FIDELITY CONTRAFUND, N-30D, 2000-02-14

FIDELITY CONTRAFUND
N-30D, 2000-02-14

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FIDELITY(REGISTERED TRADEMARK)
CONTRAFUND(REGISTERED TRADEMARK)

ANNUAL REPORT
DECEMBER 31, 1999

(2_FIDELITY_LOGOS)(registered trademark)

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 10 A summary of major shifts in
the fund's investments over
the past six months.

INVESTMENTS 11 A complete list of the fund's
investments with their
market values.

FINANCIAL STATEMENTS 30 Statements of assets and
liabilities, operations, and
changes in net assets, as
well as financial highlights.

NOTES 34 Footnotes to the financial
statements.

REPORT OF INDEPENDENT 40 The auditors' opinion.
ACCOUNTANTS

DISTRIBUTIONS 41

Standard & Poor's, S&P and S&P 500 are registered service marks of The
McGraw-Hill Companies, Inc. and have been licensed for use by Fidelity
Distributors Corporation.

Other third party marks appearing herein are the property of their
respective owners.

All other marks appearing herein are registered or unregistered
trademarks or service marks of FMR Corp. or an affiliated company.

This report is printed on recycled paper using soy-based inks.

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 1-800-544-6666 FOR A
FREE PROSPECTUS. READ IT CAREFULLY BEFORE YOU INVEST OR SEND MONEY.

PRESIDENT'S MESSAGE

(photo_of_Edward_C_Johnson_3d)

DEAR SHAREHOLDER:

The NASDAQ, S&P 500(Registered trademark) and Dow Jones Industrial
Average all closed 1999 at record highs. Investors should note,
however, that much of the year's returns were driven by a single
sector: technology. Most other stocks were flat or down in 1999.
Likewise, bond investors had little cause to celebrate at year's end.
Steadily rising interest rates left the benchmark 30-year Treasury at
its highest yield level in two years.

While it's impossible to predict the future direction of the markets
with any degree of certainty, there are certain basic principles that
can help investors plan for their future needs.

First, investors are encouraged to take a long-term view of their
portfolios. If you can afford to leave your money invested through the
inevitable up and down cycles of the financial markets, you will
greatly reduce your vulnerability to any single decline. We know from
experience, for example, that stock prices have gone up over longer
periods of time, have significantly outperformed other types of
investments and have stayed ahead of inflation.

Second, you can further manage your investing risk through
diversification. A stock mutual fund, for instance, is already
diversified, because it invests in many different companies. You can
increase your diversification further by investing in a number of
different stock funds, or in such other investment categories 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, it's important to
remember that an investment in a money market fund is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency. Although money market funds seek to preserve the
value of your investment at $1.00 per share, it is possible to lose
money by investing in these types of funds.

Finally, no matter what your time horizon or portfolio diversity, it
makes good sense to follow a regular investment plan, investing a
certain amount of money in a fund at the same time each month or
quarter and periodically reviewing your overall portfolio. By doing
so, you won't get caught up in the excitement of a rapidly rising
market, nor will you buy all your shares at market highs. While this
strategy - known as dollar cost averaging - won't assure a profit or
protect you from a loss in a declining market, it should help you
lower the average cost of your purchases. Of course, you should
consider your financial ability to continue your purchases through
periods of low price levels before undertaking such a strategy.

If you have questions, please call us at 1-800-544-6666, or visit our
web site at www.fidelity.com. We are available 24 hours a day, seven
days a week to provide you 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. Total return reflects the change in the value of an
investment, assuming reinvestment of the fund's dividend income and
capital gains (the profits earned upon the sale of securities that
have grown in value).

CUMULATIVE TOTAL RETURNS

PERIODS ENDED DECEMBER 31, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY CONTRAFUND 25.03% 236.23% 653.32%

FIDELITY CONTRAFUND (INCL. 21.28% 226.14% 630.72%
3.00% SALES CHARGE)

S&P 500 (registered trademark) 21.04% 251.12% 432.89%

Growth Funds Average 29.27% 214.12% 380.42%

CUMULATIVE TOTAL RETURNS show the fund's performance in percentage
terms over a set period - in this case, one year, five years or 10
years. For example, if you had 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 500SM Index - a market capitalization-weighted index
of common 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 mutual funds with similar objectives
tracked by Lipper Inc. The past one year average represents a peer
group of 1,149 mutual funds. These benchmarks include reinvested
dividends and capital gains, if any, and exclude the effect of sales
charges. Lipper has created new comparison categories that group funds
according to portfolio characteristics and capitalization, as well as
by capitalization only. These averages are listed on page 5 of this
report.*

AVERAGE ANNUAL TOTAL RETURNS

PERIODS ENDED DECEMBER 31, 1999 PAST 1 YEAR PAST 5 YEARS PAST 10 YEARS

FIDELITY CONTRAFUND 25.03% 27.45% 22.38%

FIDELITY CONTRAFUND (INCL. 21.28% 26.67% 22.00%
3.00% SALES CHARGE)

S&P 500 21.04% 28.56% 18.21%

Growth Funds Average 29.27% 25.04% 16.52%

AVERAGE ANNUAL TOTAL RETURNS take the fund's cumulative return and
show you what would have happened if the fund had performed at a
constant rate each year. (Note: Lipper calculates average annual total
returns by annualizing each fund's total return, then taking an
arithmetic average. This may produce a different figure than that
obtained by averaging the cumulative total returns and annualizing the
result.)

$10,000 OVER 10 YEARS
Contrafund S&P 500
00022 SP001
1989/12/31 9700.00 10000.00
1990/01/31 9185.52 9329.00
1990/02/28 9376.28 9449.34
1990/03/31 9578.61 9699.75
1990/04/30 9480.33 9457.26
1990/05/31 10376.34 10379.34
1990/06/30 10509.30 10308.76
1990/07/31 10312.75 10275.77
1990/08/31 9509.24 9346.84
1990/09/30 9110.37 8891.65
1990/10/31 9156.62 8853.42
1990/11/30 9700.00 9425.35
1990/12/31 10081.80 9688.32
1991/01/31 11063.83 10110.73
1991/02/28 11900.59 10833.64
1991/03/31 12597.89 11095.82
1991/04/30 12667.62 11122.45
1991/05/31 13475.32 11602.94
1991/06/30 12719.92 11071.52
1991/07/31 13620.59 11587.46
1991/08/31 14306.27 11862.08
1991/09/30 14346.95 11663.98
1991/10/31 14759.52 11820.28
1991/11/30 13980.87 11343.92
1991/12/31 15618.57 12641.67
1992/01/31 16063.94 12406.53
1992/02/29 16585.24 12567.82
1992/03/31 16135.13 12322.74
1992/04/30 16310.17 12685.03
1992/05/31 16485.21 12747.19
1992/06/30 16085.12 12557.26
1992/07/31 16491.46 13070.85
1992/08/31 16185.14 12802.90
1992/09/30 16460.21 12953.97
1992/10/31 16829.05 12999.31
1992/11/30 17641.74 13442.58
1992/12/31 18100.97 13607.93
1993/01/31 18674.25 13722.24
1993/02/28 18797.44 13908.86
1993/03/31 19695.73 14202.33
1993/04/30 19828.80 13858.64
1993/05/31 20613.97 14230.05
1993/06/30 20620.63 14271.32
1993/07/31 20846.86 14214.23
1993/08/31 21858.26 14752.95
1993/09/30 21904.84 14639.35
1993/10/31 22097.81 14942.39
1993/11/30 21266.06 14800.44
1993/12/31 21979.32 14979.52
1994/01/31 22670.63 15488.82
1994/02/28 22507.97 15069.08
1994/03/31 21617.99 14412.07
1994/04/30 21883.55 14596.54
1994/05/31 21761.53 14835.92
1994/06/30 20921.79 14472.44
1994/07/31 21345.25 14947.14
1994/08/31 22235.23 15559.97
1994/09/30 21940.96 15178.75
1994/10/31 22565.39 15520.27
1994/11/30 21539.04 14955.03
1994/12/31 21732.82 15176.81
1995/01/31 21381.14 15570.34
1995/02/28 22242.41 16177.12
1995/03/31 23053.44 16654.51
1995/04/30 24094.15 17144.98
1995/05/31 24675.51 17830.27
1995/06/30 26240.16 18244.46
1995/07/31 28249.80 18849.45
1995/08/31 28623.02 18896.76
1995/09/30 29146.96 19694.21
1995/10/31 28615.84 19623.90
1995/11/30 29369.46 20485.39
1995/12/31 29617.51 20879.93
1996/01/31 30287.45 21590.69
1996/02/29 30472.10 21790.83
1996/03/31 31317.86 22000.68
1996/04/30 32286.79 22324.97
1996/05/31 32557.76 22900.73
1996/06/30 32311.42 22987.98
1996/07/31 30800.55 21972.37
1996/08/31 31974.76 22435.77
1996/09/30 33288.57 23698.46
1996/10/31 34356.04 24352.06
1996/11/30 36351.38 26192.83
1996/12/31 36114.68 25673.95
1997/01/31 37519.85 27278.06
1997/02/28 36534.51 27491.92
1997/03/31 35584.99 26362.28
1997/04/30 36386.42 27936.10
1997/05/31 38572.91 29636.85
1997/06/30 40167.05 30964.59
1997/07/31 43573.10 33428.44
1997/08/31 42144.48 31555.78
1997/09/30 44958.17 33284.09
1997/10/31 43590.53 32172.40
1997/11/30 43520.84 33661.66
1997/12/31 44420.52 34239.63
1998/01/31 44296.68 34618.32
1998/02/28 47452.49 37114.99
1998/03/31 49875.68 39015.65
1998/04/30 50438.54 39408.15
1998/05/31 49370.05 38730.72
1998/06/30 52108.06 40303.96
1998/07/31 52270.24 39874.73
1998/08/31 44533.22 34109.64
1998/09/30 47233.07 36294.70
1998/10/31 48807.19 39246.91
1998/11/30 52069.90 41625.67
1998/12/31 58442.69 44024.14
1999/01/31 61827.25 45865.23
1999/02/28 59614.99 44439.74
1999/03/31 61826.03 46217.77
1999/04/30 63123.59 48007.79
1999/05/31 61815.65 46874.32
1999/06/30 65230.82 49475.85
1999/07/31 64213.54 47931.21
1999/08/31 62345.05 47693.95
1999/09/30 62189.35 46386.66
1999/10/31 64473.05 49322.01
1999/11/30 67088.92 50324.73
1999/12/31 73072.31 53288.85
IMATRL PRASUN SHR__CHT 19991231 20000113 160109 R00000000000123

$10,000 OVER 10 YEARS: Let's say hypothetically that $10,000 was
invested in Fidelity Contrafund on December 31, 1989, and the current
3.00% sales charge was paid. As the chart shows, by December 31, 1999,
the value of the investment would have grown to $73,072 - a 630.72%
increase on the initial investment. For comparison, look at how the
Standard & Poor's 500 Index did over the same period. With dividends
and capital gains, if any, reinvested, the same $10,000 would have
grown to $53,289 - a 432.89% increase.

