<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
"Rule 24f-2 Notice"
Fidelity Contrafund
(Name of Registrant)
File No. 2-25235
</PAGE>
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form Before preparing Form.
Please print or type.
1.
Name and address of issuer: Fidelity Contrafund
82 Devonshire Street, Boston, MA, 02109
2.
Name of each series or class of funds for which this notice is filed:
Fidelity Contrafund
3.
Investment Company Act File Number: 811-1400
Securities Act File Number: 2-25235
4.
Last day of fiscal year for which this notice is filed: December 31, 1996
5.
Check box if this notice is being filed more than 180 days after
the close of the issuer's fiscal year for purposes of reporting securities
sold after the close of the fiscal year but before termination of
the issuer's 24f-2 declaration:
[ ]
6.
Date of termination of issuer's declaration under rule 24f-2(a)(1),
if applicable (see Instruction A.6):
7.
Number and amount of securities of the same class or series which
had been registered under the Securites Act of 1933 other than pursuant
to rule 24f-2 in a prior fiscal year, but which remained unsold at
the beginning of the fiscal year:
Number of Shares: 0
Aggregate Price: 0
8.
Number and amount of securities registered during the fiscal year
other than pursuant to rule 24f-2:
Number of Shares: 0
Aggregate Price: 0
9.
Number and aggregate sale price of securities sold during the fiscal
year:
Number of Shares: 287,747,548
Aggregate Price: 11,366,153,414
<PAGE>
10.
Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number of Shares: 287,747,548
Aggregate Price: 11,366,153,414
11.
Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable
(see Instruction B.7):
12.
Calculation of registration fee:
(i)
Aggregate sale price of securities sold during the fiscal
year in reliance on rule 24f-2 (from Item 10): 11,366,153,414
(ii)
Aggregate price of shares issued in connection with
dividend reinvestment plans (from Item 11, if applicable): 0
(iii)
Aggregate price of shares redeemed or repurchased during
the fiscal year (if applicable): (4,502,101,481)
(iv)
Aggregate price of shares redeemed or repurchased and previously
applied as a reduction to filing fees pursuant to
rule 24e-2 (if applicable): 0
(v)
Net aggregate price of securities sold and issued during the fiscal
year in reliance on rule 24f-2 [line (i), plus
line (ii), less line (iii), plus line (iv)] (if applicable): 6,864,051,933
(vi)
Multiplier prescribed by Section 6(b) of the Securities Act of 1933
or other applicable law or regulation (see
Instruction C.6): 1/3300
(vii)
Fee due [line (i) or line (v) muliplied by line (vi)]: 2,080,015.74
Instruction: Issuers should complete lines (ii), (iii), (iv), and
(v) only if the form is being filed within 60
days after the close of the issuer's fiscal year. See Instruction
C.3.
13.
Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CFR 202.3a).
[n]
Date of mailing or wire transfer of filing fees to the Commission's
lockbox depository:
February 20, 1997
SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated.
By (Signature and Title)* John H. Costello
Assistant Treasurer
Date February 27, 1997
* Please print the name and title of the signing officer below the
signature.
</PAGE>
February 20, 1997
Mr. John Costello, Assistant Treasurer
Fidelity Contrafund (the trust):
Fidelity Contrafund (the fund)
82 Devonshire Street
Boston, Massachusetts 02109
Dear Mr. Costello:
Fidelity Contrafund was a corporation organized under the laws of
the Commonwealth of Massachusetts on June 3, 1963 under the
name FMR Special Situations Fund. The trust's name was changed
to Contrafund, Inc. on June 28, 1966, and to Fidelity Contrafund,
Inc. on October 7, 1980. Its name was changed to Fidelity
Contrafund on December 31, 1984, at the time of its reorganization
as a Massachusetts business trust which was created under a
written Declaration of Trust executed and delivered in Boston,
Massachusetts on October 1, 1984. Supplements to the
Declaration of Trust were dated and filed with the Secretary of the
Commonwealth of Massachusetts on February 1, 1985, October 30,
1986, and November 16, 1989. A restated Declaration of Trust,
dated March 17, 1994, was filed with the Secretary of the
Commonwealth of Massachusetts on April 14, 1994.
I have conducted such legal and factual inquiry as I have deemed
necessary for the purpose of rendering this opinion.
Capitalized terms used herein, and not otherwise herein defined, are
used as defined in the Declaration of Trust.
Under Article III, Section 1, of the Declaration of Trust, the
beneficial interest in the trust shall be divided into such transferable
Shares of one or more separate and distinct Series as the trustees
shall from time to time create and establish. The number of Shares
is unlimited and each Share shall be without par value and shall be
fully paid and non assessable. The trustees shall have full power
and authority, in their sole discretion and without obtaining any
prior authorization or vote of the Shareholders of the trust to create
and establish (and to change in any manner) Shares with such
preferences, voting powers, rights, and privileges as the trustees
may from time to time determine, to divide or combine the Shares
into a greater or lesser number, to classify or reclassify any issued
Shares into one or more Series of Shares, to abolish any one or
more Series of Shares, and to take such other action with respect to
the Shares as the trustees may deem desirable.
Under Article III, Section 4, the trustees shall accept investments in
the trust from such persons and on such terms as they may from
time to time authorize. Such investments may be in the form of
cash or securities in which the appropriate Series is authorized to
invest, valued as provided in Article X, Section 3. After the date of
the initial contribution of capital, the number of Shares to represent
the initial contribution may in the trustees' discretion be considered
as outstanding and the amount received by the trustees on account
of the contribution shall be treated as an asset of the trust.
Subsequent investments in the trust shall be credited to each
Shareholder's account in the form of full Shares of the trust at the
Net Asset Value per Share next determined after the investment is
received; provided, however, that the trustees may, in their sole
discretion, (a) impose a sales charge upon investments in the trust
and (b) issue fractional Shares.
By a vote adopted on October 1, 1984, and amended on February
22, 1985, the Board of Trustees authorized the issue and sale, from
time to time, of an unlimited number of shares of beneficial interest
of the trust in accordance with the terms included in the current
Registration Statement and subject to the limitations of the
Declaration of Trust and any amendments thereto.
I understand from you that, pursuant to Rule 24f-2 under the
Investment Company Act of 1940, the trust has registered an
indefinite amount of shares of beneficial interest under the
Securities Act of 1933. I further understand that, pursuant to the
provisions of Rule 24f-2, the trust intends to file with the
Securities and Exchange Commission a Notice making definite the
registration of 287,747,548 shares of the trust (the "Shares") sold in
reliance upon Rule 24f-2 during the fiscal year ended December 31,
1996.
I am of the opinion that all necessary trust action precedent to the
issue of Shares has been duly taken, and that all the Shares were
legally and validly issued, and are fully paid and non assessable,
except as described in the fund's Statement of Additional
Information under the heading "Shareholder and Trustee Liability."
In rendering this opinion, I rely on the representation by the trust
that it or its agent received consideration for the Shares in
accordance with the Declaration of Trust and I express no opinion
as to compliance with the Securities Act of 1933, the Investment
Company Act of 1940 or applicable state "Blue Sky" or securities
laws in connection with sales of the Shares.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with a Rule 24f-2 Notice
which you are about to file under the 1940 Act with said
commission.
Sincerely,
/s/ Arthur S. Loring
Arthur S. Loring
Vice President- Legal
