/30/90        22800.01          22228.56
     07/31/90        22373.60          22157.43
     08/31/90        20630.37          20154.40
     09/30/90        19765.02          19172.88
     10/31/90        19865.35          19090.43
     11/30/90        21044.23          20323.68
     12/31/90        21872.54          20890.71
     01/31/91        24003.07          21801.54
     02/28/91        25818.42          23360.35
     03/31/91        27331.22          23925.67
     04/30/91        27482.50          23983.09
     05/31/91        29234.83          25019.16
     06/30/91        27595.96          23873.28
     07/31/91        29549.99          24985.78
     08/31/91        31037.58          25577.94
     09/30/91        31125.82          25150.79
     10/31/91        32020.90          25487.81
     11/30/91        30331.60          24460.65
     12/31/91        33884.61          27258.95
     01/31/92        34850.86          26751.94
     02/29/92        35981.81          27099.71
     03/31/92        35005.29          26571.27
     04/30/92        35385.05          27352.46
     05/31/92        35764.80          27486.49
     06/30/92        34896.79          27076.94
     07/31/92        35778.37          28184.39
     08/31/92        35113.80          27606.61
     09/30/92        35710.55          27932.36
     10/31/92        36510.75          28030.13
     11/30/92        38273.90          28985.95
     12/31/92        39270.21          29342.48
     01/31/93        40513.93          29588.96
     02/28/93        40781.20          29991.37
     03/31/93        42730.04          30624.19
     04/30/93        43018.75          29883.08
     05/31/93        44722.18          30683.95
     06/30/93        44736.62          30772.93
     07/31/93        45227.44          30649.84
     08/31/93        47421.68          31811.47
     09/30/93        47522.73          31566.52
     10/31/93        47941.37          32219.95
     11/30/93        46136.89          31913.86
     12/31/93        47684.32          32300.02
     01/31/94        49184.12          33398.22
     02/28/94        48831.23          32493.12
     03/31/94        46900.40          31076.42
     04/30/94        47476.53          31474.20
     05/31/94        47211.82          31990.38
     06/30/94        45390.00          31206.62
     07/31/94        46308.70          32230.19
     08/31/94        48239.52          33551.63
     09/30/94        47601.10          32729.61
     10/31/94        48955.80          33466.03
     11/30/94        46729.12          32247.20
     12/31/94        47149.54          32725.42
     01/31/95        46386.55          33573.99
     02/28/95        48255.09          34882.37
     03/31/95        50014.64          35911.75
     04/30/95        52272.46          36969.35
     05/31/95        53533.72          38447.02
     06/30/95        56928.24          39340.14
$10,000 OVER 10 YEARS:  Let's say you invested $10,000 in Fidelity
Contrafund on June 30, 1985, and paid a 3% sales charge. As the chart
shows, by June 30, 1995, the value of your investment would have grown to
$56,928 - a 469.28% increase on your initial investment. For comparison,
look at how the S&P 500 did over the same period. With dividends
reinvested, the same $10,000 investment would have grown to $39,340 - a
293.40% increase.
 
UNDERSTANDING
PERFORMANCE
How a fund did yesterday is no 
guarantee of how it will do 
tomorrow. The stock market, 
for example, has a history of 
growth in the long run and 
volatility in the short run. In 
turn, the share price and return 
of a fund that invests in stocks 
will vary. That means if you 
sell your shares during a 
market downturn, you might 
lose money. But if you can ride 
out the market's ups and 
downs, you may have a gain.
(checkmark)
FUND TALK: THE MANAGER'S OVERVIEW
 
 
An interview with Will Danoff, Portfolio Manager of Fidelity Contrafund
Q. HOW HAS THE FUND PERFORMED, WILL?
A. The fund performed well during the first half of 1995. For the six
months ended June 30, 1995, Contrafund returned 20.74%. It returned 25.42%
for the 12 months ended June 30, 1995. That beats the average growth fund
tracked by Lipper Analytical Services which returned 17.47% and 22.26% for
the same time periods, respectively.
Q. WHAT FACTORS AFFECTED PERFORMANCE IN THE FIRST HALF OF THE YEAR?
A. The fund's heavy weighting in technology stocks, which performed
strongly during the period, contributed significantly to the fund's
results. The stock market rebounded smartly in the first six months of
1995, after moving sideways since the autumn of 1993. During 1994, the
Federal Reserve raised interest rates, which led to depressed stock
valuations. So far in 1995, the economy has slowed, which has enabled
interest rates to fall and stock prices to recover. Shares of growth
companies performed particularly well in this environment because these
companies generally can sustain their earnings growth rates despite the
overall economy slowing.
Q. YOU MENTIONED TECHNOLOGY. THE FUND'S HOLDING IN THAT SECTOR INCREASED
FROM 29% OF THE FUND SIX MONTHS AGO TO ALMOST 40% BY THE END OF JUNE . . . 
A. As I explained in the last report, the outlook for most technology
companies remains bright. With the price of computing continuing to fall
and the functionality of computing rising, society is using computers with
increasing frequency, both at work and home, throughout the world. Personal
computer sales rose by more than 20% last year, and are expected to advance
at a similar rate this year. Sales of workstations, mini-computers and even
mainframes also have been strong. These robust hardware sales are, in turn,
driving sales of components used to make computers. These include
semiconductors, peripheral devices, such as printers, and software. For
example, the Semiconductor Industry Association estimates that
semiconductor sales growth will exceed 30% in 1995. 
Q. WITH A FEW EXCEPTIONS, MOST OF THE FUND'S TECHNOLOGY HOLDINGS ARE IN THE
U.S. WHY IS THAT?
A. Greater computer penetration in the global economy helps American
companies particularly because the U.S. has emerged as the world leader in
computing technology. For example, seven of the world's 10 largest personal
computer manufacturers are based in the U.S.  Intel Corporation leads the
world in manufacturing microprocessors, the "semiconductor brain" of the
personal computer. Led by Intel, the American semiconductor industry has
the lowest cost structure in the world, helped by improved yields and the
weakening dollar. Microsoft leads the world in writing personal computer
software. 
Q. HOW LONG CAN THE SECTOR SUSTAIN SUCH STRONG GROWTH?
A. Buoyed by strong sales, many technology companies are reporting
outstanding earnings gains this year. Therefore, although share prices of
many technology companies have appreciated sharply in the first half of the
year, the valuation for many stocks in the sector based on expected
earnings is still quite reasonable. For example, IBM, the fund's largest
holding, should double earnings this year and should be able to increase
earnings 15-17% next year but is trading at less than eight times the 1996
estimate after adjusting for the company's cash. Similarly, Intel, also in
the fund's top 10 holdings, is selling at only 10 times the 1996 earnings
estimate despite expected growth of over 20% next year. So, even though
stocks in the technology sector rose more than 30% in the first half of the
year, the outlook for these companies is still excellent.
Q. THE FUND'S INVESTMENTS IN THE FINANCIAL SECTOR HAVE MORE THAN TRIPLED TO
15.6% OF THE FUND. WHAT'S YOUR THINKING? 
A. The fund significantly raised its weighting in the financial sector this
year. Earlier in the year, I realized that the U.S. economy was slowing.
Housing starts began to fall, auto sales began to slow and inventories
began to build. A slowing economy generally alleviates inflationary
pressures in the economy and leads to lower interest rates. Therefore, I
bought financial stocks, such as thrifts and consumer finance companies,
whose earnings benefit from declining interest rates. The bet has paid off
nicely as the financial stocks rose about 25% in the first half of the
year. 
Q. WHAT STRATEGIES HAVEN'T WORKED OUT AS YOU WOULD HAVE LIKED?
A. Despite the good performance, the fund has had its share of
disappointments this year. At the end of 1994, the fund had about 16.0%
cash - which was too much. I had become too cautious when I should have
stayed fully invested. Additionally, there were a few instances when I sold
a stock too soon. I significantly reduced the fund's holding in Motorola
when the company announced that its cellular telephone inventories had
grown sharply. I thought that the excess inventories would lead to
deceleration of the growth rate. However, the company is still doing very
well and is a leader in wireless communications. In retrospect, I reduced
the fund's position in Motorola too much - and too quickly. 
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. Even though the market has produced excellent returns so far this year,
I am still bullish on the rest of 1995. With the economy weakening and
inflation subdued, interest rates should continue to decline. Lower
interest rates support higher stock valuations. Lower interest rates also
will re-stimulate the economy, propelling corporate earnings higher. When
the economy reaccelerates, stocks of technology companies and economically
sensitive companies, such as auto and machinery manufacturers, should
perform particularly well. These U.S. companies are more efficient than
ever and, with the dollar so weak, in many cases they have the lowest cost
structures in the world. These low costs coupled with steady worldwide
economic growth should lead to improved profits and stock prices. 
 