(checkmark)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
long-term growth and
short-term volatility. 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.

* THE LIPPER MULTI-CAP GROWTH FUNDS AVERAGE REFLECTS THE PERFORMANCE
(EXCLUDING SALES CHARGES) OF MUTUAL FUNDS WITH SIMILAR PORTFOLIO
CHARACTERISTICS AND CAPITALIZATION. THE LIPPER MULTI-CAP SUPERGROUP
AVERAGE REFLECTS THE PERFORMANCE (EXCLUDING SALES CHARGES) OF MUTUAL
FUNDS WITH SIMILAR CAPITALIZATION. AS OF DECEMBER 31, 1999, THE ONE
YEAR, FIVE YEAR AND 10 YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL
RETURNS FOR THE LIPPER MULTI-CAP GROWTH FUNDS AVERAGE ARE 52.34%,
258.07%, 492.89% AND 52.34%, 28.56%, 19.17%, RESPECTIVELY; AND THE ONE
YEAR, FIVE YEAR AND 10 YEAR CUMULATIVE AND AVERAGE ANNUAL TOTAL
RETURNS FOR THE LIPPER MULTI-CAP SUPERGROUP AVERAGE ARE 24.95%,
186.76%, 341.11% AND 24.95%, 22.85%, 15.51%, RESPECTIVELY.

FUND TALK: THE MANAGER'S OVERVIEW

MARKET RECAP

Despite the fifth consecutive year
of returns exceeding 20% for the
Standard & Poor's 500 Index, this
performance was not necessarily an
entirely accurate representation of
the overall health of the U.S. equity
markets. For example, during the
12-month period ending December
31, 1999, the S&P 500 - a
market-capitalization-weighted
index of 500 widely held U.S. stocks
- - returned 21.04%. Interestingly,
however, the top 50 stocks in the
S&P 500 - the so-called "Nifty 50"
- - accounted for 115% of its total
return. Meanwhile, the remaining
450 stocks had a cumulative return
of -3.13%. Overall, more stocks fell
than rose in 1999. Additionally, just
one sector - technology - was
responsible for approximately 70%
of the S&P's return. This incredibly
narrow market breadth was further
illustrated by the technology-laden
NASDAQ Index. Its 12-month return
of 86.12% was the all-time highest
annual return for any major U.S. stock
index. The Dow Jones Industrial
Average - an index of 30 blue-chip
stocks - posted a 27.13% return
during the period. Also dominating
headlines in 1999 was the Federal
Reserve Board's persistent inflation
worries, and its attempts to keep the
same in check by increasing key
short-term interest rates by 0.25
percentage points on three occasions.

(photograph of Will Danoff)

An interview with Will Danoff, Portfolio Manager of Fidelity
Contrafund

Q. HOW DID THE FUND PERFORM, WILL?

A. For the 12 months that ended December 31, 1999, the fund returned
25.03%. This topped the Standard & Poor's 500 Index, which returned
21.04% during the same period, but trailed the growth funds average,
which returned 29.27% according to Lipper Inc.

Q. WHY DO YOU THINK THE FUND BEAT ITS INDEX BUT TRAILED ITS PEERS?

A. When investors look back on 1999, they will see that technology and
telecommunications stocks dominated the market. Technology stocks rose
more than 70% on average, and produced around 70% of the S&P 500's
return for the year. Investors also will see that most stocks -
particularly those in the finance and health care groups - had a
difficult time. In fact, 51% of the stocks in the S&P 500 actually
declined in 1999. This backdrop played a considerable role in
determining Contrafund's performance relative to both the index and
its peers. Despite having a below-average weighting in tech stocks
during the period, the fund beat the index due to the strong
performance of its media-related holdings, as well as its de-emphasis
on finance and health stocks. In terms of the peer group, many of
Contrafund's competitors owned more technology, and therefore achieved
higher returns. My feeling, though, is that these returns came with a
higher degree of risk.

Q. WHAT COURSE DID THE TECHNOLOGY SECTOR FOLLOW DURING THE PERIOD, AND
HOW DID YOU PLAY YOUR CARDS?

A. The sector exploded during the second half of the year, as global
Internet traffic and wireless phone usage surged, and the global
economy strengthened. Technology earnings growth accelerated to 28% in
1999, vastly better than the rest of the market's 7% growth rate. I
chose to emphasize companies with real earnings and cash flow, and
steered clear of start-ups and concept companies. For example, I added
to the fund's holdings in global networking and software leaders such
as Cisco Systems and Microsoft, both of which were very profitable and
continued to grow by more than 30% annually in 1999. Both companies
were top-10 positions at the end of the period. Despite having less
exposure to technology than both the index and its peers, I did raise
the fund's weighting from 17% to 24% during the second half of the
year. My decision to do so was prompted by the greater-than-expected
consumer and corporate demand for Internet and wireless services.

Q. WHAT FACTORS HELPED THE FUND'S MEDIA-RELATED INVESTMENTS PERFORM
WELL?

A. The Internet phenomenon and the strong economy helped here as well.
As the Web grows and enables faster and more convenient distribution
of content, traditional media companies will most likely gain another
avenue through which to sell their programming. As a result, their
content should become more valuable in the future. In addition, media
companies benefited from the strong economy in that overall U.S.
advertising was up considerably. The fund held significant investments
in leading media companies such as Time Warner, CBS and Viacom, all of
which gained market share in their core businesses and performed well.
The beauty of the media business is that all of the leading companies
tend to generate large amounts of free cash flow, which can then be
used to reduce debt or buy back stock, even when the economy slows. At
the close of the period, the fund's media holdings represented more
than 15% of the portfolio.

Q. THE FUND'S TELECOMMUNICATIONS STOCKS ALSO PERFORMED WELL. WHAT
FACTORS HELPED THIS GROUP?

A. Telecommunications stocks benefited from the continued growth in
wireless usage, the huge increase in data traffic - mostly
Internet-related - and from opportunities created by the deregulation
of the industry, primarily in the U.S. and Europe. Worldwide wireless
subscribers grew 50% in 1999, and growth rates should remain very
strong going forward. The fund's considerable investments in Vodafone
AirTouch - the largest wireless service provider in the world - and
Sprint PCS and Nextel, both new cellular carriers in the U.S., helped
performance in 1999. Data traffic, meanwhile, accounted for 50% of all
global telecommunications traffic, and is doubling every year. This
massive increase forced service providers to expand capacity
meaningfully, and thus helped telecommunications infrastructure
companies such as Nokia, Motorola, Tellabs and Ericsson, all of which
the fund held during the period. Finally, deregulation has spawned
many new, rapid-growth companies in the past few years, and the fund's
stakes in Nextlink, McLeod USA and Energis helped performance.

Q. DID YOU FOLLOW ANY "OUT OF FAVOR" THEMES DURING THE PERIOD?

A. I increased the fund's Japanese holdings. Entering 1999, Japan had
endured a very challenging economic environment. The Nikkei 225 Index
peaked at 38,900 in December 1989, and was below 15,000 at the
beginning of the period as an ongoing recession crushed corporate
profits throughout the 1990s. But by last summer, Japanese companies
were trading at half the cash-flow valuations of their U.S.
counterparts, Japan's central bank had shifted toward easier monetary
policies and Japanese firms were cutting costs aggressively and taking
other shareholder-friendly actions. As a result, earnings rebounded
throughout 1999 and share prices followed. The fund's positions in
Japanese brokers and selected technology companies performed well as a
result.

Q. WHERE DID THE FUND'S DISAPPOINTMENTS LIE?

A. The global economy, and particularly the U.S. economy, was much
stronger than expected in 1999. I had anticipated faster economic
growth, and should have positioned the fund more aggressively with a
higher weighting in technology and even lower weightings in defensive
areas such as drug, grocery-store and financial stocks. The fund's
positions in such steady "defensive" growers as CVS, Safeway and
Associates First Capital detracted from performance as the market paid
virtually any price for accelerating earnings growth, and discarded
these steady growers regardless of their low share prices.

Q. WHAT'S YOUR OUTLOOK?

A. I'm concerned about the recent interest-rate tightenings by the
U.S. Federal Reserve. With unemployment levels at 30-year lows, the
risk of accelerating wage inflation is rising. Higher interest rates
should slow the economy and could squeeze corporate profit growth,
particularly in the second half of 2000. I expect earnings growth to
slow in 2000, and am worried that profits could be even lower. With
this in mind, the fund is positioned more cautiously on economically
sensitive sectors than it was a year ago. The fund remains
underweighted in technology relative to the S&P 500, and I believe
I'll find better buying opportunities in the future.

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 AND DO NOT NECESSARILY REPRESENT THE VIEWS OF FIDELITY OR
ANY OTHER PERSON IN THE FIDELITY ORGANIZATION. ANY SUCH VIEWS ARE
SUBJECT TO CHANGE AT ANY TIME BASED UPON MARKET OR OTHER CONDITIONS
AND FIDELITY DISCLAIMS ANY RESPONSIBILITY TO UPDATE SUCH VIEWS. THESE
VIEWS MAY NOT BE RELIED ON AS INVESTMENT ADVICE AND, BECAUSE
INVESTMENT DECISIONS FOR A FIDELITY FUND ARE BASED ON NUMEROUS
FACTORS, MAY NOT BE RELIED ON AS AN INDICATION OF TRADING INTENT ON
BEHALF OF ANY FIDELITY FUND.

