-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kl/2JJD7TzH6Nzw8Q1pmlj6CP5z0L2qdsxEl+keqDHjw2nvERCpMbdHFslOGP1Pm a5/fHOskyIG25XCkiFKMfw== 0000024238-05-000007.txt : 20050829 0000024238-05-000007.hdr.sgml : 20050829 20050829113117 ACCESSION NUMBER: 0000024238-05-000007 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20050829 DATE AS OF CHANGE: 20050829 EFFECTIVENESS DATE: 20050829 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIDELITY CONTRAFUND CENTRAL INDEX KEY: 0000024238 IRS NUMBER: 046056833 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-01400 FILM NUMBER: 051053876 BUSINESS ADDRESS: STREET 1: FIDELITY INVESTMENTS COMPANY STREET 2: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: (617)439-1220 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET STREET 2: MAIL ZONE Z1C CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: FIDELITY CONTRAFUND INC DATE OF NAME CHANGE: 19850618 FORMER COMPANY: FORMER CONFORMED NAME: CONTRAFUND INC DATE OF NAME CHANGE: 19810203 N-CSRS 1 main.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-1400

Fidelity Contrafund
(Exact name of registrant as specified in charter)

82 Devonshire St., Boston, Massachusetts 02109
(Address of principal executive offices) (Zip code)

Eric D. Roiter, Secretary

82 Devonshire St.

Boston, Massachusetts 02109
(Name and address of agent for service)

Registrant's telephone number, including area code: 617-563-7000

Date of fiscal year end:	December 31

Date of reporting period:	June 30, 2005

Item 1. Reports to Stockholders

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

New Insights

Fund - Class A, Class T, Class B
and Class C

Semiannual Report

June 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Proxy Voting Results	<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-877-208-0098 to request a free copy of the proxy voting guidelines.

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

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

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

This report 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.

A fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's web site at http://www.sec.gov. A fund's Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. Information regarding the operation of the SEC's Public Reference Room may be obtained by calling 1-800-SEC-0330. For a complete list of a fund's portfolio holdings, view the most recent quarterly holdings report, semiannual report, or annual report on Fidelity's web site at http://www.advisor.fidelity.com.

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

During the past year or so, much has been reported about the mutual fund industry, and much of it has been more critical than I believe is warranted. Allegations that some companies have been less than forthright with their shareholders have cast a shadow on the entire industry. I continue to find these reports disturbing, and assert that they do not create an accurate picture of the industry overall. Therefore, I would like to remind everyone where Fidelity stands on these issues. I will say two things specifically regarding allegations that some mutual fund companies were in violation of the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities.

First, Fidelity has no agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not a new policy. This is not to say that someone could not deceive the company through fraudulent acts. However, we are extremely diligent in preventing fraud from occurring in this manner - and in every other. But I underscore again that Fidelity has no so-called "agreements" that sanction illegal practices.

Second, Fidelity continues to stand on record, as we have for years, in opposition to predatory short-term trading that adversely affects shareholders in a mutual fund. Back in the 1980s, we initiated a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. Further, we took the lead several years ago in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. I am confident we will find other ways to make it more difficult for predatory traders to operate. However, this will only be achieved through close cooperation among regulators, legislators and the industry.

Yes, there have been unfortunate instances of unethical and illegal activity within the mutual fund industry from time to time. That is true of any industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. But we are still concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems. Every system can be improved, and we support and applaud well thought out improvements by regulators, legislators and industry representatives that achieve the common goal of building and protecting the value of investors' holdings.

For nearly 60 years, Fidelity has worked very hard to improve its products and service to justify your trust. When our family founded this company in 1946, we had only a few hundred customers. Today, we serve more than 18 million customers including individual investors and participants in retirement plans across America.

Let me close by saying that we do not take your trust in us for granted, and we realize that we must always work to improve all aspects of our service to you. In turn, we urge you to continue your active participation with your financial matters, so that your interests can be well served.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments or redemption proceeds, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2005 to June 30, 2005).

Actual Expenses

The first line of the table below for each class of the Fund provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line for a class of the Fund under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table below for each class of the Fund provides information about hypothetical account values and hypothetical expenses based on a Class' actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Class' actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Semiannual Report

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning Account Value January 1, 2005	Ending Account Value June 30, 2005	Expenses Paid During Period* January 1, 2005 to June 30, 2005
Class A
Actual	$ 1,000.00	$ 1,042.90	$ 6.03
Hypothetical ^A	$ 1,000.00	$ 1,018.89	$ 5.96
Class T
Actual	$ 1,000.00	$ 1,041.50	$ 7.14
Hypothetical ^A	$ 1,000.00	$ 1,017.80	$ 7.05
Class B
Actual	$ 1,000.00	$ 1,039.00	$ 10.11
Hypothetical ^A	$ 1,000.00	$ 1,014.88	$ 9.99
Class C
Actual	$ 1,000.00	$ 1,039.00	$ 9.71
Hypothetical ^A	$ 1,000.00	$ 1,015.27	$ 9.59
Institutional Class
Actual	$ 1,000.00	$ 1,044.80	$ 4.31
Hypothetical ^A	$ 1,000.00	$ 1,020.58	$ 4.26

^A 5% return per year before expenses

* Expenses are equal to each Class' annualized expense ratio (shown in the table below); multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

	Annualized Expense Ratio
Class A	1.19%
Class T	1.41%
Class B	2.00%
Class C	1.92%
Institutional Class	.85%

Semiannual Report

Investment Changes

Top Ten Stocks as of June 30, 2005
	% of fund's net assets	% of fund's net assets 6 months ago
Genentech, Inc.	3.3	2.9
Google, Inc. Class A (sub. vtg.)	3.0	1.9
EnCana Corp.	2.4	1.3
Marvell Technology Group Ltd.	2.3	3.7
America Movil SA de CV Series L sponsored ADR	1.8	2.7
Yahoo!, Inc.	1.6	2.6
Exxon Mobil Corp.	1.6	0.7
Aetna, Inc.	1.6	1.5
Berkshire Hathaway, Inc. Class A	1.5	1.4
Roche Holding AG (participation certificate)	1.5	1.7
	20.6
Top Five Market Sectors as of June 30, 2005
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	16.6	23.6
Health Care	15.1	11.6
Energy	13.6	8.9
Financials	11.7	8.3
Consumer Discretionary	10.4	12.8

Asset Allocation (% of fund's net assets)
As of June 30, 2005 *			As of December 31, 2004 **
	Stocks 88.3%			Stocks 92.2%
	Bonds 1.3%			Bonds 1.0%
	Convertible Securities 0.1%			Convertible Securities 0.1%
	Short-Term Investments and Net Other Assets 10.3%			Short-Term Investments and Net Other Assets 6.7%
* Foreign investments		22.9%	** Foreign investments		27.6%

