FIDELITY CONTRAFUND
N-30D, 1996-08-09
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FIDELITY
 
 
(registered trademark)
CONTRAFUND
SEMIANNUAL REPORT
JUNE 30, 1996
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   34   Statements of assets and liabilities,    
                            operations, and changes in net           
                            assets,                                  
                            as well as financial highlights.         
 
NOTES                  38   Notes to the financial statements.       
 
To reduce expenses and demonstrate respect for our environment, we have
begun mailing only one copy of most financial reports and prospectuses to
most households, even if they have more than one account in the fund. If
you need additional copies of financial reports, prospectuses, or
historical account information, please call 1-800-544-6666.
 
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, FEDERAL 
RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISKS, 
INCLUDING POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.
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 stocks have managed to post solid returns through the first six
months of 1996, signs of strength in the economy have led to inflation
fears, causing some uncertainty in bond markets so far this year.  In 1995,
both stock and bond markets posted strong results, while the year before,
stocks posted below-average returns and bonds had one of the worst years in
history.
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. 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 change in value, the average annual percentage
change, or the growth of a hypothetical $10,000 investment. A fund's total
return includes changes in share price, plus reinvestment of any dividends
(or income) and capital gains (the profits the fund earns when it sells
securities that have grown in value).
CUMULATIVE TOTAL RETURNS
PERIODS ENDED JUNE 30, 1996          PAST 6   PAST 1   PAST 5    PAST 10   
                                     MONTHS   YEAR     YEARS     YEARS     
 
Contrafund                           9.10%    23.14%   154.02%   453.28%   
 
Contrafund (incl. 3% sales charge)   5.82%    19.44%   146.40%   436.69%   
 
S&P 500(registered trademark)        10.10%   26.00%   107.63%   264.95%   
 
Growth Funds Average                 10.08%   22.20%   99.86%    216.52%   
 
CUMULATIVE TOTAL RETURNS show the fund's performance in percentage terms
over a set period - in this case, six months, one year, five years, 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 500
Index - a widely recognized, unmanaged index of common stock prices. The
index figures assume reinvestment of all dividends paid by stocks included
in the index. They do not, however, include any allowance for the brokerage
commissions or other fees you would pay if you actually invested in those
stocks. To measure how the fund's performance stacked up against its peers,
you can compare it to the growth funds average, which reflects the
performance of 668 mutual funds with similar objectives tracked by Lipper
Analytical Services, Inc. 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, 1996          PAST 1   PAST 5   PAST 10   
                                     YEAR     YEARS    YEARS     
 
Contrafund                           23.14%   20.50%   18.66%    
 
Contrafund (incl. 3% sales charge)   19.44%   19.76%   18.30%    
 
S&P 500                              26.00%   15.73%   13.79%    
 
Growth Funds Average                 22.20%   14.55%   11.79%    
 
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
IMAHDR PRASUN   SHR__CHT 19960630 19960712 105514 S00000000000001
             Contrafund                  SP Standard & Poor 500
             00022                       SP001
  1986/06/30       9700.00                    10000.00
  1986/07/31       8985.66                     9441.00
  1986/08/31       9572.17                    10141.52
  1986/09/30       9000.70                     9302.82
  1986/10/31       9602.25                     9839.59
  1986/11/30       9602.25                    10078.69
  1986/12/31       9479.98                     9821.69
  1987/01/31      10848.66                    11144.67
  1987/02/28      11511.96                    11584.88
  1987/03/31      11702.81                    11919.68
  1987/04/30      11728.84                    11813.60
  1987/05/31      11832.94                    11916.38
  1987/06/30      12266.70                    12518.16
  1987/07/31      12865.28                    13152.83
  1987/08/31      13333.74                    13643.43
  1987/09/30      13064.81                    13344.63
  1987/10/31       9291.11                    10470.20
  1987/11/30       8779.28                     9607.46
  1987/12/31       9299.79                    10338.58
  1988/01/31       9898.37                    10773.84
  1988/02/29      10349.48                    11275.90
  1988/03/31      10366.83                    10927.47
  1988/04/30      10575.04                    11048.77
  1988/05/31      10427.56                    11144.89
  1988/06/30      10930.72                    11656.44
  1988/07/31      11008.80                    11612.15
  1988/08/31      10765.89                    11217.34
  1988/09/30      11208.33                    11695.19
  1988/10/31      11503.28                    12020.32
  1988/11/30      11416.53                    11848.43
  1988/12/31      11254.81                    12055.78
  1989/01/31      12002.16                    12938.26
  1989/02/28      11930.99                    12616.10
  1989/03/31      12562.68                    12910.05
  1989/04/30      13372.31                    13580.08
  1989/05/31      14066.29                    14130.08
  1989/06/30      13977.32                    14049.54
  1989/07/31      15258.50                    15318.21
  1989/08/31      15694.45                    15618.45
  1989/09/30      15996.95                    15554.41
  1989/10/31      15516.51                    15193.55
  1989/11/30      15872.39                    15503.50
  1989/12/31      16111.47                    15875.58
  1990/01/31      15256.93                    14810.33
  1990/02/28      15573.78                    15001.38
  1990/03/31      15909.83                    15398.92
  1990/04/30      15746.61                    15013.95
  1990/05/31      17234.85                    16477.81
  1990/06/30      17455.69                    16365.76
  1990/07/31      17129.24                    16313.39
  1990/08/31      15794.62                    14838.66
  1990/09/30      15132.11                    14116.01
  1990/10/31      15208.92                    14055.32
  1990/11/30      16111.47                    14963.29
  1990/12/31      16745.62                    15380.76
  1991/01/31      18376.75                    16051.37
  1991/02/28      19766.59                    17199.04
  1991/03/31      20924.79                    17615.25
  1991/04/30      21040.61                    17657.53
  1991/05/31      22382.19                    18420.34
  1991/06/30      21127.48                    17576.69
  1991/07/31      22623.48                    18395.76
  1991/08/31      23762.38                    18831.74
  1991/09/30      23829.94                    18517.25
  1991/10/31      24515.21                    18765.38
  1991/11/30      23221.89                    18009.13
  1991/12/31      25942.07                    20069.38
  1992/01/31      26681.82                    19696.09
  1992/02/29      27547.68                    19952.14
  1992/03/31      26800.06                    19563.07
  1992/04/30      27090.80                    20138.23
  1992/05/31      27381.54                    20236.90
  1992/06/30      26716.99                    19935.37
  1992/07/31      27391.93                    20750.73
  1992/08/31      26883.13                    20325.34
  1992/09/30      27340.01                    20565.18
  1992/10/31      27952.64                    20637.16
  1992/11/30      29302.51                    21340.88
  1992/12/31      30065.28                    21603.38
  1993/01/31      31017.48                    21784.85
  1993/02/28      31222.10                    22081.12
  1993/03/31      32714.13                    22547.03
  1993/04/30      32935.17                    22001.39
  1993/05/31      34239.32                    22591.03
  1993/06/30      34250.37                    22656.54
  1993/07/31      34626.14                    22565.92
  1993/08/31      36306.05                    23421.17
  1993/09/30      36383.42                    23240.82
  1993/10/31      36703.93                    23721.91
  1993/11/30      35322.42                    23496.55
  1993/12/31      36507.13                    23780.86
  1994/01/31      37655.37                    24589.41
  1994/02/28      37385.20                    23923.03
  1994/03/31      35906.96                    22879.99
  1994/04/30      36348.05                    23172.85
  1994/05/31      36145.39                    23552.89
  1994/06/30      34750.59                    22975.84
  1994/07/31      35453.95                    23729.45
  1994/08/31      36932.19                    24702.36
  1994/09/30      36443.42                    24097.15
  1994/10/31      37480.57                    24639.34
  1994/11/30      35775.83                    23741.97
  1994/12/31      36097.70                    24094.07
  1995/01/31      35513.56                    24718.82
  1995/02/28      36944.11                    25682.12
  1995/03/31      38291.22                    26440.00
  1995/04/30      40019.81                    27218.65
  1995/05/31      40985.43                    28306.58
  1995/06/30      43584.28                    28964.15
  1995/07/31      46922.24                    29924.60
  1995/08/31      47542.15                    29999.71
  1995/09/30      48412.41                    31265.70
  1995/10/31      47530.23                    31154.08
  1995/11/30      48781.97                    32521.74
  1995/12/31      49193.98                    33148.11
  1996/01/31      50306.73                    34276.47
  1996/02/29      50613.42                    34594.21
  1996/03/31      52018.21                    34927.36
  1996/04/30      53627.59                    35442.19
  1996/05/31      54077.67                    36356.24
  1996/06/28      53668.50                    36494.76
IMATRL PRASUN   SHR__CHT 19960630 19960712 105519 R00000000000123
 
