<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
: 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, 1994
(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
154,793,561 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
154,793,561 shares
<TABLE>
<CAPTION>
Number of Shares
Aggregate Price
<S>
<C>
<C>
Sales Pursuant to Rule 24f-2:
154,793,561
$
4,758,361,984
Redemptions:
(70,436,221)
$
(2,146,397,306)
Net Sales Pursuant to Rule 24f-2:
84,357,340
$
2,611,964,678
</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: $900,683.76
Fidelity Contrafund
:
Fidelity Contrafund
By John H. Costello
Assistant Treasurer
</PAGE>
FMR Corp.
82 Devonshire Street
Boston, MA 02109-3614
671 570 7000
February 21, 1995
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 3, 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. A restated Declaration of Trust,
dated March 17, 1994, was filed with the Secretary of the
Commonwealth of Massachusetts on April 14, 1994.
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 Trust 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. The Trustees shall have full Power
and authority, in their sole discretion and without obtaining any
Prior authorization or vote of the Shareholders of the Trust, 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 shall accept investments
in the Trust from such persons and on such terms as they may from
time to time authorize. Such investments may be in the form of cash
or securities in which the appropriate Series is authorized to invest,
valued as provided in Article X, Section 3. After the date of the
initial contribution of capital, the number of shares to represent the
initial contribution may in the Trustees' discretion be considered as
outstanding and the amount received by the Trustees on account of
the contribution shall be treated as an asset of the Trust.
Subsequent investments in the Trust 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 Trust, 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 trust 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 trust has registered an
indefinite amount of shares of beneficial interest under the
Securities Act of 1933. I further understand that, pursuant to the
provisions of Rule 24f-2, the trust intends to file with the Securities
and Exchange Commission a Notice making definite the registration
of 154,793,561 shares of the trust (the Shares) sold in reliance upon
Rule 24f-2 during the fiscal year ended December 31, 1994.
I am of the opinion that all necessary trust action precedent to the
issue of Shares has been duly taken, and that all the Shares were
legally and validly issued, and are fully paid and non assessable,
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 trust
that it or its agent received consideration for the Shares in
accordance with the 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,
/s/ Arthur S. Loring
Arthur S. Loring, Esq.
Vice President - Legal
[LG940410.012] 2/16/95