Semiannual Report

Investments June 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 88.3%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 10.4%
Auto Components - 0.2%
Bridgestone Corp. (d)	52,000		$ 1,001
Midas, Inc. (a)	100,000		2,300
			3,301
Automobiles - 0.2%
Honda Motor Co. Ltd.	9,100		448
Toyota Motor Corp.	95,100		3,399
			3,847
Distributors - 0.0%
Li & Fung Ltd.	550,000		1,143
Diversified Consumer Services - 0.4%
Educate, Inc.	22,800		323
Education Management Corp. (a)	48,300		1,629
Laureate Education, Inc. (a)	88,900		4,255
Regis Corp.	17,800		696
Weight Watchers International, Inc. (a)	22,500		1,161
			8,064
Hotels, Restaurants & Leisure - 4.1%
Ambassadors Group, Inc.	13,019		484
Aristocrat Leisure Ltd.	351,700		3,107
Boyd Gaming Corp.	76,700		3,922
Choice Hotels International, Inc.	2,600		171
Domino's Pizza, Inc.	90,100		2,006
Four Seasons Hotels, Inc. (ltd. vtg.) (d)	28,000		1,849
Gaming VC Holdings SA	16,689		168
Hilton Group PLC	150,470		772
Kerzner International Ltd. (a)	14,000		797
Las Vegas Sands Corp. (d)	83,200		2,974
Life Time Fitness, Inc.	13,500		443
MGM MIRAGE (a)	106,100		4,199
P.F. Chang's China Bistro, Inc. (a)	62,100		3,663
Panera Bread Co. Class A (a)	100,964		6,268
Papa John's International, Inc. (a)	149,759		5,986
Penn National Gaming, Inc. (a)	37,000		1,351
Red Robin Gourmet Burgers, Inc. (a)	75,253		4,664
Shuffle Master, Inc. (a)(d)	83,900		2,352
Starbucks Corp. (a)	132,900		6,866
Station Casinos, Inc.	324,000		21,514
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
Wendy's International, Inc.	5,400		$ 257
Wynn Resorts Ltd. (a)(d)	139,000		6,571
			80,384
Household Durables - 1.0%
D.R. Horton, Inc.	5,200		196
Fortune Brands, Inc.	43,700		3,881
Fourlis Holdings SA (a)	500,000		4,175
Hovnanian Enterprises, Inc. Class A (a)	17,100		1,115
Jarden Corp. (a)	9,600		518
KB Home	38,800		2,958
Tempur-Pedic International, Inc. (a)	214,400		4,755
Toll Brothers, Inc. (a)	19,900		2,021
			19,619
Internet & Catalog Retail - 0.1%
Blue Nile, Inc.	21,500		703
IAC/InterActiveCorp (a)	43,300		1,041
			1,744
Media - 1.0%
Citadel Broadcasting Corp. (a)	500		6
Getty Images, Inc. (a)	34,900		2,592
Harte-Hanks, Inc.	20,900		621
McGraw-Hill Companies, Inc.	36,800		1,628
NTL, Inc. (a)	22,200		1,519
Pixar (a)	87,588		4,384
Rogers Communications, Inc. Class B (non-vtg.)	55,900		1,834
SBS Broadcasting SA (a)	30,500		1,437
Sirius Satellite Radio, Inc. (a)(d)	639,100		4,141
XM Satellite Radio Holdings, Inc. Class A (a)	50,500		1,700
			19,862
Multiline Retail - 0.6%
Dollar General Corp.	25,700		523
Marks & Spencer Group PLC	63,000		407
Nordstrom, Inc.	23,500		1,597
Sears Holdings Corp. (a)	16,800		2,518
Target Corp.	129,400		7,041
			12,086
Specialty Retail - 2.0%
AC Moore Arts & Crafts, Inc. (a)	28,700		907
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
American Eagle Outfitters, Inc.	18,500		$ 567
Bakers Footwear Group, Inc. (a)	105,600		1,156
bebe Stores, Inc.	131,775		3,488
Bed Bath & Beyond, Inc. (a)	72,100		3,012
Best Buy Co., Inc.	30,400		2,084
Build-A-Bear Workshop, Inc. (d)	13,500		317
Chico's FAS, Inc. (a)	248,600		8,522
DSW, Inc. Class A	2,200		55
Guitar Center, Inc. (a)	3,000		175
Hennes & Mauritz AB (H&M) (B Shares)	58,100		2,047
Inditex SA	9,700		250
Office Depot, Inc. (a)	40,400		923
Signet Group PLC	86,648		169
Staples, Inc.	210,100		4,479
The Children's Place Retail Stores, Inc. (a)	29,800		1,391
TJX Companies, Inc.	73,600		1,792
Urban Outfitters, Inc. (a)	127,200		7,211
Wet Seal, Inc. Class A (a)(d)	300,000		2,036
Zumiez, Inc.	800		23
			40,604
Textiles, Apparel & Luxury Goods - 0.8%
Carter's, Inc. (a)	3,300		193
Coach, Inc. (a)	319,700		10,732
Hartmarx Corp. (a)	299,500		3,016
Phillips-Van Heusen Corp.	10,500		343
Polo Ralph Lauren Corp. Class A	18,600		802
Volcom, Inc.	1,700		46
			15,132
TOTAL CONSUMER DISCRETIONARY			205,786
CONSUMER STAPLES - 4.9%
Beverages - 1.2%
Corby Distilleries Ltd. Class A	20,000		1,159
Diageo PLC sponsored ADR	40,300		2,390
Hansen Natural Corp. (a)(d)	156,100		13,225
Jones Soda Co. (a)	310,890		1,865
PepsiCo, Inc.	93,700		5,053
			23,692
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - 1.4%
Tesco PLC	191,885		$ 1,096
United Natural Foods, Inc. (a)	38,200		1,160
Wal-Mart de Mexico SA de CV Series V	174,739		710
Walgreen Co.	363,400		16,713
Whole Foods Market, Inc.	67,785		8,019
			27,698
Food Products - 1.0%
Hershey Co.	68,200		4,235
Kellogg Co.	37,100		1,649
Lindt & Spruengli AG	93		1,425
Nestle SA (Reg.)	9,090		2,326
TreeHouse Foods, Inc. (a)	132,100		3,766
Wm. Wrigley Jr. Co.	76,200		5,246
			18,647
Household Products - 0.6%
Procter & Gamble Co.	219,300		11,568
Personal Products - 0.7%
Avon Products, Inc.	227,200		8,600
Gillette Co.	115,200		5,833
Herbalife Ltd.	9,100		197
			14,630
TOTAL CONSUMER STAPLES			96,235
ENERGY - 13.6%
Energy Equipment & Services - 0.7%
Halliburton Co.	75,900		3,630
Schlumberger Ltd. (NY Shares)	145,200		11,026
Smith International, Inc.	3,592		229
Tenaris SA sponsored ADR	1,300		102
			14,987
Oil, Gas & Consumable Fuels - 12.9%
Apache Corp.	48,000		3,101
Arch Coal, Inc.	25,000		1,362
BG Group PLC sponsored ADR	23,000		957
Bill Barrett Corp.	43,100		1,275
Blackrock Ventures, Inc. (a)	379,500		3,054
BP PLC sponsored ADR	246,200		15,358
Burlington Resources, Inc.	166,900		9,220
Common Stocks - continued
	Shares		Value (Note 1) (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Cairn Energy PLC (a)	25,300		$ 611
China Petroleum & Chemical Corp. sponsored ADR	22,000		858
CONSOL Energy, Inc.	121,900		6,531
Devon Energy Corp.	121,500		6,158
EnCana Corp.	1,206,200		47,581
Encore Acquisition Co. (a)	70,892		2,907
Energy Partners Ltd. (a)	7,400		194
ENI Spa sponsored ADR	12,300		1,577
EOG Resources, Inc.	252,100		14,319
Exxon Mobil Corp.	536,800		30,850
Forest Oil Corp. (a)	10,400		437
Imperial Oil Ltd.	28,100		2,340
Kick Energy Corp. (a)	846,900		6,117
McMoRan Exploration Co. (a)(d)	25,400		496
Murphy Oil Corp.	365,000		19,064
Newfield Exploration Co. (a)	60,000		2,393
Noble Energy, Inc.	43,858		3,318
Peabody Energy Corp.	70,100		3,648
PetroChina Co. Ltd. sponsored ADR (d)	96,800		7,110
Plains Exploration & Production Co. (a)	19,900		707
Premcor, Inc.	134,500		9,977
Quicksilver Resources, Inc. (a)	140,000		8,950
Range Resources Corp.	39,000		1,049
Sasol Ltd.	56,900		1,547
Talisman Energy, Inc.	91,100		3,413
Total SA sponsored ADR	84,900		9,921
Ultra Petroleum Corp. (a)	84,000		2,550
Valero Energy Corp.	226,800		17,942
XTO Energy, Inc.	203,700		6,924
			253,816
TOTAL ENERGY			268,803
FINANCIALS - 11.7%
Capital Markets - 1.5%
Charles Schwab Corp.	522,700		5,896
Goldman Sachs Group, Inc.	70,500		7,192
Greenhill & Co., Inc.	4,900		198
Janus Capital Group, Inc.	69,600		1,047
Lazard Ltd. Class A	19,400		451
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Capital Markets - continued
Legg Mason, Inc.	42,200		$ 4,393
Lehman Brothers Holdings, Inc.	97,600		9,690
Morgan Stanley	7,400		388
			29,255
Commercial Banks - 1.2%
Allied Irish Banks PLC	100,900		2,167
Bank of the Ozarks, Inc.	39,100		1,284
Center Financial Corp., California	50,000		1,242
HDFC Bank Ltd.	41,500		607
HSBC Holdings PLC sponsored ADR	14,302		1,139
M&T Bank Corp.	104,600		11,000
Marshall & Ilsley Corp.	28,700		1,276
Wells Fargo & Co.	69,200		4,261
Westcorp	8,500		446
			23,422
Consumer Finance - 1.0%
American Express Co.	209,800		11,168
SLM Corp.	147,100		7,473
			18,641
Diversified Financial Services - 0.5%
Archipelago Holdings, Inc.	24,600		957
Brascan Corp. Class A (ltd. vtg.)	15,350		586
Chicago Mercantile Exchange Holdings, Inc. Class A	6,900		2,039
Moody's Corp.	146,600		6,591
			10,173
Insurance - 5.8%
ACE Ltd.	17,800		798
AFLAC, Inc.	43,900		1,900
Allstate Corp.	395,700		23,643
American International Group, Inc.	129,400		7,518
Assurant, Inc.	123,700		4,466
Berkshire Hathaway, Inc. Class A (a)	342		28,557
Everest Re Group Ltd.	59,400		5,524
Fidelity National Financial, Inc.	16,700		596
Genworth Financial, Inc. Class A (non-vtg.)	58,600		1,771
Markel Corp. (a)	2,000		678
Mercury General Corp.	17,600		960
MetLife, Inc.	289,400		13,006
MetLife, Inc. unit	80,000		2,098
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Insurance - continued
Montpelier Re Holdings Ltd.	9,700		$ 335
PartnerRe Ltd.	20,800		1,340
Platinum Underwriters Holdings Ltd.	41,300		1,314
ProAssurance Corp. (a)	5,000		209
Progressive Corp.	42,000		4,150
Prudential Financial, Inc.	87,100		5,719
RenaissanceRe Holdings Ltd.	47,100		2,319
The Chubb Corp.	56,500		4,837
W.R. Berkley Corp.	51,574		1,840
White Mountains Insurance Group Ltd.	1,305		823
			114,401
Real Estate - 1.0%
CB Richard Ellis Group, Inc. Class A	88,600		3,886
CBL & Associates Properties, Inc.	33,000		1,421
Crescent Real Estate Equities Co.	27,200		510
Equity Office Properties Trust	72,800		2,410
Equity Residential (SBI)	18,600		685
General Growth Properties, Inc.	63,300		2,601
Global Signal, Inc.	69,900		2,632
KKR Financial Corp.	6,200		155
Vornado Realty Trust	62,200		5,001
			19,301
Thrifts & Mortgage Finance - 0.7%
Golden West Financial Corp., Delaware	214,200		13,790
Hudson City Bancorp, Inc.	75,000		856
			14,646
TOTAL FINANCIALS			229,839
HEALTH CARE - 15.1%
Biotechnology - 4.2%
Affymetrix, Inc. (a)	39,200		2,114
Amgen, Inc. (a)	34,300		2,074
Celgene Corp. (a)	41,200		1,680
Genentech, Inc. (a)	809,000		64,937
Gilead Sciences, Inc. (a)	155,100		6,823
GTx, Inc. (a)(d)	25,000		249
Idenix Pharmaceuticals, Inc. (d)	39,200		850
Invitrogen Corp. (a)	6,400		533
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Biotechnology - continued
MannKind Corp. (d)	58,100		$ 584
Protein Design Labs, Inc. (a)	100		2
Seattle Genetics, Inc. (a)	25,800		138
Techne Corp. (a)	24,100		1,106
ViaCell, Inc.	87,800		935
			82,025
Health Care Equipment & Supplies - 4.1%
Alcon, Inc.	88,200		9,645
American Medical Systems Holdings, Inc. (a)	7,400		153
Aspect Medical Systems, Inc. (a)	7,300		217
Bausch & Lomb, Inc.	7,200		598
C.R. Bard, Inc.	53,000		3,525
DENTSPLY International, Inc.	157,400		8,500
DJ Orthopedics, Inc. (a)	111,400		3,056
Fisher Scientific International, Inc. (a)	31,604		2,051
Foxhollow Technologies, Inc. (d)	27,400		1,049
Gen-Probe, Inc. (a)	69,100		2,503
Immucor, Inc. (a)	4,900		142
IntraLase Corp.	41,800		820
Intuitive Surgical, Inc. (a)	101,700		4,743
IRIS International, Inc. (a)	477,500		8,500
Kinetic Concepts, Inc. (a)	43,800		2,628
Kyphon, Inc. (a)	15,000		522
Laserscope, Inc. (a)	14,700		609
Medtronic, Inc.	239,600		12,409
Mentor Corp.	35,800		1,485
Neurometrix, Inc.	5,400		108
Nobel Biocare Holding AG (Switzerland)	17,856		3,622
NuVasive, Inc.	58,900		979
St. Jude Medical, Inc. (a)	122,000		5,320
Syneron Medical Ltd.	25,200		922
Synthes, Inc.	47,565		5,222
Ventana Medical Systems, Inc. (a)	42,500		1,710
			81,038
Health Care Providers & Services - 3.9%
Advisory Board Co. (a)	8,500		414
Aetna, Inc.	366,500		30,354
American Healthways, Inc. (a)	89,300		3,775
Caremark Rx, Inc. (a)	84,500		3,762
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Express Scripts, Inc. (a)	11,200		$ 560
HCA, Inc.	34,100		1,932
Health Net, Inc. (a)	46,700		1,782
Matria Healthcare, Inc. (a)	19,700		635
Merge Technologies, Inc. (a)	17,300		324
Molina Healthcare, Inc. (a)	1,700		75
Patterson Companies, Inc. (a)	166,200		7,492
UnitedHealth Group, Inc.	409,300		21,341
VCA Antech, Inc. (a)	15,200		369
WebMD Corp. (a)	9,200		94
WellPoint, Inc. (a)	53,900		3,754
			76,663
Pharmaceuticals - 2.9%
Abbott Laboratories	30,500		1,495
American Pharmaceutical Partners, Inc. (a)	13,700		565
Barr Pharmaceuticals, Inc. (a)	4,000		195
Cypress Bioscience, Inc. (a)	11,800		156
IVAX Corp. (a)	35,000		753
Johnson & Johnson	130,100		8,457
Kos Pharmaceuticals, Inc. (a)	7,000		459
Novartis AG sponsored ADR	121,600		5,769
Roche Holding AG (participation certificate)	225,506		28,539
Sanofi-Aventis sponsored ADR	68,900		2,824
Schering-Plough Corp.	346,300		6,600
Sepracor, Inc. (a)	7,700		462
Shire Pharmaceuticals Group PLC sponsored ADR	900		30
Teva Pharmaceutical Industries Ltd. sponsored ADR	39,100		1,218
			57,522
TOTAL HEALTH CARE			297,248
INDUSTRIALS - 5.3%
Aerospace & Defense - 0.1%
Rockwell Collins, Inc.	15,900		758
United Technologies Corp.	38,000		1,951
			2,709
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Air Freight & Logistics - 0.3%
C.H. Robinson Worldwide, Inc.	97,600		$ 5,680
EGL, Inc. (a)	9,600		195
			5,875
Airlines - 0.3%
Ryanair Holdings PLC sponsored ADR (a)	141,100		6,327
Southwest Airlines Co.	22,100		308
			6,635
Commercial Services & Supplies - 0.3%
Aramark Corp. Class B	28,200		744
Corporate Executive Board Co.	3,400		266
Equifax, Inc.	27,800		993
PeopleSupport, Inc.	5,200		47
PHH Corp. (a)	6,570		169
Resources Connection, Inc. (a)	98,500		2,288
Robert Half International, Inc.	33,200		829
Services Acquisition Corp. International unit (a)	4,600		37
			5,373
Construction & Engineering - 0.2%
Jacobs Engineering Group, Inc. (a)	52,600		2,959
URS Corp. (a)	19,400		725
			3,684
Electrical Equipment - 1.0%
American Power Conversion Corp.	256,800		6,058
Cooper Industries Ltd. Class A	138,000		8,818
Evergreen Solar, Inc. (a)	9,600		62
Motech Industries, Inc.	145,000		2,055
SolarWorld AG	25,600		2,246
Ultralife Batteries, Inc. (a)	53,100		858
			20,097
Industrial Conglomerates - 0.3%
Carlisle Companies, Inc.	17,600		1,208
General Electric Co.	40,600		1,407
Hutchison Whampoa Ltd.	257,000		2,323
Siemens AG sponsored ADR	10,500		763
			5,701
Machinery - 2.3%
A.S.V., Inc. (a)	26,500		1,074
Bucyrus International, Inc. Class A	15,600		592
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Machinery - continued
Caterpillar, Inc.	48,700		$ 4,642
Cummins, Inc.	31,200		2,328
Danaher Corp.	357,400		18,706
IDEX Corp.	3,700		143
Joy Global, Inc.	72,850		2,447
PACCAR, Inc.	183,350		12,468
Volvo AB sponsored ADR	66,900		2,713
			45,113
Road & Rail - 0.4%
Canadian National Railway Co.	67,800		3,911
Heartland Express, Inc.	4,050		79
Knight Transportation, Inc.	26,620		648
Landstar System, Inc. (a)	78,500		2,364
			7,002
Trading Companies & Distributors - 0.1%
Fastenal Co.	9,600		588
Mitsui & Co. Ltd.	81,000		767
			1,355
TOTAL INDUSTRIALS			103,544
INFORMATION TECHNOLOGY - 16.6%
Communications Equipment - 1.2%
Comverse Technology, Inc. (a)	120,100		2,840
Corning, Inc. (a)	163,900		2,724
ECI Telecom Ltd. (a)	89,600		744
Foxconn International Holdings Ltd.	478,000		357
Harris Corp.	39,600		1,236
Ixia (a)	513,500		9,982
Motorola, Inc.	19,400		354
Nokia Corp. sponsored ADR	272,000		4,526
TomTom Group BV	37,600		825
			23,588
Computers & Peripherals - 3.0%
Apple Computer, Inc. (a)	541,200		19,922
Dell, Inc. (a)	101,100		3,994
EMC Corp. (a)	224,900		3,083
Hewlett-Packard Co.	837,700		19,694
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
Logitech International SA sponsored ADR (a)	4,000		$ 255
Network Appliance, Inc. (a)	393,100		11,113
			58,061
Electronic Equipment & Instruments - 0.6%
Amphenol Corp. Class A	40,400		1,623
Cogent, Inc.	35,500		1,014
FARO Technologies, Inc. (a)	31,800		867
FLIR Systems, Inc. (a)	122,382		3,652
Hon Hai Precision Industries Co. Ltd.	775,049		4,025
Nidec Corp.	3,900		413
Trimble Navigation Ltd. (a)	19,600		764
			12,358
Internet Software & Services - 5.1%
aQuantive, Inc. (a)	20,100		356
Equinix, Inc. (a)	2,700		117
Google, Inc. Class A (sub. vtg.)	200,300		58,918
Marchex, Inc. Class B (a)(d)	53,900		811
Openwave Systems, Inc. (a)	43,400		712
VeriSign, Inc. (a)	36,800		1,058
Websense, Inc. (a)	24,343		1,170
WebSideStory, Inc.	350,000		5,131
Yahoo!, Inc. (a)	925,300		32,062
			100,335
IT Services - 2.0%
Alliance Data Systems Corp. (a)	43,200		1,752
Cognizant Technology Solutions Corp. Class A (a)	141,414		6,665
Fiserv, Inc. (a)	78,000		3,350
Global Payments, Inc.	6,900		468
Infosys Technologies Ltd. sponsored ADR	202,800		15,711
Ness Technologies, Inc.	115,700		1,229
SRA International, Inc. Class A (a)	187,400		6,507
TALX Corp.	135,000		3,903
VeriFone Holdings, Inc.	16,200		263
Wright Express Corp.	15,000		277
			40,125
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Office Electronics - 0.1%
Canon, Inc.	9,300		$ 489
Zebra Technologies Corp. Class A (a)	11,000		482
			971
Semiconductors & Semiconductor Equipment - 3.3%
Broadcom Corp. Class A (a)	64,000		2,273
FormFactor, Inc. (a)	19,700		520
International Rectifier Corp. (a)	7,500		358
Lam Research Corp. (a)	23,600		683
Marvell Technology Group Ltd. (a)	1,186,900		45,150
Microchip Technology, Inc.	14,700		435
O2Micro International Ltd. (a)	3,000		42
Samsung Electronics Co. Ltd.	30,406		14,520
SigmaTel, Inc. (a)	19,100		328
Tessera Technologies, Inc. (a)	30,500		1,019
Volterra Semiconductor Corp.	22,400		334
			65,662
Software - 1.3%
Activision, Inc. (a)	317,966		5,253
Adobe Systems, Inc.	153,806		4,402
Altiris, Inc. (a)	61,900		909
Autodesk, Inc.	68,300		2,347
Blackboard, Inc.	3,200		77
Check Point Software Technologies Ltd. (a)	5,600		111
Cognos, Inc. (a)	59,200		2,022
FileNET Corp. (a)	53,300		1,340
JAMDAT Mobile, Inc.	54,100		1,497
Kronos, Inc. (a)	7,052		285
McAfee, Inc. (a)	22,500		589
MICROS Systems, Inc. (a)	11,500		515
Microsoft Corp.	17,000		422
NAVTEQ Corp.	93,000		3,458
NDS Group PLC sponsored ADR (a)	16,200		540
Quality Systems, Inc. (d)	12,258		581
Salesforce.com, Inc.	13,000		266
SAP AG sponsored ADR	7,900		342
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Take-Two Interactive Software, Inc. (a)	30,000		$ 764
THQ, Inc. (a)	4,100		120
			25,840
TOTAL INFORMATION TECHNOLOGY			326,940
MATERIALS - 6.3%
Chemicals - 1.2%
Bayer AG	38,500		1,281
Crompton Corp.	132,100		1,869
Dow Chemical Co.	54,000		2,405
Great Lakes Chemical Corp.	52,100		1,640
Monsanto Co.	2,900		182
Nalco Holding Co.	72,500		1,423
Potash Corp. of Saskatchewan	19,800		1,890
Praxair, Inc.	240,800		11,221
Rohm & Haas Co.	20,200		936
Westlake Chemical Corp.	19,200		470
			23,317
Construction Materials - 0.4%
Cemex SA de CV sponsored ADR	4,480		190
Eagle Materials, Inc.	21,100		1,954
Florida Rock Industries, Inc.	14,100		1,034
Headwaters, Inc. (a)	5,300		182
Lafarge North America, Inc.	5,800		362
Lafarge SA (Bearer)	10,600		967
Martin Marietta Materials, Inc.	2,000		138
Rinker Group Ltd.	201,181		2,145
			6,972
Containers & Packaging - 0.3%
Owens-Illinois, Inc. (a)	242,900		6,085
Metals & Mining - 4.4%
Aber Diamond Corp.	11,600		355
African Platinum PLC (a)	170,613		68
Alamos Gold, Inc. (a)	1,010,000		3,462
Anglo American PLC ADR	160,900		3,781
Bema Gold Corp. (a)	491,100		1,166
BHP Billiton Ltd. sponsored ADR	462,900		12,637
Carpenter Technology Corp.	40,200		2,082
Common Stocks - continued
	Shares		Value (Note 1) (000s)
MATERIALS - continued
Metals & Mining - continued
Companhia Vale do Rio Doce sponsored ADR	100,400		$ 2,940
Compass Minerals International, Inc.	49,900		1,168
Eldorado Gold Corp. (a)	215,200		571
First Quantum Minerals Ltd.	156,800		2,766
Gabriel Resources Ltd. (a)	157,300		203
Gerdau SA sponsored ADR	91,800		893
Glamis Gold Ltd. (a)	328,400		5,623
Goldcorp, Inc.	600,375		9,551
IPSCO, Inc.	92,800		4,046
Ivanhoe Mines Ltd. (a)	462,800		3,596
Lionore Mining International Ltd. (a)	218,500		1,122
Minefinders Corp. Ltd. (a)	162,300		755
Newmont Mining Corp.	367,500		14,344
Nucor Corp.	64,100		2,924
POSCO sponsored ADR	111,500		4,903
Rio Tinto PLC (Reg.)	141,300		4,307
Shore Gold, Inc. (a)	15,100		60
Teck Cominco Ltd. Class B (sub. vtg.)	84,500		2,851
Xstrata PLC	58,700		1,133
			87,307
TOTAL MATERIALS			123,681
TELECOMMUNICATION SERVICES - 3.6%
Diversified Telecommunication Services - 0.2%
Telewest Global, Inc. (a)	151,415		3,449
Wireless Telecommunication Services - 3.4%
America Movil SA de CV Series L sponsored ADR	591,500		35,259
American Tower Corp. Class A (a)	48,300		1,015
Nextel Partners, Inc. Class A (a)	551,978		13,893
NII Holdings, Inc. (a)	241,300		15,429
SpectraSite, Inc. (a)	15,700		1,169
Vodafone Group PLC sponsored ADR	16,100		392
Western Wireless Corp. Class A (a)	19,500		825
			67,982
TOTAL TELECOMMUNICATION SERVICES			71,431
Common Stocks - continued
	Shares		Value (Note 1) (000s)
UTILITIES - 0.8%
Electric Utilities - 0.2%
Entergy Corp.	19,600		$ 1,481
Exelon Corp.	34,800		1,786
PG&E Corp.	18,300		687
			3,954
Gas Utilities - 0.3%
Questar Corp.	30,300		1,997
Southern Union Co.	183,500		4,505
			6,502
Independent Power Producers & Energy Traders - 0.2%
AES Corp. (a)	97,600		1,599
TXU Corp.	36,600		3,041
			4,640
Multi-Utilities - 0.1%
Public Service Enterprise Group, Inc.	19,200		1,168
TOTAL UTILITIES			16,264
TOTAL COMMON STOCKS (Cost $1,521,792)		1,739,771
Corporate Bonds - 0.1%
	Principal Amount (000s)(g)
Convertible Bonds - 0.1%
HEALTH CARE - 0.0%
Biotechnology - 0.0%
Protein Design Labs, Inc. 2% 2/15/12 (e)	$ 300		320
INDUSTRIALS - 0.1%
Industrial Conglomerates - 0.1%
Tyco International Group SA yankee 3.125% 1/15/23	250		345
UTILITIES - 0.0%
Independent Power Producers & Energy Traders - 0.0%
AES Corp. 4.5% 8/15/05	180		180
TOTAL CONVERTIBLE BONDS			845
Corporate Bonds - continued

		Principal Amount (000s)(g)		Value (Note 1) (000s)
Nonconvertible Bonds - 0.0%
TELECOMMUNICATION SERVICES - 0.0%
Diversified Telecommunication Services - 0.0%
Cable & Wireless International Finance 8.625% 3/25/19	GBP	$ 240		$ 465
TOTAL CORPORATE BONDS (Cost $1,331)			1,310
U.S. Treasury Obligations - 1.3%

U.S. Treasury Bonds 5.375% 2/15/31		10,900		12,862
U.S. Treasury Notes:
4.25% 8/15/13		2,210		2,265
4.25% 11/15/13		2,250		2,305
4.25% 8/15/14		2,600		2,662
4.75% 5/15/14		4,700		4,987
TOTAL U.S. TREASURY OBLIGATIONS (Cost $24,006)			25,081
Floating Rate Loans - 0.0%

CONSUMER DISCRETIONARY - 0.0%
Media - 0.0%
Charter Communications Operating LLC Tranche B, term loan 6.44% 4/7/11 (f)		825		818
TOTAL FLOATING RATE LOANS (Cost $811)			818
Money Market Funds - 14.7%
		Shares
Fidelity Cash Central Fund, 3.21% (b)		244,718,525		244,719
Fidelity Securities Lending Cash Central Fund, 3.23% (b)(c)		44,130,863		44,131
TOTAL MONEY MARKET FUNDS (Cost $288,850)			288,850
Cash Equivalents - 0.1%
		Maturity Amount (000s)		Value (Note 1) (000s)
Investments in repurchase agreements (Collateralized by U.S. Treasury Obligations, in a joint trading account at 2.91%, dated 6/30/05 due 7/1/05) (Cost $2,630)		2,630		$ 2,630
TOTAL INVESTMENT PORTFOLIO - 104.5% (Cost $1,839,420)				2,058,460
NET OTHER ASSETS - (4.5)%				(87,960)
NET ASSETS - 100%			$ 1,970,500

Currency Abbreviations
GBP	-	British pound

Legend

(a) Non-income producing

(b) Affiliated fund that is available only to investment companies and other accounts managed by Fidelity Investments. The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent quarter end is available upon request.

(d) Security or a portion of the security is on loan at period end.

(e) 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 $320,000 or 0.0% of net assets.

(f) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(g) Principal amount is stated in United States dollars unless otherwise noted.

Other Information

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

United States of America	77.1%
Canada	5.8%
Bermuda	3.4%
Switzerland	2.7%
Mexico	1.8%
United Kingdom	1.5%
Korea (South)	1.1%
Others (individually less than 1%)	6.6%
	100.0%

Income Tax Information

At December 31, 2004, the fund had a capital loss carryforward of approximately $3,600,000 all of which will expire on December 31, 2012.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	June 30, 2005 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $43,119 and repurchase agreements of $2,630)(cost $1,839,420) - See accompanying schedule		$ 2,058,460
Cash		47
Foreign currency held at value (cost $71)		71
Receivable for investments sold		2,268
Receivable for fund shares sold		19,554
Dividends receivable		1,245
Interest receivable		942
Prepaid expenses		1
Receivable from investment adviser for expense reductions		6
Other receivables		367
Total assets		2,082,961

Liabilities
Payable for investments purchased	$ 63,885
Payable for fund shares redeemed	1,998
Accrued management fee	892
Distribution fees payable	879
Other affiliated payables	401
Other payables and accrued expenses	275
Collateral on securities loaned, at value	44,131
Total liabilities		112,461

Net Assets		$ 1,970,500
Net Assets consist of:
Paid in capital		$ 1,773,792
Accumulated net investment loss		(1,960)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(20,301)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		218,969
Net Assets		$ 1,970,500

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	June 30, 2005 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($419,900 ÷ 28,772 shares)		$ 14.59

Maximum offering price per share (100/94.25 of $14.59)		$ 15.48
Class T: Net Asset Value and redemption price per share ($686,952 ÷ 47,237 shares)		$ 14.54

Maximum offering price per share (100/96.50 of $14.54)		$ 15.07
Class B: Net Asset Value and offering price per share ($187,640 ÷ 13,038 shares) ^A		$ 14.39

Class C: Net Asset Value and offering price per share ($475,000 ÷ 32,983 shares) ^A		$ 14.40

Institutional Class: Net Asset Value, offering price and redemption price per share ($201,008 ÷ 13,690 shares)		$ 14.68

^ARedemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended June 30, 2005 (Unaudited)

Investment Income
Dividends		$ 5,849
Interest		2,888
Security lending		282
Total income		9,019

Expenses
Management fee	$ 4,106
Transfer agent fees	1,821
Distribution fees	4,034
Accounting and security lending fees	244
Independent trustees' compensation	3
Custodian fees and expenses	131
Registration fees	371
Audit	26
Legal	4
Miscellaneous	4
Total expenses before reductions	10,744
Expense reductions	(325)	10,419
Net investment income (loss)		(1,400)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	(16,164)
Foreign currency transactions	96
Total net realized gain (loss)		(16,068)
Change in net unrealized appreciation (depreciation) on: Investment securities	94,799
Assets and liabilities in foreign currencies	(75)
Total change in net unrealized appreciation (depreciation)		94,724
Net gain (loss)		78,656
Net increase (decrease) in net assets resulting from operations		$ 77,256

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended June 30, 2005 (Unaudited)	Year ended December 31, 2004
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (1,400)	$ (2,694)
Net realized gain (loss)	(16,068)	(4,061)
Change in net unrealized appreciation (depreciation)	94,724	109,094
Net increase (decrease) in net assets resulting from operations	77,256	102,339
Distributions to shareholders from net investment income	-	(206)
Share transactions - net increase (decrease)	863,922	729,179
Total increase (decrease) in net assets	941,178	831,312

Net Assets
Beginning of period	1,029,322	198,010
End of period (including accumulated net investment loss of $1,960 and accumulated net investment loss of $560, respectively)	$ 1,970,500	$ 1,029,322

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class A

	Six months ended June 30, 2005	Years ended December 31,
	(Unaudited)	2004	2003 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 13.99	$ 11.79	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	.01	(.03)	(.04)
Net realized and unrealized gain (loss)	.59	2.24	1.87
Total from investment operations	.60	2.21	1.83
Distributions from net investment income	-	(.01)	(.03)
Distributions from net realized gain	-	-	(.01)
Total distributions	-	(.01)	(.04)
Net asset value, end of period	$ 14.59	$ 13.99	$ 11.79
Total Return ^B, ^C, ^D	4.29%	18.76%	18.23%
Ratios to Average Net Assets ^G
Expenses before expense reductions	1.19% ^A	1.22%	1.39% ^A
Expenses net of voluntary waivers, if any	1.19% ^A	1.22%	1.39% ^A
Expenses net of all reductions	1.15% ^A	1.17%	1.28% ^A
Net investment income (loss)	.10% ^A	(.26)%	(.81)% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 420	$ 230	$ 37
Portfolio turnover rate	78% ^A	87%	77% ^A

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Total returns do not include the effect of the sales charges.