FUND FACTS
GOAL: to increase the value 
of the fund's shares over the 
long term by investing in 
companies undergoing 
positive changes and 
turnarounds
START DATE: May 17, 1967
SIZE: as of June 30, 1995, 
more than $11 billion
MANAGER: Will Danoff, since 
October 1990; assistant 
Fidelity Magellan Fund, 1990; 
manager, Fidelity Select 
Retailing Portfolio, 
1986-1989; joined Fidelity in 
1986
(checkmark)
WILL DANOFF ON INVESTING IN 
CORPORATE TURNAROUNDS:
"I am constantly looking for 
new investment opportunities 
and very often I seek out 
corporate turnarounds. I look 
for catalysts such as a new 
management team, a new 
product, or the sale of an 
unprofitable division. In most of 
my holdings I try to find any 
positive change that I think will 
lead to an acceleration in the 
company's earnings.
"Let me review a couple of 
examples in the fund's top 10 
holdings as of June. General 
Motors appointed a new CEO 
about two years ago who has 
cut costs significantly, reduced 
its pension liability 
meaningfully and revitalized 
the product line. As a result, 
earnings have surged. I've 
added GM to the fund in the 
past six months because the 
company has become much 
more competitive internationally 
due in part to the decline of the 
dollar against the Japanese 
yen. Scott Paper is another 
example. Under new 
management, the company has 
recently sold underperforming 
assets, cut costs, introduced 
new products and reduced its 
debt by $2 billion. 
"Investing in a turnaround 
company during the early 
phases can be very profitable. 
Earnings can double or triple 
from a very depressed base in 
companies that wouldn't 
ordinarily be considered growth 
companies. I always like 
having a healthy number of 
turnaround companies in the 
fund's top holdings."
INVESTMENT CHANGES
 
 
TOP TEN STOCKS AS OF JUNE 30, 1995
                                   % OF FUND'S   % OF FUND'S       
                                   INVESTMENTS   INVESTMENTS       
                                                 IN THESE STOCKS   
                                                 6 MONTHS AGO      
 
International Business Machines    3.1           2.3               
Corp.                                                              
 
Intel Corp.                        1.9           0.0               
 
General Motors Corp.               1.6           0.0               
 
Microsoft Corp.                    1.4           0.7               
 
Philip Morris Companies, Inc.      1.4           1.4               
 
Hewlett-Packard Co.                1.1           1.0               
 
LSI Logic Corp.                    1.1           0.8               
 
Micron Technology, Inc.            0.9           0.4               
 
Scott Paper Co.                    0.9           0.7               
 
Philips Electronics NV             0.9           0.7               
 
TOP FIVE MARKET SECTORS AS OF JUNE 30, 1995
                                   % OF FUND'S   % OF FUND'S               
                                   INVESTMENTS   INVESTMENTS               
                                                 IN THESE MARKET SECTORS   
                                                 6 MONTHS AGO              
 