(checkmark)FUND FACTS

GOAL: to increase the value of
the fund's shares over the
long term by investing in
companies whose value is
not fully recognized by the
public

FUND NUMBER: 022

TRADING SYMBOL: FCNTX

START DATE: May 17, 1967
SIZE: as of December 31,
1999, more than $46.9 billion

MANAGER: Will Danoff,
since 1990; manager, VIP II:
Contrafund, since 1995;
Fidelity Select Retailing
Portfolio, 1986-1989;
joined Fidelity in 1986

WILL DANOFF ON TECHNOLOGY
STOCK PRICES:

"In many ways, 1999's market was
the market according to the new
GAAP - growth at any price. This
was especially true in the technology
sector, where small but quickly
growing companies went public
almost daily and emerged as market
leaders despite being
unprofitable.

"Technology earnings growth soared
due the strong economy and an
Internet-fueled surge in information
technology spending. The market
has extrapolated this trend into the
future, and is now paying 75 times
earnings for the average tech stock, up
from 26 times just three years ago.
This tripling of technology stock
multiples is just one indication of the
frenzy currently surrounding the
sector.

"The reason Contrafund was
underweighted in technology was
that I couldn't justify paying such
high prices given the uncertainty of
future profitability for many of these
companies. I did not think the
reward was equally balanced with
the risk. Instead, owning more
traditional tech stocks allowed the
fund to participate in the Internet
trend by owning companies that
were generating actual earnings.

"As we enter 2000, I am concerned
about the technology sector because
valuations are incredibly expensive
and I think the economy will slow.
At the same time, the long-term
fundamentals of some companies
positioned to benefit from the
Internet and wireless tidal waves
have never been better. I'll continue
to work my hardest to find the right
names, but at the right prices."

INVESTMENT CHANGES

<TABLE>
<CAPTION>
<S> <C> <C>
TOP TEN STOCKS AS OF DECEMBER
31, 1999

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

McDonald's Corp. 3.6 3.3

Time Warner, Inc. 3.1 4.3

Cisco Systems, Inc. 2.5 1.7

Microsoft Corp. 2.4 1.4

Vodafone AirTouch PLC 2.0 1.7
sponsored ADR

Exxon Mobil Corp. 1.8 1.4

CBS Corp. 1.7 1.1

BP Amoco PLC sponsored ADR 1.6 1.3

Home Depot, Inc. 1.5 1.0

CVS Corp. 1.5 2.0

21.7 19.2

TOP FIVE MARKET SECTORS AS OF
DECEMBER 31, 1999

% OF FUND'S NET ASSETS % OF FUND'S NET ASSETS 6
MONTHS AGO

TECHNOLOGY 24.6 17.3

MEDIA & LEISURE 15.7 16.4

UTILITIES 14.0 12.4

FINANCE 9.5 7.4

HEALTH 5.8 5.1

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
ASSET ALLOCATION (% OF FUND'S
NET ASSETS)

AS OF DECEMBER 31, 1999 * AS OF JUNE 30, 1999 **

Stocks 94.8% Stocks 90.8%

Bonds 2.4% Bonds 1.9%

Short-Term Investments and Short-Term Investments and
Net Other Assets 2.8% Net Other Assets 7.3%

* FOREIGN INVESTMENTS 17.0% ** FOREIGN INVESTMENTS 9.6%

Row: 1, Col: 1, Value: 94.8 Row: 1, Col: 1, Value: 90.8
Row: 1, Col: 2, Value: 0.0 Row: 1, Col: 2, Value: 0.0
Row: 1, Col: 3, Value: 0.0 Row: 1, Col: 3, Value: 0.0
Row: 1, Col: 4, Value: 2.4 Row: 1, Col: 4, Value: 1.9
Row: 1, Col: 5, Value: 0.0 Row: 1, Col: 5, Value: 0.0
Row: 1, Col: 6, Value: 0.0 Row: 1, Col: 6, Value: 0.0
Row: 1, Col: 7, Value: 0.0 Row: 1, Col: 7, Value: 0.0
Row: 1, Col: 8, Value: 2.8 Row: 1, Col: 8, Value: 7.3

</TABLE>

PRIOR TO THIS REPORT, CERTAIN INFORMATION RELATED TO PORTFOLIO
HOLDINGS WAS STATED AS A PERCENTAGE OF THE FUND'S INVESTMENTS.

INVESTMENTS DECEMBER 31, 1999

Showing Percentage of Net Assets

<TABLE>
<CAPTION>
<S> <C> <C> <C>
COMMON STOCKS - 94.8%

SHARES VALUE (NOTE 1) (000S)

AEROSPACE & DEFENSE - 0.6%

Alliant Techsystems, Inc. (a) 400,000 $ 24,925

Boeing Co. 3,184,670 132,363

Bombardier, Inc. Class B 1,804,200 36,977

United Technologies Corp. 1,207,100 78,462

272,727

BASIC INDUSTRIES - 2.6%

CHEMICALS & PLASTICS - 0.7%

Aventis SA (Germany) 1,276,900 74,518

Avery Dennison Corp. 584,800 42,617

Geon Co. 1,103,000 35,848

H. B. Fuller Co. 433,029 24,223

Spartech Corp. 546,300 17,618

Union Carbide Corp. 971,800 64,868

Valspar Corp. 1,331,100 55,740

315,432

IRON & STEEL - 0.0%

Cordant Technologies, Inc. 269,600 8,897

METALS & MINING - 0.9%

Alcoa, Inc. 1,917,400 159,144

Inco Ltd. 462,000 10,730

Inco Ltd. Class VBN Shares 251,100 2,230

Rio Tinto PLC (Reg.) 5,392,064 130,308

The Broken Hill Proprietary 9,164,870 120,432
Co. Ltd.

422,844

PACKAGING & CONTAINERS - 0.1%

Corning, Inc. 550,500 70,980

PAPER & FOREST PRODUCTS - 0.9%

Bowater, Inc. 922,900 50,125

Champion International Corp. 2,475,300 153,314

Georgia-Pacific Corp. 987,300 50,105

Kimberly-Clark Corp. 498,700 32,540

Temple-Inland, Inc. 169,300 11,163

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

BASIC INDUSTRIES - CONTINUED

PAPER & FOREST PRODUCTS -
CONTINUED

Weyerhaeuser Co. 1,729,700 $ 124,214

Willamette Industries, Inc. 61,200 2,842

424,303

TOTAL BASIC INDUSTRIES 1,242,456

CONSTRUCTION & REAL ESTATE -
0.5%

BUILDING MATERIALS - 0.2%

Fortune Brands, Inc. 1,972,700 65,222

Masco Corp. 838,600 21,279

86,501

CONSTRUCTION - 0.1%

Jacobs Engineering Group, 1,015,600 33,007
Inc. (a)

ENGINEERING - 0.1%

PerkinElmer, Inc. 1,489,200 62,081

REAL ESTATE - 0.0%

Grand Palais Management Co. 398,400 0
LP (d)

REAL ESTATE INVESTMENT TRUSTS
- - 0.1%

Equity Office Properties Trust 1,766,400 43,498

Equity Residential Properties 167,100 7,133
Trust (SBI)

50,631

TOTAL CONSTRUCTION & REAL 232,220
ESTATE

DURABLES - 2.8%

AUTOS, TIRES, & ACCESSORIES -
1.3%

Danaher Corp. 3,471,720 167,510

Gentex Corp. (a) 834,400 23,155

Midas, Inc. (c) 1,426,800 31,211

PACCAR, Inc. 200,100 8,867

SPX Corp. (a)(c) 3,116,947 251,888

Toyota Motor Corp. 880,000 42,622

TRW, Inc. 1,369,500 71,128

596,381

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

DURABLES - CONTINUED

CONSUMER DURABLES - 0.1%

Boyds Collection, Ltd. 2,135,800 $ 14,817

Minnesota Mining & 123,200 12,058
Manufacturing Co.

26,875

CONSUMER ELECTRONICS - 0.8%

Harman International 1,238,900 69,533
Industries, Inc. (c)

Matsushita Electric 481,000 13,420
Industrial Co. Ltd.

Sony Corp. 1,049,800 298,931

381,884

HOME FURNISHINGS - 0.2%

Linens'n Things, Inc. (a)(c) 2,762,200 81,830

Restoration Hardware, Inc. (a) 526,700 3,588

The Bombay Company, Inc. 2,849,700 12,824
(a)(c)

98,242

TEXTILES & APPAREL - 0.4%

Jones Apparel Group, Inc. (a) 1,929,474 52,337

Pacific Sunwear of 1,018,300 32,458
California, Inc. (a)

Quiksilver, Inc. (a) 900,850 13,963

Tommy Hilfiger (a) 3,491,500 81,396

Warnaco Group, Inc. Class A 1,892,200 23,298

203,452

TOTAL DURABLES 1,306,834

ENERGY - 5.0%

ENERGY SERVICES - 0.1%

BJ Services Co. (a) 205,300 8,584

ENSCO International, Inc. 70,700 1,617

Global Marine, Inc. (a) 991,700 16,487

Halliburton Co. 62,200 2,504

Hanover Compressor Co. (a) 259,000 9,777

Schlumberger Ltd. 319,700 17,983

Smith International, Inc. (a) 38,000 1,888

Tidewater, Inc. 148,900 5,360

Transocean Sedco Forex, Inc. 61,893 2,085

66,285

OIL & GAS - 4.9%

Amerada Hess Corp. 698,270 39,627

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

ENERGY - CONTINUED

OIL & GAS - CONTINUED

Anadarko Petroleum Corp. 696,000 $ 23,751

Atlantic Richfield Co. 1,246,800 107,848

BP Amoco PLC sponsored ADR 12,780,466 758,041

Canadian Natural Resources 339,030 8,261
Ltd. (a)

Exxon Mobil Corp. 10,603,682 854,259

Rio Alto Exploration Ltd. (a) 586,100 8,265

Royal Dutch Petroleum Co. (NY 3,971,800 240,046
Registry Gilder 1.25)

Suncor Energy, Inc. 768,800 32,098

Total Fina SA sponsored ADR 2,257,165 156,309

Vastar Resources, Inc. 873,700 51,548

2,280,053

TOTAL ENERGY 2,346,338

FINANCE - 9.5%

BANKS - 2.2%

Bank of New York Co., Inc. 6,363,400 254,536

Chase Manhattan Corp. 1,989,600 154,567

Fifth Third Bancorp 239,800 17,595

First Security Corp. 305,000 7,787

FleetBoston Financial Corp. 1,240,647 43,190

HSBC Holdings PLC (United 7,456,000 106,434
Kingdom Reg.)