^E Calculated based on average shares outstanding during the period.

^F For the period July 31, 2003 (commencement of operations) to December 31, 2003.

^G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class T

	Six months ended June 30, 2005	Years ended December 31,
	(Unaudited)	2004	2003 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 13.96	$ 11.78	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.01)	(.06)	(.05)
Net realized and unrealized gain (loss)	.59	2.25	1.86
Total from investment operations	.58	2.19	1.81
Distributions from net investment income	-	(.01)	(.02)
Distributions from net realized gain	-	-	(.01)
Total distributions	-	(.01)	(.03)
Net asset value, end of period	$ 14.54	$ 13.96	$ 11.78
Total Return ^B, ^C, ^D	4.15%	18.60%	18.08%
Ratios to Average Net Assets ^G
Expenses before expense reductions	1.41% ^A	1.43%	1.62% ^A
Expenses net of voluntary waivers, if any	1.41% ^A	1.43%	1.62% ^A
Expenses net of all reductions	1.37% ^A	1.39%	1.51% ^A
Net investment income (loss)	(.12)% ^A	(.48)%	(1.04)% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 687	$ 325	$ 62
Portfolio turnover rate	78% ^A	87%	77% ^A

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Total returns do not include the effect of the sales charges.

^E Calculated based on average shares outstanding during the period.

^F For the period July 31, 2003 (commencement of operations) to December 31, 2003.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class B

	Six months ended June 30, 2005	Years ended December 31,
	(Unaudited)	2004	2003 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 13.85	$ 11.76	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.05)	(.13)	(.07)
Net realized and unrealized gain (loss)	.59	2.23	1.85
Total from investment operations	.54	2.10	1.78
Distributions from net investment income	-	(.01)	(.01)
Distributions from net realized gain	-	-	(.01)
Total distributions	-	(.01)	(.02)
Net asset value, end of period	$ 14.39	$ 13.85	$ 11.76
Total Return ^B, ^C, ^D	3.90%	17.87%	17.75%
Ratios to Average Net Assets ^G
Expenses before expense reductions	2.02% ^A	2.02%	2.19% ^A
Expenses net of voluntary waivers, if any	2.00% ^A	2.02%	2.19% ^A
Expenses net of all reductions	1.96% ^A	1.97%	2.08% ^A
Net investment income (loss)	(.71)% ^A	(1.06)%	(1.61)% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 188	$ 109	$ 27
Portfolio turnover rate	78% ^A	87%	77% ^A

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Total returns do not include the effect of the contingent deferred sales charge.

^E Calculated based on average shares outstanding during the period.

^F For the period July 31, 2003 (commencement of operations) to December 31, 2003.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class C

	Six months ended June 30, 2005	Years ended December 31,
	(Unaudited)	2004	2003 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 13.86	$ 11.76	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.04)	(.12)	(.07)
Net realized and unrealized gain (loss)	.58	2.23	1.85
Total from investment operations	.54	2.11	1.78
Distributions from net investment income	-	(.01)	(.01)
Distributions from net realized gain	-	-	(.01)
Total distributions	-	(.01)	(.02)
Net asset value, end of period	$ 14.40	$ 13.86	$ 11.76
Total Return ^B, ^C, ^D	3.90%	17.95%	17.77%
Ratios to Average Net Assets ^G
Expenses before expense reductions	1.92% ^A	1.94%	2.14% ^A
Expenses net of voluntary waivers, if any	1.92% ^A	1.94%	2.14% ^A
Expenses net of all reductions	1.88% ^A	1.89%	2.03% ^A
Net investment income (loss)	(.63)% ^A	(.98)%	(1.55)% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 475	$ 246	$ 49
Portfolio turnover rate	78% ^A	87%	77% ^A

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Total returns do not include the effect of the contingent deferred sales charge.

^E Calculated based on average shares outstanding during the period.

^F For the period July 31, 2003 (commencement of operations) to December 31, 2003.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended June 30, 2005	Years ended December 31,
	(Unaudited)	2004	2003 ^E
Selected Per-Share Data
Net asset value, beginning of period	$ 14.05	$ 11.79	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.03	.01	(.02)
Net realized and unrealized gain (loss)	.60	2.26	1.86
Total from investment operations	.63	2.27	1.84
Distributions from net investment income	-	(.01)	(.04)
Distributions from net realized gain	-	-	(.01)
Total distributions	-	(.01)	(.05)
Net asset value, end of period	$ 14.68	$ 14.05	$ 11.79
Total Return ^B, ^C	4.48%	19.27%	18.31%
Ratios to Average Net Assets ^F
Expenses before expense reductions	.85% ^A	.86%	1.07% ^A
Expenses net of voluntary waivers, if any	.85% ^A	.86%	1.07% ^A
Expenses net of all reductions	.81% ^A	.82%	.96% ^A
Net investment income (loss)	.44% ^A	.10%	(.49)% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 201	$ 120	$ 23
Portfolio turnover rate	78% ^A	87%	77% ^A

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Calculated based on average shares outstanding during the period.

^E For the period July 31, 2003 (commencement of operations) to December 31, 2003.

^F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the class.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2005 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Advisor New Insights Fund (the fund) is a fund of Fidelity Contrafund (the trust) and is authorized to issue an unlimited number of shares. The trust 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.

The fund offers Class A, Class T, Class B, Class C, and Institutional Class shares, each of which has equal rights as to assets and voting privileges. Each class has exclusive voting rights with respect to matters that affect that class. Class B shares will automatically convert to Class A shares after a holding period of seven years from the initial date of purchase. Investment income, realized and unrealized capital gains and losses, the common expenses of the fund, and certain fund-level expense reductions, if any, are allocated on a pro rata basis to each class based on the relative net assets of each class to the total net assets of the fund. Each class differs with respect to transfer agent and distribution and service plan fees incurred. Certain expense reductions also differ by class.

The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities, including restricted securities, for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. Debt securities, including restricted securities, for which quotations are readily available are valued at their most recent bid prices (sales prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and valuation models. If prices are not readily available or do not accurately reflect fair value for a security, or if a security's value has been materially affected by events occurring after the close of the exchange or market on which the security is principally traded, that security may be valued by another method that the Board of Trustees believes accurately reflects fair value. A security's valuation may differ depending on the method used for determining value. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

Semiannual Report

1. Significant Accounting Policies - continued

Foreign Currency. The fund uses foreign currency contracts to facilitate transactions in foreign-denominated securities. Losses from these transactions may arise from changes in the value of the foreign currency or if the counterparties do not perform under the contracts' terms.

Foreign-denominated assets, including investment securities, and liabilities are translated into U.S. dollars at the exchange rate at period end. Purchases and sales of investment securities, income and dividends received and expenses denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The effects of exchange rate fluctuations on investments are included with the net realized and unrealized gain (loss) on investment securities. Other foreign currency transactions resulting in realized and unrealized gain (loss) are disclosed separately.

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each fund in the trust.

Income Tax Information and Distributions to Shareholders. Each year, the fund intends to qualify as a regulated investment company by distributing all of its taxable income and realized gains under Subchapter M of the Internal Revenue Code. As a result, no provision for income taxes is required in the accompanying financial statements. Foreign taxes are provided for based on the fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

Distributions are recorded on the ex-dividend date. Income dividends and capital gain distributions are declared separately for each class. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), net operating losses, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation	$ 249,810
Unrealized depreciation	(32,411)
Net unrealized appreciation (depreciation)	$ 217,399
Cost for federal income tax purposes	$ 1,841,061

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts which are then invested in repurchase agreements. The fund may also invest directly with institutions in repurchase agreements. Repurchase agreements are collateralized by government or non-government securities. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. The fund monitors, on a daily basis, the value of the collateral to ensure it is at least equal to the principal amount of the repurchase agreement (including accrued interest). In the event of a default by the counterparty, realization of the collateral proceeds could be delayed, during which time the value of the collateral may decline.

Restricted Securities. The fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities is included at the end of the fund's Schedule of Investments.

Semiannual Report

2. Operating Policies - continued

Loans and Other Direct Debt Instruments. The fund may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments, including revolving credit facilities, that obligate the fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. The fund may be contractually obligated to receive approval from the agent bank and/or borrower prior to the sale of these investments.

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $1,208,721 and $494,388, respectively.

4. Fees and Other Transactions with Affiliates.

Distribution and Service Plan. In accordance with Rule 12b-1 of the 1940 Act, the fund has adopted separate Distribution and Service Plans for each class of shares. Certain classes pay Fidelity Distributors Corporation (FDC), an affiliate of FMR, separate Distribution and Service Fees, each of which is based on an annual percentage of each class' average net assets. In addition, FDC may pay financial intermediaries for selling shares of the fund and providing shareholder support services. For the period, the Distribution and Service Fee rates and the total amounts paid to and retained by FDC were as follows:

	Distribution Fee	Service Fee	Paid to FDC	Retained by FDC
Class A	0%	.25%	$ 383	$ 2
Class T	.25%	.25%	1,207	80
Class B	.75%	.25%	721	542
Class C	.75%	.25%	1,723	966
			$ 4,034	$ 1,590

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Sales Load. FDC receives a front-end sales charge of up to 5.75% for selling Class A shares, and 3.50% for selling Class T shares, some of which is paid to financial intermediaries for selling shares of the fund. FDC receives the proceeds of contingent deferred sales charges levied on Class A, Class T, Class B, and Class C redemptions. These charges depend on the holding period. The deferred sales charges range from 5% to 1% for Class B, 1% for Class C, and .25% for certain purchases of Class A and Class T shares.

For the period, sales charge amounts retained by FDC were as follows:

	Retained by FDC
Class A	$ 597
Class T	169
Class B*	106
Class C *	36
	$ 908

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the fund. FIIOC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period the total transfer agent fees paid by each class to FIIOC, were as follows:

	Amount	% of Average Net Assets
Class A	$ 414	.27 *
Class T	583	.24 *
Class B	250	.34 *
Class C	434	.25 *
Institutional Class	140	.18 *
	$ 1,821

* Annualized

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Accounting and Security Lending Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Money Market Central Funds seek preservation of capital and current income. The Central Funds do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $2,344 for the period.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $38 for the period.

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The fund has agreed to pay commitment fees on its pro rata portion of the line of credit. During the period, there were no borrowings on this line of credit.

6. Security Lending.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

7. Expense Reductions.

FMR voluntarily agreed to reimburse each class to the extent annual operating expenses exceeded certain levels of average net assets as noted in the table below. Some expenses, for example interest expense, are excluded from this reimbursement.

	Expense Limitations	Reimbursement from adviser
Class B	2.00%	$ 8

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $316 for the period. In addition, through arrangements with the fund's custodian, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody expenses by $1.

8. Other.

The fund's organizational documents provide former and current trustees and officers with a limited indemnification against liabilities arising in connection with the performance of their duties to the fund. In the normal course of business, the fund may also enter into contracts that provide general indemnifications. The fund's maximum exposure under these arrangements is unknown as this would be dependent on future claims that may be made against the fund. The risk of material loss from such claims is considered remote.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2005	Year ended December 31, 2004
From net investment income
Class A	$ -	$ 38
Class T	-	64
Class B	-	28
Class C	-	52
Institutional Class	-	24
Total	$ -	$ 206

Semiannual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2005	Year ended December 31, 2004	Six months ended June 30, 2005	Year ended December 31, 2004
Class A
Shares sold	13,813	14,442	$ 193,959	$ 186,266
Reinvestment of distributions	-	3	-	32
Shares redeemed	(1,511)	(1,138)	(21,164)	(14,313)
Net increase (decrease)	12,302	13,307	$ 172,795	$ 171,985
Class T
Shares sold	25,691	19,345	$ 359,109	$ 246,887
Reinvestment of distributions	-	5	-	59
Shares redeemed	(1,734)	(1,331)	(24,183)	(16,882)
Net increase (decrease)	23,957	18,019	$ 334,926	$ 230,064
Class B
Shares sold	5,859	5,963	$ 81,026	$ 75,522
Reinvestment of distributions	-	2	-	19
Shares redeemed	(661)	(415)	(9,133)	(5,241)
Net increase (decrease)	5,198	5,550	$ 71,893	$ 70,300
Class C
Shares sold	16,591	14,235	$ 229,969	$ 180,974
Reinvestment of distributions	-	3	-	35
Shares redeemed	(1,345)	(640)	(18,461)	(8,022)
Net increase (decrease)	15,246	13,598	$ 211,508	$ 172,987
Institutional Class
Shares sold	5,632	6,867	$ 79,086	$ 87,943
Reinvestment of distributions	-	1	-	11
Shares redeemed	(448)	(322)	(6,286)	(4,111)
Net increase (decrease)	5,184	6,546	$ 72,800	$ 83,843

Semiannual Report

Proxy Voting Results

A special meeting of the fund's shareholders was held on January 19, 2005. The results of votes taken among shareholders on proposals before them are reported below. Each vote reported represents one dollar of net asset value held on the record date for the meeting.

PROPOSAL 1
To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval.*
	# of Votes	% of Votes
Affirmative	16,233,274,660.19	68.528
Against	5,296,799,647.67	22.362
Abstain	882,603,665.94	3.725
Broker Non-Votes	1,275,700,696.03	5.385
TOTAL	23,688,378,669.83	100.000
PROPOSAL 2
To elect a Board of Trustees. *
	# of Votes	% of Votes
Laura B. Cronin
Affirmative	21,964,545,020.52	92.723
Withheld	1,723,833,649.31	7.277
TOTAL	23,688,378,669.83	100.000
Dennis J. Dirks
Affirmative	22,473,495,368.70	94.871
Withheld	1,214,883,301.13	5.129
TOTAL	23,688,378,669.83	100.000
Robert M. Gates
Affirmative	22,429,215,739.51	94.684
Withheld	1,259,162,930.32	5.316
TOTAL	23,688,378,669.83	100.000
George H. Heilmeier
Affirmative	22,427,222,693.12	94.676
Withheld	1,261,155,976.71	5.324
TOTAL	23,688,378,669.83	100.000
Abigail P. Johnson
Affirmative	22,344,921,447.52	94.329
Withheld	1,343,457,222.31	5.671
TOTAL	23,688,378,669.83	100.000
Edward C. Johnson 3d
Affirmative	22,331,899,258.73	94.274
Withheld	1,356,479,411.10	5.726
TOTAL	23,688,378,669.83	100.000
Marie L. Knowles
Affirmative	22,457,370,997.41	94.803
Withheld	1,231,007,672.42	5.197
TOTAL	23,688,378,669.83	100.000
Ned C. Lautenbach
Affirmative	22,461,566,287.67	94.821
Withheld	1,226,812,382.16	5.179
TOTAL	23,688,378,669.83	100.000
Marvin L. Mann
Affirmative	22,418,349,134.25	94.639
Withheld	1,270,029,535.58	5.361
TOTAL	23,688,378,669.83	100.000
William O. McCoy
Affirmative	22,421,999,778.88	94.654
Withheld	1,266,378,890.95	5.346
TOTAL	23,688,378,669.83	100.000
Robert L. Reynolds
Affirmative	22,450,709,253.08	94.775
Withheld	1,237,669,416.75	5.225
TOTAL	23,688,378,669.83	100.000
Cornelia M. Small
Affirmative	22,437,020,012.08	94.717
Withheld	1,251,358,657.75	5.283
TOTAL	23,688,378,669.83	100.000
William S. Stavropoulos
Affirmative	22,435,472,051.80	94.711
Withheld	1,252,906,618.03	5.289
TOTAL	23,688,378,669.83	100.000
Kenneth L. Wolfe
Affirmative	22,441,579,247.31	94.737
Withheld	1,246,799,422.52	5.263
TOTAL	23,688,378,669.83	100.000
* Denotes trust-wide proposals and voting results.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Adviser

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

ANIF-USAN-0805
1.803541.101

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

(Fidelity Investment logo)(registered trademark)
Fidelity® Advisor

New Insights

Fund - Institutional Class

Semiannual Report

June 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Proxy Voting Results	<Click Here>

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NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

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Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2005 to June 30, 2005).

Actual Expenses

Hypothetical Example for Comparison Purposes

Semiannual Report

	Beginning Account Value January 1, 2005	Ending Account Value June 30, 2005	Expenses Paid During Period* January 1, 2005 to June 30, 2005
Class A
Actual	$ 1,000.00	$ 1,042.90	$ 6.03
Hypothetical ^A	$ 1,000.00	$ 1,018.89	$ 5.96
Class T
Actual	$ 1,000.00	$ 1,041.50	$ 7.14
Hypothetical ^A	$ 1,000.00	$ 1,017.80	$ 7.05
Class B
Actual	$ 1,000.00	$ 1,039.00	$ 10.11
Hypothetical ^A	$ 1,000.00	$ 1,014.88	$ 9.99
Class C
Actual	$ 1,000.00	$ 1,039.00	$ 9.71
Hypothetical ^A	$ 1,000.00	$ 1,015.27	$ 9.59
Institutional Class
Actual	$ 1,000.00	$ 1,044.80	$ 4.31
Hypothetical ^A	$ 1,000.00	$ 1,020.58	$ 4.26

^A 5% return per year before expenses

	Annualized Expense Ratio
Class A	1.19%
Class T	1.41%
Class B	2.00%
Class C	1.92%
Institutional Class	.85%

Semiannual Report

Investment Changes

Top Ten Stocks as of June 30, 2005
	% of fund's net assets	% of fund's net assets 6 months ago
Genentech, Inc.	3.3	2.9
Google, Inc. Class A (sub. vtg.)	3.0	1.9
EnCana Corp.	2.4	1.3
Marvell Technology Group Ltd.	2.3	3.7
America Movil SA de CV Series L sponsored ADR	1.8	2.7
Yahoo!, Inc.	1.6	2.6
Exxon Mobil Corp.	1.6	0.7
Aetna, Inc.	1.6	1.5
Berkshire Hathaway, Inc. Class A	1.5	1.4
Roche Holding AG (participation certificate)	1.5	1.7
	20.6
Top Five Market Sectors as of June 30, 2005
	% of fund's net assets	% of fund's net assets 6 months ago
Information Technology	16.6	23.6
Health Care	15.1	11.6
Energy	13.6	8.9
Financials	11.7	8.3
Consumer Discretionary	10.4	12.8

Asset Allocation (% of fund's net assets)
As of June 30, 2005 *			As of December 31, 2004 **
	Stocks 88.3%			Stocks 92.2%
	Bonds 1.3%			Bonds 1.0%
	Convertible Securities 0.1%			Convertible Securities 0.1%
	Short-Term Investments and Net Other Assets 10.3%			Short-Term Investments and Net Other Assets 6.7%
* Foreign investments		22.9%	** Foreign investments		27.6%