Technology                         39.4          29.0                      
 
Finance                            15.6          4.3                       
 
Industrial Machinery & Equipment   5.8           3.9                       
 
Durables                           4.8           2.5                       
 
Energy                             4.1           6.3                       
 
ASSET ALLOCATION
AS OF JUNE 30, 1995* AS OF DECEMBER 31, 1994** 
Row: 1, Col: 1, Value: 3.1
Row: 1, Col: 2, Value: 1.7
Row: 1, Col: 3, Value: 50.0
Row: 1, Col: 4, Value: 45.2
Stocks 83.1%
Bonds 0.7%
Short-term
Investments 16.2%
FOREIGN
INVESTMENTS 8.8%
Stocks 96.6%
Bonds 0.3%
Short-term
Investments 3.1%
FOREIGN
INVESTMENTS 7.2%
Row: 1, Col: 1, Value: 16.2
Row: 1, Col: 2, Value: 2.1
Row: 1, Col: 3, Value: 50.0
Row: 1, Col: 4, Value: 31.7
*
**
INVESTMENTS JUNE 30, 1995 (UNAUDITED)
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 96.4%
 SHARES VALUE (NOTE 1)
  (000S)
AEROSPACE & DEFENSE - 2.3%
AEROSPACE & DEFENSE - 1.5%
Boeing Co.   400,000 $ 25,050
McDonnell Douglas Corp.   400,000  30,700
Rockwell International Corp.   900,000  41,175
Special Devices, Inc. (a)(b)  642,200  14,289
Sturm Ruger & Co., Inc.   649,900  21,203
Sundstrand Corp.   560,000  33,460
Teleflex, Inc.   83,000  3,569
  169,446
DEFENSE ELECTRONICS - 0.8%
Loral Corp.   1,025,000  53,044
Tech-Sym Corp. (a)(b)  330,000  9,033
Tracor, Inc. (a)(b)  1,004,100  13,681
Trimble Navigation Ltd. (a)  800,000  22,700
  98,458
TOTAL AEROSPACE & DEFENSE   267,904
BASIC INDUSTRIES - 3.1%
CHEMICALS & PLASTICS - 1.3%
Agrium, Inc. (a)  274,300  9,293
Cabot Corp.   74,300  3,919
Cambrex Corp. (b)  486,200  16,409
du Pont (E.I.) de Nemours & Co.   165,000  11,344
Engelhard Corp.   690,000  19,722
First Mississippi Corp.   133,600  4,559
Grace (W.R.) & Co.   350,000  21,481
Hercules, Inc.   246,000  11,993
Mississippi Chemical Corp.   105,000  2,093
Potash Corp. of Saskatchewan  660,000  36,907
Raychem Corp.   50,000  1,919
Tredegar Industries, Inc.   274,500  6,828
Union Carbide Corp.   70,800  2,363
Vigoro Corp.   75,000  3,113
  151,943
IRON & STEEL - 0.2%
Armco, Inc. (a)  1,060,400  7,158
J & L Specialty Steel, Inc.   838,500  16,141
  23,299
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
BASIC INDUSTRIES - CONTINUED
METALS & MINING - 0.4%
Alcan Aluminium Ltd.   770,000 $ 23,282
Alumax, Inc. (a)  304,300  9,471
Aluminum Co. of America  86,000  4,311
Martin Marietta Materials, Inc.   177,900  3,558
Phelps Dodge Corp.   50,000  2,931
  43,553
PAPER & FOREST PRODUCTS - 1.2%
Boise Cascade Corp.   75,000  3,038
Bowater, Inc.   20,000  898
Champion International Corp. (a)  150,000  7,819
Georgia-Pacific Corp.   169,100  14,669
International Paper Co.   90,000  7,718
Scott Paper Co.   2,175,000  107,663
Union Camp Corp.   100,000  5,788
  147,593
TOTAL BASIC INDUSTRIES   366,388
CONGLOMERATES - 0.3%
Allied-Signal, Inc.   100,000  4,450
Crane Co.   25,000  906
Tyco International Ltd. (a)  120,500  6,507
United Technologies Corp.   365,000  28,516
   40,379
CONSTRUCTION & REAL ESTATE - 1.3%
BUILDING MATERIALS - 0.5%
Armstrong World Industries, Inc.   300,000  15,038
Centex Construction Products (a)  392,800  4,959
Elcor Corp. (a)  331,700  7,380
Manville Corp. (a)  820,700  11,285
Masco Corp.   85,000  2,295
USG Corp. (a)  550,000  13,063
United Dominion Industries Ltd.   100,000  2,240
  56,260
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
CONSTRUCTION - 0.1%
Oakwood Homes Corp.   681,500 $ 17,463
ENGINEERING - 0.3%
Fluor Corp.   296,900  15,439
Glenayre Technologies, Inc. (a)  386,100  19,691
  35,130
REAL ESTATE INVESTMENT TRUSTS - 0.4%
CWM Mortgage Holdings, Inc.   720,000  9,180
Crescent Real Estate Equities, Inc.   894,500  28,512
National Golf Properties, Inc.  144,700  3,039
Shurgard Storage Centers, Inc.   235,600  5,419
  46,150
TOTAL CONSTRUCTION & REAL ESTATE   155,003
DURABLES - 4.8%
AUTOS, TIRES, & ACCESSORIES - 3.5%
Allen Group, Inc. (The)  695,100  20,592
Borg-Warner Automotive, Inc.   125,000  3,563
Chrysler Corp.   2,149,200  102,893
Dana Corp.   916,900  26,246
Echlin, Inc.   448,500  15,585
General Motors Corp.   3,899,819  182,804
Goodyear Tire & Rubber Co.   570,000  23,513
Lear Seating Corp. (a)  575,600  13,167
Magna International, Inc. Class A  41,000  1,803
Snap-on Tools Corp.   15,700  608
TRW, Inc.   180,800  14,441
Toyota Motor Corp.   103,000  2,065
  407,280
CONSUMER ELECTRONICS - 0.2%
Black & Decker Corp.   450,000  13,894
Toro Co.   556,300  15,576
  29,470
HOME FURNISHINGS - 0.1%
Bombay Company, Inc. (The) (a)  1,034,100  8,144
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
DURABLES - CONTINUED
TEXTILES & APPAREL - 1.0%
Chaus (Bernard), Inc. (a)(b)  1,312,500 $ 6,563
Converse, Inc. (a)  95,500  704
Fila Holding SPA sponsored ADR  229,700  5,714
Mohawk Industries, Inc. (a)  415,300  6,126
NIKE, Inc. Class B  325,000  27,300
Nine West Group, Inc. (a)  545,000  19,893
Unifi, Inc.   489,000  11,736
Vista Resources, Inc. (a)  174,000  3,524
Warnaco Group, Inc. Class A  1,564,000  31,280
  112,840
TOTAL DURABLES   557,734
ENERGY - 4.1%
ENERGY SERVICES - 2.5%
Baker Hughes, Inc.   1,433,700  29,391
ENSCO International, Inc. (a)  1,500,700  23,824
Halliburton Co.   450,000  16,088
Nabors Industries, Inc. (a)  536,300  4,424
Reading & Bates Corp. (a)  1,333,300  12,333
Schlumberger Ltd.   1,100,000  68,338
Smith International, Inc. (a)(b)  3,150,000  52,763
Sonat Offshore Drilling, Inc.   900,000  25,875
Tidewater, Inc.   2,092,800  52,582
Weatherford International, Inc. (a)  584,100  7,374
  292,992
INDEPENDENT POWER - 0.2%
Thermo Electron Corp. (a)  550,000  22,138
OIL & GAS - 1.4%
Camco International, Inc. (b)  2,430,000  56,801
Canada Occidental Petroleum Ltd.   597,500  18,556
Chesapeake Energy Corp. (a)(b)  597,700  15,391
Newfield Exploration Co. (a)  293,800  8,337
Norsk Hydro AS ADR  152,000  6,346
Northstar Energy Corp. (a)  926,200  7,507
Pogo Producing Co.   520,500  11,906
Renaissance Energy Ltd. (a)  1,120,000  23,155
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Rio Alto Exploration Ltd. (a)  909,300 $ 2,849
Vastar Resources, Inc.   275,000  8,491
  159,339
TOTAL ENERGY   474,469
FINANCE - 15.6%
BANKS - 4.1%
Banc One Corp.   650,000  20,963
Bangkok Bank Ltd.   800,000  8,815
BankAmerica Corp.   1,300,000  68,413
Bank of Asia PCL (For. Reg.)  265,350  752
Bank of Boston Corp.   900,000  33,750
Bank of New York Co., Inc.   1,463,200  59,077
Bankers Trust New York Corp.   375,000  23,250
BayBanks, Inc.   60,500  4,795
Capital One Financial Corp.   450,000  8,775
Chase Manhattan Corp.   800,000  37,600
Chemical Banking Corp.   1,485,000  70,166
Citicorp  475,000  27,491
First Bank System, Inc.   894,500  36,675
Fleet Financial Group, Inc.   331,500  12,307
MLF Bancorp, Inc.   165,400  3,184
NationsBank Corp.   800,000  42,900
Republic New York Corp.   160,000  8,960
Thai Farmers Bank PCL  1,000,000  9,560
  477,433
CREDIT & OTHER FINANCE - 2.9%
Aames Financial Corp.   294,900  5,345
American Express Co.   1,835,000  64,454
Beneficial Corp.   535,000  23,540
Countrywide Credit Industries, Inc.   449,600  9,442
Equitable Companies, Inc.   844,600  17,631
First USA, Inc.   850,000  37,719
Green Tree Acceptance, Inc.   1,340,000  59,463
Greenpoint Financial Corp.   1,145,000  27,051
Household International, Inc.   1,340,000  66,330
Industrial Finance Corp. (For. Reg.) (a)  2,700,000  7,110
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - CONTINUED
CREDIT & OTHER FINANCE - CONTINUED
MBNA Corp.   425,000 $ 14,344
Mercury Finance Co.   550,000  10,588
  343,017
FEDERAL SPONSORED CREDIT - 1.6%
Federal Home Loan Mortgage Corporation  925,000  63,594
Federal National Mortgage Association  1,025,000  96,734
Student Loan Marketing Association  425,000  19,922
  180,250
INSURANCE - 3.1%
Aetna Life & Casualty Co.   425,000  26,722
Allstate Corp.   2,050,000  60,731
American International Group, Inc.   349,200  39,809
American Reinsurance Corp.   518,600  19,318
CIGNA Corp.   150,000  11,644
General Re Corp.   88,400  11,835
Loews Corp.   137,800  16,674
MGIC Investment Corp.   925,000  43,359
PMI Group, Inc.   385,100  16,704
Reliastar Financial Corp.   313,500  11,991
TIG Holdings, Inc.   455,000  10,465
Transatlantic Holdings, Inc.   107,500  6,988
Travelers, Inc. (The)  2,050,000  89,688
  365,928
SAVINGS & LOANS - 1.4%
Charter One Financial Corp.   832,004  20,384
Coast Savings Financial, Inc. (a)  476,300  9,824
Glendale Federal Bank (a)  1,400,000  17,500
Golden West Financial Corp.   500,000  23,563
Great Western Financial Corp.   1,600,000  33,000
Long Island Bancorp, Inc. (b)  1,336,600  25,395
Standard Federal Bancorporation, Inc.   529,100  17,791
Standard Financial, Inc. (a)   771,600  10,224
Washington Federal, Inc.   451,500  9,933
  167,614
SECURITIES INDUSTRY - 2.5%
Alex. Brown, Inc.   440,000  18,260
Alliance Capital Management LP (a)  624,900  11,873
Alliance Entertainment Corp. (a)  1,200,000  11,250
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - CONTINUED
SECURITIES INDUSTRY - CONTINUED
Bear Stearns Companies, Inc.   1,428,945 $ 30,544