$10,000 OVER 10 YEARS:  Let's say hypothetically that $10,000 was invested
in Fidelity Contrafund on June 30, 1986, and a 3% sales charge was paid. As
the chart shows, by June 30, 1996, the value of the investment would have
grown to $53,669 - a 436.69% increase on your initial investment. For
comparison, look at how the S&P 500 did over the same period. With
dividends and capital gains, if any, reinvested, the same $10,000
investment would have grown to $36,495 - a 264.95% 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 DID THE FUND PERFORM, WILL?
A. For the six months ended June 30, 1996, the fund returned 9.10%. For the
past year, the fund returned 23.14%. For the same periods, the growth funds
average, as tracked by Lipper Analytical Services, was 10.08% and 22.20%,
respectively. Additionally, the S&P 500 Index returned 10.10% and 26.00%,
respectively.
Q. WHAT'S YOUR EVALUATION OF THE FUND'S PERFORMANCE?
A. The fund performed in line with its peers despite taking, in my opinion,
much less risk than the average growth fund. While it is difficult to
quantify risk in a fund, one measure is the fund's price-to-earnings (P/E)
ratio - or the price the fund is paying for one dollar of earnings.
Contrafund's average P/E ratio was about 21 at the end of the period, lower
than the average growth fund's approximately 27 P/E ratio. Additionally,
the fund carried a higher-than-average percentage of short-term investments
- - or cash - during the period. Contrafund had between 13% and 15% of total
investments in cash for the entire period, much more than the cash position
for the average growth fund, which was about 8%. Thus, with the market up
10% for the period, the fund's cash position hurt its performance by
approximately one percentage point.
Q. WHY DID THE FUND HOLD A LARGE CASH POSITION?
A. While in the short term it would have been better for the fund to have
stayed fully invested in stocks, the fund held its relatively high cash
position because I believed that the market was paying incredibly high
prices for most growth companies - particularly small and rapidly growing
companies. While small growth companies produced some of the best returns
in the market during the period, many of these companies were trading at
P/E ratios of more than 60 - which is almost three times as much as the
average stock in Contrafund. I was simply unwilling to buy these expensive
stocks in order to produce potentially better-than-average returns for a
single six-month period. If interest rates increase, or this year's
historically huge cash flows into mutual funds slow or earnings growth
diminishes, these very expensive stocks could fall precipitously.
Q. WHICH SECTORS HELPED THE FUND DURING THE PERIOD? WHICH ONES HURT IT?
A. The energy and energy-services sector contributed nicely to the fund's
performance during the first half of the year despite suffering what I
consider a mild - and healthy - correction in the second quarter. The
sector rose about 15% in the first six months of the year, handily beating
all of the market averages and generating the best returns of all sectors
with the exception of the volatile precious metals group. One dampening
influence on the fund during the period, other than the high cash position,
was its underweighting in the consumer nondurables sector. While the fund
was adequately represented in the retailing sector - which rebounded
sharply after a disastrous 1995 - it missed the strong performance of the
consumer nondurables, which include tobacco, soft drink and personal care
multinationals. Although I underestimated the excellent overseas unit
growth of these companies, their stocks traded at very high P/E multiples
relative to their expected - and admittedly very predictable - earnings
growth rates and, in my opinion, were not the best investments for the
fund. 
Q. WHAT HAPPENED WITH THE FUND'S TECHNOLOGY HOLDINGS?
A. It's hard to generalize about the performance of technology stocks over
the past six months. While several groups within technology - such as
semiconductors - performed as poorly as I expected, other groups performed
extremely well. For example, networking companies - which sell equipment to
enable different computers to communicate with one another - experienced
superb demand from corporations and from the surging popularity of the
Internet. Companies producing personal computers and related components
performed in line with the market, but intense competition, generally high
inventories throughout the industry and questionable final demand created
uncertainty for the group's profitability. The fund remained underweighted
in technology because of this uncertain profit outlook as well as
unequivocally high stock valuations.
Q. DID YOU FEEL AS OPTIMISTIC ABOUT THE ENERGY SECTOR AS YOU DID AT THE
BEGINNING OF THE YEAR?
A. Yes, I still believed that the energy sector was one of the most
attractive segments of the stock market. As I outlined in a letter to
shareholders last year, new technological breakthroughs such as
three-dimensional seismic analysis and horizontal drilling techniques now
enable exploration companies to find and extract oil and natural gas much
more economically than in the past. Thus, these energy companies can become
more profitable and can grow faster even if the prices of oil and natural
gas stay at current levels. Additionally, the entire energy industry was
operating very close to effective capacity. In the past decade, the weaker
energy companies have closed part of their operations, gone out of business
entirely or sold themselves to the stronger players. My research showed
that the industry's capacity utilization was approaching 95% - a level not
seen since the last oil crisis in 1979. This tightness suggested that
global oil and gas prices should remain firm, and rates charged by firms in
the energy services sector should begin to increase for the first time in
15 years. These higher prices were extremely positive for the profit growth
of the surviving companies and, consequently, their performance in the
stock market. Based on this optimistic view, the fund held large positions
in Schlumberger, Royal Dutch Petroleum, Halliburton, British Petroleum and
Tidewater - all leading companies in this sector during the period.
Q. GIVEN THE RECORD HIGHS IN THE STOCK MARKET, HOW DO YOU PLAN TO MANAGE
THE FUND GOING FORWARD?
A. Looking forward, the fund will most likely remain in what I believe is a
defensive posture. For example, it may hold a substantial cash position,
own less economically sensitive stocks and hold fewer high P/E stocks.
Nevertheless, I will continue to look for companies with the potential for
good earnings growth over time. 
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER
ONLY THROUGH THE END OF THE PERIOD OF THE REPORT AS STATED ON THE COVER.
THE MANAGER'S VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND
OTHER CONDITIONS.
 
FUND FACTS
GOAL: to increase the value 
of the fund's shares over the 
long term by investing in 
companies that are 
undervalued or out of favor
START DATE: May 17, 1967
SIZE: as of June 30, 1996, 
more than $19 billion
MANAGER: Will Danoff, since 
1990; also manager, Fidelity 
Select Retailing Portfolio, 
1986- 1989; joined Fidelity in 
1986
(checkmark)
WILL DANOFF ON 
"CONTRARIAN" INVESTING:
"Typically, contrarian funds 
focus on companies that are 
doing poorly and whose share 
price is at or near its historical 
low. My strategy is a variation 
on that theme. I attempt to 
invest in companies that are 
experiencing improving 
business prospects and that I 
feel are doing better than 
generally perceived by the 
market. Although this is a 
different approach than many 
other contrarian funds, the 
strategy has been successful 
in the past in uncovering 
undervalued companies. I try 
very hard - with the help of 
Fidelity's extensive research 
department - to find 
companies that have been 
staggering but are beginning 
to increase their earnings 
faster than they have in the 
past because of some kind of 
catalyst. Examples of 
corporate catalysts include a 
new, more aggressive 
management team, a 
meaningful cost cutting 
initiative, a sale of a 
loss-creating division, a new 
product launch, a merger or 
acquisition, a significant 
improvement in the 
company's balance sheet or a 
tightening of an industry's 
capacity utilization.
"On the sell side, I generally 
hold a stock as long as the 
company's business prospects 
are still improving and I think 
the company can earn more 
than is generally perceived, 
even if the company's share 
price has recovered from 
historically low levels. As a 
fellow shareholder in the fund, 
I find this approach has worked 
well since I started managing 
it six years ago, and believe it 
should continue to work in the 
future."
INVESTMENT CHANGES
 
 
TOP TEN STOCKS AS OF JUNE 30, 1996 
                                  % OF FUND'S    % OF FUND'S       
                                  INVESTMENTS    INVESTMENTS       
                                                 IN THESE STOCKS   
                                                 6 MONTHS AGO      
 
Schlumberger Ltd.                 1.9            1.3               
 
Royal Dutch Petroleum Co. ADR     1.3            0.0               
 
General Motors Corp.              1.1            1.5               
 
Chrysler Corp.                    1.1            1.6               
 
Halliburton Co.                   1.0            0.5               
 
WorldCom, Inc.                    0.9            0.7               
 
du Pont (E.I.) de Nemours & Co.   0.9            0.3               
 
Home Depot, Inc., (The)           0.9            0.5               
 
British Petroleum PLC ADR         0.8            0.8               
 
Tidewater, Inc.                   0.8            0.5               
 
TOP FIVE MARKET SECTORS AS OF JUNE 30, 1996 
                     % OF FUND'S    % OF FUND'S               
                     INVESTMENTS    INVESTMENTS               
                                    IN THESE MARKET SECTORS   
                                    6 MONTHS AGO              
 