Semiannual Report

Investments June 30, 2005 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 88.3%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 10.4%
Auto Components - 0.2%
Bridgestone Corp. (d)	52,000		$ 1,001
Midas, Inc. (a)	100,000		2,300
			3,301
Automobiles - 0.2%
Honda Motor Co. Ltd.	9,100		448
Toyota Motor Corp.	95,100		3,399
			3,847
Distributors - 0.0%
Li & Fung Ltd.	550,000		1,143
Diversified Consumer Services - 0.4%
Educate, Inc.	22,800		323
Education Management Corp. (a)	48,300		1,629
Laureate Education, Inc. (a)	88,900		4,255
Regis Corp.	17,800		696
Weight Watchers International, Inc. (a)	22,500		1,161
			8,064
Hotels, Restaurants & Leisure - 4.1%
Ambassadors Group, Inc.	13,019		484
Aristocrat Leisure Ltd.	351,700		3,107
Boyd Gaming Corp.	76,700		3,922
Choice Hotels International, Inc.	2,600		171
Domino's Pizza, Inc.	90,100		2,006
Four Seasons Hotels, Inc. (ltd. vtg.) (d)	28,000		1,849
Gaming VC Holdings SA	16,689		168
Hilton Group PLC	150,470		772
Kerzner International Ltd. (a)	14,000		797
Las Vegas Sands Corp. (d)	83,200		2,974
Life Time Fitness, Inc.	13,500		443
MGM MIRAGE (a)	106,100		4,199
P.F. Chang's China Bistro, Inc. (a)	62,100		3,663
Panera Bread Co. Class A (a)	100,964		6,268
Papa John's International, Inc. (a)	149,759		5,986
Penn National Gaming, Inc. (a)	37,000		1,351
Red Robin Gourmet Burgers, Inc. (a)	75,253		4,664
Shuffle Master, Inc. (a)(d)	83,900		2,352
Starbucks Corp. (a)	132,900		6,866
Station Casinos, Inc.	324,000		21,514
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
Wendy's International, Inc.	5,400		$ 257
Wynn Resorts Ltd. (a)(d)	139,000		6,571
			80,384
Household Durables - 1.0%
D.R. Horton, Inc.	5,200		196
Fortune Brands, Inc.	43,700		3,881
Fourlis Holdings SA (a)	500,000		4,175
Hovnanian Enterprises, Inc. Class A (a)	17,100		1,115
Jarden Corp. (a)	9,600		518
KB Home	38,800		2,958
Tempur-Pedic International, Inc. (a)	214,400		4,755
Toll Brothers, Inc. (a)	19,900		2,021
			19,619
Internet & Catalog Retail - 0.1%
Blue Nile, Inc.	21,500		703
IAC/InterActiveCorp (a)	43,300		1,041
			1,744
Media - 1.0%
Citadel Broadcasting Corp. (a)	500		6
Getty Images, Inc. (a)	34,900		2,592
Harte-Hanks, Inc.	20,900		621
McGraw-Hill Companies, Inc.	36,800		1,628
NTL, Inc. (a)	22,200		1,519
Pixar (a)	87,588		4,384
Rogers Communications, Inc. Class B (non-vtg.)	55,900		1,834
SBS Broadcasting SA (a)	30,500		1,437
Sirius Satellite Radio, Inc. (a)(d)	639,100		4,141
XM Satellite Radio Holdings, Inc. Class A (a)	50,500		1,700
			19,862
Multiline Retail - 0.6%
Dollar General Corp.	25,700		523
Marks & Spencer Group PLC	63,000		407
Nordstrom, Inc.	23,500		1,597
Sears Holdings Corp. (a)	16,800		2,518
Target Corp.	129,400		7,041
			12,086
Specialty Retail - 2.0%
AC Moore Arts & Crafts, Inc. (a)	28,700		907
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Specialty Retail - continued
American Eagle Outfitters, Inc.	18,500		$ 567
Bakers Footwear Group, Inc. (a)	105,600		1,156
bebe Stores, Inc.	131,775		3,488
Bed Bath & Beyond, Inc. (a)	72,100		3,012
Best Buy Co., Inc.	30,400		2,084
Build-A-Bear Workshop, Inc. (d)	13,500		317
Chico's FAS, Inc. (a)	248,600		8,522
DSW, Inc. Class A	2,200		55
Guitar Center, Inc. (a)	3,000		175
Hennes & Mauritz AB (H&M) (B Shares)	58,100		2,047
Inditex SA	9,700		250
Office Depot, Inc. (a)	40,400		923
Signet Group PLC	86,648		169
Staples, Inc.	210,100		4,479
The Children's Place Retail Stores, Inc. (a)	29,800		1,391
TJX Companies, Inc.	73,600		1,792
Urban Outfitters, Inc. (a)	127,200		7,211
Wet Seal, Inc. Class A (a)(d)	300,000		2,036
Zumiez, Inc.	800		23
			40,604
Textiles, Apparel & Luxury Goods - 0.8%
Carter's, Inc. (a)	3,300		193
Coach, Inc. (a)	319,700		10,732
Hartmarx Corp. (a)	299,500		3,016
Phillips-Van Heusen Corp.	10,500		343
Polo Ralph Lauren Corp. Class A	18,600		802
Volcom, Inc.	1,700		46
			15,132
TOTAL CONSUMER DISCRETIONARY			205,786
CONSUMER STAPLES - 4.9%
Beverages - 1.2%
Corby Distilleries Ltd. Class A	20,000		1,159
Diageo PLC sponsored ADR	40,300		2,390
Hansen Natural Corp. (a)(d)	156,100		13,225
Jones Soda Co. (a)	310,890		1,865
PepsiCo, Inc.	93,700		5,053
			23,692
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER STAPLES - continued
Food & Staples Retailing - 1.4%
Tesco PLC	191,885		$ 1,096
United Natural Foods, Inc. (a)	38,200		1,160
Wal-Mart de Mexico SA de CV Series V	174,739		710
Walgreen Co.	363,400		16,713
Whole Foods Market, Inc.	67,785		8,019
			27,698
Food Products - 1.0%
Hershey Co.	68,200		4,235
Kellogg Co.	37,100		1,649
Lindt & Spruengli AG	93		1,425
Nestle SA (Reg.)	9,090		2,326
TreeHouse Foods, Inc. (a)	132,100		3,766
Wm. Wrigley Jr. Co.	76,200		5,246
			18,647
Household Products - 0.6%
Procter & Gamble Co.	219,300		11,568
Personal Products - 0.7%
Avon Products, Inc.	227,200		8,600
Gillette Co.	115,200		5,833
Herbalife Ltd.	9,100		197
			14,630
TOTAL CONSUMER STAPLES			96,235
ENERGY - 13.6%
Energy Equipment & Services - 0.7%
Halliburton Co.	75,900		3,630
Schlumberger Ltd. (NY Shares)	145,200		11,026
Smith International, Inc.	3,592		229
Tenaris SA sponsored ADR	1,300		102
			14,987
Oil, Gas & Consumable Fuels - 12.9%
Apache Corp.	48,000		3,101
Arch Coal, Inc.	25,000		1,362
BG Group PLC sponsored ADR	23,000		957
Bill Barrett Corp.	43,100		1,275
Blackrock Ventures, Inc. (a)	379,500		3,054
BP PLC sponsored ADR	246,200		15,358
Burlington Resources, Inc.	166,900		9,220
Common Stocks - continued
	Shares		Value (Note 1) (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Cairn Energy PLC (a)	25,300		$ 611
China Petroleum & Chemical Corp. sponsored ADR	22,000		858
CONSOL Energy, Inc.	121,900		6,531
Devon Energy Corp.	121,500		6,158
EnCana Corp.	1,206,200		47,581
Encore Acquisition Co. (a)	70,892		2,907
Energy Partners Ltd. (a)	7,400		194
ENI Spa sponsored ADR	12,300		1,577
EOG Resources, Inc.	252,100		14,319
Exxon Mobil Corp.	536,800		30,850
Forest Oil Corp. (a)	10,400		437
Imperial Oil Ltd.	28,100		2,340
Kick Energy Corp. (a)	846,900		6,117
McMoRan Exploration Co. (a)(d)	25,400		496
Murphy Oil Corp.	365,000		19,064
Newfield Exploration Co. (a)	60,000		2,393
Noble Energy, Inc.	43,858		3,318
Peabody Energy Corp.	70,100		3,648
PetroChina Co. Ltd. sponsored ADR (d)	96,800		7,110
Plains Exploration & Production Co. (a)	19,900		707
Premcor, Inc.	134,500		9,977
Quicksilver Resources, Inc. (a)	140,000		8,950
Range Resources Corp.	39,000		1,049
Sasol Ltd.	56,900		1,547
Talisman Energy, Inc.	91,100		3,413
Total SA sponsored ADR	84,900		9,921
Ultra Petroleum Corp. (a)	84,000		2,550
Valero Energy Corp.	226,800		17,942
XTO Energy, Inc.	203,700		6,924
			253,816
TOTAL ENERGY			268,803
FINANCIALS - 11.7%
Capital Markets - 1.5%
Charles Schwab Corp.	522,700		5,896
Goldman Sachs Group, Inc.	70,500		7,192
Greenhill & Co., Inc.	4,900		198
Janus Capital Group, Inc.	69,600		1,047
Lazard Ltd. Class A	19,400		451
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Capital Markets - continued
Legg Mason, Inc.	42,200		$ 4,393
Lehman Brothers Holdings, Inc.	97,600		9,690
Morgan Stanley	7,400		388
			29,255
Commercial Banks - 1.2%
Allied Irish Banks PLC	100,900		2,167
Bank of the Ozarks, Inc.	39,100		1,284
Center Financial Corp., California	50,000		1,242
HDFC Bank Ltd.	41,500		607
HSBC Holdings PLC sponsored ADR	14,302		1,139
M&T Bank Corp.	104,600		11,000
Marshall & Ilsley Corp.	28,700		1,276
Wells Fargo & Co.	69,200		4,261
Westcorp	8,500		446
			23,422
Consumer Finance - 1.0%
American Express Co.	209,800		11,168
SLM Corp.	147,100		7,473
			18,641
Diversified Financial Services - 0.5%
Archipelago Holdings, Inc.	24,600		957
Brascan Corp. Class A (ltd. vtg.)	15,350		586
Chicago Mercantile Exchange Holdings, Inc. Class A	6,900		2,039
Moody's Corp.	146,600		6,591
			10,173
Insurance - 5.8%
ACE Ltd.	17,800		798
AFLAC, Inc.	43,900		1,900
Allstate Corp.	395,700		23,643
American International Group, Inc.	129,400		7,518
Assurant, Inc.	123,700		4,466
Berkshire Hathaway, Inc. Class A (a)	342		28,557
Everest Re Group Ltd.	59,400		5,524
Fidelity National Financial, Inc.	16,700		596
Genworth Financial, Inc. Class A (non-vtg.)	58,600		1,771
Markel Corp. (a)	2,000		678
Mercury General Corp.	17,600		960
MetLife, Inc.	289,400		13,006
MetLife, Inc. unit	80,000		2,098
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Insurance - continued
Montpelier Re Holdings Ltd.	9,700		$ 335
PartnerRe Ltd.	20,800		1,340
Platinum Underwriters Holdings Ltd.	41,300		1,314
ProAssurance Corp. (a)	5,000		209
Progressive Corp.	42,000		4,150
Prudential Financial, Inc.	87,100		5,719
RenaissanceRe Holdings Ltd.	47,100		2,319
The Chubb Corp.	56,500		4,837
W.R. Berkley Corp.	51,574		1,840
White Mountains Insurance Group Ltd.	1,305		823
			114,401
Real Estate - 1.0%
CB Richard Ellis Group, Inc. Class A	88,600		3,886
CBL & Associates Properties, Inc.	33,000		1,421
Crescent Real Estate Equities Co.	27,200		510
Equity Office Properties Trust	72,800		2,410
Equity Residential (SBI)	18,600		685
General Growth Properties, Inc.	63,300		2,601
Global Signal, Inc.	69,900		2,632
KKR Financial Corp.	6,200		155
Vornado Realty Trust	62,200		5,001
			19,301
Thrifts & Mortgage Finance - 0.7%
Golden West Financial Corp., Delaware	214,200		13,790
Hudson City Bancorp, Inc.	75,000		856
			14,646
TOTAL FINANCIALS			229,839
HEALTH CARE - 15.1%
Biotechnology - 4.2%
Affymetrix, Inc. (a)	39,200		2,114
Amgen, Inc. (a)	34,300		2,074
Celgene Corp. (a)	41,200		1,680
Genentech, Inc. (a)	809,000		64,937
Gilead Sciences, Inc. (a)	155,100		6,823
GTx, Inc. (a)(d)	25,000		249
Idenix Pharmaceuticals, Inc. (d)	39,200		850
Invitrogen Corp. (a)	6,400		533
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Biotechnology - continued
MannKind Corp. (d)	58,100		$ 584
Protein Design Labs, Inc. (a)	100		2
Seattle Genetics, Inc. (a)	25,800		138
Techne Corp. (a)	24,100		1,106
ViaCell, Inc.	87,800		935
			82,025
Health Care Equipment & Supplies - 4.1%
Alcon, Inc.	88,200		9,645
American Medical Systems Holdings, Inc. (a)	7,400		153
Aspect Medical Systems, Inc. (a)	7,300		217
Bausch & Lomb, Inc.	7,200		598
C.R. Bard, Inc.	53,000		3,525
DENTSPLY International, Inc.	157,400		8,500
DJ Orthopedics, Inc. (a)	111,400		3,056
Fisher Scientific International, Inc. (a)	31,604		2,051
Foxhollow Technologies, Inc. (d)	27,400		1,049
Gen-Probe, Inc. (a)	69,100		2,503
Immucor, Inc. (a)	4,900		142
IntraLase Corp.	41,800		820
Intuitive Surgical, Inc. (a)	101,700		4,743
IRIS International, Inc. (a)	477,500		8,500
Kinetic Concepts, Inc. (a)	43,800		2,628
Kyphon, Inc. (a)	15,000		522
Laserscope, Inc. (a)	14,700		609
Medtronic, Inc.	239,600		12,409
Mentor Corp.	35,800		1,485
Neurometrix, Inc.	5,400		108
Nobel Biocare Holding AG (Switzerland)	17,856		3,622
NuVasive, Inc.	58,900		979
St. Jude Medical, Inc. (a)	122,000		5,320
Syneron Medical Ltd.	25,200		922
Synthes, Inc.	47,565		5,222
Ventana Medical Systems, Inc. (a)	42,500		1,710
			81,038
Health Care Providers & Services - 3.9%
Advisory Board Co. (a)	8,500		414
Aetna, Inc.	366,500		30,354
American Healthways, Inc. (a)	89,300		3,775
Caremark Rx, Inc. (a)	84,500		3,762
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Express Scripts, Inc. (a)	11,200		$ 560
HCA, Inc.	34,100		1,932
Health Net, Inc. (a)	46,700		1,782
Matria Healthcare, Inc. (a)	19,700		635
Merge Technologies, Inc. (a)	17,300		324
Molina Healthcare, Inc. (a)	1,700		75
Patterson Companies, Inc. (a)	166,200		7,492
UnitedHealth Group, Inc.	409,300		21,341
VCA Antech, Inc. (a)	15,200		369
WebMD Corp. (a)	9,200		94
WellPoint, Inc. (a)	53,900		3,754
			76,663
Pharmaceuticals - 2.9%
Abbott Laboratories	30,500		1,495
American Pharmaceutical Partners, Inc. (a)	13,700		565
Barr Pharmaceuticals, Inc. (a)	4,000		195
Cypress Bioscience, Inc. (a)	11,800		156
IVAX Corp. (a)	35,000		753
Johnson & Johnson	130,100		8,457
Kos Pharmaceuticals, Inc. (a)	7,000		459
Novartis AG sponsored ADR	121,600		5,769
Roche Holding AG (participation certificate)	225,506		28,539
Sanofi-Aventis sponsored ADR	68,900		2,824
Schering-Plough Corp.	346,300		6,600
Sepracor, Inc. (a)	7,700		462
Shire Pharmaceuticals Group PLC sponsored ADR	900		30
Teva Pharmaceutical Industries Ltd. sponsored ADR	39,100		1,218
			57,522
TOTAL HEALTH CARE			297,248
INDUSTRIALS - 5.3%
Aerospace & Defense - 0.1%
Rockwell Collins, Inc.	15,900		758
United Technologies Corp.	38,000		1,951
			2,709
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Air Freight & Logistics - 0.3%
C.H. Robinson Worldwide, Inc.	97,600		$ 5,680
EGL, Inc. (a)	9,600		195
			5,875
Airlines - 0.3%
Ryanair Holdings PLC sponsored ADR (a)	141,100		6,327
Southwest Airlines Co.	22,100		308
			6,635
Commercial Services & Supplies - 0.3%
Aramark Corp. Class B	28,200		744
Corporate Executive Board Co.	3,400		266
Equifax, Inc.	27,800		993
PeopleSupport, Inc.	5,200		47
PHH Corp. (a)	6,570		169
Resources Connection, Inc. (a)	98,500		2,288
Robert Half International, Inc.	33,200		829
Services Acquisition Corp. International unit (a)	4,600		37
			5,373
Construction & Engineering - 0.2%
Jacobs Engineering Group, Inc. (a)	52,600		2,959
URS Corp. (a)	19,400		725
			3,684
Electrical Equipment - 1.0%
American Power Conversion Corp.	256,800		6,058
Cooper Industries Ltd. Class A	138,000		8,818
Evergreen Solar, Inc. (a)	9,600		62
Motech Industries, Inc.	145,000		2,055
SolarWorld AG	25,600		2,246
Ultralife Batteries, Inc. (a)	53,100		858
			20,097
Industrial Conglomerates - 0.3%
Carlisle Companies, Inc.	17,600		1,208
General Electric Co.	40,600		1,407
Hutchison Whampoa Ltd.	257,000		2,323
Siemens AG sponsored ADR	10,500		763
			5,701
Machinery - 2.3%
A.S.V., Inc. (a)	26,500		1,074
Bucyrus International, Inc. Class A	15,600		592
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Machinery - continued
Caterpillar, Inc.	48,700		$ 4,642
Cummins, Inc.	31,200		2,328
Danaher Corp.	357,400		18,706
IDEX Corp.	3,700		143
Joy Global, Inc.	72,850		2,447
PACCAR, Inc.	183,350		12,468
Volvo AB sponsored ADR	66,900		2,713
			45,113
Road & Rail - 0.4%
Canadian National Railway Co.	67,800		3,911
Heartland Express, Inc.	4,050		79
Knight Transportation, Inc.	26,620		648
Landstar System, Inc. (a)	78,500		2,364
			7,002
Trading Companies & Distributors - 0.1%
Fastenal Co.	9,600		588
Mitsui & Co. Ltd.	81,000		767
			1,355
TOTAL INDUSTRIALS			103,544
INFORMATION TECHNOLOGY - 16.6%
Communications Equipment - 1.2%
Comverse Technology, Inc. (a)	120,100		2,840
Corning, Inc. (a)	163,900		2,724
ECI Telecom Ltd. (a)	89,600		744
Foxconn International Holdings Ltd.	478,000		357
Harris Corp.	39,600		1,236
Ixia (a)	513,500		9,982
Motorola, Inc.	19,400		354
Nokia Corp. sponsored ADR	272,000		4,526
TomTom Group BV	37,600		825
			23,588
Computers & Peripherals - 3.0%
Apple Computer, Inc. (a)	541,200		19,922
Dell, Inc. (a)	101,100		3,994
EMC Corp. (a)	224,900		3,083
Hewlett-Packard Co.	837,700		19,694
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Computers & Peripherals - continued
Logitech International SA sponsored ADR (a)	4,000		$ 255
Network Appliance, Inc. (a)	393,100		11,113
			58,061
Electronic Equipment & Instruments - 0.6%
Amphenol Corp. Class A	40,400		1,623
Cogent, Inc.	35,500		1,014
FARO Technologies, Inc. (a)	31,800		867
FLIR Systems, Inc. (a)	122,382		3,652
Hon Hai Precision Industries Co. Ltd.	775,049		4,025
Nidec Corp.	3,900		413
Trimble Navigation Ltd. (a)	19,600		764
			12,358
Internet Software & Services - 5.1%
aQuantive, Inc. (a)	20,100		356
Equinix, Inc. (a)	2,700		117
Google, Inc. Class A (sub. vtg.)	200,300		58,918
Marchex, Inc. Class B (a)(d)	53,900		811
Openwave Systems, Inc. (a)	43,400		712
VeriSign, Inc. (a)	36,800		1,058
Websense, Inc. (a)	24,343		1,170
WebSideStory, Inc.	350,000		5,131
Yahoo!, Inc. (a)	925,300		32,062
			100,335
IT Services - 2.0%
Alliance Data Systems Corp. (a)	43,200		1,752
Cognizant Technology Solutions Corp. Class A (a)	141,414		6,665
Fiserv, Inc. (a)	78,000		3,350
Global Payments, Inc.	6,900		468
Infosys Technologies Ltd. sponsored ADR	202,800		15,711
Ness Technologies, Inc.	115,700		1,229
SRA International, Inc. Class A (a)	187,400		6,507
TALX Corp.	135,000		3,903
VeriFone Holdings, Inc.	16,200		263
Wright Express Corp.	15,000		277
			40,125
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Office Electronics - 0.1%
Canon, Inc.	9,300		$ 489
Zebra Technologies Corp. Class A (a)	11,000		482
			971
Semiconductors & Semiconductor Equipment - 3.3%
Broadcom Corp. Class A (a)	64,000		2,273
FormFactor, Inc. (a)	19,700		520
International Rectifier Corp. (a)	7,500		358
Lam Research Corp. (a)	23,600		683
Marvell Technology Group Ltd. (a)	1,186,900		45,150
Microchip Technology, Inc.	14,700		435
O2Micro International Ltd. (a)	3,000		42
Samsung Electronics Co. Ltd.	30,406		14,520
SigmaTel, Inc. (a)	19,100		328
Tessera Technologies, Inc. (a)	30,500		1,019
Volterra Semiconductor Corp.	22,400		334
			65,662
Software - 1.3%
Activision, Inc. (a)	317,966		5,253
Adobe Systems, Inc.	153,806		4,402
Altiris, Inc. (a)	61,900		909
Autodesk, Inc.	68,300		2,347
Blackboard, Inc.	3,200		77
Check Point Software Technologies Ltd. (a)	5,600		111
Cognos, Inc. (a)	59,200		2,022
FileNET Corp. (a)	53,300		1,340
JAMDAT Mobile, Inc.	54,100		1,497
Kronos, Inc. (a)	7,052		285
McAfee, Inc. (a)	22,500		589
MICROS Systems, Inc. (a)	11,500		515
Microsoft Corp.	17,000		422
NAVTEQ Corp.	93,000		3,458
NDS Group PLC sponsored ADR (a)	16,200		540
Quality Systems, Inc. (d)	12,258		581
Salesforce.com, Inc.	13,000		266
SAP AG sponsored ADR	7,900		342
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Take-Two Interactive Software, Inc. (a)	30,000		$ 764
THQ, Inc. (a)	4,100		120
			25,840
TOTAL INFORMATION TECHNOLOGY			326,940
MATERIALS - 6.3%
Chemicals - 1.2%
Bayer AG	38,500		1,281
Crompton Corp.	132,100		1,869
Dow Chemical Co.	54,000		2,405
Great Lakes Chemical Corp.	52,100		1,640
Monsanto Co.	2,900		182
Nalco Holding Co.	72,500		1,423
Potash Corp. of Saskatchewan	19,800		1,890
Praxair, Inc.	240,800		11,221
Rohm & Haas Co.	20,200		936
Westlake Chemical Corp.	19,200		470
			23,317
Construction Materials - 0.4%
Cemex SA de CV sponsored ADR	4,480		190
Eagle Materials, Inc.	21,100		1,954
Florida Rock Industries, Inc.	14,100		1,034
Headwaters, Inc. (a)	5,300		182
Lafarge North America, Inc.	5,800		362
Lafarge SA (Bearer)	10,600		967
Martin Marietta Materials, Inc.	2,000		138
Rinker Group Ltd.	201,181		2,145
			6,972
Containers & Packaging - 0.3%
Owens-Illinois, Inc. (a)	242,900		6,085
Metals & Mining - 4.4%
Aber Diamond Corp.	11,600		355
African Platinum PLC (a)	170,613		68
Alamos Gold, Inc. (a)	1,010,000		3,462
Anglo American PLC ADR	160,900		3,781
Bema Gold Corp. (a)	491,100		1,166
BHP Billiton Ltd. sponsored ADR	462,900		12,637
Carpenter Technology Corp.	40,200		2,082
Common Stocks - continued
	Shares		Value (Note 1) (000s)
MATERIALS - continued
Metals & Mining - continued
Companhia Vale do Rio Doce sponsored ADR	100,400		$ 2,940
Compass Minerals International, Inc.	49,900		1,168
Eldorado Gold Corp. (a)	215,200		571
First Quantum Minerals Ltd.	156,800		2,766
Gabriel Resources Ltd. (a)	157,300		203
Gerdau SA sponsored ADR	91,800		893
Glamis Gold Ltd. (a)	328,400		5,623
Goldcorp, Inc.	600,375		9,551
IPSCO, Inc.	92,800		4,046
Ivanhoe Mines Ltd. (a)	462,800		3,596
Lionore Mining International Ltd. (a)	218,500		1,122
Minefinders Corp. Ltd. (a)	162,300		755
Newmont Mining Corp.	367,500		14,344
Nucor Corp.	64,100		2,924
POSCO sponsored ADR	111,500		4,903
Rio Tinto PLC (Reg.)	141,300		4,307
Shore Gold, Inc. (a)	15,100		60
Teck Cominco Ltd. Class B (sub. vtg.)	84,500		2,851
Xstrata PLC	58,700		1,133
			87,307
TOTAL MATERIALS			123,681
TELECOMMUNICATION SERVICES - 3.6%
Diversified Telecommunication Services - 0.2%
Telewest Global, Inc. (a)	151,415		3,449
Wireless Telecommunication Services - 3.4%
America Movil SA de CV Series L sponsored ADR	591,500		35,259
American Tower Corp. Class A (a)	48,300		1,015
Nextel Partners, Inc. Class A (a)	551,978		13,893
NII Holdings, Inc. (a)	241,300		15,429
SpectraSite, Inc. (a)	15,700		1,169
Vodafone Group PLC sponsored ADR	16,100		392
Western Wireless Corp. Class A (a)	19,500		825
			67,982
TOTAL TELECOMMUNICATION SERVICES			71,431
Common Stocks - continued
	Shares		Value (Note 1) (000s)
UTILITIES - 0.8%
Electric Utilities - 0.2%
Entergy Corp.	19,600		$ 1,481
Exelon Corp.	34,800		1,786
PG&E Corp.	18,300		687
			3,954
Gas Utilities - 0.3%
Questar Corp.	30,300		1,997
Southern Union Co.	183,500		4,505
			6,502
Independent Power Producers & Energy Traders - 0.2%
AES Corp. (a)	97,600		1,599
TXU Corp.	36,600		3,041
			4,640
Multi-Utilities - 0.1%
Public Service Enterprise Group, Inc.	19,200		1,168
TOTAL UTILITIES			16,264
TOTAL COMMON STOCKS (Cost $1,521,792)		1,739,771
Corporate Bonds - 0.1%
	Principal Amount (000s)(g)
Convertible Bonds - 0.1%
HEALTH CARE - 0.0%
Biotechnology - 0.0%
Protein Design Labs, Inc. 2% 2/15/12 (e)	$ 300		320
INDUSTRIALS - 0.1%
Industrial Conglomerates - 0.1%
Tyco International Group SA yankee 3.125% 1/15/23	250		345
UTILITIES - 0.0%
Independent Power Producers & Energy Traders - 0.0%
AES Corp. 4.5% 8/15/05	180		180
TOTAL CONVERTIBLE BONDS			845