Edwards (A.G.), Inc.   912,100  20,522
Lehman Brothers Holdings, Inc.   359,400  7,862
Merrill Lynch & Co., Inc.   1,911,000  100,328
Morgan Stanley Group, Inc.   373,900  30,286
Quick & Reilly Group, Inc. (The)  400,000  14,500
Schwab (Charles) Corp.  1,019,000  44,198
  289,623
TOTAL FINANCE   1,823,865
HEALTH - 3.3%
DRUGS & PHARMACEUTICALS - 0.9%
Allergan, Inc.   378,100  10,256
Amgen, Inc. (a)  405,000  32,577
Bio-Rad Laboratories, Inc. Class A (a)  307,100  11,056
Circa Pharmaceuticals, Inc. (a)  896,400  28,573
Copley Pharmaceutical, Inc.   32,800  689
Diagnostic Products Corp.   196,100  7,158
Natures Sunshine Products, Inc.   10,000  158
North American Biologicals, Inc. (a)(b)  1,295,000  12,141
  102,608
MEDICAL EQUIPMENT & SUPPLIES - 1.8%
Baxter International, Inc.   1,550,000  56,381
Becton Dickinson & Co.   325,000  18,931
Benson Eyecare Corp. (a)  972,000  9,842
Cardinal Health, Inc.   500,000  23,625
Coherent, Inc. (a)  197,300  5,796
Haemonetics Corp. (a)  342,100  6,585
Medtronic, Inc.   500,000  38,563
Nellcor, Inc. (a)  459,000  20,655
Puritan-Bennett Corp. (b)  704,500  27,211
Zoll Medical Corp. (a)  150,000  1,875
  209,464
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
HEALTH - CONTINUED
MEDICAL FACILITIES MANAGEMENT - 0.6%
Columbia/HCA Healthcare Corp.   690,000 $ 29,843
Health Management Associates, Inc. Class A (a)  650,000  18,987
HEALTHSOUTH Rehabilitation Corp. (a)  1,250,000  21,719
  70,549
TOTAL HEALTH   382,621
HOLDING COMPANIES - 0.1%
Lonrho Ltd. Ord.   3,949,900  9,321
INDUSTRIAL MACHINERY & EQUIPMENT - 5.8%
ELECTRICAL EQUIPMENT - 1.7%
Adflex Solutions (a)  340,000  8,330
American Power Conversion Corp.   50,000  1,144
AMETEK, Inc.   617,000  11,106
Avid Technology, Inc. (a)(b)  1,187,500  44,531
BMC Industries, Inc.   234,200  5,884
Computer Products, Inc. (a)  1,111,200  6,945
General Signal Corp.   119,100  4,734
Philips Electronics NV  2,510,000  107,303
United Engineers BHD  1,000,000  6,358
  196,335
INDUSTRIAL MACHINERY & EQUIPMENT - 2.9%
AGCO Corp.   442,050  16,577
Case Corp.   1,106,200  32,909
Caterpillar, Inc.   1,261,100  81,026
Cincinnati Milacron, Inc.   462,200  12,479
Deere & Co.   1,045,300  89,504
Dover Corp.   15,200  1,106
Gleason Corp. (b)  438,000  9,691
Harnischfeger Industries, Inc.   875,200  30,304
Ingersoll-Rand Co.   839,300  32,103
Parker-Hannifin Corp.   891,600  32,321
  338,020
POLLUTION CONTROL - 1.2%
Browning-Ferris Industries, Inc.   1,050,000  37,931
Continental Waste Industries, Inc. (a)  288,400  3,317
Republic Waste Industries, Inc.   85,000  1,105
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
POLLUTION CONTROL - CONTINUED
Sanifill, Inc. (a)  850,000 $ 26,669
Sevenson Environmental Services, Inc. (b)  427,000  7,793
United Waste Systems, Inc. (a)(b)  1,040,000  37,440
Western Waste Industries, Inc. (a)(b)  1,326,400  26,694
  140,949
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   675,304
MEDIA & LEISURE - 4.0%
BROADCASTING - 1.9%
American Radio Systems Corp. Class A (a)  127,500  2,901
British Sky Broadcasting Group ADR (a)  530,200  13,851
Capital Cities/ABC, Inc.   560,000  58,730
Citicasters, Inc. (a)  460,650  12,668
Clear Channel Communications, Inc. (a)  233,800  15,051
EZ Communications, Inc. (a)(b)  652,200  12,066
Emmis Broadcasting Corp. Class A (a)(b)  687,000  18,721
Heritage Media Corp. Class A (a)(b)  964,500  27,850
Jacor Communications, Inc. Class A  62,900  1,006
Renaissance Communications Corp. (a)  310,600  10,405
Saga Communications, Inc. Class A (a)(b)  257,300  5,242
Sinclair Broadcast Group, Inc. Class A (a)(b)  313,900  8,789
Viacom, Inc. (a):
Class A  452,100  21,023
 Class B (non-vtg.)  400,300  18,564
  226,867
ENTERTAINMENT - 0.3%
Disney (Walt) Co.   275,000  15,297
Players International, Inc. (a)  911,150  18,223
  33,520
LEISURE DURABLES & TOYS - 0.1%
Champion Enterprises, Inc. (a)(b)  920,500  14,613
LODGING & GAMING - 0.4%
Circus Circus Enterprises, Inc. (a)  700,000  24,675
Grand Palais Enterprises, Inc. (a)(b)(c)  398,400  3,400
Hemmeter Enterprises, Inc. (warrants) (a)  398,400  -
Hospitality Franchise Systems, Inc.  135,500  4,692
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
MEDIA & LEISURE - CONTINUED
LODGING & GAMING - CONTINUED
La Quinta Motor Inns, Inc.  507,100 $ 13,692
Primadonna Resorts, Inc. (a)  222,700  5,345
  51,804
PUBLISHING - 0.6%
Belo (A.H.) Corp. Class A  385,000  11,791
Harcourt General, Inc.   139,200  5,916
Meredith Corp.   850,000  21,569
News Corp. Ltd. ADR  1,150,000  26,019
Scholastic Corp. (a)  110,000  5,968
  71,263
RESTAURANTS - 0.7%
Apple South, Inc.   267,300  5,212
Applebee's International, Inc.   351,400  9,049
Consolidated Products, Inc. (a)  276,076  3,589
Dave & Busters Inc.  15,000  291
Lone Star Steakhouse Saloon (a)  1,000,000  30,313
Longhorn Steaks, Inc. (a)  203,800  2,904
Outback Steakhouse, Inc. (a)  663,900  19,170
Quantum Restaurant Group, Inc. (a)  228,900  2,604
Starbucks Corp. (a)  165,000  5,878
  79,010
TOTAL MEDIA & LEISURE   477,077
NONDURABLES - 1.5%
FOODS - 0.0%
Ralston Purina Co.   20,000  1,020
TOBACCO - 1.5%
Dimon, Inc.   914,400  15,431
Mafco Consolidated Group, Inc.  5,000  106
Philip Morris Companies, Inc.   2,145,000  159,534
  175,071
TOTAL NONDURABLES   176,091
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
PRECIOUS METALS - 0.8%
Agnico Eagle Mines Ltd.   227,300 $ 3,043
Barrick Gold Corp.   1,300,000  32,914
Euro-Nevada Mining Corp.   370,400  11,335
Kinross Gold Corp. (a)  3,300,000  24,645
Newmont Mining Corp.   450,000  18,844
   90,781
RETAIL & WHOLESALE - 3.5%
APPAREL STORES - 0.7%
AnnTaylor Stores Corp. (a)  1,060,000  24,645
Cato Corp. Class A (b)  2,196,900  17,850
Charming Shoppes, Inc.   317,700  1,668
Goody's Family Clothing (b)  1,145,300  12,598
Next PLC  2,835,000  15,437
Talbots, Inc.   167,500  6,658
  78,856
DRUG STORES - 0.4%
General Nutrition Companies, Inc. (a)  81,700  2,870
Revco (D.S.), Inc. (a)  1,935,900  46,462
  49,332
GENERAL MERCHANDISE STORES - 0.2%
Price/Costco, Inc.   48,000  780
Stein Mart, Inc. (a)  477,000  6,440
Woolworth Corp.   1,550,000  23,444
  30,664
GROCERY STORES - 1.3%
Loblaw Companies Ltd.   643,300  13,007
Provigo, Inc.  616,200  3,648
Richfood Holdings, Inc. Class A (b)  1,721,800  38,095
Rykoff-Sexton, Inc. (b)  1,015,375  17,896
Safeway, Inc. (a)  800,000  29,900
Stop & Shop Companies, Inc. (a)  1,739,300  44,570
Vons Companies, Inc. (a)  238,200  4,794
  151,910
RETAIL & WHOLESALE, MISCELLANEOUS - 0.9%
Circuit City Stores, Inc.   570,900  18,055
Fabri-Centers of America, Inc. (a)  210,200  4,362
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - CONTINUED
Global Directmail Corp.  166,800 $ 3,294
Office Depot, Inc. (a)  200,000  5,625
Officemax, Inc. (a)  685,000  19,094
Staples, Inc. (a)  770,200  22,240
Sunglass Hut International, Inc. (a)  452,100  15,824
Williams-Sonoma, Inc. (a)  739,000  16,258
  104,752
TOTAL RETAIL & WHOLESALE   415,514
SERVICES - 1.5%
PRINTING - 0.2%
ASM Lithography Holding NV (a)  266,400  9,557
Devon Group, Inc. (a)  286,350  8,447
Moore Corporation Ltd.   194,100  4,260
  22,264
SERVICES - 1.3%
Block (H & R), Inc.   752,500  30,947
CDI Corp. (a)  377,600  7,741
Comdata Holdings Corp. (a)  200,000  3,034
Craig (Jenny), Inc. (a)  174,700  1,441
First Financial Management Corp.   215,000  18,383
Kelly Services, Inc. Class A  79,400  2,045
Medaphis Corp. (a)(b)  2,480,600  53,953
Robert Half International, Inc. (a)  1,064,200  27,270
Zebra Technologies Corp. Class A (a)  186,300  9,920
  154,734
TOTAL SERVICES   176,998
TECHNOLOGY - 39.1%
COMMUNICATIONS EQUIPMENT - 5.5%
ADC Telecommunications, Inc. (a)  935,000  33,426
Andrew Corp. (a)  216,600  12,536
Apertus Technologies, Inc. (a)(b)  782,900  6,850
Aspect Telecommunications Corp. (a)  341,300  15,273
Cisco Systems, Inc. (a)  1,530,000  77,361
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
COMMUNICATIONS EQUIPMENT - CONTINUED
DSC Communications Corp. (a)  866,000 $ 40,269
Dynatech Corp. (a)  764,300  14,331
Ericsson (L.M.) Telephone Co. Class B ADR  1,405,000  28,100
General Instrument Corp. (a)  900,000  34,538
Global Village Communication (a)  618,300  9,661
ITI Technologies (a)(b)  435,000  10,331
Inter-Tel, Inc. (a)  355,600  5,378
Microcom, Inc. (a)(b)  1,206,800  18,102
Microdyne Corp. (a)  236,900  4,590
Nokia Corp. AB:
sponsored ADR  1,170,000  69,761
 Series A  850,000  49,818
 Series K  825,000  48,353
Northern Telecom Ltd.   450,400  16,326
Octel Communications Corp. (a)  215,800  6,312
Perceptron, Inc. (a)(b)  391,100  8,311
Tellabs, Inc. (a)  1,074,700  51,720
3Com Corp. (a)  950,000  63,650
U.S. Robotics Corp.   175,000  19,075
  644,072
COMPUTER SERVICES & SOFTWARE - 6.1%
Acxiom Corp. (a)  438,500  10,469
America Online, Inc. (a)  675,500  29,722
American Management Systems, Inc. (a)  761,700  19,138
Ascend Communications, Inc. (a)  672,500  33,961
Broderbund Software, Inc. (a)  500,000  31,875
CACI International, Inc. Class A (a)(b)  668,300  8,187
CUC International, Inc. (a)  298,950  8,371
Cambridge Technology Partners Mass., Inc. (a)   79,800  2,633
Ceridian Corp. (a)  664,400  24,500
Cerner Corp. (a)  87,500  5,359