Energy               21.1           10.2                      
 
Retail & Wholesale   8.1            3.3                       
 
Finance              7.8            17.3                      
 
Durables             7.0            5.9                       
 
Media & Leisure      6.1            2.9                       
 
ASSET ALLOCATION
AS OF JUNE 30, 1996 * AS OF DECEMBER 31, 1995 ** 
Row: 1, Col: 1, Value: 15.1
Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 2.3
Row: 1, Col: 4, Value: 42.6
Row: 1, Col: 5, Value: 40.0
Row: 1, Col: 1, Value: 4.9
Row: 1, Col: 2, Value: 1.3
Row: 1, Col: 3, Value: 11.8
Row: 1, Col: 4, Value: 42.0
Row: 1, Col: 5, Value: 40.0
Stocks 82.6%
Bonds 2.3%
Other 0.0%
Short-term
investments 15.1%
FOREIGN
INVESTMENTS 15.2%
Stocks 83.0%
Bonds 11.8%
Other 0.3%
Short-term
investments 4.9%
FOREIGN
INVESTMENTS 20.4%
*
**
INVESTMENTS JUNE 30, 1996 (UNAUDITED)
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 82.3%
 SHARES VALUE (NOTE 1)
  (000S)
AEROSPACE & DEFENSE - 1.4%
AEROSPACE & DEFENSE - 0.9%
Boeing Co.   389,700 $ 33,953
C A E Industries Ltd.   4,678,100  38,940
General Motors Corp. Class H   789,200  47,451
Harsco Corp.   225,100  15,138
Northrop Grumman Corp.   237,800  16,200
Orbital Sciences Corp. (a)  41,700  678
Sundstrand Corp.   798,800  29,256
  181,616
DEFENSE ELECTRONICS - 0.2%
Raytheon Co.   690,600  35,652
Tech-Sym Corp. (a)  119,100  3,543
  39,195
SHIP BUILDING & REPAIR - 0.3%
Avondale Industries, Inc. (a)  581,000  10,458
General Dynamics Corp.   631,400  39,146
  49,604
TOTAL AEROSPACE & DEFENSE   270,415
BASIC INDUSTRIES - 5.7%
CHEMICALS & PLASTICS - 3.3%
Air Products & Chemicals, Inc.   330,600  19,092
Asahi Chemical Industry Co. Ltd.   3,227,000  23,003
Cambrex Corp.   374,100  19,126
Crompton & Knowles Corp.   2,317,900  38,825
Dow Chemical Co.   286,700  21,789
du Pont (E.I.) de Nemours & Co.   2,283,900  180,714
Furon Co.   128,100  3,170
Grace (W.R.) & Co.   556,200  39,421
Hercules, Inc.   769,400  42,509
ICI (Imperial Chemical Industries) PLC Ord.   714,200  8,736
International Specialty Products, Inc. (a)  922,300  10,145
Monsanto Co.   253,500  8,239
Praxair, Inc.   1,537,000  64,938
Raychem Corp.   476,800  34,270
Rohm & Haas Co.   128,500  8,063
Sealed Air Corp. (a)  1,294,000  43,511
Union Carbide Corp.   1,636,200  65,039
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
BASIC INDUSTRIES - CONTINUED
CHEMICALS & PLASTICS - CONTINUED
Uniroyal Chemical Corp. (a)(c)  1,280,900 $ 19,053
Witco Corp.   325,200  11,179
  660,822
IRON & STEEL - 0.2%
Kobe Steel Ltd. (a)  11,093,000  31,852
Mueller Industries, Inc. (a)  148,100  6,146
  37,998
METALS & MINING - 1.1%
Aluminum Co. of America  347,600  19,944
Belden, Inc.   25,000  750
Falconbridge Ltd.   620,200  13,509
Falconbridge Ltd. 1st Installment Receipt (d)  1,076,300  8,683
Freeport-McMoRan Copper & Gold, Inc. Class B  2,207,500  70,364
Inco Ltd.   1,842,900  59,400
QNI Ltd.   8,680,400  19,415
SGL Carbon AG  120,900  14,116
Titanium Metals Corp. (a)  213,500  5,524
Tongkah Holdings BHD (c)  9,587,000  15,985
  227,690
PACKAGING & CONTAINERS - 0.4%
Bemis Co., Inc.   179,500  6,283
Corning, Inc.   650,900  24,978
Owens-Illinois, Inc. (a)  2,959,700  47,355
  78,616
PAPER & FOREST PRODUCTS - 0.7%
Arab Malaysian Corp. BHD  7,961,000  31,270
Boise Cascade Corp.   95,400  3,494
Champion International Corp.   438,900  18,324
Fort Howard Corp. (a)  319,300  6,346
Georgia-Pacific Corp.   312,500  22,188
International Paper Co.   56,800  2,095
Malakoff BHD  8,544,000  37,326
Pentair, Inc.   260,000  7,800
  128,843
TOTAL BASIC INDUSTRIES   1,133,969
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONGLOMERATES - 1.1%
Alexander & Baldwin, Inc.   66,300 $ 1,599
Allied-Signal, Inc.   1,156,500  66,065
American Standard Companies, Inc. (a)  269,400  8,890
Berkshire Hathaway, Inc. (a)  270  8,289
Brascan Ltd. Class A  670,200  12,484
Crane Co.   334,700  13,723
Suncor, Inc.   44,100  1,394
Tyco International Ltd.   2,638,100  107,503
United Technologies Corp.   40,800  4,692
  224,639
CONSTRUCTION & REAL ESTATE - 2.0%
BUILDING MATERIALS - 0.3%
Dexter Corp.   73,500  2,187
Elcor Corp.   247,700  4,521
Hume Industries BHD  6,798,000  33,241
Masco Corp.   302,000  9,136
Schuller Corp.   809,300  8,396
Southdown, Inc.   212,900  5,003
York International Corp.   36,100  1,868
  64,352
CONSTRUCTION - 0.6%
Centex Corp.   74,200  2,309
Daiwa House Industry Co. Ltd.   2,126,000  32,945
Lennar Corp.   831,572  20,789
Oakwood Homes Corp.   1,165,500  24,038
Skyline Corp.   5,600  140
YTL Corp. BHD  7,076,250  36,870
  117,091
ENGINEERING - 0.4%
EG & G, Inc.   708,700  15,148
Fluor Corp.   845,500  55,275
Foster Wheeler Corp.   294,000  13,193
MasTec, Inc. (a)  187,400  4,732
  88,348
REAL ESTATE - 0.3%
Bandar Raya Development BHD  4,483,000  7,546
Catellus Development Corp.   114,300  1,043
Rouse Co. (The)  1,549,900  40,104
  48,693
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
CONSTRUCTION & REAL ESTATE - CONTINUED
REAL ESTATE INVESTMENT TRUSTS - 0.4%
Crescent Real Estate Equities, Inc.   489,200 $ 17,977
Felcor Suite Hotels, Inc.   215,600  6,576
General Growth Properties, Inc.   126,200  3,045
Speiker Properties, Inc.   1,056,800  28,798
Starwood Lodging Trust combined certificate   446,900  16,256
Weingarten Realty Investors (SBI)  6,000  233
  72,885
TOTAL CONSTRUCTION & REAL ESTATE   391,369
DURABLES - 7.0%
AUTOS, TIRES, & ACCESSORIES - 5.1%
Autozone, Inc. (a)  525,600  18,265
Chrysler Corp.   3,439,700  213,261
Dana Corp.   1,473,400  45,675
Danaher Corp.   1,063,900  46,280
Ford Motor Co.   4,688,900  151,803
General Motors Corp.   4,307,600  225,611
Goodyear Tire & Rubber Co.   463,000  22,340
Honda Motor Co. Ltd.   2,010,000  52,034
Intermet Corp. (a)  1,108,900  15,455
Lear Corp. (a)  2,543,300  89,650
Magna International, Inc. Class A  315,000  14,554
PACCAR, Inc.   160,300  7,855
SPX Corp.   699,900  17,147
Scania AB:
Class A   287,300  7,952
 Class B   287,300  7,974
Standard Products Co.   162,800  3,785
TRW, Inc.   283,500  25,480
Toyota Motor Corp.   1,266,000  31,620
  996,741
CONSUMER DURABLES - 0.0%
Syratech Corp. (a)  173,500  3,904
CONSUMER ELECTRONICS - 0.6%
Harman International Industries, Inc.   403,900  19,892
Maytag Co.   1,650,400  34,452
Oyl Industries BHD   3,150,000  32,826
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
DURABLES - CONTINUED
CONSUMER ELECTRONICS - CONTINUED
Oyl Industries BHD (rights) (a)  315,000 $ 1,389
Sony Corp.   532,800  35,016
  123,575
HOME FURNISHINGS - 0.1%
Furniture Brands International, Inc. (a)  1,867,700  20,544
Miller (Herman), Inc.   101,700  3,115
  23,659
TEXTILES & APPAREL - 1.2%
Adidas AG  277,500  23,281
Designer Holdings Ltd. (a)(c)  533,900  14,215
Fila Holding Spa sponsored ADR  40,100  3,459
Fruit of the Loom, Inc. Class A (a)  233,400  5,952
Gucci Group NV  187,000  12,062
Intimate Brands, Inc. Class A  868,000  19,856
Jones Apparel Group, Inc. (a)  565,800  27,795
Liz Claiborne, Inc.   963,500  33,361
NIKE, Inc. Class B  543,500  55,844
Stride Rite Corp.   387,400  3,196
Unifi, Inc.   253,700  7,135
Warnaco Group, Inc. Class A  1,051,100  27,066
  233,222
TOTAL DURABLES   1,381,101
ENERGY - 20.8%
ENERGY SERVICES - 9.1%
BJ Services Co. (a)  850,547  29,875
Baker Hughes, Inc.   2,571,100  84,525
Carbo Ceramics, Inc. (a)  275,100  6,052
Diamond Offshore Drilling, Inc. (a)  1,514,148  86,685
Dresser Industries, Inc.   4,388,300  129,455
ENSCO International, Inc. (a)(c)  3,791,325  123,218
Energy Ventures, Inc. (a)  679,500  22,084
Falcon Drilling, Inc. (a)  524,300  14,222
Global Marine, Inc. (a)  2,803,300  38,896
Halliburton Co.   3,526,900  195,743
Helmerich & Payne, Inc.   1,087,900  39,844
Nabors Industries, Inc. (a)(c)  5,574,500  90,586
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
ENERGY - CONTINUED
ENERGY SERVICES - CONTINUED
Newpark Resources, Inc.   239,000 $ 8,783
Noble Drilling Corp.   2,149,900  29,830
Powell Industries, Inc. (a)  41,600  484
Reading & Bates Corp. (a)  1,758,100  38,898
Rowan Companies, Inc. (a)  494,500  7,294
Schlumberger Ltd.   4,531,500  381,779
Smedvig AS (c)  1,749,100  40,461
Smith International, Inc. (a)(c)  3,993,100  120,292
Sonat Offshore Drilling, Inc. (c)  1,483,200  74,902
Tidewater, Inc. (c)  3,465,533  152,050
Transocean Drilling AS (a)  236,000  6,112
Varco International, Inc. (a)  609,000  11,038
Weatherford Enterra, Inc. (a)  2,490,180  74,705
  1,807,813
INDEPENDENT POWER - 0.1%
Thermo Electron Corp. (a)  764,700  31,831
OIL & GAS - 11.6%
Amerada Hess Corp.   406,500  21,798
Amoco Corp.   73,400  5,312
Anadarko Petroleum Corp.   1,204,600  69,867
Atlantic Richfield Co.   901,200  106,792
Barrett Resources Corp. (a)  901,200  26,811
Benton Oil & Gas Co. (a)  702,900  15,464
British Petroleum PLC ADR  1,456,896  155,706
Burlington Resources, Inc.   1,363,600  58,635
Camco International, Inc. (c)  2,103,100  71,243
Canada Occidental Petroleum Ltd.   1,966,400  33,096
Canadian Natural Resources Ltd. (a)  445,900  8,323
Chesapeake Energy Corp. (a)  567,900  34,027
Coastal Corp. (The)  1,387,600  57,932
Cooper Cameron Corp. (a)(c)  1,794,800  78,523
Devon Energy Corp.   30,200  740
Diamond Shamrock R&M, Inc. (c)  1,681,200  48,544
Elan Energy, Inc. (a)  161,900  1,484
Enron Oil & Gas Co.   2,536,300  70,699
Enterprise Oil PLC  1,866,400  13,328
Exxon Corp.   710,100  61,690
Forcenergy Gas Exploration, Inc. (a)  328,500  6,200
Imperial Oil Ltd.   260,300  10,996
Kerr-McGee Corp.   443,700  27,010
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Louisiana Land & Exploration Co.   138,700 $ 7,993
NGC Corp.   424,100  6,362
Newfield Exploration Co. (a)(c)  1,028,200  39,971
Noble Affiliates, Inc. (a)  1,007,000  38,014
Norcen Energy Resources Ltd.   109,600  1,925
Northstar Energy Corp. (a)   1,499,300  14,569
Occidental Petroleum Corp.   4,641,800  114,884
Petro-Canada  1,221,600  15,185
Petro-Canada 1st installment receipt (e)  1,547,100  9,644
Phillips Petroleum Co.   3,320,400  139,041
Pogo Producing Co.   1,626,200  61,999
Renaissance Energy Ltd. (a)  2,710,288  71,556
Rio Alto Exploration Ltd. (a)(b)  549,700  3,024
Royal Dutch Petroleum Co.:
Ord.   253,200  39,038
 ADR  1,660,800  255,348
Rutherford-Moran Oil Corp.   23,100  563
Santa Fe Energy Resources, Inc. (a)  2,152,100  25,556
Swift Energy Co. (a)  221,000  3,978
Texaco, Inc.   1,306,200  109,558
Tosco Corp.   612,200  30,763
USX-Marathon Group   2,520,300  50,721
Union Pacific Resources Group, Inc.   1,926,300  51,529
United Meridian Corp. (a)  802,800  28,901
Unocal Corp.   4,106,602  138,598
Valero Energy Corp.   450,100  11,253
Vastar Resources, Inc.   375,900  14,049
Vintage Petroleum, Inc.   1,014,000  25,857
  2,294,099
TOTAL ENERGY   4,133,743
FINANCE - 7.8%
BANKS - 3.5%
Bangkok Bank PCL (For. Reg.)  3,122,200  42,290
Bank International Indonesia PT (For. Reg.)  1,718,000  8,492
Bank of New York Co., Inc.   389,200  19,947
BankAmerica Corp.   1,519,500  115,102
Chase Manhattan Corp.   452,200  31,937
Citicorp  885,900  73,197
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - CONTINUED
BANKS - CONTINUED
Cullen Frost Bankers, Inc.   238,000 $ 6,605
First Bank System, Inc.   1,413,400  81,977
First Commerce Corp.   354,400  12,537
Firstar Corp.   104,300  4,811
HSBC Holdings PLC  3,660,000  56,021
HUBCO, Inc.   173,800  3,672
Hang Seng Bank Ltd.   897,000  9,038
Hong Leong Bank BHD  2,289,000  6,422
Krung Thai Bank Ltd. (For. Reg.)  5,968,200  27,965