Corporate Bonds - continued
		Principal Amount (000s)(g)		Value (Note 1) (000s)
Nonconvertible Bonds - 0.0%
TELECOMMUNICATION SERVICES - 0.0%
Diversified Telecommunication Services - 0.0%
Cable & Wireless International Finance 8.625% 3/25/19	GBP	$ 240		$ 465
TOTAL CORPORATE BONDS (Cost $1,331)			1,310
U.S. Treasury Obligations - 1.3%

U.S. Treasury Bonds 5.375% 2/15/31		10,900		12,862
U.S. Treasury Notes:
4.25% 8/15/13		2,210		2,265
4.25% 11/15/13		2,250		2,305
4.25% 8/15/14		2,600		2,662
4.75% 5/15/14		4,700		4,987
TOTAL U.S. TREASURY OBLIGATIONS (Cost $24,006)			25,081
Floating Rate Loans - 0.0%

CONSUMER DISCRETIONARY - 0.0%
Media - 0.0%
Charter Communications Operating LLC Tranche B, term loan 6.44% 4/7/11 (f)		825		818
TOTAL FLOATING RATE LOANS (Cost $811)			818
Money Market Funds - 14.7%
		Shares
Fidelity Cash Central Fund, 3.21% (b)		244,718,525		244,719
Fidelity Securities Lending Cash Central Fund, 3.23% (b)(c)		44,130,863		44,131
TOTAL MONEY MARKET FUNDS (Cost $288,850)			288,850
Cash Equivalents - 0.1%
		Maturity Amount (000s)		Value (Note 1) (000s)
Investments in repurchase agreements (Collateralized by U.S. Treasury Obligations, in a joint trading account at 2.91%, dated 6/30/05 due 7/1/05) (Cost $2,630)		2,630		$ 2,630
TOTAL INVESTMENT PORTFOLIO - 104.5% (Cost $1,839,420)				2,058,460
NET OTHER ASSETS - (4.5)%				(87,960)
NET ASSETS - 100%			$ 1,970,500

Currency Abbreviations
GBP	-	British pound

Legend

(a) Non-income producing

(d) Security or a portion of the security is on loan at period end.

(f) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(g) Principal amount is stated in United States dollars unless otherwise noted.

Other Information

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

United States of America	77.1%
Canada	5.8%
Bermuda	3.4%
Switzerland	2.7%
Mexico	1.8%
United Kingdom	1.5%
Korea (South)	1.1%
Others (individually less than 1%)	6.6%
	100.0%

Income Tax Information

At December 31, 2004, the fund had a capital loss carryforward of approximately $3,600,000 all of which will expire on December 31, 2012.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)	June 30, 2005 (Unaudited)

Assets
Investment in securities, at value (including securities loaned of $43,119 and repurchase agreements of $2,630)(cost $1,839,420) - See accompanying schedule		$ 2,058,460
Cash		47
Foreign currency held at value (cost $71)		71
Receivable for investments sold		2,268
Receivable for fund shares sold		19,554
Dividends receivable		1,245
Interest receivable		942
Prepaid expenses		1
Receivable from investment adviser for expense reductions		6
Other receivables		367
Total assets		2,082,961

Liabilities
Payable for investments purchased	$ 63,885
Payable for fund shares redeemed	1,998
Accrued management fee	892
Distribution fees payable	879
Other affiliated payables	401
Other payables and accrued expenses	275
Collateral on securities loaned, at value	44,131
Total liabilities		112,461

Net Assets		$ 1,970,500
Net Assets consist of:
Paid in capital		$ 1,773,792
Accumulated net investment loss		(1,960)
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(20,301)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		218,969
Net Assets		$ 1,970,500

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)	June 30, 2005 (Unaudited)

Calculation of Maximum Offering Price Class A: Net Asset Value and redemption price per share ($419,900 ÷ 28,772 shares)		$ 14.59

Maximum offering price per share (100/94.25 of $14.59)		$ 15.48
Class T: Net Asset Value and redemption price per share ($686,952 ÷ 47,237 shares)		$ 14.54

Maximum offering price per share (100/96.50 of $14.54)		$ 15.07
Class B: Net Asset Value and offering price per share ($187,640 ÷ 13,038 shares) ^A		$ 14.39

Class C: Net Asset Value and offering price per share ($475,000 ÷ 32,983 shares) ^A		$ 14.40

Institutional Class: Net Asset Value, offering price and redemption price per share ($201,008 ÷ 13,690 shares)		$ 14.68

^ARedemption price per share is equal to net asset value less any applicable contingent deferred sales charge.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Operations

Amounts in thousands	Six months ended June 30, 2005 (Unaudited)

Investment Income
Dividends		$ 5,849
Interest		2,888
Security lending		282
Total income		9,019

Expenses
Management fee	$ 4,106
Transfer agent fees	1,821
Distribution fees	4,034
Accounting and security lending fees	244
Independent trustees' compensation	3
Custodian fees and expenses	131
Registration fees	371
Audit	26
Legal	4
Miscellaneous	4
Total expenses before reductions	10,744
Expense reductions	(325)	10,419
Net investment income (loss)		(1,400)
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities	(16,164)
Foreign currency transactions	96
Total net realized gain (loss)		(16,068)
Change in net unrealized appreciation (depreciation) on: Investment securities	94,799
Assets and liabilities in foreign currencies	(75)
Total change in net unrealized appreciation (depreciation)		94,724
Net gain (loss)		78,656
Net increase (decrease) in net assets resulting from operations		$ 77,256

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands	Six months ended June 30, 2005 (Unaudited)	Year ended December 31, 2004
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ (1,400)	$ (2,694)
Net realized gain (loss)	(16,068)	(4,061)
Change in net unrealized appreciation (depreciation)	94,724	109,094
Net increase (decrease) in net assets resulting from operations	77,256	102,339
Distributions to shareholders from net investment income	-	(206)
Share transactions - net increase (decrease)	863,922	729,179
Total increase (decrease) in net assets	941,178	831,312

Net Assets
Beginning of period	1,029,322	198,010
End of period (including accumulated net investment loss of $1,960 and accumulated net investment loss of $560, respectively)	$ 1,970,500	$ 1,029,322

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class A

	Six months ended June 30, 2005	Years ended December 31,
	(Unaudited)	2004	2003 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 13.99	$ 11.79	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	.01	(.03)	(.04)
Net realized and unrealized gain (loss)	.59	2.24	1.87
Total from investment operations	.60	2.21	1.83
Distributions from net investment income	-	(.01)	(.03)
Distributions from net realized gain	-	-	(.01)
Total distributions	-	(.01)	(.04)
Net asset value, end of period	$ 14.59	$ 13.99	$ 11.79
Total Return ^B, ^C, ^D	4.29%	18.76%	18.23%
Ratios to Average Net Assets ^G
Expenses before expense reductions	1.19% ^A	1.22%	1.39% ^A
Expenses net of voluntary waivers, if any	1.19% ^A	1.22%	1.39% ^A
Expenses net of all reductions	1.15% ^A	1.17%	1.28% ^A
Net investment income (loss)	.10% ^A	(.26)%	(.81)% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 420	$ 230	$ 37
Portfolio turnover rate	78% ^A	87%	77% ^A

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Total returns do not include the effect of the sales charges.

^E Calculated based on average shares outstanding during the period.

^F For the period July 31, 2003 (commencement of operations) to December 31, 2003.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class T

	Six months ended June 30, 2005	Years ended December 31,
	(Unaudited)	2004	2003 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 13.96	$ 11.78	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.01)	(.06)	(.05)
Net realized and unrealized gain (loss)	.59	2.25	1.86
Total from investment operations	.58	2.19	1.81
Distributions from net investment income	-	(.01)	(.02)
Distributions from net realized gain	-	-	(.01)
Total distributions	-	(.01)	(.03)
Net asset value, end of period	$ 14.54	$ 13.96	$ 11.78
Total Return ^B, ^C, ^D	4.15%	18.60%	18.08%
Ratios to Average Net Assets ^G
Expenses before expense reductions	1.41% ^A	1.43%	1.62% ^A
Expenses net of voluntary waivers, if any	1.41% ^A	1.43%	1.62% ^A
Expenses net of all reductions	1.37% ^A	1.39%	1.51% ^A
Net investment income (loss)	(.12)% ^A	(.48)%	(1.04)% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 687	$ 325	$ 62
Portfolio turnover rate	78% ^A	87%	77% ^A

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Total returns do not include the effect of the sales charges.

^E Calculated based on average shares outstanding during the period.

^F For the period July 31, 2003 (commencement of operations) to December 31, 2003.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class B

	Six months ended June 30, 2005	Years ended December 31,
	(Unaudited)	2004	2003 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 13.85	$ 11.76	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.05)	(.13)	(.07)
Net realized and unrealized gain (loss)	.59	2.23	1.85
Total from investment operations	.54	2.10	1.78
Distributions from net investment income	-	(.01)	(.01)
Distributions from net realized gain	-	-	(.01)
Total distributions	-	(.01)	(.02)
Net asset value, end of period	$ 14.39	$ 13.85	$ 11.76
Total Return ^B, ^C, ^D	3.90%	17.87%	17.75%
Ratios to Average Net Assets ^G
Expenses before expense reductions	2.02% ^A	2.02%	2.19% ^A
Expenses net of voluntary waivers, if any	2.00% ^A	2.02%	2.19% ^A
Expenses net of all reductions	1.96% ^A	1.97%	2.08% ^A
Net investment income (loss)	(.71)% ^A	(1.06)%	(1.61)% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 188	$ 109	$ 27
Portfolio turnover rate	78% ^A	87%	77% ^A

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Total returns do not include the effect of the contingent deferred sales charge.

^E Calculated based on average shares outstanding during the period.

^F For the period July 31, 2003 (commencement of operations) to December 31, 2003.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Class C

	Six months ended June 30, 2005	Years ended December 31,
	(Unaudited)	2004	2003 ^F
Selected Per-Share Data
Net asset value, beginning of period	$ 13.86	$ 11.76	$ 10.00
Income from Investment Operations
Net investment income (loss) ^E	(.04)	(.12)	(.07)
Net realized and unrealized gain (loss)	.58	2.23	1.85
Total from investment operations	.54	2.11	1.78
Distributions from net investment income	-	(.01)	(.01)
Distributions from net realized gain	-	-	(.01)
Total distributions	-	(.01)	(.02)
Net asset value, end of period	$ 14.40	$ 13.86	$ 11.76
Total Return ^B, ^C, ^D	3.90%	17.95%	17.77%
Ratios to Average Net Assets ^G
Expenses before expense reductions	1.92% ^A	1.94%	2.14% ^A
Expenses net of voluntary waivers, if any	1.92% ^A	1.94%	2.14% ^A
Expenses net of all reductions	1.88% ^A	1.89%	2.03% ^A
Net investment income (loss)	(.63)% ^A	(.98)%	(1.55)% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 475	$ 246	$ 49
Portfolio turnover rate	78% ^A	87%	77% ^A

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Total returns do not include the effect of the contingent deferred sales charge.

^E Calculated based on average shares outstanding during the period.

^F For the period July 31, 2003 (commencement of operations) to December 31, 2003.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights - Institutional Class

	Six months ended June 30, 2005	Years ended December 31,
	(Unaudited)	2004	2003 ^E
Selected Per-Share Data
Net asset value, beginning of period	$ 14.05	$ 11.79	$ 10.00
Income from Investment Operations
Net investment income (loss) ^D	.03	.01	(.02)
Net realized and unrealized gain (loss)	.60	2.26	1.86
Total from investment operations	.63	2.27	1.84
Distributions from net investment income	-	(.01)	(.04)
Distributions from net realized gain	-	-	(.01)
Total distributions	-	(.01)	(.05)
Net asset value, end of period	$ 14.68	$ 14.05	$ 11.79
Total Return ^B, ^C	4.48%	19.27%	18.31%
Ratios to Average Net Assets ^F
Expenses before expense reductions	.85% ^A	.86%	1.07% ^A
Expenses net of voluntary waivers, if any	.85% ^A	.86%	1.07% ^A
Expenses net of all reductions	.81% ^A	.82%	.96% ^A
Net investment income (loss)	.44% ^A	.10%	(.49)% ^A
Supplemental Data
Net assets, end of period (in millions)	$ 201	$ 120	$ 23
Portfolio turnover rate	78% ^A	87%	77% ^A

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Calculated based on average shares outstanding during the period.

^E For the period July 31, 2003 (commencement of operations) to December 31, 2003.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2005 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Semiannual Report

1. Significant Accounting Policies - continued

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each fund in the trust.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation	$ 249,810
Unrealized depreciation	(32,411)
Net unrealized appreciation (depreciation)	$ 217,399
Cost for federal income tax purposes	$ 1,841,061

2. Operating Policies.

Semiannual Report

2. Operating Policies - continued

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $1,208,721 and $494,388, respectively.

4. Fees and Other Transactions with Affiliates.

	Distribution Fee	Service Fee	Paid to FDC	Retained by FDC
Class A	0%	.25%	$ 383	$ 2
Class T	.25%	.25%	1,207	80
Class B	.75%	.25%	721	542
Class C	.75%	.25%	1,723	966
			$ 4,034	$ 1,590

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

For the period, sales charge amounts retained by FDC were as follows:

	Retained by FDC
Class A	$ 597
Class T	169
Class B*	106
Class C *	36
	$ 908

* When Class B and Class C shares are initially sold, FDC pays commissions from its own resources to financial intermediaries through which the sales are made.

