Contra proxy statements mailed on November 17
Q&A summarizes major proposals submitted to shareholders
On November 17, Fidelity mailed proxy statements covering a variety of
proposals for Contrafund (#022).  Since Contra is held in over 2
million accounts across Fidelity, we can expect an increase in
proxy-related calls before the January 14, 1998 shareholder meeting.
The attached Q&A was included in proxy packages that were sent to
shareholders.  The Q&A summarizes the major proposals for which
shareholders are being asked to vote.  A more detailed description of
each proposal may be found in the shareholder's proxy statement.
Each phone site has a proxy specialist who is in contact with the
product management team.  Please refer any questions to the following
individuals:
(solid bullet) Cincinnati   Vic Hugo
(solid bullet) Dallas   John F. Harrison
(solid bullet) Merrimack   Wayne Berna
(solid bullet) Salt Lake City  Craig Barlow
For information on the proxy process in general, please refer to the
Q&A in the September 9, 1997 NewsLine.
CLICK FOR Q&A
IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSALS
Please read the full text of the enclosed proxy statement.  Below is a
brief overview of all of the proposals found in the proxy statement
that are to be voted on at the Special Meeting of Shareholders.  If
you have any questions regarding the proposals, please call us at
1-800-544-8888.  We appreciate you placing your trust in Fidelity and
look forward to helping you achieve your financial goals.
THE PROXY SAYS THAT THE BOARD OF TRUSTEES HAS APPROVED THESE CHANGES. 
WHAT ROLE DOES THE BOARD PLAY?  (PROPOSAL 1)
The Trustees oversee the investment policies of the fund.  Members of
the Board are fiduciaries and have an obligation to serve the best
interests of shareholders, including approving policy changes such as
those proposed for your fund.  In addition, the Trustees review fund
performance, oversee fund activities, and review contractual
arrangements with companies that provide services to the fund.
WHAT IS THE ROLE OF THE INDEPENDENT ACCOUNTANTS? (PROPOSAL 2)
The independent accountants examine annual financial statements for
the fund and provide other audit and tax-related services.  They also
sign or certify any financial statements of the fund that are required
by law to be independently certified and filed with the Securities and
Exchange Commission.
WHAT IS THE CHANGE IN VOTING RIGHTS BEING PROPOSED? (PROPOSAL 3)
The proposed change would provide a more equitable distribution of
voting rights than the one-share, one-vote system currently in effect. 
The voting power of each shareholder would be measured by the value of
the shareholder's total dollar investment rather than by the number of
shares owned. 
Since Contrafund is the only fund in the trust, this proposal does not
currently affect your voting rights.  However, it would affect your
voting rights if additional funds with a fluctuating net asset value
per share (NAV) were added to the trust in the future.  Under the
current system, if there were fluctuating NAV funds in the trust,
there would be disproportionate voting rights since the NAV of each
fund will generally diverge over time.  By basing voting rights on
total dollar investment, the proposed change would give investors in
new funds more equitable voting rights.
WHAT IS THE PROPOSED CHANGE IN NOTIFICATION OF AN APPOINTMENT OF A
TRUSTEE? (PROPOSAL 4)
The Declaration of Trust currently requires that notification of a
Trustee appointment be mailed to shareholders within three months.  To
reduce the cost to the fund, the proposed change is to notify
shareholders of Trustee appointments in the next financial report for
the fund. 
WHAT ARE THE BENEFITS OF PERMITTING FUNDS TO INVEST THEIR ASSETS IN
ANOTHER OPEN-END INVESTMENT COMPANY WITH SUBSTANTIALLY THE SAME
INVESTMENT OBJECTIVE AND POLICIES?  (PROPOSALS 5 AND 6)
Fidelity Management & Research Company (FMR) and the Board of Trustees
continually review methods of structuring mutual funds to take maximum
advantage of potential efficiencies.  A number of mutual fund
companies have developed "master-feeder" fund structures under which
several "feeder" funds invest all of their assets in a single pooled
investment, or "master" fund.  The purpose of the master feeder fund
structure is to achieve operational efficiencies by consolidating
portfolio management while maintaining different distribution and
servicing structures. An example would be funds with the same
investment objective but different minimum investments due to the
servicing of individual shareholders versus institutional clients.
These proposals would enable the fund to invest all of its assets in
another open-end investment company, managed by FMR or an affiliate,
with substantially the same investment objective and policies.  In
order to implement the master-feeder structure, both the Declaration
of Trust and the fund's policies must permit the structure.  Proposal
5 would amend the Declaration of Trust to permit the structure and
Proposal 6 would amend the policy at the fund level.
The master-feeder fund structure could generate operational
efficiencies and the opportunity to reduce costs.  However, no such
plans are being contemplated for the fund at this time and the
Trustees would only allow it in the future if they determined that it
would be in the best interests of the fund and its shareholders.
WHAT IS BEING AMENDED IN THE FUND'S MANAGEMENT CONTRACT?  (PROPOSAL 7)
The proposed amendments modify the fund's management contract with
FMR.  One modification would reduce the Group Fee portion of the
management fee paid by the fund when FMR's assets under management
exceed certain levels.  The result of this modification would be a
Group Fee Rate that is the same as, or lower than, the fee payable
under the present management contract.