Computer Sciences Corp.   20,000  1,138
CyCare Systems, Inc. (a)(b)  481,200  13,113
HBO & Co.   55,900  3,047
Health Management Systems, Inc. (a)  194,250  5,682
Henry (Jack) & Associates, Inc.   10,000  146
Informix Corp. (a)  355,100  9,011
Intersolv, Inc. (a)(b)  792,900  18,435
Manugistics Group, Inc.   10,000  141
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
Maxis, Inc. (a)  120,300 $ 3,203
Mentor Graphics Corp. (a)  712,000  12,282
Mercury Interactive Group Corp. (a)  540,300  10,874
Microsoft Corp. (a)  1,850,000  167,194
Novell, Inc. (a)  44,700  891
Oracle Systems Corp. (a)  1,824,900  70,487
Parametric Technology Corp. (a)  707,600  35,203
Primark Corp. (a)  148,500  2,692
Reuters Holdings PLC ADR Class B  725,000  36,341
SEI Corp.   37,600  846
SPSS, Inc. (a)(b)  365,900  5,397
7TH Level Inc.  82,700  1,171
Shared Medical Systems Corp. (b)  1,277,600  51,264
Sierra On-Line, Inc. (a)  226,000  5,650
Softkey International, Inc. (a)  30,000  956
Spectrum Holobyte, Inc. (a)  535,400  7,663
State of The Art, Inc. (a)  495,400  4,892
Stratacom, Inc. (a)  608,600  29,669
Symantec Corp. (a)  1,425,000  41,147
  712,750
COMPUTERS & OFFICE EQUIPMENT - 10.9%
ADAPTEC, Inc. (a)  732,000  27,084
Amdahl Corp. (a)  224,300  2,495
Apple Computer, Inc.   1,000,000  46,438
Boca Research, Inc.   95,000  2,365
Comdisco, Inc.   264,300  8,028
Compaq Computer Corp. (a)  1,752,500  79,520
Conner Peripherals, Inc. (a)  2,000,000  24,750
Dell Computer Corp. (a)  350,000  21,044
Diebold, Inc.   323,900  14,090
Digital Equipment Corp. (a)  1,859,300  75,766
Discreet Logic  12,200  256
Filenet Corp. (a)(b)  803,700  32,449
Gateway 2000, Inc.   375,000  8,531
General Motors Corp. Class E  900,000  39,150
Hewlett-Packard Co.   1,750,000  130,375
In Focus Systems, Inc. (a)(b)  1,053,600  28,447
International Business Machines Corp.   3,800,000  364,800
Komag, Inc. (a)  527,000  27,404
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Kronos, Inc. (a)(b)  498,400 $ 18,503
PSC, Inc. (a)(b)  654,600  9,328
Quantum Corp. (a)  387,600  8,866
SCI Systems, Inc. (a)  286,800  7,170
Seagate Technology (a)  1,136,400  44,604
Silicon Graphics, Inc. (a)  2,250,000  89,719
Sun Microsystems, Inc. (a)  1,904,600  92,373
Symbol Technologies, Inc. (a)  760,400  29,180
Western Digital Corp. (a)  1,178,500  20,476
Xerox Corp.   177,000  20,753
  1,273,964
ELECTRONIC INSTRUMENTS - 3.2%
Applied Materials, Inc. (a)  700,000  60,638
Credence Systems Corp. (a)  565,000  17,091
Fluke (John) Mfg. Co., Inc.   231,000  9,702
KLA Instruments Corp. (a)  600,000  46,350
Lam Research Corp. (a)  328,900  21,050
Measurex Corp.   113,300  3,441
Novellus System, Inc. (a)  246,000  16,667
Silicon Valley Group, Inc. (a)  1,100,000  39,875
Tektronix, Inc.   549,800  27,078
Teradyne, Inc. (a)  844,200  55,190
Varian Associates, Inc.   1,420,000  78,455
  375,537
ELECTRONICS - 13.0%
Actel Corp. (a)(b)  1,374,000  17,862
Altera Corp. (a)  887,400  38,380
Altron Inc. (a)  333,000  7,992
AMP, Inc.   1,600,000  67,600
Analog Devices, Inc. (a)  1,430,000  48,620
Arrow Electronics, Inc. (a)  1,162,700  57,844
Atmel Corp. (a)  880,000  48,730
Avnet, Inc.   851,100  41,172
C-Cube Microsystems, Inc. (a)  395,200  10,769
Cascade Communications Corp. (a)  495,600  21,435
Chips & Technologies, Inc. (a)(b)  1,682,900  22,088
Cirrus Logic, Inc. (a)  90,000  5,642
Cypress Semiconductor Corp. (a)  87,500  3,544
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
ELECTRONICS - CONTINUED
Dovatron International, Inc. (a)  190,200 $ 4,660
Integrated Device Technology, Inc. (a)  1,157,400  53,530
Intel Corp.   3,495,000  221,277
International Rectifier Corp. (a)  990,000  32,175
Kemet Corp. (a)  603,500  31,684
Kent Electronics Corp. (a)  43,800  1,659
LSI Logic Corp. (a)  3,250,000  127,156
Lattice Semiconductor Corp. (a)  216,900  7,456
Linear Technology Corp.   902,400  59,558
Maxim Integrated Products, Inc. (a)  769,900  39,265
Microchip Technology, Inc. (a)  396,000  14,405
Micron Technology, Inc.   2,000,000  109,750
National Semiconductor Corp. (a)  2,642,000  73,316
Opti, Inc. (a)  457,700  10,413
Rexel, Inc. (a)  234,000  2,223
SGS-Thomson Microelectronic NV (a)  1,175,000  47,734
S-3, Inc. (a)  1,000,000  36,000
Samsung Electronics (d)  125,000  12,000
Tencor Instruments (a)  195,000  7,995
Texas Instruments, Inc.   718,400  96,176
Thomas & Betts Corp.   400,000  27,350
Vishay Intertechnology, Inc.   660,000  23,843
Wyle Laboratories  278,000  7,819
Xilinx, Inc. (a)  865,000  81,310
  1,520,432
PHOTOGRAPHIC EQUIPMENT - 0.4%
Eastman Kodak Co.   900,000  54,563
TOTAL TECHNOLOGY   4,581,318
TRANSPORTATION - 4.0%
AIR TRANSPORTATION - 2.1%
AMR Corp. (a)  840,900  62,752
Alaska Air Group, Inc.   85,000  1,562
Atlantic Southeast Airlines, Inc.   883,200  26,606
Comair Holdings, Inc.   847,200  32,088
Delta Air Lines, Inc.   570,000  42,038
KLM Royal Dutch Airlines  74,600  2,434
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TRANSPORTATION - CONTINUED
AIR TRANSPORTATION - CONTINUED
KLM Royal Dutch Airlines Ord.   337,300 $ 10,962
Mesa Airlines, Inc.   1,200  11
Northwest Airlines Corp. Class A (a)  488,900  17,295
Southwest Airlines Co.   1,179,200  28,153
ValuJet Airlines (a)  555,000  18,246
  242,147
RAILROADS - 1.9%
Bombardier, Inc. Class B  1,150,000  27,964
Burlington Northern, Inc.   986,500  62,519
CSX Corp.   1,030,000  77,379
Santa Fe Pacific Corp.   387,400  9,879
Southern Pacific Rail Corp. (a)  850,000  13,388
Wisconsin Central Transportation Corp. (a)  650,000  31,850
  222,979
TOTAL TRANSPORTATION   465,126
UTILITIES - 1.3%
CELLULAR - 1.0%
AirTouch Communications, Inc. (a)  2,250,000  64,125
Arch Communications Group, Inc. (a)  50,000  1,106
Commnet Cellular, Inc. (a)  215,000  6,020
Mobile Telecommunications Technologies, Inc.   349,200  9,559
Palmer Wireless, Inc.   18,200  298
Vanguard Cellular Systems, Inc. Class A (a)  492,600  11,822
Vodafone Group PLC sponsored ADR  650,000  24,619
  117,549
TELEPHONE SERVICES - 0.3%
LCI International, Inc. (a)  68,600  2,101
WorldCom, Inc. (a)  1,050,000  28,350
  30,451
TOTAL UTILITIES   148,000
TOTAL COMMON STOCKS
(Cost $9,209,908)   11,283,893
PREFERRED STOCKS - 0.2%
 SHARES VALUE (NOTE 1)
  (000S)
NONCONVERTIBLE PREFERRED STOCKS - 0.2%
TECHNOLOGY - 0.2%
COMPUTER SERVICES & SOFTWARE - 0.2%
SAP AG  19,500 $ 24,596
TOTAL PREFERRED STOCKS
(Cost $15,842)   24,596
CORPORATE BONDS - 0.3%
 MOODY'S PRINCIPAL 
 RATINGS (E) AMOUNT (000S) 
CONVERTIBLE BONDS - 0.2%
RETAIL & WHOLESALE - 0.1%
RETAIL & WHOLESALE, MISCELLANEOUS - 0.1%
Fabri-Centers of America, Inc. 6 1/4%, 3/1/02  B2 $ 18,150  15,337
TECHNOLOGY - 0.1%
COMMUNICATIONS EQUIPMENT - 0.1%
General Instrument Corp. 5%, 6/15/00  B1  5,195  8,546
TOTAL CONVERTIBLE BONDS   23,883
NONCONVERTIBLE BONDS - 0.1%
RETAIL & WHOLESALE - 0.1%
GROCERY STORES - 0.1%
Rykoff-Sexton, Inc. 8 7/8%, 11/1/03  Ba3  12,000  11,940
TOTAL CORPORATE BONDS
(Cost $33,754)   35,823
REPURCHASE AGREEMENTS - 3.1%
 MATURITY VALUE (NOTE 1)
 AMOUNT (000S)
 (000S)
Investments in repurchase agreements 
(U.S. Treasury obligations), in a 
joint trading account at 6.15%, 
dated 6/30/95 due 7/3/95  $ 367,836 $ 367,648
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $9,627,152)  $ 11,711,960
FORWARD FOREIGN CURRENCY CONTRACTS
AMOUNTS IN THOUSANDS  SETTLEMENT  UNREALIZED
  DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO BUY
 22,440 CAD 7/18/95 $ 16,342 $ (158)(Payable amount $16,500)
THE VALUE OF CONTRACTS TO BUY AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 0.1%
CONTRACTS TO SELL
 305,955 CAD 7/18/95 to 8/17/95 $ 222,728 $ 290
 232,089 FIM 8/2/95  54,408  200
TOTAL CONTRACTS TO SELL
(Receivable amount $277,626)  $ 277,136  490
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 2.4%
   $ 332
CURRENCY ABBREVIATIONS
CAD - Canadian dollar
FIM - Finnish markka
LEGEND
1. Non-income producing
2. Affiliated company (see Note 8 of Notes to Financial Statements).
3. Restricted securities - Investment in securities not registered under
the Securities Act of 1933 (see Note 2 of Notes to Financial Statements). 
Additional information on each holding is as follows:
 ACQUISITION ACQUISITION
SECURITY DATE COST
Grand Palais 
 Enterprises, Inc. 6/11/93 $ 6,598,000
4. Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $12,000,000 or 0.1% of net
assets.
5. Standard & Poor's Corporation credit ratings are used in the absence of
a rating by Moody's Investors Service, Inc.
INCOME TAX INFORMATION
At June 30, 1995, the aggregate cost of investment securities for income
tax purposes was $9,643,879,000. Net unrealized appreciation aggregated
$2,068,081,000, of which $2,199,137,000 related to appreciated investment
securities and $131,056,000 related to depreciated investment securities. 
At December 31, 1994, the fund had a capital loss carryforward of
approximately $148,184,000 which will expire on December 31, 2002.
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                                         <C>         <C>            
AMOUNTS IN THOUSANDS (EXCEPT PER SHARE AMOUNTS) JUNE 30, 1995 (UNAUDITED)                              
 