	Amount	% of Average Net Assets
Class A	$ 414	.27 *
Class T	583	.24 *
Class B	250	.34 *
Class C	434	.25 *
Institutional Class	140	.18 *
	$ 1,821

* Annualized

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

5. Committed Line of Credit.

6. Security Lending.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

7. Expense Reductions.

	Expense Limitations	Reimbursement from adviser
Class B	2.00%	$ 8

8. Other.

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

	Six months ended June 30, 2005	Year ended December 31, 2004
From net investment income
Class A	$ -	$ 38
Class T	-	64
Class B	-	28
Class C	-	52
Institutional Class	-	24
Total	$ -	$ 206

Semiannual Report

10. Share Transactions.

Transactions for each class of shares were as follows:

	Shares		Dollars
	Six months ended June 30, 2005	Year ended December 31, 2004	Six months ended June 30, 2005	Year ended December 31, 2004
Class A
Shares sold	13,813	14,442	$ 193,959	$ 186,266
Reinvestment of distributions	-	3	-	32
Shares redeemed	(1,511)	(1,138)	(21,164)	(14,313)
Net increase (decrease)	12,302	13,307	$ 172,795	$ 171,985
Class T
Shares sold	25,691	19,345	$ 359,109	$ 246,887
Reinvestment of distributions	-	5	-	59
Shares redeemed	(1,734)	(1,331)	(24,183)	(16,882)
Net increase (decrease)	23,957	18,019	$ 334,926	$ 230,064
Class B
Shares sold	5,859	5,963	$ 81,026	$ 75,522
Reinvestment of distributions	-	2	-	19
Shares redeemed	(661)	(415)	(9,133)	(5,241)
Net increase (decrease)	5,198	5,550	$ 71,893	$ 70,300
Class C
Shares sold	16,591	14,235	$ 229,969	$ 180,974
Reinvestment of distributions	-	3	-	35
Shares redeemed	(1,345)	(640)	(18,461)	(8,022)
Net increase (decrease)	15,246	13,598	$ 211,508	$ 172,987
Institutional Class
Shares sold	5,632	6,867	$ 79,086	$ 87,943
Reinvestment of distributions	-	1	-	11
Shares redeemed	(448)	(322)	(6,286)	(4,111)
Net increase (decrease)	5,184	6,546	$ 72,800	$ 83,843

Semiannual Report

Proxy Voting Results

PROPOSAL 1
To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval.*
	# of Votes	% of Votes
Affirmative	16,233,274,660.19	68.528
Against	5,296,799,647.67	22.362
Abstain	882,603,665.94	3.725
Broker Non-Votes	1,275,700,696.03	5.385
TOTAL	23,688,378,669.83	100.000
PROPOSAL 2
To elect a Board of Trustees. *
	# of Votes	% of Votes
Laura B. Cronin
Affirmative	21,964,545,020.52	92.723
Withheld	1,723,833,649.31	7.277
TOTAL	23,688,378,669.83	100.000
Dennis J. Dirks
Affirmative	22,473,495,368.70	94.871
Withheld	1,214,883,301.13	5.129
TOTAL	23,688,378,669.83	100.000
Robert M. Gates
Affirmative	22,429,215,739.51	94.684
Withheld	1,259,162,930.32	5.316
TOTAL	23,688,378,669.83	100.000
George H. Heilmeier
Affirmative	22,427,222,693.12	94.676
Withheld	1,261,155,976.71	5.324
TOTAL	23,688,378,669.83	100.000
Abigail P. Johnson
Affirmative	22,344,921,447.52	94.329
Withheld	1,343,457,222.31	5.671
TOTAL	23,688,378,669.83	100.000
Edward C. Johnson 3d
Affirmative	22,331,899,258.73	94.274
Withheld	1,356,479,411.10	5.726
TOTAL	23,688,378,669.83	100.000
Marie L. Knowles
Affirmative	22,457,370,997.41	94.803
Withheld	1,231,007,672.42	5.197
TOTAL	23,688,378,669.83	100.000
Ned C. Lautenbach
Affirmative	22,461,566,287.67	94.821
Withheld	1,226,812,382.16	5.179
TOTAL	23,688,378,669.83	100.000
Marvin L. Mann
Affirmative	22,418,349,134.25	94.639
Withheld	1,270,029,535.58	5.361
TOTAL	23,688,378,669.83	100.000
William O. McCoy
Affirmative	22,421,999,778.88	94.654
Withheld	1,266,378,890.95	5.346
TOTAL	23,688,378,669.83	100.000
Robert L. Reynolds
Affirmative	22,450,709,253.08	94.775
Withheld	1,237,669,416.75	5.225
TOTAL	23,688,378,669.83	100.000
Cornelia M. Small
Affirmative	22,437,020,012.08	94.717
Withheld	1,251,358,657.75	5.283
TOTAL	23,688,378,669.83	100.000
William S. Stavropoulos
Affirmative	22,435,472,051.80	94.711
Withheld	1,252,906,618.03	5.289
TOTAL	23,688,378,669.83	100.000
Kenneth L. Wolfe
Affirmative	22,441,579,247.31	94.737
Withheld	1,246,799,422.52	5.263
TOTAL	23,688,378,669.83	100.000
* Denotes trust-wide proposals and voting results.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Adviser

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

ANIFI-USAN-0805
1.803544.101

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

Fidelity®

Contrafund^®

Semiannual Report

June 30, 2005

(2_fidelity_logos) (Registered_Trademark)

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
Shareholder Expense Example	<Click Here>	An example of shareholder expenses.
Investment Changes	<Click Here>	A summary of major shifts in the fund's investments over the past six months.
Investments	<Click Here>	A complete list of the fund's investments with their market values.
Financial Statements	<Click Here>	Statements of assets and liabilities, operations, and changes in net assets, as well as financial highlights.
Notes	<Click Here>	Notes to the financial statements.
Report of Independent Registered Public Accounting Firm	<Click Here>
Proxy Voting Results	<Click Here>

To view a fund's proxy voting guidelines and proxy voting record for the 12-month period ended June 30, visit www.fidelity.com/proxyvotingresults or visit the Securities and Exchange Commission's (SEC) web site at www.sec.gov. You may also call 1-800-544-8544 to request a free copy of the proxy voting guidelines.

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including management fees and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2005 to June 30, 2005).

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000.00 (for example, an $8,600 account value divided by $1,000.00 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. A small balance maintenance fee of $12.00 that is charged once a year may apply for certain accounts with a value of less than $2,000. This fee is not included in the table below. If it was, the estimate of expenses you paid during the period would be higher, and your ending account value lower, by this amount.

	Beginning Account Value January 1, 2005	Ending Account Value June 30, 2005	Expenses Paid During Period* January 1, 2005 to June 30, 2005
Actual	$ 1,000.00	$ 1,033.00	$ 4.64
Hypothetical (5% return per year before expenses)	$ 1,000.00	$ 1,020.23	$ 4.61

* Expenses are equal to the Fund's annualized expense ratio of .92%; multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Top Ten Stocks as of June 30, 2005
	% of fund's net assets	% of fund's net assets 6 months ago
EnCana Corp.	2.8	2.2
Genentech, Inc.	2.7	1.4
Berkshire Hathaway, Inc. Class A	2.2	2.6
Google, Inc. Class A (sub. vtg.)	2.0	0.6
3M Co.	1.8	2.4
Yahoo!, Inc.	1.8	1.9
Avon Products, Inc.	1.7	2.2
Exxon Mobil Corp.	1.4	0.8
Marvell Technology Group Ltd.	1.4	1.2
Aetna, Inc.	1.2	0.9
	19.0
Top Five Market Sectors as of June 30, 2005
	% of fund's net assets	% of fund's net assets 6 months ago
Health Care	13.9	11.2
Financials	13.8	12.5
Information Technology	13.6	14.9
Energy	13.4	9.0
Consumer Discretionary	9.3	10.8

Asset Allocation (% of fund's net assets)
As of June 30, 2005 *			As of December 31, 2004 **
	Stocks 89.3%			Stocks 89.1%
	Bonds 1.7%			Bonds 1.5%
	Convertible Securities 0.1%			Convertible Securities 0.1%
	Short-Term Investments and Net Other Assets 8.9%			Short-Term Investments and Net Other Assets 9.3%
* Foreign investments		23.0%	** Foreign investments		24.7%

