Fidelity Contrafund · N-30D · For 6/30/96

Filed On 8/9/96   ·   SEC File 811-01400   ·   Accession Number 24238-96-7

Annual or Semi-Annual Report Mailed to Shareholders   ·   Rule 30d-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-30D       Annual or Semi-Annual Report Mailed to                46±   216K 
                          Shareholders                                           

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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                                             

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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     


STATEMENT OF OPERATIONS                                                         

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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                                                                        


STATEMENT OF CHANGES IN NET ASSETS                                              

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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    


FINANCIAL HIGHLIGHTS                                                            
SIX MONTHS      YEARS ENDED DECEMBER 31,                            
ENDED                                                               
JUNE 30, 1996                                                       

(UNAUDITED)   1995   1994   1993 F   1992 D   1991                  

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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   
                                                                    %        %      


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                                                            
Stock Selector                                                                  
Trend Fund                                                                      
Value Fund                                                                      
THE FIDELITY TELEPHONE CONNECTION                                               
MUTUAL FUND 24-HOUR SERVICE                                                     
Account Balances  1-800-544-7544                                                
Exchanges/Redemptions  1-800-544-7777                                           
Mutual Fund Quotes   1-800-544-8544                                             
Account Assistance 1-800-544-6666                                               
Product Information 1-800-544-8888                                              
Retirement Accounts 1-800-544-4774                                              
(8 a.m. - 9 p.m.)                                                             
TDD Service 1-800-544-0118                                                      
for the deaf and hearing impaired                                             
(9 a.m. - 9 p.m. Eastern time)                                                
(registered trademark)                                                          
* INDEPENDENT TRUSTEES                                                          
AUTOMATED LINES FOR QUICKEST SERVICE                                          

Dates Referenced Herein   and   Documents Incorporated By Reference

This N-30D Filing		Date		Other Filings
		1/1/92
		1/1/93
		9/1/95
		12/31/95		N-30D, 24F-2NT, 13F-E, NSAR-B
For The Period Ended		6/30/96		NSAR-A, 13F-E
		7/31/96
Filed On / Filed As Of		8/9/96
		9/23/96
		1/31/97
		3/24/97
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