Lloyds TSB Group PLC 4,552,000 56,990

M&T Bank Corp. 37,230 15,423

Marshall & Ilsley Corp. 446,600 28,052

Mellon Financial Corp. 1,545,600 52,647

Northern Trust Corp. 699,800 37,089

Toronto Dominion Bank 1,661,300 44,498

Wells Fargo & Co. 5,137,600 207,752

Zions Bancorp 314,400 18,609

1,045,169

CREDIT & OTHER FINANCE - 2.7%

American Express Co. 2,400,000 399,000

Associates First Capital 17,452,272 478,847
Corp. Class A

Citigroup, Inc. 5,962,300 331,280

Household International, Inc. 1,365,200 50,854

1,259,981

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

FINANCE - CONTINUED

FEDERAL SPONSORED CREDIT - 1.1%

Fannie Mae 6,519,070 $ 407,034

Freddie Mac 1,874,020 88,196

SLM Holding Corp. 998,700 42,195

537,425

INSURANCE - 1.8%

AFLAC, Inc. 1,464,300 69,097

Allstate Corp. 987,100 23,690

Ambac Financial Group, Inc. 270,700 14,127

American General Corp. 1,042,400 79,092

American International Group, 3,458,437 373,944
Inc.

Berkshire Hathaway, Inc. 2,758 154,724
Class A (a)

Canada Life Financial Corp. 830,800 12,835
(a)

CIGNA Corp. 219,000 17,643

Marsh & McLennan Companies, 657,900 62,953
Inc.

Mutual Risk Management Ltd. 2,280,200 38,336
(c)

RenaissanceRe Holdings Ltd. 562,800 23,004

869,445

SAVINGS & LOANS - 0.4%

Golden West Financial Corp. 5,052,300 169,252

SECURITIES INDUSTRY - 1.3%

Daiwa Securities Co. Ltd. 20,190,000 315,889

Nikko Securities Co. Ltd. 13,790,000 174,466

Nomura Securities Co. Ltd. 6,255,000 112,921

603,276

TOTAL FINANCE 4,484,548

HEALTH - 5.8%

DRUGS & PHARMACEUTICALS - 4.6%

Allergan, Inc. 4,360,700 216,945

Amgen, Inc. (a) 2,938,500 176,494

AstraZeneca Group PLC (United 413,700 17,272
Kingdom)

Biogen, Inc. (a) 1,270,600 107,366

Biovail Corp. International 116,300 10,853
(a)

Bristol-Myers Squibb Co. 1,938,700 124,440

Cephalon, Inc. (a) 237,300 8,202

Chiron Corp. (a) 83,100 3,521

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HEALTH - CONTINUED

DRUGS & PHARMACEUTICALS -
CONTINUED

Eli Lilly & Co. 2,271,900 $ 151,081

Genentech, Inc. 1,465,420 197,099

Human Genome Sciences, Inc. 184,500 28,159
(a)

IDEC Pharmaceuticals Corp. (a) 450,100 44,222

Immunex Corp. (a) 4,042,500 442,654

Jones Pharma, Inc. 94,600 4,109

Medimmune, Inc. (a) 804,030 133,368

Merck & Co., Inc. 1,524,900 102,264

Pfizer, Inc. 377,100 12,232

QLT PhotoTherapeutics, Inc. 698,500 41,040
(a)

Schering-Plough Corp. 3,168,900 133,688

Warner-Lambert Co. 2,453,900 201,066

2,156,075

MEDICAL EQUIPMENT & SUPPLIES
- - 1.0%

Baxter International, Inc. 259,600 16,306

Becton, Dickinson & Co. 1,339,450 35,830

Biomet, Inc. 823,800 32,952

Boston Scientific Corp. (a) 136,500 2,986

C. R. Bard, Inc. 1,014,000 53,742

Cardinal Health, Inc. 347,567 16,640

Guidant Corp. 1,117,800 52,537

Haemonetics Corp. (a) 231,900 5,522

Medtronic, Inc. 1,588,300 57,874

Patterson Dental Co. (a) 1,206,500 51,427

Perrigo Co. (a) 1,215,900 9,727

Smith & Nephew PLC 7,141,740 24,013

Stryker Corp. 425,100 29,598

Sybron International, Inc. (a) 1,213,800 29,966

Varian Medical Systems, Inc. 1,202,700 35,855

454,975

MEDICAL FACILITIES MANAGEMENT
- - 0.2%

Columbia/HCA Healthcare Corp. 2,774,300 81,322

Health Management Associates, 906,400 12,123
Inc. Class A (a)

United HealthCare Corp. 504,300 26,791

120,236

TOTAL HEALTH 2,731,286

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

HOLDING COMPANIES - 0.0%

PartnerRe Ltd. 207,400 $ 6,728

INDUSTRIAL MACHINERY &
EQUIPMENT - 1.8%

ELECTRICAL EQUIPMENT - 1.5%

Adtran, Inc. (a) 543,700 27,967

Allen Telecom, Inc. (a)(c) 2,462,700 28,475

Anixter International, Inc. 784,400 16,178
(a)

C&D Technologies, Inc. 18,500 786

Cymer, Inc. (a) 82,900 3,813

General Instrument Corp. (a) 745,600 63,376

Hutchison Whampoa Ltd. 7,935,000 115,429

L-3 Communications Holdings, 151,800 6,319
Inc. (a)

Loral Space & Communications 5,712,267 138,879
Ltd. (a)

Mitsubishi Electric Corp. 1,622,000 10,475

Rayovac Corp. (a)(c) 2,559,500 48,311

Roper Industries, Inc. 881,500 33,332

Siemens AG 1,667,300 213,092

706,432

INDUSTRIAL MACHINERY &
EQUIPMENT - 0.3%

ITT Industries, Inc. 1,485,100 49,658

Kennametal, Inc. 175,700 5,908

Mettler-Toledo International, 766,100 29,255
Inc. (a)

MSC Industrial Direct, Inc. 1,098,400 14,554
(a)

Sandvik AB Series B 763,300 24,505

Terex Corp. (a) 602,000 16,706

140,586

TOTAL INDUSTRIAL MACHINERY & 847,018
EQUIPMENT

MEDIA & LEISURE - 15.7%

BROADCASTING - 8.7%

American Tower Corp. Class A 6,924,600 211,633
(a)

Asia Satellite 1,700 60
Telecommunications Holdings
Ltd. sponsored ADR

AT&T Corp.:

(Liberty Media Group Class A) 5,148,892 292,200
(a)

(Liberty Media Group Class B) 7,700 529
(a)

Capital Radio PLC 1,011,740 24,532

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

BROADCASTING - CONTINUED

CBS Corp. (a) 12,341,372 $ 789,076

Charter Communications, Inc. 1,682,600 36,807

Citadel Communications Corp. 540,000 35,033
(a)

Comcast Corp.:

Class A 236,500 11,322

Class A (special) 6,908,080 349,290

Cox Communications, Inc. 1,937,300 99,771
Class A (a)

EchoStar Communications Corp. 274,900 26,803
Class A (a)

Entercom Communications Corp. 150,600 9,940

Grupo Televisa SA de CV 171,500 11,705
sponsored ADR (a)

Infinity Broadcasting Corp. 10,356,001 374,758
Class A

NTL, Inc. (a) 208,900 26,060

Primacom AG 262,162 16,885

SBS Broadcasting SA (a)(c) 1,357,800 66,108

TCI Satellite Entertainment, 165,600 2,650
Inc. Class A (a)

Television Francaise 1 SA 82,914 43,389

Time Warner, Inc. 20,336,377 1,473,116

TV Azteca SA de CV sponsored 206,900 1,862
ADR

United Pan-Europe 1,208,850 154,499
Communications NV

UnitedGlobalCom, Inc. (a) 170,200 12,020

Univision Communications, 54,000 5,518
Inc. Class A (a)

4,075,566

ENTERTAINMENT - 2.1%

Park Place Entertainment 1,216,700 15,209
Corp.

Premier Parks, Inc. (a)(c) 4,869,200 140,598

SFX Entertainment, Inc. Class 294,850 10,670
A (a)

Viacom, Inc.:

Class A (a) 3,172,000 191,708

Class B (non-vtg.) (a) 10,718,900 647,824

1,006,009

LEISURE DURABLES & TOYS - 0.3%

Callaway Golf Co. 968,800 17,136

Harley-Davidson, Inc. 1,524,700 97,676

114,812

LODGING & GAMING - 0.0%

Dover Downs Entertainment, 629,900 11,811
Inc. (c)

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

MEDIA & LEISURE - CONTINUED

PUBLISHING - 0.7%

Harte Hanks Communications, 2,031,350 $ 44,182
Inc.

McGraw-Hill Companies, Inc. 421,900 26,000

Meredith Corp. 249,700 10,409

Reader's Digest Association, 3,953,860 115,650
Inc. Class A (non-vtg.)

Scholastic Corp. (a) 343,500 21,361

The New York Times Co. Class A 148,100 7,275

Tribune Co. 1,504,957 82,867

307,744

RESTAURANTS - 3.9%

Brinker International, Inc. 1,612,900 38,710
(a)

CEC Entertainment, Inc. (a) 1,103,000 31,298

McDonald's Corp. 41,962,600 1,691,606

Outback Steakhouse, Inc. (a) 1,320,650 34,254

Papa John's International, 1,272,200 33,157
Inc. (a)

Pizzaexpress PLC 1,522,400 18,027

1,847,052

TOTAL MEDIA & LEISURE 7,362,994

NONDURABLES - 1.9%

BEVERAGES - 0.1%

Allied Domecq PLC 5,877,024 29,071

FOODS - 1.1%

American Italian Pasta Co. 154,200 4,742
Class A (a)

Booker PLC 9,518,454 18,002

Earthgrains Co. (c) 3,514,900 56,678

General Mills, Inc. 1,392,600 49,785

H. J. Heinz Co. 42,000 1,672

Keebler Foods Co. (a) 3,636,500 102,277

Kellogg Co. 1,613,000 49,701

Quaker Oats Co. 2,338,200 153,444

Sysco Corp. 1,842,400 72,890

509,191

HOUSEHOLD PRODUCTS - 0.7%

Avon Products, Inc. 2,660,700 87,803

Colgate-Palmolive Co. 2,962,000 192,530

Dial Corp. 1,814,000 44,103

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

NONDURABLES - CONTINUED

HOUSEHOLD PRODUCTS - CONTINUED

Playtex Products, Inc. (a) 1,526,000 $ 23,462

Yankee Candle Co., Inc. 418,000 6,819

354,717

TOTAL NONDURABLES 892,979

PRECIOUS METALS - 0.8%

Anglogold Ltd. 187,400 9,651

Barrick Gold Corp. 8,882,760 158,105

Franco Nevada Mining Corp. 4,369,643 66,902
Ltd.