Mitsui Trust and Banking Co. Ltd.   2,040,000  23,802
NationsBank Corp.   423,100  34,959
Regions Financial Corp.   46,400  2,169
Sakura Bank Ltd.   1,153,000  12,822
Siam City Bank PCL (For. Reg.)  8,987,400  9,643
Texas Regional Bancshares, Inc. Class A (vtg)  95,500  2,388
Thai Farmers Bank PCL  1,629,200  17,834
Thai Military Bank Ltd. (For. Reg.)  3,047,640  12,000
U.S. Bancorp.   1,688,800  61,008
Westpac Banking Corp.   3,633,000  16,108
Zions Bancorp.   93,400  6,795
  699,541
CLOSED END INVESTMENT COMPANY - 0.4%
Alliance Global Environment Fund  163,000  2,139
Asia Pacific Fund, Inc.   324,400  4,217
Asia Tigers Fund, Inc.   338,400  3,934
Emerging Markets Infrastructure Fund, Inc.   332,600  3,783
GT Global Developing Markets Fund  642,000  7,142
Malaysia Fund, Inc.   86,000  1,613
Mexico Fund, Inc. (The)  249,200  3,800
Morgan Stanley Asia-Pacific Fund, Inc.   1,608,500  19,302
Morgan Stanley Emerging Markets Fund, Inc.   391,900  6,613
Schroder Asian Growth Fund, Inc. (a)  485,500  6,372
TCW/DW Emerging Markets Opportunities Trust (SBI)  233,600  2,570
Templeton Dragon Fund, Inc.   742,500  9,838
Templeton Emerging Markets Fund, Inc.   166,900  3,171
  74,494
CREDIT & OTHER FINANCE - 1.7%
Aames Financial Corp.   2,800  100
Acom Co. Ltd.   331,900  12,979
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
FINANCE - CONTINUED
CREDIT & OTHER FINANCE - CONTINUED
American Express Co.   1,581,600 $ 70,579
Associates First Capital Corp. (a)  490,900  18,470
Cityscape Financial Corp.   225,200  11,542
Greenpoint Financial Corp.   1,112,600  31,431
Hong Leong Credit BHD  2,931,000  13,862
Hong Leong Finance Ltd. (For. Reg.)  1,199,000  4,196
Household International, Inc.   1,904,688  144,756
Industrial Finance Corp. (For. Reg.)  3,101,200  13,920
PHH Corp.   231,200  13,178
TA Enterprise BHD  7,017,000  10,968
  345,981
FEDERAL SPONSORED CREDIT - 0.5%
Federal Home Loan Mortgage Corporation  117,500  10,046
Federal National Mortgage Association  2,680,400  89,793
  99,839
INSURANCE - 1.1%
ACE Ltd.   21,100  992
Allmerica Financial Corp.   536,800  15,970
Allstate Corp.   1,771,300  80,816
Conseco, Inc.   1,174,600  46,984
Everest Reinsurance Holdings, Inc.   50,000  1,294
Gainsco, Inc.   599,000  5,915
ITT Hartford Group, Inc.   12,500  666
SunAmerica, Inc.   506,200  28,600
Tokio Marine & Fire Insurance Co. Ltd. (The)  417,000  5,550
Travelers/Aetna Property Casualty Corp. Class A (a)  439,200  12,462
Travelers Group, Inc., (The)  654,450  29,859
  229,108
SAVINGS & LOANS - 0.3%
Glendale Federal Bank Federal Savings Bank (a)  1,442,000  26,136
Golden West Financial Corp.   568,600  31,842
  57,978
SECURITIES INDUSTRY - 0.3%
Nikko Securities Co. Ltd.   2,115,000  23,713
Nomura Securities Co. Ltd.   617,000  12,036
Peregrine Investments Holdings Ltd.   10,398,000  14,977
  50,726
TOTAL FINANCE   1,557,667
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
HEALTH - 2.5%
DRUGS & PHARMACEUTICALS - 0.3%
Alliance Pharmaceutical Corp. (a)  598,400 $ 9,874
Andrx Corp. (a)  78,700  1,190
CIBA-GEIGY AG (Reg.)  2,600  3,163
Sandoz AG (Reg.)  1,800  2,054
Sepracor, Inc. (c)  1,319,400  19,791
Takeda Chemical Industries Ltd.   1,169,000  20,672
  56,744
MEDICAL EQUIPMENT & SUPPLIES - 0.6%
Acuson Corp. (a)  122,400  1,958
Bard (C.R.), Inc.   54,500  1,853
Becton, Dickinson & Co.   86,700  6,958
Biomet, Inc. (a)  681,900  9,802
Cardinal Health, Inc.   40,100  2,892
Guidant Corp.   312,600  15,396
Hoya Corp.   1,242,000  40,077
InControl, Inc. (a)  562,000  6,604
Pall Corp.   82,400  1,988
Sofamor/Danek Group, Inc.   169,900  4,715
U.S. Surgical Corp.   1,048,200  32,494
  124,737
MEDICAL FACILITIES MANAGEMENT - 1.6%
Columbia/HCA Healthcare Corp.   1,217,500  64,985
HEALTHSOUTH Rehabilitation Corp. (a)  3,769,000  135,685
Health Management Associates, Inc. Class A (a)  1,600,750  32,415
Multicare Companies, Inc. (a)  231,900  4,406
National Surgery Centers, Inc. (a)  220,450  5,842
OrNda Healthcorp (a)  313,000  7,512
Physicians Resource Group, Inc. (a)  187,100  6,244
Quorum Health Group, Inc. (a)  190,500  5,024
Tenet Healthcare Corp. (a)  1,491,900  31,889
Total Renal Care Holdings, Inc. (a)  194,300  8,209
Vencor, Inc. (a)  456,600  13,926
  316,137
TOTAL HEALTH   497,618
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
HOLDING COMPANIES - 0.3%
Astra International PT (For. Reg.)  5,041,000 $ 7,313
First Pacific Co. Ltd.   8,142,000  12,516
Citic Pacific Ltd. Ord.   2,336,000  9,445
Lonrho Ltd. Ord.   3,949,900  11,344
Malaysian Plantations BHD (c)  14,164,000  19,075
  59,693
INDUSTRIAL MACHINERY & EQUIPMENT - 4.9%
ELECTRICAL EQUIPMENT - 1.2%
Alcatel Alsthom Cie Generale d'Electricite SA  419,200  36,512
AMETEK, Inc.   312,800  6,803
Avid Technology, Inc. (a)  496,300  9,182
Charter Power Systems, Inc.   42,100  1,463
Computer Products, Inc. (a)  478,100  8,187
Emerson Electric Co.   303,800  27,456
Hutchison Whampoa Ltd. Ord.   294,000  1,850
Loral Space & Communications Ltd. (a)  3,245,700  44,223
Omron Corp.   1,345,000  28,566
Roper Industries, Inc.   43,100  2,101
Sensormatic Electronics Corp. (a)  118,500  1,940
United Engineers BHD  2,356,000  16,336
Westinghouse Electric Corp.   2,392,400  44,859
  229,478
INDUSTRIAL MACHINERY & EQUIPMENT - 2.6%
BW/IP Holdings, Inc. Class A  561,600  10,670
Case Corp.   1,416,300  67,982
Caterpillar, Inc.   1,778,400  120,487
Cooper Industries, Inc.   689,100  28,598
Deere & Co.   846,400  33,856
Detroit Diesel Corp. (a)  150,300  2,912
Dover Corp.   611,500  28,205
Global Industrial Technologies, Inc. (a)  46,600  746
Graham-Field Health Products, Inc. (a)  42,300  365
Harnischfeger Industries, Inc.   544,400  18,101
Ingersoll-Rand Co.   1,392,700  60,931
Kaydon Corp.   726,500  31,240
Parker-Hannifin Corp.   193,300  8,191
Stanley Works  1,092,000  32,486
Thermo Fibertek, Inc. (a)  265,650  4,483
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
UCAR International, Inc. (a)  1,200,000 $ 49,950
Van Der Horst Ltd.   2,573,000  12,031
  511,234
POLLUTION CONTROL - 1.1%
Allied Waste Industries, Inc. (a)  1,101,600  9,777
Republic Industries, Inc.   132,000  3,845
Sanifill, Inc. (a)  792,100  39,011
Sevenson Environmental Services, Inc. (c)  401,200  6,971
Thermo Instrument Systems, Inc. (a)  109,100  3,518
USA Waste Services, Inc. (a)  1,178,400  34,910
United Waste Systems, Inc. (a)  1,377,600  44,428
WMX Technologies, Inc.   2,475,600  81,075
  223,535
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   964,247
MEDIA & LEISURE - 6.1%
BROADCASTING - 1.0%
American Radio Systems Corp. Class A (a)(c)  705,800  30,349
Asia Satellite Telecommunications Holdings Ltd.   2,180,300  6,464
Chancellor Corp. Class A   51,800  1,618
Clear Channel Communications, Inc. (a)  165,200  13,608
Emmis Broadcasting Corp. Class A (a)  95,000  4,750
EZ Communications, Inc. Class A (a)  9,200  219
Home Shopping Network, Inc. (a)  2,041,000  24,492
Infinity Broadcasting Corp. Class A  1,380,800  41,425
Jacor Communications, Inc. Class A (a)  309,500  9,556
PanAmSat Corp. (a)  283,600  8,224
Paxson Communications Corp. (a)  630,500  6,699
Renaissance Communications Corp. (a)  720,600  23,239
TCI Group Class A  494,600  8,965
U.S. Satellite Broadcasting Co., Inc. Class A  195,100  7,365
Viacom, Inc. Class A (a)  12,100  461
  187,434
ENTERTAINMENT - 0.2%
Ameristar Casinos, Inc.   95,300  1,239
Carmike Cinemas, Inc. Class A (a)  28,000  756
Disney (Walt) Co.   185,000  11,632
MGM Grand, Inc. (a)  29,000  1,156
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
MEDIA & LEISURE - CONTINUED
ENTERTAINMENT - CONTINUED
Multi-Purpose Holdings BHD  12,703,000 $ 20,468
Regal Cinemas, Inc. (a)  213,100  9,749
  45,000
LEISURE DURABLES & TOYS - 1.2%
Brunswick Corp.   14,200  284
Callaway Golf Co.   275,100  9,147
Champion Enterprises, Inc. (a)  1,355,100  28,288
Coleman, Inc. (a)  381,600  16,170
Harley Davidson, Inc.   755,700  31,078
Hasbro, Inc.   1,547,200  55,312
K2, Inc. (a)  81,100  2,200
Mattel, Inc.   1,634,225  46,780
Nintendo Co. Ltd. Ord.   521,400  38,782
Polaris Industries, Inc.   428,800  14,633
  242,674
LODGING & GAMING - 2.3%
Bally Entertainment Corp.   2,025,000  55,688
Circus Circus Enterprises, Inc. (a)  1,782,900  73,099
HFS, Inc. (a)  880,460  61,632
Hilton Hotels Corp.   847,500  95,344
Host Marriott Corp. (a)  3,077,900  40,397
ITT Corp.   768,000  50,880
International Game Technology Corp.   901,200  15,208
Interstate Hotels Co.   147,200  3,275
Mirage Resorts, Inc. (a)  367,750  19,767
Penske Motorsports, Inc.   84,200  2,231
Promus Hotel Corp. (a)  12,300  364
Renaissance Hotel Group NV  29,600  629
Showboat, Inc.   612,750  18,459
Sun International Hotels Ltd. Ord. (a)  177,300  8,599
  445,572
PUBLISHING - 1.1%
Belo (A.H.) Corp. Class A  27,700  1,032
Dow Jones & Co., Inc.   32,500  1,357
Harcourt General, Inc.   915,000  45,750
K-III Communications Corp. (a)(c)  981,800  12,273
Knight-Ridder, Inc.   629,700  45,653
New York Times Co., (The) Class A  1,361,500  44,419
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
MEDIA & LEISURE - CONTINUED
PUBLISHING - CONTINUED
Playboy Enterprises, Inc. Class B (a)  476,400 $ 7,027
Times Mirror Co. Class A  1,299,100  56,511
  214,022
RESTAURANTS - 0.3%
Daka International, Inc. (a)  18,600  437
Landry's Seafood Restaurants, Inc. (a)(c)  1,143,700  28,307
Outback Steakhouse, Inc. (a)  767,500  26,467
Papa John's International, Inc. (a)  130,200  6,347
Shoney's, Inc. (a)  472,400  5,137
  66,695
TOTAL MEDIA & LEISURE   1,201,397
NONDURABLES - 1.0%
BEVERAGES - 0.1%
Coca-Cola Enterprises, Inc.   51,000  1,766
PepsiCo, Inc.   354,600  12,544
Seagram Co. Ltd.   377,800  12,676
  26,986
FOODS - 0.0%
Dole Food, Inc.   93,500  4,020
HOUSEHOLD PRODUCTS - 0.4%
Gillette Co.   304,600  18,999
Inbrand Corp. (a)  196,200  5,494
Metro Pacific, Inc. Class B  130,851,000  38,971
Premark International, Inc.   373,500  6,910
Safeskin Corp. (a)  231,500  9,607
  79,981
TOBACCO - 0.5%
Grupo Carso SA de CV Class A-1 (a)  9,781,000  69,376
Gudang Garam PT (For. Reg.)  1,955,000  8,382
Sampoerna Hanjaya Mandala (For. Reg.)  1,307,500  14,893
  92,651
TOTAL NONDURABLES   203,638
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
PRECIOUS METALS - 2.8%
Agnico Eagle Mines Ltd.   270,700 $ 4,417
Barrick Gold Corp.   1,847,700  50,205
Bre-X Minerals Ltd. (a)  4,433,500  74,133
Bresea Resources Ltd. (a)  323,800  3,028
De Beers Consolidated Mines Ltd. ADR  179,200  6,048
Euro-Nevada Mining Ltd.   502,200  21,546
Euro-Nevada Mining Ltd. (b)  71,500  3,068
Franco Nevada Mining Corp.   709,800  45,028
Getchell Gold Corp.   676,056  22,310
Greenstone Resources Ltd. (a)  505,700  5,934
Indochina Goldfields Ltd. (b)  948,400  8,173
Kinross Gold Corp. (a)  4,196,900  31,703
Newmont Gold Co.   486,300  24,497
Newmont Mining Corp.   3,035,300  149,867
Placer Dome, Inc.   1,785,600  42,756
TVI Pacific, Inc. (a)  679,700  857
TVI Pacific, Inc. (a)(b)  1,769,700  2,232
Western Mining Holdings Ltd.   7,257,100  52,009
  547,811
RETAIL & WHOLESALE - 7.9%
APPAREL STORES - 2.4%
AnnTaylor Stores Corp. (a)  497,000  10,064
Burton Group PLC Ord.   4,000,000  9,625
Cato Corp. Class A (c)  1,615,000  9,690
Charming Shoppes, Inc. (c)  7,457,100  52,666
Gap, Inc.   2,284,500  73,390
Goody's Family Clothing (c)  1,535,300  15,737
Limited, Inc. (The)  2,114,204  45,455
Loehmanns, Inc. (a)(c)  327,500  7,533
Melville Corp.   2,841,700  115,089
Payless Shoesource, Inc. (a)  1,071,332  34,015
Ross Stores, Inc.   488,500  16,975
Saks Holdings, Inc. (a)  378,500  12,916
TJX Companies, Inc.   1,912,900  64,560
  467,715
GENERAL MERCHANDISE STORES - 1.8%
Consolidated Stores Corp. (a)  191,900  7,052
Dayton Hudson Corp.   668,400  68,929
Dillard Department Stores, Inc. Class A  1,095,300  39,978
Federated Department Stores, Inc. (a)  360,200  12,292
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
RETAIL & WHOLESALE - CONTINUED
GENERAL MERCHANDISE STORES - CONTINUED
K mart Corp.   2,126,200 $ 26,312
Kohls Corp. (a)  135,300  4,955
May Department Stores Co. (The)  180,800  7,910
Mercantile Stores Co., Inc.   163,200  9,568
Meyer (Fred), Inc. (a)  164,600  4,835
Michaels Stores, Inc. (a)  1,107,400  18,826
Price/Costco, Inc. (a)  1,265,400  27,364
Stein Mart, Inc. (a)  797,100  14,547
Value City Department Stores, Inc. (a)  541,800  5,960
Woolworth Corp. (a)  5,044,000  113,490
  362,018
GROCERY STORES - 1.9%
Albertson's, Inc.   436,300  18,052
American Stores Co.   606,600  25,022
Central Garden & Pet Co. (a)(c)  465,800  8,384
Food Lion, Inc.:
Class A  5,559,900  44,132
 Class B  429,800  3,331
Giant Food, Inc. Class A  106,500  3,821
Great Atlantic & Pacific Tea Co., Inc.   1,130,200  37,155
Loblaw Companies Ltd.   1,620,000  13,128
Performance Food Group Co. (a)  371,600  9,662
Provigo, Inc. (a)  4,196,200  22,465
Quality Food Centers, Inc. (a)  115,900  2,984
Richfood Holdings, Inc. Class A (c)  2,325,700  75,585
Safeway, Inc. (a)  2,841,300  93,763
Vons Companies, Inc. (a)  154,100  5,759
Weis Markets, Inc.   63,300  2,065
Whole Foods Market, Inc. (a)  286,000  7,579
  372,887
RETAIL & WHOLESALE, MISCELLANEOUS - 1.8%
Circuit City Stores, Inc.   822,900  29,727
Daisytek International Corp.   12,900  542
Duty Free International, Inc.   338,000  5,155
Home Depot, Inc., (The)  3,302,000  178,308
Lowe's Companies, Inc.   892,400  32,238
Orchard Supply Hardware Corp. (a)  196,600  5,923
Petco Animal Supplies, Inc. (a)  83,700  2,406
PETsMART, Inc. (a)  65,300  3,118
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - CONTINUED
Tiffany & Co., Inc.   124,500 $ 9,089
Toys "R" Us, Inc.   3,138,300  89,442
  355,948
TOTAL RETAIL & WHOLESALE   1,558,568
SERVICES - 0.7%
ADVERTISING - 0.1%
Interpublic Group of Companies, Inc.   82,500  3,868
WPP Group PLC  2,434,300  8,200
  12,068
LEASING & RENTAL - 0.0%
Team Rental Group, Inc. Class A (a)  4,600  64
PRINTING - 0.1%
Deluxe Corp.   309,000  10,970
Harland (John H.) Co.   119,400  2,940
  13,910
SERVICES - 0.5%
APAC Teleservices, Inc. (a)  431,000  15,516
Block (H&R), Inc.   69,100  2,254
Coach USA, Inc. (a)  120,200  2,674
HCIA, Inc. (a)  255,400  16,090
Manpower, Inc.   359,800  14,122
National Service Industries, Inc.   848,800  33,209
Norrell Corp. GA  25,000  1,228
Robert Half International, Inc. (a)  56,600  1,578
Service Corp. International  265,100  15,244
Sitel Corp. (a)  58,600  2,425
  104,340
TOTAL SERVICES   130,382
TECHNOLOGY - 5.2%
COMMUNICATIONS EQUIPMENT - 0.5%
Cisco Systems, Inc. (a)  670,500  37,967
Dynatech Corp. (a)(c)  983,300  31,957
Echostar Communications Corp. Class A (a)  274,300  7,749
Northern Telecom Ltd.   555,700  30,260
  107,933
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - 1.7%
Acxiom Corp. (a)  44,600 $ 1,522
Ascend Communications, Inc. (a)  63,200  3,555
BBN Corp.   115,900  2,521
BMC Software, Inc. (a)  164,900  9,853
Broadway & Seymour, Inc. (a)  12,700  152
CACI International, Inc. Class A (a)  411,400  6,480
CUC International, Inc. (a)  470,500  16,703
Ceridian Corp. (a)  1,963,800  99,172
Computer Sciences Corp. (a)  233,100  17,424
Compuware Corp. (a)  37,100  1,465
Documentum, Inc. (a)  392,500  11,971
ECI Telecom Ltd.   1,164,500  27,075
Electronic Arts, Inc.   198,500  5,310
Equifax Inc.   649,900  17,060
Fair Issac & Company, Inc.   20,400  903
First Data Corp.   356,100  28,354
Fiserv, Inc.   52,700  1,581
GT Interactive Software, Inc. (a)  225,800  3,782
ICT Group, Inc. (a)  73,000  1,405
Keane, Inc. (a)  412,700  15,218
Metromail Corp. (a)  362,900  8,120
Micrografx, Inc. (a)  295,600  4,323
National Data Corp.   81,600  2,795
Oracle Corp. (a)   608,000  23,978
Policy Management Systems Corp. (a)  90,700  4,535
SunGard Data Systems, Inc. (a)  184,600  7,407
Vanstar Corp. (a)(c)  916,600  15,353
  338,017
COMPUTERS & OFFICE EQUIPMENT - 1.3%
Bell & Howell Co. (a)(c)  975,700  31,832
Canon, Inc.   3,965,000  82,406
Compaq Computer Corp. (a)  302,200  14,883
Data General Corp. (a)  234,100  3,043
Dell Computer Corp. (a)  155,400  7,906
Diebold, Inc.   389,600  18,798
FileNet Corp. (a)(c)  809,100  29,532
Hewlett-Packard Co.   75,700  7,542
Kronos, Inc. (a)(c)  761,500  27,033
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TECHNOLOGY - CONTINUED
COMPUTERS & OFFICE EQUIPMENT - CONTINUED
Stratus Computer, Inc. (a)  809,600 $ 23,478
Sun Microsystems, Inc. (a)  74,900  4,410
VeriFone, Inc. (a)  241,300  10,195
  261,058
ELECTRONIC INSTRUMENTS - 0.4%
ADE Corp.   113,000  1,610
Perkin-Elmer Corp.   1,438,300  69,398
Waters Corp. (a)  385,600  12,725
  83,733
ELECTRONICS - 0.7%
ESS Technology, Inc. (a)  412,000  7,622
Griffon Corp. (a)  692,600  5,627
Intel Corp.   606,200  44,519
OnTrak Systems, Inc. (a)  42,700  694
Storage Technology Corp. (a)  1,702,100  65,105
Zero Corp.   482,400  10,311
  133,878
PHOTOGRAPHIC EQUIPMENT - 0.6%
Eastman Kodak Co.   281,200  21,863
Fuji Photo Film Co. Ltd.   2,003,000  63,173
Polaroid Corp.   519,500  23,702
  108,738
TOTAL TECHNOLOGY   1,033,357
TRANSPORTATION - 2.5%
AIR TRANSPORTATION - 0.6%
AMR Corp.   112,800  10,265
Atlantic Southeast Airlines, Inc.   540,800  15,278
Comair Holdings, Inc.   247,800  6,691
Delta Air Lines, Inc.   713,900  59,253
Mesa Airlines, Inc.   50,000  594
Northwest Airlines Corp. Class A (a)  50,000  1,975
UAL Corp. (a)  429,700  23,095
USAir Group, Inc.   199,100  3,584
  120,735
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
TRANSPORTATION - CONTINUED
RAILROADS - 1.9%
Bombardier, Inc. Class B  2,407,500 $ 36,107
Burlington Northern Santa Fe Corp.   1,719,200  139,040
CSX Corp.   1,932,800  93,258
Canadian Pacific Ltd. Ord.   2,424,200  53,158
Tranz Rail Holdings Ltd. sponsored ADR (a)  276,900  3,842
Wisconsin Central Transportation Corp. (a)  1,549,200  50,349
  375,754
SHIPPING - 0.0%
Trico Marine Services, Inc. (a)  103,600  2,305
TRUCKING & FREIGHT - 0.0%
Expeditors International of Washington, Inc.   1,900  59
USFreightways Corp.   320,500  6,250
Yellow Corp. (a)  101,000  1,338
  7,647
TOTAL TRANSPORTATION   506,441
UTILITIES - 2.6%
CELLULAR - 0.1%
Advanced Information Services PCL (For. Reg.)  60,100  942
Commnet Cellular, Inc. (a)  23,200  696
Palmer Wireless, Inc. (a)  666,900  13,338
360 Degrees Communications Co. (a)  422,100  10,130
  25,106
ELECTRIC UTILITY - 0.2%
Iberdrola SA  900,000  9,232
Korea Electric Power Corp.   696,400  28,124
Korea Electric Power Corp. ADR  119,400  2,895
  40,251
GAS - 0.4%
Consolidated Natural Gas Co.   9,200  481
Enron Corp.   709,100  28,984
Nova Corp.   3,364,700  30,475
Sonat, Inc.   516,200  23,229
Williams Companies, Inc.   17,000  842
  84,011
COMMON STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
UTILITIES - CONTINUED
TELEPHONE SERVICES - 1.9%
BCE, Inc.   1,660,500 $ 65,456
Cincinnati Bell, Inc.   185,500  9,669
Comsat Corp., Series 1  431,400  11,216
DDI Corp. Ord.   209  1,821
LCI International, Inc. (a)  865,500  27,155
Lucent Technologies, Inc.   630,000  23,861
Sprint Corp.   1,260,800  52,954
WorldCom, Inc. (a)  3,328,800  184,333
  376,465
TOTAL UTILITIES   525,833
TOTAL COMMON STOCKS
(Cost $14,220,629)   16,321,888
CONVERTIBLE PREFERRED STOCKS - 0.3%
CONSTRUCTION & REAL ESTATE - 0.0%
REAL ESTATE - 0.0%
Rouse Co., Series A  150,400  8,723
ENERGY - 0.1%
OIL & GAS - 0.1%
Diamond Shamrock, Inc. $2.50 (b)  160,800  9,728
Valero Energy Corp. $3.125  100,000  5,250
  14,978
MEDIA & LEISURE - 0.0%
BROADCASTING - 0.0%
American Radio System Corp. $3.50 depository shares 
representing 1/20 (b)  72,400  4,272
RETAIL & WHOLESALE - 0.2%
APPAREL STORES - 0.1%
TJX Companies, Inc., Series E, $7.00   73,500  13,818
CONVERTIBLE PREFERRED STOCKS - CONTINUED
 SHARES VALUE (NOTE 1)
  (000S)
RETAIL & WHOLESALE - CONTINUED
GENERAL MERCHANDISE STORES - 0.1%
K Mart Financing I $3.875  212,200 $ 11,512
TOTAL RETAIL & WHOLESALE   25,330
TOTAL CONVERTIBLE PREFERRED STOCKS
(Cost $50,944)   53,303
CORPORATE BONDS - 0.3%
 MOODY'S PRINCIPAL
 RATINGS (F) AMOUNT (000S)
ENERGY - 0.2%
ENERGY SERVICES - 0.1%
Nabors Industries, Inc. 5%, 5/1/06  Ba2 $ 9,476,000  10,518
OIL & GAS - 0.1%
Pogo Producing Co. 5 1/2%, 6/15/06 (b)  B2  13,900,000  14,943
TOTAL ENERGY   25,461
HEALTH - 0.1%
MEDICAL FACILITIES MANAGEMENT - 0.1%
NovaCare, Inc. 5 1/2%, 1/15/00  B1  19,870,000  17,486
MEDIA & LEISURE - 0.0%
BROADCASTING - 0.0%
Home Shopping Network, Inc. 
5 7/8%, 3/1/06 (b)  B-  4,152,000  4,775
Jacor Communications, Inc. liquid yield 
option notes 0%, 6/12/11  B  3,870,000  1,828
  6,603
TECHNOLOGY - 0.0%
ELECTRONICS - 0.0%
National Semiconductor Corp.
6 1/2%, 10/1/02 (b)  Ba2  2,780,000  2,405
TOTAL CORPORATE BONDS
(Cost $49,141)   51,955
U.S. TREASURY OBLIGATIONS - 5.3%
 MOODY'S PRINCIPAL VALUE (NOTE 1)
 RATINGS (F) AMOUNT (000S) (000S)
U.S. Treasury Bills, yields at date of purchase
4.93% to 5.03%, 7/18/96 to 7/25/96   $ 656,000 $ 654,464
7 1/8%, 2/15/23  Aaa  33,100  33,457
6 1/4%, 8/15/23  Aaa  175,500  159,101
7 1/2%, 11/15/24  Aaa  90,400  95,824
7 5/8%, 2/15/25  Aaa  23,110  24,901
6%, 2/15/26  Aaa  100,000  88,672
TOTAL U.S. TREASURY OBLIGATIONS
 (Cost $1,069,594)   1,056,419
REPURCHASE AGREEMENTS - 11.8%
 MATURITY 
 AMOUNT (000S) 
Investments in repurchase agreements 
(U.S. Treasury obligations), in a joint 
trading account at 5.46%, dated 
6/28/96 due 7/1/96  $ 2,347,233  2,346,165
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $17,736,473)  $ 19,829,730
CURRENCY TYPE ABBREVIATIONS
CAD - Canadian dollars
LEGEND
1. Non-income producing
2. 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 $52,620,000 or 0.3% of net
assets.
3. Affiliated company (see Note 7 of Notes to Financial Statements).
4. Purchased on an installment basis. Market value reflects only those
payments made through June 30, 1996. The remaining installments aggregating
CAD 10,225,000 are due July 31, 1996 and January 31, 1997.
5. Purchased on an installment basis. Market value reflects only those
payments made through June 30, 1996. The remaining installments aggregating
CAD 6,575,000 are due September 23, 1996 and March 24, 1997.
6. Standard & Poor's credit ratings are used in the absence of a rating by
Moody's Investors Service, Inc.
OTHER INFORMATION
Distribution of investments by country of issue, as a percentage of total
value of investment in securities, is as follows:
United States  84.8%
Canada  4.4
Japan  2.9
Netherlands  1.5
Malaysia  1.4
United Kingdom  1.1
Others (individually less than 1%)  3.9
TOTAL  100.0%
INCOME TAX INFORMATION
At June 30, 1996, the aggregate cost of investment securities for income
tax purposes was $17,748,959,000. Net unrealized appreciation aggregated
$2,080,771,000, of which $2,341,841,000 related to appreciated investment
securities and $261,070,000 related to depreciated investment securities. 
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
<TABLE>
<CAPTION>
<S>                                                                         <C>         <C>            
AMOUNTS IN THOUSANDS (EXCEPT PER-SHARE AMOUNTS) JUNE 30, 1996 (UNAUDITED)                              
 
ASSETS                                                                                                 
 
Investment in securities, at value (including repurchase                                $ 19,829,730   
agreements of $2,346,165) (cost $17,736,473) -                                                         
See accompanying schedule                                                                              
 
Cash                                                                                     957           
 
Receivable for investments sold                                                          267,947       
 
Receivable for fund shares sold                                                          43,206        
 
Dividends receivable                                                                     19,521        
 
Interest receivable                                                                      9,429         
 
Other receivables                                                                        606           
 
 TOTAL ASSETS                                                                            20,171,396    
 
LIABILITIES                                                                                            
 
Payable for investments purchased                                           $ 353,906                  
 
Payable for fund shares redeemed                                             27,739                    
 
Accrued management fee                                                       9,152                     
 
Other payables and accrued expenses                                          6,657                     
 
Collateral on securities loaned, at value                                    115,337                   
 
 TOTAL LIABILITIES                                                                       512,791       
 
NET ASSETS                                                                              $ 19,658,605   
 
Net Assets consist of:                                                                                 
 
Paid in capital                                                                         $ 16,541,627   
 
Undistributed net investment income                                                      118,083       
 
Accumulated undistributed net realized gain (loss) on                                    905,752       
investments and foreign currency transactions                                                          
 
Net unrealized appreciation (depreciation) on                                            2,093,143     
investments and assets and liabilities in foreign                                                      
currencies                                                                                             
 
NET ASSETS, for 499,625 shares outstanding                                              $ 19,658,605   
 
NET ASSET VALUE and redemption price per share                                           $39.35        
($19,658,605 (divided by) 499,625 shares)                                                              
 
Maximum offering price per share (100/97.00 of $39.35)                                   $40.57        
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                                <C>        <C>           
AMOUNTS IN THOUSANDS  SIX MONTHS ENDED JUNE 30, 1996 (UNAUDITED)                            
 
INVESTMENT INCOME                                                             $ 102,443     
Dividends (including $2,059 received from affiliated                                        
issuers)                                                                                    
 
Special dividend from Schuller Corp.                                           14,957       
 
Interest (including income on securities loaned of $992)                       77,598       
 
 TOTAL INCOME                                                                  194,998      
 
EXPENSES                                                                                    
 
Management fee                                                     $ 52,907                 
Basic fee                                                                                   
 
 Performance adjustment                                             1,442                   
 
Transfer agent fees                                                 19,680                  
 
Accounting and security lending fees                                447                     
 
Non-interested trustees' compensation                               29                      
 
Custodian fees and expenses                                         1,223                   
 
Registration fees                                                   1,959                   
 
Audit                                                               71                      
 
Legal                                                               39                      
 
Miscellaneous                                                       84                      
 
 Total expenses before reductions                                   77,881                  
 
 Expense reductions                                                 (3,850)    74,031       
 
NET INVESTMENT INCOME                                                          120,967      
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                         
Net realized gain (loss) on:                                                                
 
 Investment securities (including realized gain of                  950,647                 
$22,645                                                                                     
 on sales of investments in affiliated issuers)                                             
 
 Foreign currency transactions                                      9,363      960,010      
 
Change in net unrealized appreciation (depreciation) on:                                    
 
 Investment securities                                              393,586                 
 
 Assets and liabilities in foreign currencies                       (5,900)    387,686      
 
NET GAIN (LOSS)                                                                1,347,696    
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING                               $ 1,468,663   
FROM OPERATIONS                                                                             
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                       <C>             <C>            
AMOUNTS IN THOUSANDS                                      SIX MONTHS      YEAR ENDED     
                                                          ENDED           DECEMBER 31,   
                                                          JUNE 30, 1996   1995           
                                                          (UNAUDITED)                    
 
INCREASE (DECREASE) IN NET ASSETS                                                        
 
Operations                                                $ 120,967       $ 50,900       
Net investment income                                                                    
 
 Net realized gain (loss)                                  960,010         2,153,716     
 
 Change in net unrealized appreciation (depreciation)      387,686         1,261,176     
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           1,468,663       3,465,792     
FROM OPERATIONS                                                                          
 
Distributions to shareholders                              -               (32,239)      
From net investment income                                                               
 
 From net realized gain                                    (813,982)       (1,121,208)   
 
 TOTAL DISTRIBUTIONS                                       (813,982)       (1,153,447)   
 
Share transactions                                         5,068,004       5,506,303     
Net proceeds from sales of shares                                                        
 
 Reinvestment of distributions                             802,684         1,134,123     
 
 Cost of shares redeemed                                   (1,724,626)     (2,789,091)   
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING           4,146,062       3,851,335     
FROM SHARE TRANSACTIONS                                                                  
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                  4,800,743       6,163,680     
 
NET ASSETS                                                                               
 
 Beginning of period                                       14,857,862      8,694,182     
 
 End of period (including undistributed net investment    $ 19,658,605    $ 14,857,862   
income (loss) of $118,083 and $(2,312),                                                  
respectively)                                                                            
 
OTHER INFORMATION                                                                        
Shares                                                                                   
 
 Sold                                                      132,076         150,801       
 
 Issued in reinvestment of distributions                   21,705          30,067        
 
 Redeemed                                                  (44,914)        (77,218)      
 
 Net increase (decrease)                                   108,867         103,650       
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
      SIX MONTHS      YEARS ENDED DECEMBER 31,                           
      ENDED                                                              
      JUNE 30, 1996                                                      
 
      (UNAUDITED)   1995   1994   1993 F   1992 D   1991   
 
 
<TABLE>
<CAPTION>
<S>                            <C>        <C>        <C>       <C>       <C>       <C>       
SELECTED PER-SHARE DATA                                                                      
 
Net asset value,               $ 38.02    $ 30.28    $ 30.84   $ 27.47   $ 25.60   $ 17.35   
beginning of period                                                                          
 
Income from Investment                                                                       
Operations                                                                                   
 
 Net investment                 .24 I      .03        .06       .14       .32 E     .22      
income                                                                                       
 
 Net realized and               3.09       10.93      (.40)     5.66      3.67      9.20     
 unrealized gain                                                                             
(loss)                                                                                       
 
 Total from investment          3.33       10.96      (.34)     5.80      3.99      9.42     
 operations                                                                                  
 
Less Distributions              -          (.09)      -         (.11)     (.20)     (.11)    
From net investment                                                                          
 income                                                                                      
 
 In excess of net               -          -          -         (.07)     -         -        
 investment income                                                                           
 
 From net realized              (2.00)     (3.13)     (.22)     (2.25)    (1.92)    (1.06)   
gain                                                                                         
 
 Total distributions            (2.00)     (3.22)     (.22)     (2.43)    (2.12)    (1.17)   
 
Net asset value, end           $ 39.35    $ 38.02    $ 30.28   $ 30.84   $ 27.47   $ 25.60   
of period                                                                                    
 
TOTAL RETURN B, C               9.10%      36.28%     (1.12)    21.43%    15.89     54.92    
                                                     %                   %         %         
 
RATIOS AND SUPPLEMENTAL DATA                                                                 
 
Net assets, end of             $ 19,659   $ 14,858   $ 8,694   $ 6,208   $ 1,986   $ 1,000   
period (in millions)                                                                         
 
Ratio of expenses to            .90% A     .98%       1.03%     1.08%     .87       .89      
average net assets                                                       %         %         
 
Ratio of expenses to            .86% A     .96%       1.00%     1.06%     .87       .89      
average net assets             , G        G          G         G         %         %         
after expense                                                                                
reductions                                                                                   
 
Ratio of net investment         1.40% A    .44%       .59%      .46%      1.19      1.01     
income to average                                                        %         %         
net assets                                                                                   
 
Portfolio turnover rate         199% A     223%       235%      255%      297       217      
                                                                         %         %         
 
</TABLE>
 
Average commission rate H    $ .0350                                 
 
A ANNUALIZED B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE AND
FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.  C THE TOTAL RETURNS
WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE
PERIODS SHOWN (SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS). 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.  G FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS
WITH THIRD PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S
EXPENSES (SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS). H FOR FISCAL YEARS
BEGINNING ON OR AFTER SEPTEMBER 1, 1995, A FUND IS REQUIRED TO DISCLOSE ITS
AVERAGE COMMISSION RATE PER SHARE FOR SECURITY TRADES ON WHICH COMMISSIONS
ARE CHARGED. THIS AMOUNT MAY VARY FROM PERIOD TO PERIOD AND FUND TO FUND
DEPENDING ON THE MIX OF TRADES EXECUTED IN VARIOUS MARKETS WHERE TRADING
PRACTICES AND COMMISSION RATE STRUCTURES MAY DIFFER. 
I INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND FROM SCHULLER
CORP. WHICH AMOUNTED TO $.03 PER SHARE.
NOTES TO FINANCIAL STATEMENTS
For the period ended June 30, 1996 (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 financial statements
have been prepared in conformity with generally accepted accounting
principles which permit management to make certain estimates and
assumptions at the date of the financial statements. 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 and foreign currency options, 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 
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INVESTMENT INCOME - CONTINUED
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. These differences, which may result in distribution
reclassifications, are primarily due to differing treatments for litigation
proceeds, futures and options transactions, 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 and
accumulated undistributed net realized gain (loss) on investments and
foreign currency transactions may include temporary book and tax basis
differences that 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. 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. 
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the fund, 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 
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT - CONTINUED
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 underlying U.S. Treasury or Federal Agency
Securities are transferred to an account of the fund, or to the Joint
Trading Account, at a bank custodian. The securities are marked-to-market
daily and maintained at a value at least equal to the principal amount of
the repurchase agreement (including accrued interest). FMR, the fund's
investment adviser, is responsible for determining that the value of the
underlying securities remains in accordance with the market value
requirements stated above. 
FUTURES CONTRACTS AND OPTIONS. The fund may use futures and options
contracts to manage its exposure to the stock market and to fluctuations in
currency values. Buying futures, writing puts, and buying calls tend to
increase the fund's exposure to the underlying instrument. Selling futures,
buying puts, and writing calls tend to decrease the fund's exposure to the
underlying instrument, or hedge other fund investments. Losses may arise
from changes in the value of the underlying instruments, if there is an
illiquid secondary market for the contracts, or if the counterparties do
not perform under the contracts' terms.
Futures contracts are valued at the settlement price established each day
by the board of trade or exchange on which they are traded. Exchange-traded
options are valued using the last sale price or, in the absence of a sale,
the last offering price. Options traded over-the-counter are valued using
dealer-supplied valuations.
3. PURCHASES AND SALES OF INVESTMENTS. 
Purchases and sales of securities, other than short-term securities,
aggregated $17,023,412,000 and $14,841,102,000, respectively, of which U.S.
government and government agency obligations aggregated $278,937,000 and
$717,345,000, 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 .2500% 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 
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
MANAGEMENT FEE - CONTINUED
the period, the management fee was equivalent to an annualized rate of .63%
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 $10,544,000 on sales of shares of the fund.
TRANSFER AGENT FEES. Fidelity Service Co. (FSC), an affiliate of FMR, is
the fund's transfer, dividend disbursing and shareholder servicing agent.
FSC receives account fees and asset-based fees that vary according to
account size and type of account. FSC pays for typesetting, printing and
mailing of all shareholder reports, except proxy statements. For the
period, the transfer agent fees were equivalent to an annualized rate of
 .23% of average net assets.
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 $6,300,000 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 $112,451,000 and
$115,337,000, respectively.
6. 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
$3,346,000 under this arrangement.
In addition, FMR has entered into arrangements on behalf of the fund with
the fund's custodian and transfer agent whereby interest earned on
uninvested cash balances was used to offset a portion of the fund's
expenses. During the period, the fund's expenses were reduced by $10,000
and $494,000 under these arrangements.
7. 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
AMOUNTS IN THOUSANDS    
 PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME 
Adflex Solutions   $ - $ 4,098 $ - $ -
American Radio Systems Corp. Class A   16,389  6,912  -  30,349
BDM International, Inc.   2,089  3,799  -  -
Bell & Howell Co.    167  107  -  31,832
CACI International, Inc. Class A   -  2,513  -  -
C A E Industries Ltd.   243  1,272  139  -
Cambrex Corp.   1,203  5,442  27  -
Camco International, Inc.    772  8,285  119  71,243
Cato Corp. Class A   1,721  4,873  136  9,690
Central Garden & Pet Co.    810  741  -  8,384
Charming Shoppes, Inc.    16,489  -  -  52,666
Computer Products, Inc.   1,644  4,540  -  -
Cooper Cameron Corp.    21,460  -  -  78,523
CyCare Systems, Inc.    -  5,031  -  -
Designer Holdings Ltd.    1,626  1,564  -  14,215
Diamond Shamrock R&M, Inc.    6,171  -  37  48,544
Dynatech Corp.    2,801  6,147  -  31,957
EZ Communications, Inc. Class A   -  3,962  -  -
Emmis Broadcasting Corp. Class A   -  6,664  -  -
ENSCO International, Inc.    -  -  -  123,218
Falcon Drilling, Inc.    8,106  2,580  -  -
FileNet Corp.    30,281  34,933  -  29,532
Gleason Corp.   -  1,134  34  -
Glendale Federal Bank Federal
 Savings Bank   1,508  5,132  -  -
Goody's Family Clothing   -  346  -  15,737
K-III Communications Corp.   1,423  -  -  12,273
Kronos, Inc.    3,901  1,407  -  27,033
Landry's Seafood Restaurants, Inc.   583  -  -  28,307
Loehmanns, Inc.    -  690  -  7,533
Malaysian Plantations BHD   158  -  -  19,075
Metro Pacific, Inc. Class B   448  2,689  -  -
Nabors Industries, Inc.    16,530  2,731  -  90,586
Newfield Exploration Co.    5,692  66  -  39,971
Progress Software Corp.   -  7,088  -  -
Richfood Holdings, Inc. Class A   17,825  956  54  75,585
Rohr Industries, Inc.    -  620  -  -
Rykoff-Sexton, Inc.    -  6,736  -  -
Sepracor, Inc.    1,649  7,895  -  19,791
Sevenson Environmental Services, Inc.    -  657  47  6,971
SUMMARY OF TRANSACTIONS WITH AFFILIATED COMPANIES - CONTINUED
AMOUNTS IN THOUSANDS    
 PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME 
Showboat, Inc. $  12,116 $ 17,974 $ 52 $ -
Sinclair Broadcasting Group, Inc.
 Class A   -  1,439  -  -
Smedvig AS   13,585  10,306  558  40,461
Smith International, Inc.    7,073  2,883  -  120,292 
Sonat Offshore Drilling, Inc.    17,417  18,367  96  74,902
Special Devices, Inc.   -  1,984  -  -
Tech-Sym Corp.   1,101  5,946  -  - 
Tel-Save Holdings, Inc.   -  1,518  -  - 
Tidewater, Inc.    20,118  6,154  760  152,050 
Tongkah Holdings BHD   -  -  -  15,985 
Truevision, Inc.   -  1,251  -  - 
Uniroyal Chemical Corp.    742  -  -  19,053
Vanstar Corp.    2,735  311  -  15,353 
Zycon Corp.    -  2,594  -  - 
TOTALS  $ 236,576 $ 212,337 $ 2,059 $ 1,311,111
TO CALL FIDELITY
 
 
FOR FUND INFORMATION AND QUOTES
The Fidelity Telephone Connection offers you special automated telephone 
services for quotes and balances. The  services are easy to use,
confidential and quick. All you need is a Touch  Tone telephone.
YOUR PERSONAL IDENTIFICATION NUMBER 
(PIN)
The first time you call one of our automated telephone services, we'll ask
you
to set up your Personal Identification
Number (PIN). The PIN assures that
only you have automated telephone
access to your account information.
Please have your Customer Number
(T-account #) handy when you call -
you'll need it to establish your PIN. If
you would ever like to change your PIN, just choose the "Change your
Personal
Identification Number" option when
you call. If you forget your PIN, please
call a Fidelity representative at 1-800-
544-6666 for assistance.
 
 
 
 
(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND QUOTES*
1-800-544-8544
Just make a selection from this record-ed menu:
PRESS
 For quotes on funds you own.
1.
 For an individual fund quote.
2.
 For the ten most frequently 
requested Fidelity fund quotes.
3.
 For quotes on Fidelity Select 
Portfolios(registered trademark).
4.
 To change your Personal 
Identification Number (PIN).
5.
 To speak with a Fidelity 
representative. 
6.
(PHONE_GRAPHIC)(PHONE_GRAPHIC)MUTUAL FUND ACCOUNT
BALANCES 1-800-544-7544
Just make a selection from this record-
ed menu:
PRESS
 For balances on funds you own.
1.
 For your most recent fund activity
(purchases, redemptions, and 
dividends).
2.
 To change your Personal 
Identification Number (PIN).
3.
 To speak with a Fidelity 
representative.
4.
* WHEN YOU CALL THE QUOTES LINE, PLEASE REMEMBER THAT A FUND'S YIELD AND
RETURN WILL 
VARY AND, EXCEPT FOR MONEY MARKET FUNDS, SHARE PRICE WILL ALSO VARY. THIS
MEANS THAT 
YOU MAY HAVE A GAIN OR LOSS WHEN YOU SELL YOUR SHARES. THERE IS NO
ASSURANCE THAT 
MONEY MARKET FUNDS WILL BE ABLE TO MAINTAIN A STABLE $1 SHARE PRICE; AN
INVESTMENT IN 
A MONEY MARKET FUND IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
TOTAL 
RETURNS ARE HISTORICAL AND INCLUDE CHANGES IN SHARE PRICE, REINVESTMENT OF
DIVIDENDS 
AND CAPITAL GAINS, AND THE EFFECTS OF ANY SALES CHARGES. 
TO WRITE FIDELITY
 
 
If more than one address is listed, please locate the address that is
closest to you. We'll give your correspondence immediate attention and send
you written confirmation upon completion of your request.
(LETTER_GRAPHIC)MAKING CHANGES
TO YOUR ACCOUNT
(such as changing name, address, bank, etc.)
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002
(LETTER_GRAPHIC)FOR NON-RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
OVERNIGHT EXPRESS
Fidelity Investments
100 Crosby Parkway - KP2C
Covington, KY 41015-4399
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 193
Boston, MA 02210-0193
(LETTER_GRAPHIC)FOR RETIREMENT
ACCOUNTS
BUYING SHARES
Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003
SELLING SHARES
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6R
400 East Las Colinas Blvd.
Irving, TX 75309-5517
GENERAL CORRESPONDENCE
Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602
TO VISIT FIDELITY
 
 
For directions and hours, 
please call 1-800-544-9797.
ARIZONA
7373 N. Scottsdale Road
Scottsdale, AZ
CALIFORNIA
851 East Hamilton Avenue
Campbell, CA
527 North Brand Boulevard
Glendale, CA
19100 Von Karman Avenue
Irvine, CA
10100 Santa Monica Blvd.
Los Angeles, CA
811 Wilshire Boulevard
Los Angeles, CA
251 University Avenue
Palo Alto, CA
1760 Challenge Way
Sacramento, CA
7676 Hazard Center Drive
San Diego, CA
455 Market Street
San Francisco, CA
950 Northgate Drive
San Rafael, CA
1400 Civic Drive
Walnut Creek, CA
6300 Canoga Avenue
Woodland Hills, CA
COLORADO
1625 Broadway
Denver, CO
CONNECTICUT
265 Church Street
New Haven, CT
300 Atlantic Street
Stamford, CT
29 South Main Street
West Hartford, CT
DELAWARE
222 Delaware Avenue
Wilmington, DE
FLORIDA
4400 N. Federal Highway
Boca Raton, FL
90 Alhambra Plaza
Coral Gables, FL
4090 N. Ocean Boulevard
Ft. Lauderdale, FL
4001 Tamiami Trail, North
Naples, FL
1907 West State Road 434
Orlando, FL
2401 PGA Boulevard
Palm Beach Gardens, FL
8065 Beneva Road
Sarasota, FL
2000 66th Street, North
St. Petersburg, FL
GEORGIA
3525 Piedmont Road, N.E.
Atlanta, GA
1000 Abernathy Road
Atlanta, GA
HAWAII
700 Bishop Street
Honolulu, HI
ILLINOIS
215 East Erie Street
Chicago, IL
One North Franklin
Chicago, IL
540 Lake Cook Road
Deerfield, IL
1415 West 22nd Street
Oak Brook, IL
1700 East Golf Road
Schaumburg, IL
LOUISIANA
201 St. Charles Avenue
New Orleans, LA
MAINE
3 Canal Plaza
Portland, ME
MARYLAND
7401 Wisconsin Avenue
Bethesda, MD
1 West Pennsylvania Ave.
Towson, MD
MASSACHUSETTS
470 Boylston Street
Boston, MA
21 Congress Street
Boston, MA
25 State Street
Boston, MA
300 Granite Street
Braintree, MA
44 Mall Road
Burlington, MA
416 Belmont Street
Worcester, MA
MICHIGAN
280 North Woodward Ave.
Birmingham, MI
29155 Northwestern Hwy.
Southfield, MI
MINNESOTA
7600 France Avenue South
Edina, MN
MISSOURI
700 West 47th Street
Kansas City, MO
8885 Ladue Road
Ladue, MO
200 North Broadway
St. Louis, MO
NEW JERSEY
56 South Street
Morristown, NJ
501 Route 17, South
Paramus, NJ
505 Millburn Avenue
Short Hills, NJ
NEW YORK
1050 Franklin Avenue
Garden City, NY
999 Walt Whitman Road
Melville, L.I., NY
1271 Avenue of the 
 Americas
New York, NY
71 Broadway
New York, NY
350 Park Avenue
New York, NY
10 Bank Street
White Plains, NY
NORTH CAROLINA
4611 Sharon Road
Charlotte, NC
2200 West Main Street
Durham, NC
OHIO
600 Vine Street
Cincinnati, OH
28699 Chagrin Boulevard
Woodmere Village, OH
1903 East Ninth Street
Cleveland, OH
OREGON
121 S.W. Morrison Street
Portland, OR
PENNSYLVANIA
1735 Market Street
Philadelphia, PA
439 Fifth Avenue
Pittsburgh, PA
TENNESSEE
5100 Poplar Avenue
Memphis, TN
TEXAS
10000 Research Boulevard
Austin, TX
7001 Preston Road
Dallas, TX
1155 Dairy Ashford
Houston, TX
2701 Drexel Drive
Houston, TX
1010 Lamar Street
Houston, TX
400 East Las Colinas Blvd.
Irving, TX
14100 San Pedro
San Antonio, TX
UTAH
215 South State Street
Salt Lake City, UT
VERMONT
199 Main Street
Burlington, VT
VIRGINIA
8180 Greensboro Drive
McLean, VA
WASHINGTON
411 108th Avenue, N.E.
Bellevue, WA
511 Pine Street
Seattle, WA
WASHINGTON, DC
1775 K Street,  N.W.
Washington, DC
WISCONSIN
595 North Barker Road
Brookfield, WI
 
 
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
Kenneth A. Rathgeber, 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 *
ADVISORY BOARD
William O. McCoy
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
Export Fund
Fidelity Fifty
Growth Company Fund
Large Cap Stock 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
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