ASSETS                                                                                                 
 
Investment in securities, at value (including repurchase                                $ 11,711,960   
agreements of $367,648) (cost $9,627,152) -                                                            
See accompanying schedule                                                                              
 
Receivable for investments sold                                                          232,307       
 
Unrealized appreciation on foreign currency contracts                                    1,183         
 
Receivable for fund shares sold                                                          29,452        
 
Dividends receivable                                                                     11,011        
 
Interest receivable                                                                      618           
 
Other receivables                                                                        453           
 
 TOTAL ASSETS                                                                            11,986,984    
 
LIABILITIES                                                                                            
 
Payable for investments purchased                                           $ 256,842                  
 
Unrealized depreciation on foreign currency contracts                        851                       
 
Payable for fund shares redeemed                                             16,867                    
 
Accrued management fee                                                       6,703                     
 
Other payables and accrued expenses                                          2,583                     
 
Payable for collateral on closed security loans                              27,046                    
 
Collateral on open security loans, at value                                  105,552                   
 
 TOTAL LIABILITIES                                                                       416,444       
 
NET ASSETS                                                                              $ 11,570,540   
 
Net Assets consist of:                                                                                 
 
Paid in capital                                                                         $ 9,420,380    
 
Undistributed net investment income                                                      21,049        
 
Accumulated undistributed net realized gain (loss) on                                    43,904        
investments and foreign currency transactions                                                          
 
Net unrealized appreciation (depreciation) on                                            2,085,207     
investments and assets and liabilities in foreign                                                      
currencies                                                                                             
 
NET ASSETS, for 316,495 shares outstanding                                              $ 11,570,540   
 
NET ASSET VALUE and redemption price per share                                           $36.56        
($11,570,540 (divided by) 316,495 shares)                                                              
 
Maximum offering price per share (100/97.00 of $36.56)                                   $37.69        
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                                <C>          <C>           
AMOUNTS IN THOUSANDS  SIX MONTHS ENDED JUNE 30, 1995 (UNAUDITED)                              
 
INVESTMENT INCOME                                                               $ 49,045      
Dividends (including $1,386 received from affiliated                                          
issuers)                                                                                      
 
Interest (including income on securities loaned of                               20,953       
$1,927)                                                                                       
 
 TOTAL INCOME                                                                    69,998       
 
EXPENSES                                                                                      
 
Management fee                                                     $ 30,243                   
Basic fee                                                                                     
 
 Performance adjustment                                             4,242                     
 
Transfer agent fees                                                 12,472                    
 
Accounting and security lending fees                                451                       
 
Non-interested trustees' compensation                               46                        
 
Custodian fees and expenses                                         621                       
 
Registration fees                                                   563                       
 
Audit                                                               28                        
 
Legal                                                               17                        
 
Interest                                                            27                        
 
Miscellaneous                                                       75                        
 
 Total expenses before reductions                                   48,785                    
 
 Expense reductions                                                 (1,153)      47,632       
 
NET INVESTMENT INCOME                                                            22,366       
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                           
Net realized gain (loss) on:                                                                  
 
 Investment securities (including realized loss of $621             271,041                   
 on sales of investment in affiliated issuers)                                                
 
 Foreign currency transactions                                      (17,847)     253,194      
 
Change in net unrealized appreciation (depreciation) on:                                      
 
 Investment securities                                              1,640,587                 
 
 Assets and liabilities in foreign currencies                       339          1,640,926    
 
NET GAIN (LOSS)                                                                  1,894,120    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                                 $ 1,916,486   
FROM OPERATIONS                                                                               
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                       <C>               <C>            
AMOUNTS IN THOUSANDS                                      SIX MONTHS        YEAR ENDED     
                                                          ENDED JUNE 30,    DECEMBER 31,   
                                                          1995              1994           
                                                          (UNAUDITED)                      
 
INCREASE (DECREASE) IN NET ASSETS                                                          
 
Operations                                                $ 22,366          $ 46,141       
Net investment income                                                                      
 
 Net realized gain (loss)                                  253,194           (223,809)     
 
 Change in net unrealized appreciation (depreciation)      1,640,926         72,425        
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           1,916,486         (105,243)     
FROM OPERATIONS                                                                            
 
Distributions to shareholders from net realized gain       -                 (46,899)      
 
Share transactions                                         2,191,643         4,739,576     
Net proceeds from sales of shares                                                          
 
 Reinvestment of distributions                             -                 45,585        
 
 Cost of shares redeemed                                   (1,231,771)       (2,146,397)   
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           959,872           2,638,764     
FROM SHARE TRANSACTIONS                                                                    
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                  2,876,358         2,486,622     
 
NET ASSETS                                                                                 
 
 Beginning of period                                       8,694,182         6,207,560     
 
 End of period (including undistributed net investment    $ 11,570,540      $ 8,694,182    
income of $21,049 and $16,028, respectively)                                               
 
OTHER INFORMATION                                                                          
Shares                                                                                     
 
 Sold                                                      67,424            154,793       
 
 Issued in reinvestment of distributions                   -                 1,465         
 
 Redeemed                                                  (38,037)          (70,436)      
 
 Net increase (decrease)                                   29,387            85,822        
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
<TABLE>
<CAPTION>
<S>   <C>               <C>                        <C>      <C>      <C>    <C>    
      SIX MONTHS        YEARS ENDED DECEMBER 31,                                   
      ENDED JUNE 30,                                                               
      1995                                                                         
 
      (UNAUDITED)       1994                       1993 F   1992 D   1991   1990   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                            <C>        <C>       <C>       <C>       <C>       <C>       
SELECTED PER-SHARE DATA                                                                     
 