Semiannual Report

Investments June 30, 2005

Showing Percentage of Net Assets

Common Stocks - 89.3%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 9.3%
Auto Components - 0.1%
Bridgestone Corp. (d)	1,434,000		$ 27,606
Automobiles - 0.5%
Honda Motor Co. Ltd.	465,000		22,887
Toyota Motor Corp.	5,587,100		199,711
			222,598
Distributors - 0.0%
Li & Fung Ltd.	9,900,000		20,575
Diversified Consumer Services - 0.3%
Educate, Inc.	1,236,430		17,495
Education Management Corp. (a)	723,800		24,414
Laureate Education, Inc. (a)	1,973,380		94,446
Regis Corp.	319,400		12,482
Weight Watchers International, Inc. (a)	399,700		20,629
			169,466
Hotels, Restaurants & Leisure - 2.9%
Aristocrat Leisure Ltd.	8,271,553		73,080
Boyd Gaming Corp.	1,853,000		94,744
Choice Hotels International, Inc.	70,300		4,619
Domino's Pizza, Inc.	1,625,000		36,173
Four Seasons Hotels, Inc. (ltd. vtg.) (d)	603,500		39,859
Gaming VC Holdings SA	629,128		6,335
Hilton Group PLC	6,129,502		31,437
Kerzner International Ltd. (a)	599,900		34,164
Las Vegas Sands Corp. (d)	1,448,700		51,791
Life Time Fitness, Inc.	684,900		22,472
Marriott International, Inc. Class A	138,000		9,414
MGM MIRAGE (a)	1,520,100		60,166
P.F. Chang's China Bistro, Inc. (a)	1,045,050		61,637
Panera Bread Co. Class A (a)(e)	2,929,651		181,887
Penn National Gaming, Inc. (a)	1,229,424		44,874
Red Robin Gourmet Burgers, Inc. (a)(e)	1,318,753		81,736
Scientific Games Corp. Class A (a)	350,753		9,446
Shuffle Master, Inc. (a)(d)(e)	1,970,683		55,238
Starbucks Corp. (a)	2,156,700		111,415
Station Casinos, Inc. (e)	3,534,600		234,697
Texas Roadhouse, Inc. Class A	494,300		17,177
The Cheesecake Factory, Inc. (a)	848,364		29,464
Wendy's International, Inc.	142,600		6,795
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Hotels, Restaurants & Leisure - continued
William Hill PLC	6,585,807		$ 63,660
Wynn Resorts Ltd. (a)	1,778,896		84,088
			1,446,368
Household Durables - 1.0%
D.R. Horton, Inc.	1,463,054		55,025
Fortune Brands, Inc.	1,178,300		104,633
Harman International Industries, Inc.	90,500		7,363
Hovnanian Enterprises, Inc. Class A (a)	300,300		19,580
Jarden Corp. (a)	156,300		8,428
KB Home	1,458,200		111,159
Tempur-Pedic International, Inc. (a)	3,863,600		85,695
Toll Brothers, Inc. (a)	1,132,700		115,026
			506,909
Internet & Catalog Retail - 0.1%
Blue Nile, Inc. (d)	449,200		14,684
eBay, Inc. (a)	681,840		22,508
IAC/InterActiveCorp (a)	625,000		15,031
			52,223
Media - 1.2%
Citadel Broadcasting Corp. (a)	349,500		4,002
Getty Images, Inc. (a)	819,600		60,863
Harte-Hanks, Inc.	395,800		11,767
McGraw-Hill Companies, Inc.	821,200		36,338
News Corp. Class A	2,220,540		35,928
NTL, Inc. (a)	366,500		25,076
Pixar (a)	3,176,802		158,999
Rogers Communications, Inc. Class B (non-vtg.)	1,436,600		47,136
SBS Broadcasting SA (a)	1,065,690		50,226
Sirius Satellite Radio, Inc. (a)(d)	10,376,391		67,239
Washington Post Co. Class B	32,040		26,754
XM Satellite Radio Holdings, Inc. Class A (a)	2,454,631		82,623
			606,951
Multiline Retail - 0.6%
Dollar General Corp.	389,500		7,930
Marks & Spencer Group PLC	1,984,600		12,819
Nordstrom, Inc.	928,800		63,131
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Multiline Retail - continued
Sears Holdings Corp. (a)	307,600		$ 46,100
Target Corp.	3,005,000		163,502
			293,482
Specialty Retail - 1.8%
AC Moore Arts & Crafts, Inc. (a)	391,470		12,374
American Eagle Outfitters, Inc.	809,900		24,823
bebe Stores, Inc.	1,085,750		28,740
Bed Bath & Beyond, Inc. (a)	1,796,123		75,042
Best Buy Co., Inc.	414,100		28,387
Build-A-Bear Workshop, Inc. (d)	415,800		9,751
Chico's FAS, Inc. (a)	5,722,700		196,174
DSW, Inc. Class A	56,100		1,400
Guitar Center, Inc. (a)	78,100		4,559
Halfords Group PLC	3,256,634		17,213
Hennes & Mauritz AB (H&M) (B Shares)	1,304,275		45,950
Inditex SA	503,900		12,976
Office Depot, Inc. (a)	890,600		20,341
Signet Group PLC	8,160,737		15,901
Staples, Inc.	5,857,300		124,878
The Children's Place Retail Stores, Inc. (a)	282,000		13,161
TJX Companies, Inc.	3,228,100		78,604
Urban Outfitters, Inc. (a)	3,248,400		184,152
Zumiez, Inc.	21,200		618
			895,044
Textiles, Apparel & Luxury Goods - 0.8%
Burberry Group PLC	5,980,194		43,287
Carter's, Inc. (a)	381,900		22,295
Coach, Inc. (a)	8,534,352		286,498
Phillips-Van Heusen Corp.	292,000		9,545
Polo Ralph Lauren Corp. Class A	268,500		11,575
Volcom, Inc.	49,300		1,320
			374,520
TOTAL CONSUMER DISCRETIONARY			4,615,742
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER STAPLES - 5.9%
Beverages - 0.4%
Diageo PLC sponsored ADR	796,900		$ 47,256
PepsiCo, Inc.	2,379,490		128,326
			175,582
Food & Staples Retailing - 1.5%
Sysco Corp.	5,315,500		192,368
Tesco PLC	11,617,313		66,347
United Natural Foods, Inc. (a)	1,171,148		35,568
Wal-Mart de Mexico SA de CV Series V	4,724,372		19,202
Walgreen Co.	4,415,510		203,069
Whole Foods Market, Inc.	2,012,175		238,040
			754,594
Food Products - 0.8%
Hershey Co.	1,784,300		110,805
Kellogg Co.	1,830,000		81,325
Nestle SA (Reg.)	186,921		47,837
TreeHouse Foods, Inc. (a)	589,700		16,812
Wm. Wrigley Jr. Co.	1,717,700		118,246
			375,025
Household Products - 0.5%
Colgate-Palmolive Co.	2,691,500		134,333
Procter & Gamble Co.	2,032,700		107,225
			241,558
Personal Products - 2.7%
Avon Products, Inc.	22,869,844		865,624
Gillette Co.	9,539,300		482,975
Herbalife Ltd.	233,200		5,039
			1,353,638
TOTAL CONSUMER STAPLES			2,900,397
ENERGY - 13.4%
Energy Equipment & Services - 1.0%
Halliburton Co.	2,192,300		104,836
Schlumberger Ltd. (NY Shares)	3,842,100		291,769
Smith International, Inc.	1,692,590		107,818
Tenaris SA sponsored ADR	130,700		10,230
			514,653
Common Stocks - continued
	Shares		Value (Note 1) (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - 12.4%
Anadarko Petroleum Corp.	78,200		$ 6,424
Apache Corp.	2,609,540		168,576
Arch Coal, Inc.	469,900		25,595
BG Group PLC sponsored ADR	312,500		13,000
Bill Barrett Corp.	951,966		28,159
Blackrock Ventures, Inc. (a)(e)	7,915,800		63,704
BP PLC sponsored ADR	7,894,166		492,438
Burlington Resources, Inc.	3,357,720		185,480
Cairn Energy PLC (a)	387,909		9,369
China Petroleum & Chemical Corp. sponsored ADR	1,964,400		76,651
CONSOL Energy, Inc.	2,033,400		108,950
Devon Energy Corp.	2,001,500		101,436
EnCana Corp.	35,521,448		1,401,192
Encore Acquisition Co. (a)	1,266,672		51,934
Energy Partners Ltd. (a)	152,600		4,000
ENI Spa sponsored ADR	427,700		54,831
EOG Resources, Inc.	3,877,600		220,248
Exxon Mobil Corp.	12,101,200		695,456
Forest Oil Corp. (a)	194,600		8,173
Imperial Oil Ltd.	805,300		67,056
Mariner Energy, Inc. (e)(f)	1,847,200		26,323
McMoRan Exploration Co. (a)(d)	390,700		7,623
Murphy Oil Corp.	8,506,200		444,279
Newfield Exploration Co. (a)	622,000		24,812
Noble Energy, Inc.	1,146,117		86,704
Occidental Petroleum Corp.	303,300		23,333
Peabody Energy Corp.	1,869,500		97,289
PetroChina Co. Ltd. sponsored ADR (d)	2,184,400		160,444
Plains Exploration & Production Co. (a)	233,600		8,300
Premcor, Inc. (e)	6,662,830		494,249
Quicksilver Resources, Inc. (a)	1,808,600		115,624
Range Resources Corp.	748,300		20,129
Sasol Ltd.	1,220,300		33,177
Talisman Energy, Inc.	2,244,740		84,095
Total SA sponsored ADR	2,644,300		308,986
Ultra Petroleum Corp. (a)	787,400		23,905
Common Stocks - continued
	Shares		Value (Note 1) (000s)
ENERGY - continued
Oil, Gas & Consumable Fuels - continued
Valero Energy Corp.	3,118,560		$ 246,709
XTO Energy, Inc.	3,697,233		125,669
			6,114,322
TOTAL ENERGY			6,628,975
FINANCIALS - 13.8%
Capital Markets - 1.1%
Charles Schwab Corp.	7,166,200		80,835
Goldman Sachs Group, Inc.	1,318,800		134,544
Greenhill & Co., Inc.	131,400		5,323
Janus Capital Group, Inc.	1,206,200		18,141
Lazard Ltd. Class A	577,700		13,432
Legg Mason, Inc.	997,700		103,871
Lehman Brothers Holdings, Inc.	1,912,200		189,843
Morgan Stanley	156,200		8,196
			554,185
Commercial Banks - 1.1%
Allied Irish Banks PLC	1,534,500		32,953
HDFC Bank Ltd.	586,006		8,573
HSBC Holdings PLC sponsored ADR	709,107		56,480
M&T Bank Corp.	2,429,300		255,465
Marshall & Ilsley Corp.	343,300		15,260
Wachovia Corp.	317,902		15,768
Wells Fargo & Co.	2,643,600		162,793
Westcorp	226,400		11,868
			559,160
Consumer Finance - 1.2%
American Express Co.	3,670,350		195,373
SLM Corp.	7,400,300		375,935
			571,308
Diversified Financial Services - 0.6%
Archipelago Holdings, Inc.	494,385		19,241
Brascan Corp. Class A (ltd. vtg.)	843,400		32,216
Chicago Mercantile Exchange Holdings, Inc. Class A	86,700		25,620
Moody's Corp.	4,788,400		215,286
			292,363
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Insurance - 8.0%
ACE Ltd.	1,408,600		$ 63,176
AFLAC, Inc.	1,721,500		74,507
Allstate Corp.	8,468,500		505,993
American International Group, Inc.	7,096,826		412,326
Assurant, Inc.	3,287,150		118,666
Berkshire Hathaway, Inc. Class A (a)	13,311		1,111,469
Brit Insurance Holdings PLC	13,779,500		21,850
Endurance Specialty Holdings Ltd.	1,220,500		46,159
Everest Re Group Ltd. (e)	3,015,920		280,481
Fidelity National Financial, Inc.	329,900		11,774
Genworth Financial, Inc. Class A (non-vtg.)	1,037,600		31,367
HCC Insurance Holdings, Inc.	989,000		37,453
IPC Holdings Ltd.	447,000		17,710
Markel Corp. (a)	101,450		34,392
Marsh & McLennan Companies, Inc.	78,100		2,163
Mercury General Corp.	862,500		47,024
MetLife, Inc.	3,571,600		160,508
MetLife, Inc. unit	3,244,100		85,060
Montpelier Re Holdings Ltd. (e)	5,020,900		173,623
PartnerRe Ltd.	1,353,600		87,199
Platinum Underwriters Holdings Ltd.	635,000		20,206
Progressive Corp.	1,163,200		114,936
Prudential Financial, Inc.	1,780,600		116,914
RenaissanceRe Holdings Ltd.	2,679,310		131,929
StanCorp Financial Group, Inc.	373,600		28,610
The Chubb Corp.	962,000		82,357
W.R. Berkley Corp.	2,628,600		93,788
White Mountains Insurance Group Ltd.	64,900		40,945
			3,952,585
Real Estate - 0.9%
CB Richard Ellis Group, Inc. Class A	2,369,300		103,917
CBL & Associates Properties, Inc.	1,505,794		64,855
Crescent Real Estate Equities Co.	468,900		8,792
Equity Office Properties Trust	1,388,600		45,963
Equity Residential (SBI)	662,500		24,393
General Growth Properties, Inc.	1,109,900		45,606
Global Signal, Inc.	781,600		29,427
KKR Financial Corp. (f)	1,161,600		11,906
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Real Estate - continued
KKR Financial Corp.	161,000		$ 4,025
Vornado Realty Trust	1,195,300		96,102
			434,986
Thrifts & Mortgage Finance - 0.9%
Golden West Financial Corp., Delaware	7,043,680		453,472
Hudson City Bancorp, Inc.	1,000,000		11,410
			464,882
TOTAL FINANCIALS			6,829,469
HEALTH CARE - 13.8%
Biotechnology - 3.3%
Affymetrix, Inc. (a)	397,200		21,421
Amgen, Inc. (a)	585,900		35,424
Celgene Corp. (a)	734,600		29,950
Genentech, Inc. (a)	16,512,900		1,325,656
Gilead Sciences, Inc. (a)	2,686,000		118,157
Idenix Pharmaceuticals, Inc.	900,700		19,527
Invitrogen Corp. (a)	138,759		11,557
MannKind Corp. (d)	585,539		5,885
Seattle Genetics, Inc. (a)(e)	2,477,300		13,278
Techne Corp. (a)	465,521		21,372
ViaCell, Inc.	689,400		7,342
			1,609,569
Health Care Equipment & Supplies - 3.8%
Advanced Neuromodulation Systems, Inc. (a)(e)	1,493,652		59,268
Alcon, Inc.	2,872,000		314,053
American Medical Systems Holdings, Inc. (a)	1,558,000		32,173
Aspect Medical Systems, Inc. (a)	363,460		10,809
Bausch & Lomb, Inc.	152,300		12,641
Bio-Rad Laboratories, Inc. Class A (a)	223,000		13,204
C.R. Bard, Inc.	1,895,800		126,090
Cooper Companies, Inc.	173,578		10,564
DENTSPLY International, Inc. (e)	5,880,937		317,571
Fisher Scientific International, Inc. (a)	1,340,808		87,018
Foxhollow Technologies, Inc. (d)(e)	1,259,300		48,193
Gen-Probe, Inc. (a)	2,106,600		76,322
IDEXX Laboratories, Inc. (a)	842,380		52,506
Immucor, Inc. (a)	117,200		3,393
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Health Care Equipment & Supplies - continued
IntraLase Corp.	860,800		$ 16,889
Intuitive Surgical, Inc. (a)	1,595,776		74,427
Kinetic Concepts, Inc. (a)	1,327,000		79,620
Kyphon, Inc. (a)	607,100		21,121
Laserscope, Inc. (a)	156,200		6,473
Medtronic, Inc.	2,050,800		106,211
Mentor Corp.	559,700		23,216
Neurometrix, Inc.	155,800		3,121
Nobel Biocare Holding AG (Switzerland)	177,383		35,985
NuVasive, Inc.	640,663		10,648
Smith & Nephew PLC	2,364,141		23,362
St. Jude Medical, Inc. (a)	3,571,000		155,731
Syneron Medical Ltd.	249,500		9,129
Synthes, Inc.	987,157		108,370
Ventana Medical Systems, Inc. (a)	838,700		33,741
Waters Corp. (a)	325,152		12,086
			1,883,935
Health Care Providers & Services - 3.9%
Advisory Board Co. (a)	194,398		9,475
Aetna, Inc.	6,864,760		568,539
American Healthways, Inc. (a)	1,369,100		57,872
Caremark Rx, Inc. (a)	1,388,100		61,798
DaVita, Inc. (a)	199,800		9,087
Express Scripts, Inc. (a)	156,200		7,807
HCA, Inc.	412,800		23,393
Health Net, Inc. (a)	587,700		22,427
Matria Healthcare, Inc. (a)	480,600		15,490
Patterson Companies, Inc. (a)(e)	11,947,596		538,598
UnitedHealth Group, Inc.	9,850,940		513,628
VCA Antech, Inc. (a)	783,969		19,011
WebMD Corp. (a)	320,700		3,294
WellPoint, Inc. (a)	1,429,900		99,578
			1,949,997
Pharmaceuticals - 2.8%
Abbott Laboratories	873,200		42,796
American Pharmaceutical Partners, Inc. (a)	195,300		8,056
Barr Pharmaceuticals, Inc. (a)	78,100		3,807
Cypress Bioscience, Inc. (a)	783,700		10,345
IVAX Corp. (a)	625,100		13,440
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Pharmaceuticals - continued
Johnson & Johnson	3,363,750		$ 218,644
Kos Pharmaceuticals, Inc. (a)	78,100		5,116
Novartis AG sponsored ADR	3,168,900		150,333
Novo Nordisk AS Series B	3,733,479		190,095
Pfizer, Inc.	935		26
Roche Holding AG (participation certificate)	4,079,142		516,238
Sanofi-Aventis sponsored ADR	1,224,200		50,180
Schering-Plough Corp.	7,768,800		148,073
Sepracor, Inc. (a)	191,300		11,480
Shire Pharmaceuticals Group PLC sponsored ADR	26,600		872
Teva Pharmaceutical Industries Ltd. sponsored ADR	669,700		20,854
			1,390,355
TOTAL HEALTH CARE			6,833,856
INDUSTRIALS - 8.4%
Aerospace & Defense - 0.8%
L-3 Communications Holdings, Inc.	353,400		27,063
Lockheed Martin Corp.	4,737,095		307,295
Precision Castparts Corp.	359,914		28,037
Rockwell Collins, Inc.	316,900		15,110
United Technologies Corp.	903,000		46,369
			423,874
Air Freight & Logistics - 0.5%
C.H. Robinson Worldwide, Inc. (e)	4,307,122		250,675
Airlines - 0.6%
JetBlue Airways Corp. (a)	2,100,226		42,929
Jetsgo Corp.:
warrants (a)(h)	125,000		0
warrants (a)(h)	1		0
Class B (a)(h)	1,250,000		0
Ryanair Holdings PLC sponsored ADR (a)(d)	5,285,406		236,998
Southwest Airlines Co.	522,900		7,284
			287,211
Commercial Services & Supplies - 0.5%
Aramark Corp. Class B	3,563,500		94,076
Corporate Executive Board Co.	213,200		16,700
Equifax, Inc.	649,200		23,183
PeopleSupport, Inc.	211,240		1,927
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Commercial Services & Supplies - continued
PHH Corp. (a)	303,930		$ 7,817
Resources Connection, Inc. (a)(e)	2,414,964		56,100
Robert Half International, Inc.	1,445,500		36,094
Services Acquisition Corp. International unit (a)	127,200		1,018
			236,915
Construction & Engineering - 0.2%
Jacobs Engineering Group, Inc. (a)	1,311,066		73,761
URS Corp. (a)	576,800		21,543
			95,304
Electrical Equipment - 0.6%
American Power Conversion Corp.	1,687,686		39,813
Cooper Industries Ltd. Class A	2,991,900		191,182
Evergreen Solar, Inc. (a)	286,900		1,845
Motech Industries, Inc.	1,775,000		25,161
Roper Industries, Inc.	153,200		10,934
Ultralife Batteries, Inc. (a)(e)	1,068,280		17,253
			286,188
Industrial Conglomerates - 2.1%
3M Co.	12,177,080		880,403
Carlisle Companies, Inc.	384,400		26,381
General Electric Co.	770,900		26,712
Hutchison Whampoa Ltd.	7,248,000		65,522
Siemens AG sponsored ADR	433,800		31,516
			1,030,534
Machinery - 2.6%
A.S.V., Inc. (a)	566,400		22,962
Bucyrus International, Inc. Class A	678,800		25,781
Caterpillar, Inc.	1,387,800		132,271
Cummins, Inc.	1,254,500		93,598
Danaher Corp.	9,526,340		498,609
IDEX Corp.	95,300		3,680
Ingersoll-Rand Co. Ltd. Class A	243,200		17,352
Joy Global, Inc.	2,510,900		84,341
PACCAR, Inc.	4,134,456		281,143
Volvo AB sponsored ADR	3,007,400		121,971
			1,281,708
Road & Rail - 0.4%
Canadian National Railway Co.	1,299,700		74,978
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Road & Rail - continued
Heartland Express, Inc.	1,817,190		$ 35,308
Knight Transportation, Inc.	1,292,951		31,457
Landstar System, Inc. (a)	2,378,652		71,645
Yellow Roadway Corp. (a)	2,597		132
			213,520
Trading Companies & Distributors - 0.1%
Fastenal Co.	573,088		35,107
Mitsui & Co. Ltd.	1,556,000		14,732
			49,839
Transportation Infrastructure - 0.0%
International Shipping Enterprises, Inc. unit	568,750		4,095
TOTAL INDUSTRIALS			4,159,863
INFORMATION TECHNOLOGY - 13.6%
Communications Equipment - 0.9%
Comverse Technology, Inc. (a)	2,905,300		68,710
ECI Telecom Ltd. (a)	1,715,200		14,236
Foxconn International Holdings Ltd.	12,467,000		9,305
Harris Corp.	2,753,100		85,924
Ixia (a)	1,268,700		24,664
Motorola, Inc.	482,200		8,805
Nokia Corp. sponsored ADR	3,808,900		63,380
QUALCOMM, Inc.	4,696,300		155,025
TomTom Group BV	465,000		10,208
			440,257
Computers & Peripherals - 1.4%
Apple Computer, Inc. (a)	7,970,700		293,401
Dell, Inc. (a)	4,109,318		162,359
EMC Corp. (a)	2,891,100		39,637
Hewlett-Packard Co.	5,972,300		140,409
Logitech International SA sponsored ADR (a)	102,300		6,525
Network Appliance, Inc. (a)	1,921,600		54,324
Seagate Technology	1,061,000		18,621
			715,276
Electronic Equipment & Instruments - 0.9%
Amphenol Corp. Class A	1,738,330		69,829
Cogent, Inc.	831,960		23,752
FARO Technologies, Inc. (a)	622,000		16,956
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Electronic Equipment & Instruments - continued
FLIR Systems, Inc. (a)(e)	5,947,900		$ 177,485
Hon Hai Precision Industries Co. Ltd.	19,175,200		99,584
Nidec Corp.	66,400		7,029
Trimble Navigation Ltd. (a)	592,500		23,090
Xyratex Ltd.	331,800		5,146
			422,871
Internet Software & Services - 4.0%
Akamai Technologies, Inc. (a)	4,110,407		53,970
aQuantive, Inc. (a)	554,200		9,820
Equinix, Inc. (a)	70,093		3,038
Google, Inc. Class A (sub. vtg.)	3,341,536		982,913
Marchex, Inc. Class B (a)(d)(e)	1,261,745		18,977
Openwave Systems, Inc. (a)	776,173		12,729
VeriSign, Inc. (a)	394,704		11,352
Websense, Inc. (a)	706,817		33,963
Yahoo!, Inc. (a)	25,088,624		869,321
			1,996,083
IT Services - 1.9%
Alliance Data Systems Corp. (a)	1,787,900		72,517
Anteon International Corp. (a)	1,639,800		74,808
Cognizant Technology Solutions Corp. Class A (a)	5,784,286		272,613
Fiserv, Inc. (a)	913,600		39,239
Global Payments, Inc.	258,700		17,540
Infosys Technologies Ltd. sponsored ADR (d)	3,832,200		296,881
Ness Technologies, Inc.	1,353,012		14,369
SRA International, Inc. Class A (a)(e)	3,726,200		129,374
VeriFone Holdings, Inc.	524,600		8,525
Wright Express Corp.	582,400		10,757
			936,623
Office Electronics - 0.1%
Canon, Inc.	156,200		8,221
Zebra Technologies Corp. Class A (a)	625,050		27,371
			35,592
Semiconductors & Semiconductor Equipment - 3.0%
Analog Devices, Inc.	1,540,700		57,484
Broadcom Corp. Class A (a)	1,457,100		51,742
FormFactor, Inc. (a)	379,600		10,029
International Rectifier Corp. (a)	1,597,800		76,247
Lam Research Corp. (a)	147,100		4,257
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Marvell Technology Group Ltd. (a)(e)	17,598,900		$ 669,462
Microchip Technology, Inc.	372,620		11,037
Samsung Electronics Co. Ltd.	1,186,180		566,431
SigmaTel, Inc. (a)	408,400		7,008
Tessera Technologies, Inc. (a)	651,600		21,770
Volterra Semiconductor Corp.	325,300		4,844
			1,480,311
Software - 1.4%
Activision, Inc. (a)	6,660,869		110,038
Adobe Systems, Inc.	5,345,060		152,976
Altiris, Inc. (a)(e)	2,623,874		38,518
Autodesk, Inc.	1,978,314		67,995
Blackboard, Inc.	93,564		2,238
Check Point Software Technologies Ltd. (a)	155,900		3,087
Cognos, Inc. (a)	1,407,050		48,050
FileNET Corp. (a)	889,038		22,350
Kronos, Inc. (a)	523,980		21,164
McAfee, Inc. (a)	304,700		7,977
MICROS Systems, Inc. (a)	117,105		5,240
Microsoft Corp.	847,300		21,047
NAVTEQ Corp.	2,578,900		95,884
NDS Group PLC sponsored ADR (a)	261,100		8,700
Quality Systems, Inc.	276,457		13,099
Salesforce.com, Inc.	301,600		6,177
SAP AG sponsored ADR	195,300		8,456
Symantec Corp. (a)	3,047,948		66,262
THQ, Inc. (a)	269,800		7,897
			707,155
TOTAL INFORMATION TECHNOLOGY			6,734,168
MATERIALS - 6.6%
Chemicals - 1.4%
Bayer AG	700,700		23,319
Celanese Corp. Class A	2,156,400		34,265
Crompton Corp.	2,062,600		29,186
Dow Chemical Co.	1,393,000		62,030
Ecolab, Inc.	5,786,600		187,254
Great Lakes Chemical Corp.	1,072,400		33,748
Monsanto Co.	58,600		3,684
Common Stocks - continued
	Shares		Value (Note 1) (000s)
MATERIALS - continued
Chemicals - continued
Nalco Holding Co.	2,067,200		$ 40,579
Potash Corp. of Saskatchewan	1,292,500		123,374
Praxair, Inc.	3,038,900		141,613
Rohm & Haas Co.	512,600		23,754
Westlake Chemical Corp.	233,400		5,718
			708,524
Construction Materials - 0.4%
Cemex SA de CV sponsored ADR	252,800		10,724
Eagle Materials, Inc. (e)	517,100		47,878
Florida Rock Industries, Inc.	305,900		22,438
Headwaters, Inc. (a)	156,200		5,370
Lafarge North America, Inc.	156,821		9,792
Lafarge SA (Bearer)	232,800		21,228
Martin Marietta Materials, Inc.	51,200		3,539
Rinker Group Ltd.	4,148,688		44,238
			165,207
Containers & Packaging - 0.2%
Owens-Illinois, Inc. (a)	4,497,940		112,673
Metals & Mining - 4.6%
Aber Diamond Corp. (d)	1,821,700		55,757
African Platinum PLC (a)	12,569,281		5,011
Anglo American PLC ADR	4,739,725		111,384
Bema Gold Corp. (a)	6,684,800		15,877
BHP Billiton Ltd. sponsored ADR	9,637,500		263,104
Carpenter Technology Corp.	906,700		46,967
Companhia Vale do Rio Doce sponsored ADR	3,511,400		102,814
Compania de Minas Buenaventura SA sponsored ADR	1,786,100		41,062
Compass Minerals International, Inc.	1,490,600		34,880
Eldorado Gold Corp. (a)	6,342,700		16,825
First Quantum Minerals Ltd.	1,599,600		28,214
Freeport-McMoRan Copper & Gold, Inc. Class B	862,708		32,300
Gerdau SA sponsored ADR	1,795,050		17,466
Glamis Gold Ltd. (a)(e)	7,412,900		126,937
Goldcorp, Inc.	14,151,878		225,123
IPSCO, Inc. (e)	2,649,500		115,521
Ivanhoe Mines Ltd. (a)	4,760,900		36,993
Lionore Mining International Ltd. (a)	4,574,900		23,487
Newcrest Mining Ltd.	2,197,600		29,091
Common Stocks - continued
	Shares		Value (Note 1) (000s)
MATERIALS - continued
Metals & Mining - continued
Newmont Mining Corp.	9,449,749		$ 368,824
Nucor Corp.	3,061,800		139,679
POSCO sponsored ADR	2,408,500		105,902
Rio Tinto PLC (Reg.)	5,972,543		182,043
Shore Gold, Inc. (a)	1,154,700		4,618
Teck Cominco Ltd. Class B (sub. vtg.)	2,022,000		68,225
United States Steel Corp.	472,200		16,230
Xstrata PLC	2,088,600		40,303
			2,254,637
TOTAL MATERIALS			3,241,041
TELECOMMUNICATION SERVICES - 3.4%
Diversified Telecommunication Services - 0.0%
NeuStar, Inc. Class A	337,000		8,627
Wireless Telecommunication Services - 3.4%
America Movil SA de CV Series L sponsored ADR	8,617,900		513,713
American Tower Corp. Class A (a)	581,100		12,215
Nextel Communications, Inc. Class A (a)	12,863,900		415,633
Nextel Partners, Inc. Class A (a)	9,147,300		230,238
NII Holdings, Inc. (a)(e)	3,820,447		244,279
SpectraSite, Inc. (a)	108,600		8,083
Vodafone Group PLC sponsored ADR	8,076,400		196,418
Western Wireless Corp. Class A (a)	1,037,400		43,882
			1,664,461
TOTAL TELECOMMUNICATION SERVICES			1,673,088
UTILITIES - 1.1%
Electric Utilities - 0.4%
Entergy Corp.	867,800		65,562
Exelon Corp.	1,301,200		66,791
PG&E Corp.	1,672,500		62,786
			195,139
Gas Utilities - 0.2%
Questar Corp.	679,200		44,759
Southern Union Co.	2,218,505		54,464
			99,223
Common Stocks - continued
	Shares		Value (Note 1) (000s)
UTILITIES - continued
Independent Power Producers & Energy Traders - 0.4%
AES Corp. (a)	1,866,400		$ 30,572
Duke Energy Corp.	3,373,000		100,279
NRG Energy, Inc. (a)	466,700		17,548
TXU Corp.	779,808		64,794
			213,193
Multi-Utilities - 0.1%
CMS Energy Corp. (a)	571,790		8,611
Public Service Enterprise Group, Inc.	273,100		16,610
			25,221
TOTAL UTILITIES			532,776
TOTAL COMMON STOCKS (Cost $31,105,608)		44,149,375
Corporate Bonds - 0.1%
	Principal Amount (000s)
Convertible Bonds - 0.1%
HEALTH CARE - 0.1%
Biotechnology - 0.1%
Protein Design Labs, Inc. 2% 2/15/12 (f)	$ 29,160		31,079
INDUSTRIALS - 0.0%
Industrial Conglomerates - 0.0%
Tyco International Group SA yankee 3.125% 1/15/23	10,860		15,006
UTILITIES - 0.0%
Independent Power Producers & Energy Traders - 0.0%
AES Corp. 4.5% 8/15/05	7,900		7,900
TOTAL CONVERTIBLE BONDS			53,985
Nonconvertible Bonds - 0.0%
INDUSTRIALS - 0.0%
Machinery - 0.0%
Rexnord Corp. 10.125% 12/15/12	6,000		6,570

Corporate Bonds - continued
		Principal Amount (000s)		Value (Note 1) (000s)
Nonconvertible Bonds - continued
TELECOMMUNICATION SERVICES - 0.0%
Diversified Telecommunication Services - 0.0%
Cable & Wireless International Finance 8.625% 3/25/19	GBP	3,500		$ 6,788
TOTAL NONCONVERTIBLE BONDS				13,358
TOTAL CORPORATE BONDS (Cost $66,660)			67,343
U.S. Treasury Obligations - 1.7%

U.S. Treasury Bonds 5.375% 2/15/31		$ 126,800		149,624
U.S. Treasury Notes:
4.25% 8/15/13		195,250		200,131
4.25% 11/15/13		194,800		199,556
4.25% 8/15/14		104,300		106,793
4.75% 5/15/14		175,800		186,540
TOTAL U.S. TREASURY OBLIGATIONS (Cost $805,032)			842,644
Floating Rate Loans - 0.0%

CONSUMER DISCRETIONARY - 0.0%
Media - 0.0%
Charter Communications Operating LLC Tranche B, term loan 6.44% 4/7/11 (g)		7,800		7,732
TOTAL FLOATING RATE LOANS (Cost $7,665)			7,732
Money Market Funds - 9.9%
		Shares
Fidelity Cash Central Fund, 3.21% (b)		4,437,324,901		4,437,325
Fidelity Securities Lending Cash Central Fund, 3.23% (b)(c)		425,889,755		425,890
TOTAL MONEY MARKET FUNDS (Cost $4,863,215)			4,863,215
Cash Equivalents - 0.0%
		Maturity Amount (000s)		Value (Note 1) (000s)
Investments in repurchase agreements (Collateralized by U.S. Treasury Obligations, in a joint trading account at 2.91%, dated 6/30/05 due 7/1/05) (Cost $15,451)		$ 15,452		$ 15,451
TOTAL INVESTMENT PORTFOLIO - 101.0% (Cost $36,863,631)				49,945,760
NET OTHER ASSETS - (1.0)%				(510,960)
NET ASSETS - 100%			$ 49,434,800

Currency Abbreviations
GBP	-	British pound

Legend

(a) Non-income producing

(d) Security or a portion of the security is on loan at period end.

(e) Affiliated company

(f) 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 $69,308,000 or 0.1% of net assets.

(g) The coupon rate shown on floating or adjustable rate securities represents the rate at period end.

(h) Restricted securities - Investment in securities not registered under the Securities Act of 1933 (excluding 144A issues). At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $0 or 0.0% of net assets.

Additional information on each holding is as follows:

Security	Acquisition Date	Acquisition Cost (000s)
Jetsgo Corp. warrants	3/1/04	$ 0
Jetsgo Corp. warrants	3/1/04	$ 0
Jetsgo Corp. Class B	3/1/04	$ 9,334

Other Information

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

United States of America	77.0%
Canada	5.5%
Bermuda	3.6%
United Kingdom	2.8%
Switzerland	2.2%
Korea (South)	1.4%
Mexico	1.0%
Others (individually less than 1%)	6.5%
	100.0%

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Companies which are affiliates of the fund at period-end are noted in the fund's Schedule of Investments. Transactions during the period with companies which are or were affiliates are as follows:

Affiliates (Amounts in thousands)	Value, beginning of period	Purchases	Sales Proceeds	Dividend Income	Value, end of period
Advanced Neuromodulation Systems, Inc.	$ 61,398	$ 7,598	$ 7,635	$ -	$ 59,268
African Platinum PLC	21,399	-	6,775	-	-
Altiris, Inc.	92,964	-	-	-	38,518
Anteon International Corp.	79,115	-	10,428	-	-
Avon Products, Inc.	1,000,161	16,079	139,659	7,740	-
Blackrock Ventures, Inc.	20,314	40,018	-	-	63,704
C.H. Robinson Worldwide, Inc.	226,177	27,507	14,850	1,204	250,675
DENTSPLY International, Inc.	309,113	21,097	-	701	317,571
Ditech Communications Corp.	26,847	-	13,451	-	-
Eagle Materials, Inc.	30,499	13,714	-	261	47,878
Everest Re Group Ltd.	263,890	29,814	22,660	606	280,481
FLIR Systems, Inc.	191,026	5,689	7,209	-	177,485
Foxhollow Technologies, Inc.	752	40,960	920	-	48,193
Glamis Gold Ltd.	144,251	1,855	17,266	-	126,937
Goldcorp, Inc.	195,510	26,572	18,547	5,978	-
IPSCO, Inc.	124,062	42,110	35,989	521	115,521
Marchex, Inc. Class B	-	26,785	978	-	18,977
Mariner Energy, Inc.	-	25,861	-	-	26,323
Marvell Technology Group Ltd.	546,100	79,961	-	-	669,462
Montpelier Re Holdings Ltd.	193,054	-	-	31,230	173,623
NII Holdings, Inc.	166,210	24,259	6,552	-	244,279
Panera Bread Co. Class A	71,770	62,818	2,101	-	181,887
Patterson Companies, Inc.	533,931	8,862	25,484	-	538,598
Premcor, Inc.	272,588	11,221	-	263	494,249
Red Robin Gourmet Burgers, Inc.	61,039	9,078	-	-	81,736
Resources Connection, Inc.	55,012	9,002	-	-	56,100
Seattle Genetics, Inc.	16,177	-	-	-	13,278
Shuffle Master, Inc.	65,734	9,045	12,665	-	55,238
Sonic Solutions, Inc.	$ 39,820	$ -	$ 29,181	$ -	$ -
SRA International, Inc. Class A	104,851	14,372	-	-	129,374
Station Casinos, Inc.	151,693	47,600	-	1,378	234,697
Ultralife Batteries, Inc.	20,778	-	-	-	17,253
USI Holdings Corp.	36,199	-	35,382	-	-
Total	$ 5,122,434	$ 601,877	$ 407,732	$ 49,882	$ 4,461,305

Income Tax Information

At December 31, 2004, the fund had a capital loss carryforward of approximately $1,689,727,000 all of which will expire on December 31, 2010.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)	June 30, 2005

Assets
Investment in securities, at value (including securities loaned of $410,633 and repurchase agreements of $15,451)(cost $36,863,631) - See accompanying schedule		$ 49,945,760
Cash		1,687
Foreign currency held at value (cost $3,388)		3,386
Receivable for investments sold		119,230
Receivable for fund shares sold		103,504
Dividends receivable		35,283
Interest receivable		20,747
Prepaid expenses		84
Other affiliated receivables		160
Other receivables		6,186
Total assets		50,236,027

Liabilities
Payable for investments purchased	$ 267,766
Payable for fund shares redeemed	68,129
Accrued management fee	29,392
Other affiliated payables	8,248
Other payables and accrued expenses	1,802
Collateral on securities loaned, at value	425,890
Total liabilities		801,227

Net Assets		$ 49,434,800
Net Assets consist of:
Paid in capital		$ 36,987,782
Undistributed net investment income		117,651
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(752,615)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		13,081,982
Net Assets, for 843,530 shares outstanding		$ 49,434,800
Net Asset Value, offering price and redemption price per share ($49,434,800 ÷ 843,530 shares)		$ 58.60

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands	Six months ended June 30, 2005

Investment Income
Dividends (including $49,882 received from affiliated issuers)		$ 241,798
Interest		82,262
Security lending		8,564
Total income		332,624

Expenses
Management fee Basic fee	$ 132,792
Performance adjustment	34,359
Transfer agent fees	42,125
Accounting and security lending fees	1,206
Independent trustees' compensation	103
Appreciation in deferred trustee compensation account	55
Custodian fees and expenses	1,371
Registration fees	642
Audit	189
Legal	52
Miscellaneous	358
Total expenses before reductions	213,252
Expense reductions	(5,927)	207,325
Net investment income (loss)		125,299
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities (Including realized gain (loss) of $28,727 from affiliated issuers)	1,016,765
Foreign currency transactions	514
Total net realized gain (loss)		1,017,279
Change in net unrealized appreciation (depreciation) on: Investment securities (net of increase in deferred foreign taxes of $60)	423,102
Assets and liabilities in foreign currencies	(265)
Total change in net unrealized appreciation (depreciation)		422,837
Net gain (loss)		1,440,116
Net increase (decrease) in net assets resulting from operations		$ 1,565,415

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands	Six months ended June 30, 2005	Year ended December 31, 2004
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 125,299	$ 32,371
Net realized gain (loss)	1,017,279	1,370,693
Change in net unrealized appreciation (depreciation)	422,837	4,248,703
Net increase (decrease) in net assets resulting from operations	1,565,415	5,651,767
Distributions to shareholders from net investment income	-	(34,673)
Distributions to shareholders from net realized gain	(7,955)	-
Total distributions	(7,955)	(34,673)
Share transactions Proceeds from sales of shares	6,178,933	7,814,682
Reinvestment of distributions	7,800	33,913
Cost of shares redeemed	(2,786,294)	(4,921,518)
Net increase (decrease) in net assets resulting from share transactions	3,400,439	2,927,077
Total increase (decrease) in net assets	4,957,899	8,544,171

Net Assets
Beginning of period	44,476,901	35,932,730
End of period (including undistributed net investment income of $117,651 and distributions in excess of net investment income of $7,648, respectively)	$ 49,434,800	$ 44,476,901
Other Information Shares
Sold	108,600	150,977
Issued in reinvestment of distributions	137	616
Redeemed	(49,125)	(95,759)
Net increase (decrease)	59,612	55,834

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Financial Highlights

	Six months ended June 30,	Years ended December 31,
	2005	2004	2003	2002	2001	2000
Selected Per-Share Data
Net asset value, beginning of period	$ 56.74	$ 49.35	$ 38.60	$ 42.77	$ 49.18	$ 60.02
Income from Investment Operations
Net investment income (loss) ^E	.15	.04	- ^G	.06	.21	.26
Net realized and unrealized gain (loss)	1.72	7.40	10.79	(4.18)	(6.40)	(4.24)
Total from investment operations	1.87	7.44	10.79	(4.12)	(6.19)	(3.98)
Distributions from net investment income	-	(.05)	(.04)	(.05)	(.22)	(.24)
Distributions from net realized gain	(.01)	-	-	-	-	(5.59)
Distributions in excess of net realized gain	-	-	-	-	-	(1.03)
Total distributions	(.01)	(.05)	(.04)	(.05)	(.22)	(6.86)
Net asset value, end of period	$ 58.60	$ 56.74	$ 49.35	$ 38.60	$ 42.77	$ 49.18
Total Return ^{B, C, D}	3.30%	15.07%	27.95%	(9.63)%	(12.59)%	(6.80)%
Ratios to Average Net Assets ^F
Expenses before expense reductions	.92% ^A	.94%	1.00%	1.03%	.96%	.87%
Expenses net of voluntary waivers, if any	.92% ^A	.94%	1.00%	1.03%	.96%	.87%
Expenses net of all reductions	.89% ^A	.92%	.98%	.99%	.91%	.84%
Net investment income (loss)	.54% ^A	.08%	.01%	.14%	.49%	.45%
Supplemental Data
Net assets, end of period (in millions)	$ 49,435	$ 44,477	$ 35,933	$ 27,586	$ 32,159	$ 40,220
Portfolio turnover rate	58% ^A	64%	67%	80%	141%	166%

^A Annualized

^B Total returns for periods of less than one year are not annualized.

^C Total returns would have been lower had certain expenses not been reduced during the periods shown.

^D Total returns do not include the effect of the former sales charges.

^E Calculated based on average shares outstanding during the period.

^F Expense ratios reflect operating expenses of the fund. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the fund during periods when reimbursements or reductions occur. Expenses net of any voluntary waivers reflect expenses after reimbursement by the investment adviser but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by the fund.

^G Amount represents less than $.01 per share.

See accompanying notes which are an integral part of the financial statements.

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2005

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Contrafund (the fund) is a fund of Fidelity Contrafund (the trust) and is authorized to issue an unlimited number of shares. The trust 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. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Foreign Currency - continued

Investment Transactions and Income. Security transactions are accounted for as of trade date. Gains and losses on securities sold are determined on the basis of identified cost and may include proceeds received from litigation. Dividend income is recorded on the ex-dividend date, except for certain dividends from foreign securities where the ex-dividend date may have passed, which are recorded as soon as the fund is informed of the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of the securities received. Distributions received on securities that represent a return of capital or capital gain are recorded as a reduction of cost of investments and/or as a realized gain. The fund estimates the components of distributions received that may be considered return of capital distributions or capital gain distributions. Interest income is accrued as earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

Expenses. Most expenses of the trust can be directly attributed to a fund. Expenses which cannot be directly attributed are apportioned among each fund in the trust.

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

Semiannual Report

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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. Capital accounts within the financial statements are adjusted for permanent book-tax differences. These adjustments have no impact on net assets or the results of operations. Temporary book-tax differences will reverse in a subsequent period.

Book-tax differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, capital loss carryforwards and losses deferred due to wash sales.

The federal tax cost of investments and unrealized appreciation (depreciation) as of period end were as follows:

Unrealized appreciation	$ 13,400,127
Unrealized depreciation	(396,616)
Net unrealized appreciation (depreciation)	$ 13,003,511
Cost for federal income tax purposes	$ 36,942,249

2. Operating Policies.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

2. Operating Policies - continued

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $15,119,365 and $11,989,032, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .72% of the fund's average net assets.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .18% of average net assets.

Accounting and Security Lending Fees. FSC maintains the fund's accounting records. The accounting fee is based on the level of average net assets for the month. Under a separate contract, FSC administers the security lending program. The security lending fee is based on the number and duration of lending transactions.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

5. Committed Line of Credit.

6. Security Lending.

Semiannual Report

Notes to Financial Statements - continued

(Amounts in thousands except ratios)

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $5,455 for the period. In addition, through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's custody and transfer agent expenses by $11 and $461, respectively.

8. Other.

Semiannual Report

Report of Independent Registered Public Accounting Firm

To the Trustees of Fidelity Contrafund and the Shareholders of Fidelity Contrafund:

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Fidelity Contrafund (a fund of Fidelity Contrafund) at June 30, 2005 and the results of its operations, the changes in its net assets and the financial highlights for the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Fidelity Contrafund's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at June 30, 2005 by correspondence with the custodian and brokers, provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Boston, Massachusetts

August 9, 2005

Semiannual Report

Proxy Voting Results

PROPOSAL 1
To amend the Declaration of Trust to allow the Board of Trustees, if permitted by applicable law, to authorize fund mergers without shareholder approval.*
	# of Votes	% of Votes
Affirmative	16,233,274,660.19	68.528
Against	5,296,799,647.67	22.362
Abstain	882,603,665.94	3.725
Broker Non-Votes	1,275,700,696.03	5.385
TOTAL	23,688,378,669.83	100.000
PROPOSAL 2
To elect a Board of Trustees. *
	# of Votes	% of Votes
Laura B. Cronin
Affirmative	21,964,545,020.52	92.723
Withheld	1,723,833,649.31	7.277
TOTAL	23,688,378,669.83	100.000
Dennis J. Dirks
Affirmative	22,473,495,368.70	94.871
Withheld	1,214,883,301.13	5.129
TOTAL	23,688,378,669.83	100.000
Robert M. Gates
Affirmative	22,429,215,739.51	94.684
Withheld	1,259,162,930.32	5.316
TOTAL	23,688,378,669.83	100.000
George H. Heilmeier
Affirmative	22,427,222,693.12	94.676
Withheld	1,261,155,976.71	5.324
TOTAL	23,688,378,669.83	100.000
	# of Votes	% of Votes
Abigail P. Johnson
Affirmative	22,344,921,447.52	94.329
Withheld	1,343,457,222.31	5.671
TOTAL	23,688,378,669.83	100.000
Edward C. Johnson 3d
Affirmative	22,331,899,258.73	94.274
Withheld	1,356,479,411.10	5.726
TOTAL	23,688,378,669.83	100.000
Marie L. Knowles
Affirmative	22,457,370,997.41	94.803
Withheld	1,231,007,672.42	5.197
TOTAL	23,688,378,669.83	100.000
Ned C. Lautenbach
Affirmative	22,461,566,287.67	94.821
Withheld	1,226,812,382.16	5.179
TOTAL	23,688,378,669.83	100.000
Marvin L. Mann
Affirmative	22,418,349,134.25	94.639
Withheld	1,270,029,535.58	5.361
TOTAL	23,688,378,669.83	100.000
William O. McCoy
Affirmative	22,421,999,778.88	94.654
Withheld	1,266,378,890.95	5.346
TOTAL	23,688,378,669.83	100.000
Robert L. Reynolds
Affirmative	22,450,709,253.08	94.775
Withheld	1,237,669,416.75	5.225
TOTAL	23,688,378,669.83	100.000
Cornelia M. Small
Affirmative	22,437,020,012.08	94.717
Withheld	1,251,358,657.75	5.283
TOTAL	23,688,378,669.83	100.000
	# of Votes	% of Votes
William S. Stavropoulos
Affirmative	22,435,472,051.80	94.711
Withheld	1,252,906,618.03	5.289
TOTAL	23,688,378,669.83	100.000
Kenneth L. Wolfe
Affirmative	22,441,579,247.31	94.737
Withheld	1,246,799,422.52	5.263
TOTAL	23,688,378,669.83	100.000
* Denotes trust-wide proposals and voting results.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

Fidelity Management & Research
(U.K.) Inc.

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

Fidelity International Investment
Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agent

Fidelity Service Company, Inc. Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

Exchanges/Redemptions
and Account Assistance 1-800-544-6666

Product Information 1-800-544-6666

Retirement Accounts 1-800-544-4774
(8 a.m. - 9 p.m.)

TDD Service 1-800-544-0118
for the deaf and hearing impaired
(9 a.m. - 9 p.m. Eastern time)

Fidelity Automated Service
Telephone (FAST®) (automated graphic) 1-800-544-5555

(automated graphic) Automated line for quickest service

CON-USAN-0805
1.787777.102

(Fidelity Investment logo)(registered trademark)
Corporate Headquarters
82 Devonshire St., Boston, MA 02109
www.fidelity.com

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Schedule of Investments

Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies

Not applicable.

Item 9. Purchase of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders

There were no material changes to the procedures by which shareholders may recommend nominees to the Fidelity Contrafund's Board of Trustees.

Item 11. Controls and Procedures

(a)(i) The President and Treasurer and the Chief Financial Officer have concluded that the Fidelity Contrafund's (the "Trust") disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act) provide reasonable assurances that material information relating to the Trust is made known to them by the appropriate persons, based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(a)(ii) There was no change in the Trust's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 12. Exhibits

(a)	(1)	Not applicable.
(a)	(2)	Certification pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)) is filed and attached hereto as Exhibit 99.CERT.
(a)	(3)	Not applicable.
(b)		Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)) is furnished and attached hereto as Exhibit 99.906CERT.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Fidelity Contrafund

By:	/s/Christine Reynolds
	Christine Reynolds
	President and Treasurer

Date:	August 19, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/Christine Reynolds
	Christine Reynolds
	President and Treasurer

Date:	August 19, 2005

By:	/s/Timothy F. Hayes
	Timothy F. Hayes
	Chief Financial Officer

Date:	August 19, 2005

EX-99.CERT 2 contra99cert.htm

Exhibit EX-99.CERT

I, Christine Reynolds, certify that:

1. I have reviewed this report on Form N-CSR of Fidelity Contrafund;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based upon such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 19, 2005

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

I, Timothy F. Hayes, certify that:

1. I have reviewed this report on Form N-CSR of Fidelity Contrafund;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 19, 2005

/s/Timothy F. Hayes

Timothy F. Hayes

Chief Financial Officer

EX-99.906 CERT 3 contra906cert.htm

Exhibit EX-99.906CERT

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code)

In connection with the attached Report of Fidelity Contrafund (the "Trust") on Form N-CSR to be filed with the Securities and Exchange Commission (the "Report"), each of the undersigned officers of the Trust does hereby certify that, to the best of such officer's knowledge:

1. The Report fully complies with the requirements of 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Trust as of, and for, the periods presented in the Report.

Dated: August 19, 2005

/s/Christine Reynolds

Christine Reynolds

President and Treasurer

Dated: August 19, 2005

/s/Timothy F. Hayes

Timothy F. Hayes

Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Trust and will be retained by the Trust and furnished to the Securities and Exchange Commission or its staff upon request.

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Contents

Chairman's Message

Shareholder Expense Example

Investment Changes

Investments June 30, 2005 (Unaudited)

Financial Statements

Notes to Financial Statements

Proxy Voting Results

Contents

Chairman's Message

Shareholder Expense Example

Investment Changes

Investments June 30, 2005 (Unaudited)

Financial Statements

Notes to Financial Statements

Proxy Voting Results

Contents

Chairman's Message

Shareholder Expense Example

Investment Changes

Investments June 30, 2005

Financial Statements

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

Proxy Voting Results