Newmont Mining Corp. 126,900 3,109

Placer Dome, Inc. 7,316,285 78,640

Stillwater Mining Co. (a) 1,650,060 52,596

369,003

RETAIL & WHOLESALE - 5.5%

APPAREL STORES - 0.7%

Abercrombie & Fitch Co. Class 59,400 1,585
A (a)

AnnTaylor Stores Corp. (a) 354,700 12,215

Charlotte Russe Holding, Inc. 33,200 697

Charming Shoppes, Inc. (a)(c) 10,620,500 70,361

Claire's Stores, Inc. 1,689,700 37,807

Gap, Inc. 697,050 32,064

Talbots, Inc. 782,500 34,919

The Limited, Inc. 820,400 35,534

TJX Companies, Inc. 3,620,300 73,990

Urban Outfitters, Inc. (a) 242,000 7,048

306,220

DRUG STORES - 1.5%

CVS Corp. 17,304,766 691,109

Walgreen Co. 1,015,000 29,689

720,798

GENERAL MERCHANDISE STORES -
0.5%

99 Cents Only Stores (a) 112,200 4,292

Costco Wholesale Corp. (a) 1,487,000 135,689

Dollar Tree Stores, Inc. (a) 207,200 10,036

Hot Topic, Inc. (a) 224,000 5,208

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

RETAIL & WHOLESALE - CONTINUED

GENERAL MERCHANDISE STORES -
CONTINUED

Ito-Yokado Co. Ltd. 607,000 $ 65,927

Tuesday Morning Corp. (a) 895,000 16,502

Wal-Mart Stores, Inc. 29,100 2,012

239,666

GROCERY STORES - 0.5%

Fleming Companies, Inc. (c) 2,260,665 23,172

Loblaw Companies Ltd. 317,700 7,708

Safeway, Inc. (a) 4,145,850 147,437

U.S. Foodservice (a) 3,729,700 62,472

240,789

RETAIL & WHOLESALE,
MISCELLANEOUS - 2.3%

Bed Bath & Beyond, Inc. (a) 3,860,900 134,166

Best Buy Co., Inc. (a) 82,800 4,156

Boots Co. PLC 1,627,700 15,840

Circuit City Stores, Inc. - 735,900 33,161
Circuit City Group

Good Guys, Inc. (a)(c) 1,286,900 11,984

Guitar Center, Inc. (a) 696,300 7,007

Home Depot, Inc. 10,529,250 721,912

Intimate Brands, Inc. Class A 18,000 776

Office Depot, Inc. (a) 6,920,900 75,697

Staples, Inc. (a) 1,229,450 25,511

Sunglass Hut International, 3,804,800 42,804
Inc. (a)(c)

1,073,014

TOTAL RETAIL & WHOLESALE 2,580,487

SERVICES - 2.8%

ADVERTISING - 1.9%

DoubleClick, Inc. (a) 471,300 119,268

Interpublic Group of 4,484,500 258,700
Companies, Inc.

Lamar Advertising Co. Class A 2,331,300 141,189
(a)

Omnicom Group, Inc. 24,600 2,460

TMP Worldwide, Inc. (a) 508,300 72,179

WPP Group PLC 4,026,098 63,845

Young & Rubicam, Inc. 3,173,100 224,497

882,138

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

SERVICES - CONTINUED

LEASING & RENTAL - 0.1%

Blockbuster, Inc. Class A 1,191,500 $ 15,936

PRINTING - 0.0%

Reynolds & Reynolds Co. Class 449,200 10,107
A

SERVICES - 0.8%

ACNielsen Corp. (a) 1,850,300 45,564

Catalina Marketing Corp. (a) 358,700 41,520

Cendant Corp. (a) 580,500 15,420

CheckFree Holdings Corp. (a) 239,500 25,028

Convergys Corp. (a) 41,500 1,276

FYI, Inc. (a) 314,600 10,696

Gartner Group, Inc. Class B 2,168,062 29,946
(a)

H&R Block, Inc. 1,218,900 53,327

NOVA Corp. (a) 726,100 22,918

Robert Half International, 628,400 17,949
Inc. (a)

Teletech Holdings, Inc. (a) 208,500 7,027

Viad Corp. 4,188,400 116,752

387,423

TOTAL SERVICES 1,295,604

TECHNOLOGY - 24.6%

COMMUNICATIONS EQUIPMENT - 5.2%

ADC Telecommunications, Inc. 2,554,200 185,339
(a)

Advanced Fibre 519,800 23,229
Communications, Inc. (a)

AudioCodes Ltd. 258,400 23,773

Cisco Systems, Inc. (a) 11,099,630 1,189,048

Ditech Communications Corp. 35,900 3,357

Efficient Networks, Inc. 15,800 1,074

Globalstar Telecommunications 707,700 31,139
Ltd. (a)

InterVoice, Inc. (a) 89,400 2,079

Lucent Technologies, Inc. 3,299,000 246,806

Marconi PLC 2,939,600 52,057

Metricom, Inc. (a) 271,900 21,378

NEC Corp. 904,000 21,539

Nokia AB sponsored ADR 1,297,900 246,601

Nortel Networks Corp. 1,130,380 113,960

Telefonaktiebolaget LM 1,401,000 92,028
Ericsson sponsored ADR

Tellabs, Inc. (a) 2,459,700 157,882

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMMUNICATIONS EQUIPMENT -
CONTINUED

Terayon Communication 49,700 $ 3,122
Systems, Inc. (a)

Xircom, Inc. (a) 380,300 28,523

2,442,934

COMPUTER SERVICES & SOFTWARE
- - 10.2%

24/7 Media, Inc. (a) 311,200 17,505

Adobe Systems, Inc. 1,770,300 119,053

Affymetrix, Inc. (a) 141,200 23,960

Akamai Technologies, Inc. 45,300 14,841

Amdocs Ltd. (a) 2,137,700 73,751

America Online, Inc. (a) 3,730,600 281,427

Ariba, Inc. 12,400 2,199

Automatic Data Processing, 7,538,800 406,153
Inc.

AVT Corp. (a) 39,500 1,857

BEA Systems, Inc. (a) 415,700 29,073

Bell & Howell Co. (a) 429,500 13,663

Black Box Corp. (a) 72,300 4,844

BMC Software, Inc. (a) 228,100 18,234

BroadVision, Inc. (a) 207,200 35,237

Cambridge Technology 1,231,900 32,337
Partners, Inc. (a)

Ceridian Corp. (a) 6,776,400 146,116

Computer Sciences Corp. (a) 2,533,000 239,685

Covad Communications Group, 642,650 35,948
Inc.

Dendrite International, Inc. 235,450 7,976
(a)

DSET Corp. (a) 260,200 9,725

DST Systems, Inc. (a) 343,300 26,198

Electronic Data Systems Corp. 2,525,800 169,071

Equant NV (Reg.) (a) 829,500 92,904

Fair, Isaac & Co., Inc. 21,900 1,161

Foundry Networks, Inc. 23,900 7,210

Go2Net, Inc. (a) 199,000 17,313

HotJobs.com Ltd. 230,700 10,079

IMS Health, Inc. 1,821,553 49,523

Infonet Services Corp. Class B 979,200 25,704

Informix Corp. (a) 2,781,500 31,640

InfoSpace.com, Inc. 8,300 1,776

Intuit, Inc. (a) 5,316,400 318,652

ISS Group, Inc. (a) 341,900 24,318

J. D. Edwards & Co. (a) 331,800 9,913

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTER SERVICES & SOFTWARE
- - CONTINUED

Lycos, Inc. (a) 538,100 $ 42,813

Micromuse, Inc. (a) 392,600 66,742

Microsoft Corp. (a) 9,828,380 1,147,463

National Computer Systems, 1,083,200 40,755
Inc.

National Instrument Corp. (a) 578,500 22,128

NCR Corp. (a) 1,192,100 45,151

NetIQ Corp. 414,600 21,585

Novell, Inc. (a) 8,300 331

Polycom, Inc. (a) 1,157,500 73,718

Proxicom, Inc. 102,700 12,767

Rational Software Corp. (a) 1,849,700 90,867

Redback Networks, Inc. 149,400 26,519

SalesLogix Corp. 174,200 7,153

Software.com, Inc. 87,500 8,400

Sykes Enterprises, Inc. (a) 1,065,600 46,753

Symantec Corp. (a) 49,700 2,914

Synopsys, Inc. (a) 174,800 11,668

The Bisys Group (a) 437,000 28,514

TIBCO Software, Inc. 8,300 1,270

Unisys Corp. (a)(c) 16,271,141 519,660

Verio, Inc. (a) 498,200 23,011

VeriSign, Inc. (a) 112,800 21,538

Viant Corp. 290,700 28,779

Vignette Corp. 296,710 48,364

Visual Networks, Inc. (a) 377,700 29,933

Yahoo!, Inc. (a) 227,600 98,480

4,766,322

COMPUTERS & OFFICE EQUIPMENT
- - 2.5%

Adaptec, Inc. (a) 238,200 11,880

Alteon Websystems, Inc. 75,400 6,616

Apple Computer, Inc. (a) 905,400 93,086

Canon, Inc. 462,000 18,740

Comverse Technology, Inc. (a) 108,000 15,633

Dell Computer Corp. (a) 1,406,800 71,747

EMC Corp. (a) 1,996,200 218,085

Hewlett-Packard Co. 2,726,300 310,628

Hitachi Ltd. 841,000 13,614

Juniper Networks, Inc. 222,500 75,650

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

COMPUTERS & OFFICE EQUIPMENT
- - CONTINUED

RSA Security, Inc. (a) 90,500 $ 7,014

SanDisk Corp. (a) 287,400 27,662

Seagate Technology, Inc. (a) 1,619,400 75,403

Sun Microsystems, Inc. (a) 768,300 59,495

Symbol Technologies, Inc. 2,806,025 178,358

1,183,611

ELECTRONIC INSTRUMENTS - 2.2%

Agilent Technologies, Inc. 1,311,500 101,395

Anadigics, Inc. (a) 105,600 4,983

KLA-Tencor Corp. (a) 144,900 16,138

Novellus Systems, Inc. (a) 33,200 4,068

PE Corp. - Biosystems Group 4,118,240 495,476

Sawtek, Inc. (a) 82,900 5,518

Teradyne, Inc. (a) 954,100 62,971

Thermo Electron Corp. (a) 4,884,300 73,265

Thermo Instrument Systems, 954,975 10,624
Inc. (a)

Varian, Inc. (a) 224,000 5,040

Waters Corp. (a)(c) 4,665,800 247,287

1,026,765

ELECTRONICS - 4.5%

Analog Devices, Inc. (a) 1,124,200 104,551

Atmel Corp. (a) 1,545,500 45,689

Broadcom Corp. Class A (a) 290,800 79,207

Brocade Communications 41,400 7,328
Systems, Inc.

Celestica, Inc. (sub. vtg.) 2,017,200 112,663
(a)

Conexant Systems, Inc. (a) 260,400 17,284

Dallas Semiconductor Corp. 62,200 4,008

Intel Corp. 1,886,000 155,241

JDS Uniphase Corp. (a) 41,400 6,678

KEMET Corp. (a) 463,800 20,900

Kyocera Corp. 951,400 246,694

Linear Technology Corp. 1,341,500 96,001

Micron Technology, Inc. (a) 41,400 3,219

Motorola, Inc. 3,520,300 518,364

National Semiconductor Corp. 1,015,200 43,463
(a)

PMC-Sierra, Inc. (a) 82,900 13,290

QLogic Corp. (a) 190,600 30,472

RF Micro Devices, Inc. (a) 62,200 4,257

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

TECHNOLOGY - CONTINUED

ELECTRONICS - CONTINUED

Sanmina Corp. (a) 228,500 $ 22,821

TDK Corp. 288,000 39,762

Texas Instruments, Inc. 3,082,200 298,588

Vitesse Semiconductor Corp. 3,888,400 203,898
(a)

Zoran Corp. (a) 517,900 28,873

2,103,251

TOTAL TECHNOLOGY 11,522,883

TRANSPORTATION - 0.9%

AIR TRANSPORTATION - 0.3%

Continental Airlines, Inc. 431,000 19,126
Class B (a)

Ryanair Holdings PLC 291,700 16,080
sponsored ADR (a)

Southwest Airlines Co. 6,591,687 106,703

141,909

RAILROADS - 0.1%

Canadian National Railway Co. 959,800 25,343

TRUCKING & FREIGHT - 0.5%

American Freightways Corp. (a) 904,200 14,637

C. H. Robinson Worldwide, 2,222,100 88,328
Inc. (c)

Expeditors International of 404,200 17,709
Washington, Inc.

Swift Transportation Co., 5,233,000 92,232
Inc. (a)(c)

United Parcel Service, Inc. 461,600 31,850
Class B

244,756

TOTAL TRANSPORTATION 412,008

UTILITIES - 14.0%

CELLULAR - 6.4%

Aerial Communications, Inc. 682,800 41,565
(a)

AirGate PCS, Inc. 43,200 2,279

ALLTEL Corp. 1,739,000 143,794

Centennial Cellular Corp. (a) 4,200 348

China Telecom (Hong Kong) 8,772,000 56,388
Ltd. (a)

Mannesmann AG (Reg.) 1,040,940 253,507

Nextel Communications, Inc. 4,530,250 467,182
Class A (a)

NTT Mobile Communication 2,059 79,177
Network, Inc.

Orange PLC ADR (a) 848,800 140,476

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

CELLULAR - CONTINUED

Partner Communication Co. 1,711,000 $ 44,272
Ltd. ADR

Sprint Corp. - PCS Group 4,734,610 485,298
Series 1 (a)

Tele Sudeste Celular 703,200 27,293
Participacoes SA ADR

TeleCorp PCS, Inc. 15,000 570

Telesp Celular Participacoes 1,211,700 51,346
SA ADR

Telesystem International 497,500 18,260
Wireless, Inc. (sub. vtg.)
(a)

Triton PCS Holdings, Inc. 1,900,000 86,450
Class A

Vodafone AirTouch PLC 18,672,150 924,271
sponsored ADR

VoiceStream Wireless Corp. (a) 1,162,300 165,410

Western Wireless Corp. Class A 105,800 7,062

Wireless Facilities, Inc. 498,800 21,760

3,016,708

ELECTRIC UTILITY - 0.3%

AES Corp. (a) 712,500 53,259

Edison International 142,000 3,719

Illinova Corp. 1,113,000 38,677

Independent Energy Holdings 836,800 27,876
PLC sponsored ADR (a)

123,531

GAS - 0.1%

Dynegy, Inc. 2,670,800 64,934

TELEPHONE SERVICES - 7.1%

Allegiance Telecom, Inc. (a) 625,700 57,721

AT&T Corp. 12,012,550 609,637

Bell Atlantic Corp. 1,631,600 100,445

BellSouth Corp. 4,138,200 193,719

British Telecommunications PLC 2,684,654 63,895

Cable & Wireless PLC 1,899,900 100,576
sponsored ADR

DDI Corp. 10,509 143,959

Deutsche Telekom AG 263,874 18,854

Energis PLC (a) 2,388,965 114,849

Esat Telecom Group PLC 371,475 33,990
sponsored ADR (a)

Global Crossing Ltd. (a) 1,140,900 57,045

GTE Corp. 1,395,100 98,442

Koninklijke KPN NV 27,284 2,661

MCI WorldCom, Inc. (a) 7,610,653 403,840

McLeodUSA, Inc. Class A (a) 3,185,160 187,526

NEXTLINK Communications, Inc. 2,179,500 181,035
Class A (a)

Nippon Telegraph & Telephone 15,886 272,021
Corp.

COMMON STOCKS - CONTINUED

SHARES VALUE (NOTE 1) (000S)

UTILITIES - CONTINUED

TELEPHONE SERVICES - CONTINUED

Qwest Communications 724,016 $ 31,133
International, Inc. (a)

RCN Corp. (a) 574,200 27,849

SBC Communications, Inc. 7,745,659 377,601

Telefonica SA sponsored ADR 1,110,476 87,519

Telefonos de Mexico SA de CV 207,300 23,321
Series L sponsored ADR

Teligent, Inc. Class A (a)(c) 718,500 44,367

Time Warner Telecom, Inc. 227,600 11,366

WinStar Communications, Inc. 1,287,500 96,402
(a)

3,339,773

WATER - 0.1%

Vivendi SA (a) 371,800 33,545

TOTAL UTILITIES 6,578,491

TOTAL COMMON STOCKS 44,484,604
(Cost $30,695,744)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
U.S. TREASURY OBLIGATIONS -
2.4%

MOODY'S RATINGS (UNAUDITED) PRINCIPAL AMOUNT (000S)

U.S. Treasury Bonds:

5.5% 8/15/28 Aaa $ 93,500 79,738

6.125% 11/15/27 Aaa 302,000 281,047

6.375% 8/15/27 Aaa 344,000 330,402

6.5% 11/15/26 Aaa 96,000 93,600

6.75% 8/15/26 Aaa 56,600 56,865

6.875% 8/15/25 Aaa 239,500 243,952

7.625% 2/15/25 Aaa 19,610 21,733

TOTAL U.S. TREASURY OBLIGATIONS 1,107,337
(Cost $1,187,414)

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C>
CASH EQUIVALENTS - 3.4%

SHARES VALUE (NOTE 1) (000S)

Central Cash Collateral Fund, 253,191,996 $ 253,192
4.97% (b)

Taxable Central Cash Fund, 1,334,693,092 1,334,693
5.12% (b)

TOTAL CASH EQUIVALENTS 1,587,885
(Cost $1,587,885)

TOTAL INVESTMENT PORTFOLIO - 47,179,826
100.6%
(Cost $33,471,043)

NET OTHER ASSETS - (0.6)% (268,131)

NET ASSETS - 100% $ 46,911,695

</TABLE>

LEGEND

(a) Non-income producing

(b) The rate quoted is the annualized seven-day yield of the fund at
period end.

(d) Restricted securities - Investment in securities not registered
under the Securities Act of 1933.

Additional information on each holding is as follows:

SECURITY ACQUISITION DATE ACQUISITION COST (000S)

Grand Palais Management Co. LP 7/24/96 $ 0

Distribution of investments by country of issue, as a percentage of
net assets, is as follows:

United States of America 83.0%

United Kingdom 5.9

Japan 4.0

Canada 1.7

Germany 1.0

Netherlands 1.0

Others (individually less 3.4
than 1%)

100.0%

INCOME TAX INFORMATION

At December 31, 1999, the aggregate
cost of investment securities for income
tax purposes was $33,854,658,000.
Net unrealized appreciation aggre-
gated $13,325,168,000, of which $14,728,782,000 related to appreciated
investment securities and $1,403,614,000 related to depreciated
investment securities.

The fund hereby designates approximately $5,970,809,000 as a capital
gain dividend for the purpose of the dividend paid deduction.

FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
AMOUNTS IN THOUSANDS (EXCEPT
PER-SHARE AMOUNT) DECEMBER 31, 1999

ASSETS

Investment in securities, at $ 47,179,826
value (cost $33,471,043) -
See accompanying schedule

Cash 2,710

Receivable for investments 201,186
sold

Receivable for fund shares 35,257
sold

Dividends receivable 15,838

Interest receivable 31,526

Other receivables 1,220

TOTAL ASSETS 47,467,563

LIABILITIES

Payable for investments $ 214,470
purchased

Payable for fund shares 62,643
redeemed

Accrued management fee 18,732

Other payables and accrued 6,831
expenses

Collateral on securities 253,192
loaned, at value

TOTAL LIABILITIES 555,868

NET ASSETS $ 46,911,695

Net Assets consist of:

Paid in capital $ 31,586,838

Undistributed net investment 11,274
income

Accumulated undistributed net 1,604,806
realized gain (loss) on
investments and foreign
currency transactions

Net unrealized appreciation 13,708,777
(depreciation) on
investments and assets and
liabilities in foreign
currencies

NET ASSETS, for 781,623 $ 46,911,695
shares outstanding

NET ASSET VALUE, offering $60.02
price and redemption price
per share ($46,911,695
(divided by) 781,623 shares)

Maximum offering price per $61.88
share (100/97.00 of $60.02)

STATEMENT OF OPERATIONS
AMOUNTS IN THOUSANDS YEAR
ENDED DECEMBER 31, 1999

INVESTMENT INCOME $ 230,410
Dividends (including $1,320
received from affiliated
issuers)

Interest 224,803

Security lending 4,315

TOTAL INCOME 459,528

EXPENSES

Management fee Basic fee $ 243,766

Performance adjustment (54,822)

Transfer agent fees 78,266

Accounting and security 1,442
lending fees

Non-interested trustees' 172
compensation

Custodian fees and expenses 1,555

Registration fees 2,207

Audit 189

Legal 171

Interest 5

Miscellaneous 93

Total expenses before 273,044
reductions

Expense reductions (14,762) 258,282

NET INVESTMENT INCOME 201,246

REALIZED AND UNREALIZED GAIN
(LOSS)
Net realized gain (loss) on:

Investment securities 8,519,739
(including realized gain of
$17,563 on sales of
investments in affiliated
issuers)

Foreign currency transactions (1,045) 8,518,694

Change in net unrealized
appreciation (depreciation)
on:

Investment securities 832,925

Assets and liabilities in (163) 832,762
foreign currencies

NET GAIN (LOSS) 9,351,456

NET INCREASE (DECREASE) IN $ 9,552,702
NET ASSETS RESULTING FROM
OPERATIONS

<TABLE>
<CAPTION>
<S> <C> <C>
STATEMENT OF CHANGES IN NET ASSETS

AMOUNTS IN THOUSANDS YEAR ENDED DECEMBER 31, 1999 YEAR ENDED DECEMBER 31, 1998

INCREASE (DECREASE) IN NET
ASSETS

Operations Net investment $ 201,246 $ 232,829
income

Net realized gain (loss) 8,518,694 3,185,752

Change in net unrealized 832,762 5,951,832
appreciation (depreciation)

NET INCREASE (DECREASE) IN 9,552,702 9,370,413
NET ASSETS RESULTING FROM
OPERATIONS

Distributions to shareholders (187,492) (190,451)
From net investment income

From net realized gain (6,849,357) (2,677,837)

TOTAL DISTRIBUTIONS (7,036,849) (2,868,288)

Share transactions Net 6,947,473 6,953,917
proceeds from sales of shares

Reinvestment of distributions 6,910,736 2,812,601

Cost of shares redeemed (8,101,248) (8,368,858)

NET INCREASE (DECREASE) IN 5,756,961 1,397,660
NET ASSETS RESULTING FROM
SHARE TRANSACTIONS

TOTAL INCREASE (DECREASE) 8,272,814 7,899,785
IN NET ASSETS

NET ASSETS

Beginning of period 38,638,881 30,739,096

End of period (including $ 46,911,695 $ 38,638,881
undistributed net investment
income of $11,274 and
$35,367, respectively)

OTHER INFORMATION
Shares

Sold 114,641 134,565

Issued in reinvestment of 119,715 49,673
distributions

Redeemed (132,909) (163,300)

Net increase (decrease) 101,447 20,938

</TABLE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
FINANCIAL HIGHLIGHTS

YEARS ENDED DECEMBER 31, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 56.81 $ 46.63 $ 42.15 $ 38.02 $ 30.28
period

Income from Investment
Operations

Net investment income .29 C .36 C .42 C .46 .03

Net realized and unrealized 13.42 14.34 8.97 7.50 10.93
gain (loss)

Total from investment 13.71 14.70 9.39 7.96 10.96
operations

Less Distributions

From net investment income (.28) (.30) (.35) (.38) (.09)

From net realized gain (10.22) (4.22) (4.56) (3.45) (3.13)

Total distributions (10.50) (4.52) (4.91) (3.83) (3.22)

Net asset value, end of $ 60.02 $ 56.81 $ 46.63 $ 42.15 $ 38.02
period

TOTAL RETURN A, B 25.03% 31.57% 23.00% 21.94% 36.28%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (in $ 46,912 $ 38,639 $ 30,739 $ 23,829 $ 14,858
millions)

Ratio of expenses to average .65% .65% .70% .83% .98%
net assets

Ratio of expenses to average .62% D .61% D .67% D .79% D .96% D
net assets after expense
reductions

Ratio of net investment .48% .70% .91% 1.28% .44%
income to average net assets

Portfolio turnover rate 177% 197% 144% 159% 223%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.
B TOTAL RETURNS DO NOT INCLUDE THE ONE TIME SALES CHARGE.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE FUND'S EXPENSES.

NOTES TO FINANCIAL STATEMENTS
For the period ended December 31, 1999

1. SIGNIFICANT ACCOUNTING POLICIES.

Fidelity Contrafund (the fund) is registered under the Investment
Company Act of 1940, as amended, as an open-end management investment
company organized as a Massachusetts business trust and is authorized
to issue an unlimited number of shares. Effective the close of
business on April 3, 1998, the fund was closed to new accounts. The
financial statements have been prepared in conformity with generally
accepted accounting principles which require 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. Foreign securities are valued based
on quotations from the principal market in which such securities are
normally traded. If trading or events occurring in other markets after
the close of the principal market in which foreign securities are
traded, and before the close of the business of the fund, are expected
to materially affect the value of those securities, then they are
valued at their fair value taking this trading or these events into
account. Fair value is determined in good faith under consistently
applied procedures under the general supervision of the Board of
Trustees. 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. Short-term
securities with remaining maturities of sixty days or less for which
quotations are not readily available 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 foreign
currency contracts, disposition of foreign currencies, the difference
between the amount of net investment income accrued and the U.S.
dollar amount actually received, and gains and losses between trade
and settlement date on purchases and sales of securities. 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

1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

INCOME TAXES - CONTINUED

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. Non-cash dividends included in
dividend income, if any, are recorded at the fair market value of the
securities received. Interest income is accrued as earned. Investment
income is recorded net of foreign taxes withheld where recovery of
such taxes is uncertain.

DEFERRED TRUSTEE COMPENSATION. Under a Deferred Compensation Plan (the
Plan) non-interested Trustees must defer receipt of a portion of, and
may elect to defer receipt of an additional portion of, their annual
compensation. Deferred amounts are treated as though equivalent dollar
amounts had been invested in shares of the fund or are invested in a
cross-section of other Fidelity funds. Deferred amounts remain in the
fund until distributed in accordance with the Plan.

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, foreign currency transactions,
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.
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 which will
reverse in a subsequent period. Any taxable income or gain remaining
at fiscal year end is distributed in the following year.

SECURITY TRANSACTIONS. Security transactions are accounted for as of
trade date. Gains and losses on securities sold are determined on the
basis of identified cost.

2. OPERATING POLICIES.

FOREIGN CURRENCY CONTRACTS. The fund generally uses foreign currency
contracts to facilitate transactions in foreign-denominated
securities. 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 foreign currency contracts is
determined using contractual currency exchange rates established at
the time of each trade.

2. OPERATING POLICIES - CONTINUED

JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), 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 agreements for 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.

CENTRAL CASH FUNDS. Pursuant to an Exemptive Order issued by the SEC,
the fund may invest in the Taxable Central Cash Fund and the Central
Cash Collateral Fund(the Cash Funds) managed by Fidelity Investments
Money Management, Inc., an affiliate of FMR. The Cash Funds are
open-end money market funds available only to investment companies and
other accounts managed by FMR and its affiliates. The Cash Funds seek
preservation of capital, liquidity, and current income. Income
distributions from the Cash Funds are declared daily and paid monthly
from net interest income. Income distributions earned by the fund are
recorded as either interest income or security lending income in the
accompanying financial statements.

RESTRICTED SECURITIES. The fund is permitted to invest in securities
that are subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be difficult.
At the end of the period, restricted securities (excluding 144A
issues) amounted to $0 or 0% of net assets.

3. PURCHASES AND SALES OF INVESTMENTS.

Purchases and sales of securities, other than short-term securities,
aggregated $68,469,908,000 and $68,476,782,000, respectively, of which
U.S. government and government agency obligations aggregated
$1,061,432,000 and $749,077,000, 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

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED

MANAGEMENT FEE - CONTINUED

assets of all the mutual funds advised by FMR. The rates ranged from
.2167% to .5200% for the period. The annual individual fund fee rate
is .30%. 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 basic fee is subject to a performance adjustment (up to a maximum
of (plus/minus).20% of the fund's average net assets over the
performance period) based on the fund's investment performance as
compared to the appropriate index over a specified period of time. For
the period, the management fee was equivalent to an annual rate of
.45% 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 $4,186,000 on sales of shares of the fund of which
$4,162,000 was retained.

TRANSFER AGENT FEES. Fidelity Service Company, Inc. (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 annual rate of .19% 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 $5,399,000 for the
period.

5. SECURITY LENDING.

The fund lends portfolio securities from time to time in order to earn
additional income. The fund receives collateral in the form of U.S.
Treasury obligations, letters of credit, and/or cash against the
loaned securities, and maintains collateral in an amount not less than
100% of the market value of the loaned securities during the period of
the loan. The market value of the loaned securities is determined at
the close of business of the fund and any additional required
collateral is delivered to the fund on the next business day. If the
borrower defaults on its obligation to return the securities loaned
because of insolvency or other reasons, the fund could experience
delays and costs in recovering the securities loaned or in gaining
access to the

5. SECURITY LENDING - CONTINUED

collateral. At period end, the value of the securities loaned amounted
to $261,264,000. The fund received cash collateral of $253,192,000
which was invested in cash equivalents.