Net asset value,               $ 30.28    $ 30.84   $ 27.47   $ 25.60   $ 17.35   $ 16.78   
beginning of period                                                                         
 
Income from                                                                                 
Investment                                                                                  
Operations                                                                                  
 
 Net investment                 .01        .06       .14       .32 E     .22       .51      
income                                                                                      
 
 Net realized and               6.27       (.40)     5.66      3.67      9.20      .15      
 unrealized gain                                                                            
(loss)                                                                                      
 
 Total from investment          6.28       (.34)     5.80      3.99      9.42      .66      
 operations                                                                                 
 
Less Distributions              -          -         (.11)     (.20)     (.11)     (.09)    
From net investment                                                                         
 income                                                                                     
 
 In excess of net               -          -         (.07)     -         -         -        
 investment income                                                                          
 
 From net realized              -          (.22)     (2.25)    (1.92)    (1.06)    -        
gain                                                                                        
 
 Total distributions            -          (.22)     (2.43)    (2.12)    (1.17)    (.09)    
 
Net asset value, end of        $ 36.56    $ 30.28   $ 30.84   $ 27.47   $ 25.60   $ 17.35   
period                                                                                      
 
TOTAL RETURN B,C                20.74%     (1.12)    21.43%    15.89%    54.92%    3.94%    
                                          %                                                 
 
RATIOS AND SUPPLEMENTAL DATA                                                                
 
Net assets, end of             $ 11,571   $ 8,694   $ 6,208   $ 1,986   $ 1,000   $ 332     
period (in millions)                                                                        
 
Ratio of expenses to            .97%       1.00%     1.06%     .87%      .89%      1.06%    
average net assets             A                                                            
 
Ratio of expenses to            .99%       1.03%     1.08%     .87%      .89%      1.06%    
average net assets             A                                                            
before expense                                                                              
reductions                                                                                  
 
Ratio of net investment         .46%       .59%      .46%      1.19%     1.01%     3.02%    
income to average              A                                                            
net assets                                                                                  
 
Portfolio turnover rate         210%       235%      255%      297%      217%      320%     
                               A                                                            
 