Another proposed amendment would modify the Performance Adjustment
calculation that is used to calculate the fund's investment
performance and that of its comparative Index.  Specifically, the
calculation will be rounded to the nearest 0.01% rather than the
nearest 1.00%.  The rounding will occur prior to calculating the
difference in investment performance.  The combined effect of the
modifications to the Group Fee and rounding calculations may represent
a future increase or decrease from the management fee under the
Present Contract.
WHAT IS THE BENEFIT OF APPROVING NEW SUB-ADVISORY AGREEMENTS WITH FMR
U.K. AND FMR FAR EAST?  (PROPOSALS 8 AND 9)
FMR Far East, with its principal office in Tokyo, Japan and FMR U.K.,
with its principal office in London, England, are wholly-owned
subsidiaries of FMR.  Both FMR U.K. and FMR Far East provide FMR with
investment advice and research on foreign securities specific
primarily to their regions.  This research complements other research
produced by FMR's U.S.-based research analysts and portfolio managers. 
The proposed agreements would allow FMR Far East and FMR U.K. to
continue to provide FMR with investment advice and research services. 
They would also permit FMR to grant FMR Far East and FMR U.K.
investment management authority if FMR believes it would be beneficial
to the fund and its shareholders. 
The sub-advisory agreements on behalf of the fund would provide FMR
with increased flexibility to access more specialized investment
expertise in foreign markets.  The proposed agreements would not
increase fees paid to FMR by the fund.
WHAT ARE THE PROPOSED CHANGES TO INVESTMENT OBJECTIVE AND POLICIES? 
(PROPOSAL 10)
This proposal would modify the fund's fundamental investment objective
and policies.  The proposed modifications are intended to describe the
fund's investment approach more clearly.  In addition, the proposal
would modify some of the fund's investment policies.
The proposed fundamental investment objective would read, "The fund
seeks capital appreciation by investing in securities of companies
whose value FMR believes is not fully recognized by the public." 
Under the proposal, this investment objective would be fundamental and
could only be changed with shareholder approval.
The proposal would not change the fund's contrarian investment style
or its goal of seeking capital appreciation.  The proposal would,
however, reflect changes in the fund's mix of investment strategies
over time. The proposed investment strategy places importance on
companies that are not necessarily performing poorly, but whose
potential is not fully recognized by the market.
The proposal would also make some of the fund's investment policies
non-fundamental (i.e., changeable without shareholder approval, but
subject to supervision of the Board of Trustees).  Making selected
policies non-fundamental would increase the fund's flexibility to deal
with changes in the marketplace.  For more detailed information on the
proposed modifications to the investment objective and policies,
please refer to Proposal 10 in the Proxy Statement.
WHAT IS THE BENEFIT OF AMENDING THE FUNDAMENTAL INVESTMENT LIMITATION
CONCERNING DIVERSIFICATION?  (PROPOSAL 11)
Proposal 11 would permit the fund to invest without limit in the
securities of other investment companies.  As a result of an order of
exemption granted by the SEC, the fund may currently invest up to 25%
of its total assets in non-publicly offered money market and
short-term bond funds (the Central Funds), managed by FMR or an
affiliate of FMR.
If the proposal is approved, the fund may increase its investment in
the Central Funds.  FMR believes that the Central Funds will benefit
the fund through enhanced efficiency of cash management and increased
short-term investment opportunities.
WHAT IS MEANT BY RATIFICATION OF "THE FUND'S FUNDAMENTAL INVESTMENT
LIMITATIONS"?  (PROPOSALS 12 - 13)
The primary purpose of these proposals is to approve fundamental
investment limitations currently being followed by the fund in an
effort to standardize these limitations for all funds managed by FMR.
Fidelity believes that increased standardization will help promote
operational efficiencies and facilitate monitoring of investment
compliance.  RATIFICATION OF THE PROPOSALS IS NOT EXPECTED TO AFFECT
THE WAY THE FUND IS MANAGED, THE INVESTMENT PERFORMANCE OF THE FUND,
OR THE SECURITIES OR INSTRUMENTS IN WHICH THE FUND INVESTS.
HOW MANY VOTES AM I ENTITLED TO CAST?
As a shareholder, you are entitled to one vote for each share you own
of the fund on the record date.  The record date is November 17, 1997.
WHAT IF THERE ARE NOT ENOUGH VOTES TO REACH A QUORUM BY THE SCHEDULED
SHAREHOLDER MEETING DATE?
If enough people do not vote, we will need to take further action.  We
or outside solicitors may contact you by mail, telephone, facsimile,
or by personal interview to encourage you to vote.  All of this is
costly to the fund and is ultimately passed on to shareholders. 
Therefore, we encourage shareholders to vote as soon as they review
the enclosed proxy materials to avoid additional mailings, telephone
calls or other solicitations.
HOW DO I VOTE MY SHARES?
You can vote your shares by completing and signing the enclosed proxy
card, and mailing it in the enclosed postage paid envelope.  If you
need assistance, or have any questions regarding the proposals, please
call us at 1-800-544-8888.
HOW DO I SIGN THE PROXY CARD?
INDIVIDUAL ACCOUNTS: Shareholders should sign exactly as their names
appear on the account registration shown on the card.  
JOINT ACCOUNTS: Either owner may sign, but the name of the person
signing should conform exactly to a name shown in the registration.  
ALL OTHER ACCOUNTS: The person signing must indicate his or her
capacity.  For example, a trustee for a trust or other entity should
sign, "Ann B. Collins, Trustee."