6. BANK BORROWINGS.

The fund is permitted to have bank borrowings for temporary or
emergency purposes to fund shareholder redemptions. The fund has
established borrowing arrangements with certain banks. The interest
rate on the borrowings is the bank's base rate, as revised from time
to time. The average daily loan balance during the period for which
loans were outstanding amounted to $7,374,000. The weighted average
interest rate was 5.11%.Interest expense includes $5,000 paid under
the bank borrowing program.

7. EXPENSE REDUCTIONS.

FMR has directed certain portfolio trades to brokers who paid a
portion of the fund's expenses. For the period, the fund's expenses
were reduced by $13,188,000 under this arrangement.

In addition, through arrangements with the fund's custodian and
transfer agent, credits realized as a result of uninvested cash
balances were used to reduce a portion of the fund's expenses. During
the period, the fund's custodian and transfer agent fees were reduced
by $13,000 and $1,561,000, respectively, under these arrangements.

8. TRANSACTIONS WITH AFFILIATED COMPANIES.

An affiliated company is a company in which the fund has ownership of
at least 5% of the voting securities. Transactions during the period
with companies which are or were affiliates are as follows:

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
SUMMARY OF TRANSACTIONS WITH
AFFILIATED COMPANIES

AMOUNTS IN THOUSANDS PURCHASE SALES DIVIDEND VALUE
AFFILIATE COST COST INCOME
Action Performance Companies, Inc. $ 22,754 $ 31,804 $ - $ -
Allen Telecom, Inc. 9,779 - - 28,475
The Bombay Company, Inc. 6,047 240 - 12,824
C.H. Robinson Worldwide, Inc. 4,697 - 178 88,328
Ceridian Corp. 58,164 65,652 - -
Charming Shoppes, Inc. - - - 70,361
Clarify, Inc.. 11,358 12,987 - -
Dover Downs Entertainment, Inc. 1,271 1,007 89 11,811
Earthgrains Co. 35,191 5,513 572 56,678
Fleming Companies, Inc. 3,542 962 87 23,172
Good Guys, Inc. 2,784 - - 11,984
Harman International Industries, Inc. 18,958 - - 69,533
InterTAN, Inc. 793 1,007 - -
Lamar Advertising Co. Class A 21,519 876 - -
Linens'n Things, Inc. 32,094 6,989 - 81,830
Midas, Inc. 21,621 8,983 95 31,211
Mutual Risk Management Ltd. 8,253 6,897 299 38,336
Outdoor Systems, Inc. 4,302 3,919 - -
Polycom, Inc. 39,080 44,947 - -
Premier Parks, Inc. 8,464 27,810 - 140,598
PulsePoint Communications. 281 298 - -
Quicksilver, Inc.. 13,879 14,478 - -
Rayovac Corp. 14,995 14,888 - 48,311
SPX Corp. 2,098 2,869 - 251,888
SBS Broadcasting SA 10,983 - - 66,108
Sunglass Hut International, Inc. 20,020 4,975 - 42,804
Swift Transportation Co., Inc. 33,800 - - 92,232
Telespectrum Worldwide, Inc. 3,100 4,309 - -
Teligent, Inc. Class A 14,039 - - 44,367
Unisys Corp. 46,682 12,919 - 519,660
Vans, Inc. - 1,378 - -
Vitesse Semiconductor Corp. 90,448 99,755 - -
Waters Corp. 115,659 64,331 - 247,287
TOTALS $ 676,655 $ 439,793 $ 1,320 $ 1,977,798

</TABLE>

REPORT OF INDEPENDENT ACCOUNTANTS

To the Trustees of and Shareholders of Fidelity Contrafund:

In our opinion, the accompanying statement of assets and liabilities,
including the schedule of investments, and the related statements of
operations and of changes in net assets and the financial highlights
present fairly, in all material respects, the financial position of
Fidelity Contrafund at December 31, 1999, and the results of its
operations, the changes in its net assets and the financial highlights
for the periods indicated, in conformity with accounting principles
generally accepted in the United States. These financial statements
and financial highlights (hereafter referred to as "financial
statements") are the responsibility of the Fidelity Contrafund's
management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of
these financial statements in accordance with auditing standards
generally accepted in the United States, which require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe
that our audits, which included confirmation of securities at December
31, 1999 by correspondence with the custodian and brokers, provide a
reasonable basis for the opinion expressed above.

/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Boston, Massachusetts
February 7, 2000

DISTRIBUTIONS

The Board of Trustees of Fidelity Contrafund voted to pay on February
7, 2000, to shareholders of record at the opening of business on
February 4, 2000, a distribution of $1.47 per share derived from
capital gains realized from sales of portfolio securities.

The fund hereby designates 100% of the long-term capital gain
dividends distributed during the fiscal year as 20%-rate capital gain
dividends.

MANAGING YOUR INVESTMENTS

Fidelity offers several ways to conveniently manage your personal
investments via your telephone or PC. You can access your account
information, conduct trades and research your investments 24 hours a
day.

BY PHONE

Fidelity Automated Service Telephone provides a single toll-free
number to access account balances, positions, quotes and trading. It's
easy to navigate the service, and on your first call, the system will
help you create a personal identification number (PIN) for security.
(PHONE_GRAPHIC)FIDELITY AUTOMATED
SERVICE TELEPHONE (FASTSM)

1-800-544-5555

PRESS

1 For mutual fund and brokerage trading.

2 For quotes.*

3 For account balances and holdings.

4 To review orders and mutual
fund activity.

5 To change your PIN.

*0 To speak to a Fidelity representative.

BY PC

Fidelity's Web site on the Internet provides a wide range of
information, including daily financial news, fund performance,
interactive planning tools and news about Fidelity products and
services.

(COMPUTER_GRAPHIC)FIDELITY'S WEB SITE
WWW.FIDELITY.COM

If you are not currently on the Internet, call EarthLink Sprint at
1-800-288-2967, and be sure to ask for registration number SMD004 to
receive a special Fidelity package that includes 30 days of free
Internet access. EarthLink is North America's #1 independent Internet
access provider.

(COMPUTER_GRAPHIC)
FIDELITY ON-LINE XPRESS+(registered trademark)

Fidelity On-line Xpress+ software for Windows combines comprehensive
portfolio management capabilities, securities trading and access to
research and analysis tools . . . all on your desktop. Call Fidelity
at 1-800-544-0240 or visit our Web site for more information on how to
manage your investments via your PC.

* 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
2300 Litton Lane - KH1A
Hebron, KY 41048

SELLING SHARES

Fidelity Investments
P.O. Box 660602
Dallas, TX 75266-0602

OVERNIGHT EXPRESS
Fidelity Investments
Attn: Redemptions - CP6I
400 East Colinas Blvd.
Irving, TX 75039-5587

GENERAL CORRESPONDENCE

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

(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 Colinas Blvd.
Irving, TX 75039-5587

GENERAL CORRESPONDENCE

Fidelity Investments
P.O. Box 500
Merrimack, NH 03054-0500

TO VISIT FIDELITY

For directions and hours,
please call 1-800-544-9797.

ARIZONA

7373 N. Scottsdale Road
Scottsdale, AZ

CALIFORNIA

815 East Birch Street
Brea, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

10100 Santa Monica Blvd.
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

48 West Putnam Avenue
Greenwich, CT

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

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

2401 PGA Boulevard
Palm Beach Gardens, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

GEORGIA

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

ILLINOIS

One North Franklin Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

INDIANA

4729 East 82nd Street
Indianapolis, IN

MAINE

3 Canal Plaza
Portland, ME

MARYLAND

7401 Wisconsin Avenue
Bethesda, MD

1 West Pennsylvania Ave.
Towson, MD

MASSACHUSETTS

470 Boylston Street
Boston, MA

155 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

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

NEW YORK

1055 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

NORTH CAROLINA

4611 Sharon Road
Charlotte, NC

OHIO

600 Vine Street
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

OREGON

16850 SW 72 Avenue
Tigard, OR

PENNSYLVANIA

1735 Market Street
Philadelphia, PA

439 Fifth Avenue
Pittsburgh, PA

TENNESSEE

6150 Poplar Road
Memphis, TN

TEXAS

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

1155 Dairy Ashford Street
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

UTAH

215 South State Street
Salt Lake City, UT

VIRGINIA

8180 Greensboro Drive
McLean, VA

WASHINGTON

411 108th Avenue, N.E.
Bellevue, WA

511 Pine Street
Seattle, WA

WASHINGTON, DC

1900 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
Robert C. Pozen, Senior Vice President
Abigail P. Johnson, Vice President
Will Danoff, Vice President
Eric D. Roiter, Secretary
Richard A. Silver, Treasurer
Matthew N. Karstetter, Deputy Treasurer
John H. Costello, Assistant Treasurer

BOARD OF TRUSTEES
Ralph F. Cox *
Phyllis Burke Davis *
Robert M. Gates *
Edward C. Johnson 3d
E. Bradley Jones *
Donald J. Kirk *
Peter S. Lynch
Marvin L. Mann *
William O. McCoy *
Gerald C. McDonough *
Robert C. Pozen
Thomas R. Williams *

ADVISORY BOARD
J. Gary Burkhead
Ned C. Lautenbach

GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA

TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Service Company, Inc.
Boston, MA

* INDEPENDENT TRUSTEES

CON-ANN-0200 88596
1.540009.102

CUSTODIAN
Brown Brothers Harriman & Co.
Boston, MA

FIDELITY'S GROWTH FUNDS
Aggressive Growth Fund
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Contrafund(registered trademark)
Contrafund(registered trademark) II
Disciplined Equity Fund
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Growth Company Fund
Large Cap Stock Fund
Low-Priced Stock Fund
Magellan(registered trademark) Fund
Mid-Cap Stock Fund
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OTC Portfolio
Retirement Growth Fund
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Small Cap Stock Fund
Stock Selector
Tax Managed Stock Fund
TechnoQuant (registered trademark) Growth Fund
Trend Fund
Value Fund

THE FIDELITY TELEPHONE CONNECTION
MUTUAL FUND 24-HOUR SERVICE
Exchanges/Redemptions
and Account Assistance 1-800-544-6666
Product Information 1-800-544-6666
Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)
TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)
Fidelity Automated Service
Telephone (FASTSM) 1-800-544-5555

AUTOMATED LINE FOR QUICKEST SERVICE

(2_FIDELITY_LOGOS)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com