</TABLE>
 
A ANNUALIZED
B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN (SEE NOTE 7 OF NOTES TO FINANCIAL
STATEMENTS).
C TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND FOR PERIODS OF
LESS THAN ONE YEAR ARE NOT ANNUALIZED.
D AS OF JANUARY 1, 1992 THE FUND DISCONTINUED THE USE OF EQUALIZATION
ACCOUNTING.
E NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
F EFFECTIVE JANUARY 1, 1993, THE FUND ADOPTED STATEMENT OF POSITION 93-2,
"DETERMINATION, DISCLOSURE, AND FINANCIAL STATEMENT PRESENTATION OF INCOME,
CAPITAL GAIN, AND RETURN OF CAPITAL DISTRIBUTIONS BY INVESTMENT COMPANIES."
AS A RESULT, NET INVESTMENT INCOME PER SHARE MAY REFLECT CERTAIN
RECLASSIFICATIONS RELATED TO BOOK TO TAX DIFFERENCES.
NOTES TO FINANCIAL STATEMENTS
For the period ended June 30, 1995 (Unaudited)
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
Fidelity Contrafund (the fund) is registered under the Investment Company
Act of 1940, as amended (the 1940 Act), as an open-end management
investment company organized as a Massachusetts business trust and is
authorized to issue an unlimited number of shares. The following summarizes
the significant accounting policies of the fund:
SECURITY VALUATION. Securities for which exchange quotations are readily
available are valued at the last sale price, or if no sale price, at the
closing bid price. Securities (including restricted securities) for which
exchange quotations are not readily available (and in certain cases debt
securities which trade on an exchange), are valued primarily using
dealer-supplied valuations or at their fair value as determined in good
faith under consistently applied procedures under the general supervision
of the Board of Trustees. Short-term securities maturing within sixty days
of their purchase date are valued at amortized cost or original cost plus
accrued interest, both of which approximate current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the fund are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases and
sales of securities, income receipts, and expense payments are translated
into U.S. dollars at the prevailing exchange rate on the respective dates
of the transactions.
Net realized gains and losses on foreign currency transactions represent
net gains and losses from sales and maturities of forward currency
contracts , disposition of foreign currencies, currency gains and losses
realized between the trade and settlement dates on securities transactions,
and the difference between the amount of net investment income accrued and
the U.S. dollar amount actually received. The effects of changes in foreign
currency exchange rates on investments in securities are included with the
net realized and unrealized gain or loss on investment securities.
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, the fund is not subject to income taxes to
the extent that it distributes substantially all of its taxable income for
its fiscal year. The schedule of investments includes information regarding
income taxes under the caption "Income Tax Information."
INVESTMENT INCOME. Dividend income is recorded on the ex-dividend date,
except certain dividends from foreign securities where the ex-dividend date
may have passed, are recorded as soon as the fund is informed of the
ex-dividend date. Interest income is accrued as earned. Investment income
is recorded net of foreign taxes withheld where recovery of such taxes is
uncertain.
DISTRIBUTIONS TO SHAREHOLDERS. Distributions are recorded on the
ex-dividend date.
Income and capital gain distributions are determined in accordance with
income tax regulations which may differ from generally accepted accounting
principles. 
1. SIGNIFICANT ACCOUNTING 
POLICIES - CONTINUED
DISTRIBUTIONS TO SHAREHOLDERS - CONTINUED
These differences, which may result in distribution reclassifications, are
primarily due to differing treatments for foreign currency transactions,
passive foreign investment companies (PFIC), market discount, partnerships,
non-taxable dividends, and losses deferred due to wash sales. The fund also
utilized earnings and profits distributed to shareholders on redemption of
shares as a part of the dividends paid deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital and may
affect the per-share allocation between net investment income and realized
and unrealized gain (loss). Undistributed net investment income (loss) and
accumulated undistributed net realized gain (loss) on investments and
foreign currency transactions may include temporary book and tax basis
differences which will reverse in a subsequent period. Any taxable income
or gain remaining at fiscal year end is distributed in the following year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The fund may use foreign currency
contracts to facilitate transactions in foreign securities and to manage
the fund's currency exposure. Contracts to buy generally are used to
acquire exposure to foreign currencies, while contracts to sell are used to
hedge the fund's investments against currency fluctuations. Also, a
contract to buy or sell can offset a previous contract. These contracts
involve market risk in excess of the unrealized gain or loss reflected in
the fund's Statement of Assets and Liabilities. The U.S. dollar value of
the currencies the fund has committed to buy or sell is shown in the
schedule of investments under the caption "Forward Foreign Currency
Contracts." This amount represents the aggregate exposure to each currency
the fund has acquired or hedged through currency contracts at period end.
Losses may arise from changes in the value of the foreign currency or if
the counterparties do not perform under the contracts' terms.
The U.S. dollar value of forward foreign currency contracts is determined
using forward currency exchange rates supplied by a quotation service.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and any realized gain (loss) is
recognized on the date of offset; otherwise, gain (loss) is recognized on
settlement date. Contracts that have been offset with different
counterparties are reflected as both a contract to buy and a contract to
sell in the schedule of investments under the caption "Forward Foreign
Currency Contracts."
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, 
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
along with other affiliated entities of Fidelity Management & Research
Company (FMR), may transfer uninvested cash balances into one or more joint
trading accounts. These balances are invested in one or more repurchase
agreements that mature in 60 days or less from the date of purchase, and
are collateralized by U.S. Treasury or Federal Agency obligations.
REPURCHASE AGREEMENTS. The fund, through its custodian, receives delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. FMR, the fund's
investment adviser, is responsible for determining that the value of these
underlying securities remains at least equal to the resale price.
RESTRICTED SECURITIES. The fund is permitted to invest in privately placed
restricted securities. These securities may be resold in transactions
exempt from registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations and
expense, and prompt sale at an acceptable price may be difficult. At the
end of the period, restricted securities (excluding 144A issues) amounted
to $3,400,000 or 0% of net assets.
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $11,850,168,000 and $9,811,374,000, respectively, of which U.S.
government and government agency obligations aggregated $562,681,000 and
$570,243,000, respectively.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As the fund's investment adviser, FMR receives a monthly
basic fee that is calculated on the basis of a group fee rate plus a fixed
individual fund fee rate applied to the average net assets of the fund. The
group fee rate is the weighted average of a series of rates and is based on
the monthly average net assets of all the mutual funds advised by FMR. The
rates ranged from .2700% to .5200% for the period. In the event that these
rates were lower than the contractual rates in effect during the period,
FMR voluntarily implemented the above rates, as they resulted in the same
or a lower management fee. The annual individual fund fee rate is .30%. The
basic fee is subject to a performance adjustment (up to a maximum of
(plus/minus) .20%) based on the fund's investment performance as compared
to the appropriate index over a specified period of time. For the period,
the management fee was equivalent to an annualized rate of .70% of average
net assets after the performance adjustment.
SALES LOAD. For the period, Fidelity Distributors Corporation (FDC), an
affiliate of FMR and the general distributor of the fund, received sales
charges of $3,910,000 on sales of shares of the fund.
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
Effective January 1, 1995, the Board of Trustees approved a revised
transfer agent contract pursuant to which FSC receives account fees and
asset-based fees that vary according to account size and type of account.
Under the prior transfer agent contract, FSC received fees based on the
type, size, number of accounts and the number of transactions made by
shareholders. FSC pays for typesetting, printing and mailing of all
shareholder reports, except proxy statements.
ACCOUNTING AND SECURITY LENDING FEES. FSC maintains the fund's accounting
records and administers the security lending program. The security lending
fee is based on the number and duration of lending transactions. The
accounting fee is based on the level of average net assets for the month
plus out-of-pocket expenses.
BROKERAGE COMMISSIONS. The fund placed a portion of its portfolio
transactions with brokerage firms which are affiliates of FMR. The
commissions paid to these affiliated firms were $5,400,000 for the period.
5. SECURITY LENDING. 
The fund loaned securities to certain brokers who paid the fund negotiated 
lenders' fees. These fees are included in interest income. The fund
receives U.S. Treasury obligations and/or cash as collateral against the
loaned securities, in an amount at least equal to 102% of the market value
of the loaned securities at the inception of each loan. This collateral
must be maintained at not less than 100% of the market value of the loaned
securities during the period of the loan. At period end, the value of the
securities loaned and the value of collateral amounted to $102,147,000 and
$105,552,000, respectively.
6. BANK BORROWINGS.
The fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. The fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, the fund must pledge to the bank securities having a market
value in excess of 220% of the total bank borrowings. The interest rate on
the borrowings is the bank's base rate, as revised from time to time. The
maximum loan and the average daily loan balances during the periods for
which loans were outstanding amounted to $51,030,000. The weighted average
interest rate was 6.4375%.
7. EXPENSE REDUCTIONS.
FMR has directed certain portfolio trades to brokers who paid a portion of
the fund's expenses. For the period, the fund's expenses were reduced by
$1,153,000 under this arrangement.
8. TRANSACTIONS WITH AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of at
least 5% of the voting securities. Transactions during the period with
companies which are or were affiliates are as follows:
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES
DOLLAR AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND MARKET
AFFILIATES COST COST INCOME VALUE
Actel Corp. (a)  $ 16,785 $ - $ - $ 17,862 
Active Voice Corp.    1,464   2,690  -  -
Apertus Technologies, Inc. (a)   6,137  5,087  -  6,850 
Avid Technology, Inc. (a)   12,476  4,002  -  44,531 
Bio-Rad Laboratories, Inc. Class A (a)   680  1,936  -  -
CACI International, Inc. Class A (a)   1,081  -  -  8,187 
Cambrex Corp.    1,548  -  46  16,409 
Camco International, Inc.    15,372  -  185  56,801 
Cato Corp. Class A   8,125  -  -  17,850
Champion Enterprises, Inc. (a)   4,076  7,831  -  14,613 
Chaus (Bernard), Inc. (a)   359  -  -  6,563 
Chesapeake Energy Corp. (a)   -  -  -  15,391 
Chips & Technologies, Inc. (a)   8,237  -  -  22,088 
Conmed Corp. (a)   -  -  -  -
Credence Systems Corp. (a)   594  2,316  -  -
CyCare Systems, Inc. (a)   5,735  -  -  13,113 
Cyrk, Inc. (a)   1,682  17,752  -  -
Electronics for Imaging, Inc.   2,641  9,145  -  -
Emmis Broadcasting Corp. Class A (a)   7,989  -  -  18,721 
EZ Communications, Inc. (a)   1,037  1,016  -  12,066 
Filenet Corp. (a)   8,798  -  -  32,449 
Gleason Corp.   -  -  -  9,691 
Goody's Family Clothing   2,394  -  -  12,598 
Grand Palais Enterprises, Inc. (a)   -  -  -  3,400
Ground Round Restaurants, Inc. (a)   -  3,935  -  -
Heritage Media Corp. Class A (a)   1,842  9,640  -  27,850
Hologic, Inc. (a)   -  118  -  -
Imo Industries, Inc. (a)   -  5,014  -  -
In Focus Systems, Inc. (a)   23,310  712  -  28,447 
Inter-Tel, Inc. (a)   -  914  -  -
Intersolv, Inc. (a)   206  -  -  18,435 
ITI Technologies (a)   1,086  -  -  10,331 
Kronos, Inc. (a)   5,172  -  -  18,503 
Long Island Bancorp, Inc.   -  -  -  25,395 
Medaphis Corp. (a)   16,178  15,282  -  53,953 
Microcom, Inc (a)   7,574  -  -  18,102 
Network Peripherals, Inc. (a)   -  6,620  -  -
North American Biologicals, Inc. (a)   2,003  1,835  -  12,141 
Perceptron, Inc. (a)   3,677  1,126  -  8,311 
Proxima Corp. (a)   118  7,291  -  -
PSC, Inc. (a)   522  -  -  9,328 
Puritan-Bennett Corp.    935  -  -  27,211 
Quorum Health Group, Inc. (a)   -  -  -  -
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
DOLLAR AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND MARKET
AFFILIATES COST COST INCOME VALUE
Richfood Holdings, Inc. Class A  $ 7,706 $ 1,034 $ 81 $ 38,095 
Rykoff-Sexton, Inc.    3,552  -  -  17,896 
Safeskin Corp. (a)   -  2,068  -  -
Saga Communications, Inc. Class A (a)   -  3,051  -  5,242 
Sanifill, Inc. (a)   3,314  5,995  -  -
Sevenson Environmental Services, Inc.    -  -  47  7,793 
Shared Medical Systems Corp.   1,390  -  268  51,264 
Silicon Valley Group, Inc. (a)   3,388  8,820  -  -
Sinclair Broadcast Group, Inc. 
 Class A (a)   14  -  -  8,789 
Smith International, Inc. (a)   11,927  905  -  52,763 
Special Devices, Inc. (a)   1,281  -  -  14,289 
SPSS, Inc. (a)   2,514  4,813  -  5,397 
State of The Art, Inc. (a)   713  2,132  -  -
Sturm Ruger & Co., Inc.    806  10,176  613  -
Tech-Sym Corp. (a)   1,106  -  -  9,033 
Today's Man, Inc. (a)   -  2,059  -  -
Tracor, Inc. (a)   2,775  -  -  13,681
United Waste Systems, Inc. (a)   3,090  -  -  37,440
Warnaco Group, Inc. Class A   -  6,216  146  -
Western Waste Industries, Inc. (a)   2,003  -  -  26,694 
TOTALS  $ 215,412 $ 151,531 $ 1,386 $ 875,566
(a) NON-INCOME PRODUCING.
 
INVESTMENT ADVISER
Fidelity Management & Research 
 Company
Boston, MA
INVESTMENT SUB-ADVISERS
Fidelity Management & Research
 (U.K.) Inc. London, England
Fidelity Management & Research
 (Far East) Inc. Tokyo, Japan
OFFICERS
Edward C. Johnson 3d, President
J. Gary Burkhead, Senior Vice President
William J. Hayes, Vice President
Will Danoff, Vice President
Arthur S. Loring, Secretary
Stephen P. Jonas, Treasurer
Robert H. Morrison, Manager,
 Security Transactions
John H. Costello, Assistant Treasurer
Leonard M. Rush, Assistant Treasurer
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox*
Phyllis Burke Davis*
Richard J. Flynn*
Edward C. Johnson 3d
E. Bradley Jones*
Donald J. Kirk*
Peter S. Lynch
Edward H. Malone*
Marvin L. Mann*
Gerald C. McDonough*
Thomas R. Williams*
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Co.
Boston, MA
CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA
FIDELITY'S GROWTH FUNDS
Blue Chip Growth Fund
Capital Appreciation Fund
Contrafund
Disciplined Equity Fund
Dividend Growth Fund
Emerging Growth Fund
Fidelity Fifty
Growth Company Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
New Millennium(trademark) Fund
OTC Portfolio
Retirement Growth Fund
Small Cap Stock Fund
Stock Selector
Trend Fund
Value Fund
THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Account Balances  1-800-544-7544
Exchanges/Redemptions  1-800-544-7777
Mutual Fund Quotes   1-800-544-8544
Account Assistance 1-800-544-6666
Product Information 1-800-544-8888
Retirement Accounts 1-800-544-4774 
 (8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
 for the deaf and hearing impaired
 (9 a.m. - 9 p.m. Eastern time)
(registered trademark)
* INDEPENDENT TRUSTEES
 AUTOMATED LINES FOR QUICKEST SERVICE



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission