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, 2004

Item 1. Reports to Stockholders

Fidelity®

Contrafund®

Semiannual Report

June 30, 2004

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

3

Ned Johnson's message to shareholders.

Investment Changes

4

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

Investments

5

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

Financial Statements

24

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

Notes

28

Notes to the financial statements.

For a free copy of the fund's proxy voting guidelines visit www.fidelity.com/goto/proxyguidelines, call 1-800-544-8544, or visit the Securities and Exchange Commission (SEC)'s web site at www.sec.gov.

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.

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity fund, including charges and expenses, call 1-800-544-6666 for a free prospectus. Read it carefully before you invest or send money.

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Many of you have read or heard news stories recently that were critical of mutual funds and made allegations that the mutual fund industry has been less than forthright. I find these reports unsettling and not necessarily an accurate picture of the overall industry, and I would like you to know where we at Fidelity stand.

With specific regard to allegations that certain mutual fund companies were violating the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities, I want to say two things:

First, Fidelity does not have agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not to say that someone could not deceive the company through fraudulent acts. But I underscore that we have no so-called "agreements" which would permit this illegal practice.

Second, Fidelity has been on record for years opposing predatory short-term trading which adversely affects other shareholders in a mutual fund. In fact, in the 1980s, we began charging a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. What's more, several years ago we took the industry lead in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. It is reasonable to assume that another structure can be developed that would alter the system to make it much more difficult for predatory traders to operate. This, however, will only be achieved through close cooperation among regulators, legislators and the industry.

Certainly no industry is perfect, and there have been instances of unethical and illegal activity from time to time within the mutual fund industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. Clearly, every system can be improved. We 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. But we remain concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems.

For more than 57 years, Fidelity Investments 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. Many of them were family and friends. 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

Investment Changes

Top Ten Stocks as of June 30, 2004

% of fund's
net assets

% of fund's net assets
6 months ago

Avon Products, Inc.

3.3

2.5

3M Co.

3.2

3.4

Berkshire Hathaway, Inc. Class A

2.9

3.0

EnCana Corp.

1.9

1.9

Yahoo!, Inc.

1.8

1.2

Genentech, Inc.

1.8

1.3

Colgate-Palmolive Co.

1.6

2.2

Samsung Electronics Co. Ltd.

1.3

1.1

Nextel Communications, Inc. Class A

1.3

1.3

Patterson Dental Co.

1.2

1.1

20.3

Top Five Market Sectors as of June 30, 2004

% of fund's
net assets

% of fund's net assets
6 months ago

Health Care

15.8

15.6

Information Technology

13.2

12.4

Consumer Discretionary

13.1

16.8

Financials

12.7

15.5

Industrials

10.9

13.3

Asset Allocation (% of fund's net assets)

As of June 30, 2004*

As of December 31, 2003**

Stocks 89.5%

Stocks 96.7%

Bonds 0.9%

Bonds 0.0%

Convertible
Securities 0.6%

Convertible
Securities 0.7%

Short-Term
Investments and
Net Other Assets 9.0%

Short-Term
Investments and
Net Other Assets 2.6%

* Foreign
investments

21.8%

** Foreign
investments

24.0%



Semiannual Report

Investments June 30, 2004 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 89.5%

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - 13.0%

Auto Components - 0.2%

Gentex Corp.

2,041,000

$ 80,987

Automobiles - 0.5%

Harley-Davidson, Inc.

291,100

18,031

Toyota Motor Corp.

4,349,000

177,483

195,514

Hotels, Restaurants & Leisure - 2.6%

Ameristar Casinos, Inc.

64,653

2,171

Boyd Gaming Corp.

922,300

24,506

Buffalo Wild Wings, Inc.

245,000

6,774

Four Seasons Hotels, Inc.

100

6

GTECH Holdings Corp.

700,200

32,426

Hilton Group PLC

5,306,102

26,645

International Game Technology

1,771,150

68,366

Kerzner International Ltd. (a)

451,900

21,492

Krispy Kreme Doughnuts, Inc. (a)(c)

3,500,900

66,832

Lakes Entertainment, Inc. (a)

728,060

8,438

Life Time Fitness, Inc.

384,100

8,066

McDonald's Corp.

687,000

17,862

Outback Steakhouse, Inc.

922,200

38,142

P.F. Chang's China Bistro, Inc. (a)

1,111,950

45,757

Panera Bread Co. Class A (a)(c)

2,841,200

101,942

Penn National Gaming, Inc. (a)

275,962

9,162

Pinnacle Entertainment, Inc. (a)

155,200

1,957

Rank Group PLC

1,396,060

7,620

Red Robin Gourmet Burgers, Inc. (a)

766,220

20,971

Shuffle Master, Inc. (a)

891,991

32,388

Stanley Leisure PLC

2,282,998

17,394

Starbucks Corp. (a)

4,325,100

188,055

Station Casinos, Inc.

2,188,300

105,914

The Cheesecake Factory, Inc. (a)

1,294,676

51,515

William Hill PLC

10,744,090

108,295

Wynn Resorts Ltd. (a)

266,496

10,295

1,022,991

Household Durables - 1.3%

D.R. Horton, Inc.

4,544,390

129,061

Fortune Brands, Inc.

1,146,600

86,488

Harman International Industries, Inc.

2,290,800

208,463

Leggett & Platt, Inc.

309,900

8,277

LG Electronics, Inc.

398,890

18,934

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Household Durables - continued

Pulte Homes, Inc.

657,100

$ 34,189

Sharp Corp.

1,094,000

17,732

503,144

Internet & Catalog Retail - 1.7%

Blue Nile, Inc.

288,384

10,846

eBay, Inc. (a)

4,882,300

448,927

InterActiveCorp (a)

7,075,872

213,267

673,040

Media - 1.9%

Citadel Broadcasting Corp.

349,500

5,092

E.W. Scripps Co. Class A

881,600

92,568

Fox Entertainment Group, Inc. Class A (a)

4,179,200

111,585

Getty Images, Inc. (a)

585,100

35,106

McGraw-Hill Companies, Inc.

244,600

18,729

Meredith Corp.

200,600

11,025

News Corp. Ltd. ADR

1,353,000

47,923

Pixar (a)

2,002,937

139,224

SBS Broadcasting SA (a)

773,290

23,748

Sogecable SA (a)

388,300

15,699

The DIRECTV Group, Inc. (a)

2,562,600

43,820

Univision Communications, Inc. Class A (a)

632,900

20,208

Viacom, Inc. Class B (non-vtg.)

851,067

30,400

Vivendi Universal SA sponsored ADR (a)

661,600

18,459

Washington Post Co. Class B

101,170

94,089

XM Satellite Radio Holdings, Inc. Class A (a)

1,411,533

38,521

746,196

Multiline Retail - 0.4%

99 Cents Only Stores (a)(c)

4,993,133

76,145

JCPenney Co., Inc.

1,326,600

50,092

Neiman Marcus Group, Inc. Class A

419,100

23,323

149,560

Specialty Retail - 3.5%

AC Moore Arts & Crafts, Inc. (a)

686,100

18,875

Advance Auto Parts, Inc. (a)

2,545,600

112,465

AnnTaylor Stores Corp. (a)(c)

5,052,300

146,416

Bed Bath & Beyond, Inc. (a)

4,675,500

179,773

Best Buy Co., Inc.

406,600

20,631

Cabela's, Inc. Class A

205,200

5,530

Chico's FAS, Inc. (a)

3,246,000

146,589

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Claire's Stores, Inc.

382,400

$ 8,298

Dick's Sporting Goods, Inc. (a)

687,900

22,941

Guitar Center, Inc. (a)

271,600

12,078

Halfords Group PLC

3,256,634

15,998

Hot Topic, Inc. (a)

393,050

8,054

Lowe's Companies, Inc.

796,900

41,877

Pacific Sunwear of California, Inc. (a)(c)

4,498,928

88,044

PETCO Animal Supplies, Inc. (a)

2,116,300

68,166

PETsMART, Inc.

3,186,800

103,412

Regis Corp.

371,500

16,565

Signet Group PLC

8,160,737

17,001

Staples, Inc.

2,059,100

60,352

The Pep Boys - Manny, Moe & Jack (c)

3,147,600

79,792

TJX Companies, Inc.

4,111,000

99,240

United Auto Group, Inc.

182,300

5,587

Urban Outfitters, Inc. (a)

1,057,100

64,388

1,342,072

Textiles Apparel & Luxury Goods - 0.9%

Brown Shoe Co., Inc.

193,900

7,936

Burberry Ltd.

9,788,200

72,793

Carter's, Inc.

266,400

7,755

Coach, Inc. (a)

4,220,676

190,732

Fossil, Inc. (a)

769,800

20,977

NIKE, Inc. Class B

199,300

15,097

Puma AG

108,032

27,520

Quiksilver, Inc. (a)

313,800

7,472

350,282

TOTAL CONSUMER DISCRETIONARY

5,063,786

CONSUMER STAPLES - 8.7%

Beverages - 0.5%

Anheuser-Busch Companies, Inc.

747,200

40,349

Coca-Cola Hellenic Bottling Co. SA (Bearer)

1,093,200

25,599

Cott Corp. (a)

1,539,100

49,961

Cott Corp. (a)(d)

779,500

25,256

PepsiCo, Inc.

718,790

38,728

The Coca-Cola Co.

300,700

15,179

195,072

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER STAPLES - continued

Food & Staples Retailing - 1.7%

Smart & Final, Inc. (a)

107,400

$ 1,291

Sysco Corp.

8,544,900

306,506

Tesco PLC

8,055,913

39,024

The Pantry, Inc. (a)

706,000

15,391

United Natural Foods, Inc. (a)

1,120,748

32,401

Wal-Mart Stores, Inc.

456,100

24,064

Walgreen Co.

233,000

8,437

Whole Foods Market, Inc.

1,440,375

137,484

William Morrison Supermarkets PLC

26,472,074

111,618

676,216

Food Products - 0.7%

Dean Foods Co. (a)

753,600

28,117

Hershey Foods Corp.

1,455,800

67,360

Kellogg Co.

1,594,600

66,734

People's Food Holdings Ltd.

3,048,000

2,005

Saputo, Inc.

454,510

10,880

Smithfield Foods, Inc. (a)

870,300

25,587

SunOpta, Inc. (a)

2,484,900

21,311

Wm. Wrigley Jr. Co.

939,200

59,217

281,211

Household Products - 1.6%

Colgate-Palmolive Co.

10,783,600

630,301

Personal Products - 4.2%

Avon Products, Inc. (c)

27,486,744

1,268,232

Gillette Co.

8,600,200

364,648

NBTY, Inc. (a)

71,800

2,110

1,634,990

TOTAL CONSUMER STAPLES

3,417,790

ENERGY - 6.9%

Energy Equipment & Services - 0.7%

BJ Services Co. (a)

542,700

24,877

Carbo Ceramics, Inc.

55,100

3,761

Schlumberger Ltd. (NY Shares)

2,538,300

161,207

Smith International, Inc. (a)

1,692,590

94,379

284,224

Oil & Gas - 6.2%

Apache Corp.

1,994,740

86,871

Common Stocks - continued

Shares

Value (Note 1) (000s)

ENERGY - continued

Oil & Gas - continued

Blackrock Ventures, Inc. (a)

3,006,000

$ 16,992

BP PLC sponsored ADR

3,057,466

163,788

Burlington Resources, Inc.

2,707,620

97,962

Cabot Oil & Gas Corp. Class A

325,600

13,773

Canadian Natural Resources Ltd.

156,600

4,702

Chesapeake Energy Corp.

1,725,800

25,404

China Petroleum & Chemical Corp. sponsored ADR

1,789,600

66,126

Comstock Resources, Inc. (a)

310,400

6,040

ConocoPhillips

155,100

11,833

Denbury Resources, Inc. (a)

465,600

9,754

Devon Energy Corp.

116,400

7,682

EnCana Corp.

17,306,824

747,597

Encore Acquisition Co. (a)

828,300

23,110

ENI Spa sponsored ADR

229,300

23,008

EOG Resources, Inc.

492,500

29,407

Evergreen Resources, Inc. (a)

454,100

18,346

Exxon Mobil Corp.

2,626,700

116,652

Houston Exploration Co. (a)

1,087,700

56,386

Magnum Hunter Resources, Inc. (a)

432,700

4,491

Murphy Oil Corp.

3,160,800

232,951

Newfield Exploration Co. (a)

415,100

23,138

Noble Energy, Inc.

305,400

15,575

Occidental Petroleum Corp.

604,400

29,259

Patina Oil & Gas Corp.

756,200

22,588

PetroChina Co. Ltd. sponsored ADR

438,200

20,289

PetroKazakhstan, Inc. Class A

477,800

12,978

Pioneer Natural Resources Co.

1,711,900

60,053

Pogo Producing Co.

45,500

2,248

Premcor, Inc. (a)(c)

5,015,900

188,096

Prima Energy Corp. (a)

110,200

4,361

Quicksilver Resources, Inc. (a)

640,400

42,952

Talisman Energy, Inc.

874,890

19,086

Total SA sponsored ADR

1,161,600

111,607

Tsakos Energy Navigation Ltd.

232,600

7,899

Valero Energy Corp.

225,400

16,626

Vintage Petroleum, Inc.

81,900

1,390

XTO Energy, Inc.

2,278,300

67,871

2,408,891

TOTAL ENERGY

2,693,115

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - 12.5%

Capital Markets - 0.3%

Goldman Sachs Group, Inc.

164,400

$ 15,480

Lehman Brothers Holdings, Inc.

668,400

50,297

Merrill Lynch & Co., Inc.

1,322,500

71,389

137,166

Commercial Banks - 1.4%

Bank of Ireland

3,942,007

52,692

Bank One Corp.

1,530,400

78,050

Banknorth Group, Inc.

580,000

18,838

Commerce Bancorp, Inc., New Jersey

944,718

51,969

East West Bancorp, Inc.

243,600

7,479

Fifth Third Bancorp

446,436

24,009

M&T Bank Corp.

1,028,000

89,744

PrivateBancorp, Inc.

91,620

2,516

Royal Bank of Scotland Group PLC

2,410,026

69,631

SouthTrust Corp.

1,868,100

72,501

UCBH Holdings, Inc.

582,500

23,020

Wells Fargo & Co.

272,400

15,589

Westcorp

574,280

26,101

Wintrust Financial Corp.

189,000

9,546

541,685

Consumer Finance - 1.0%

MBNA Corp.

2,414,900

62,280

SLM Corp.

7,928,100

320,692

382,972

Diversified Financial Services - 0.6%

Brascan Corp. Class A (ltd. vtg.)

687,000

19,272

CapitalSource, Inc.

154,400

3,775

Citigroup, Inc.

796,800

37,051

Moody's Corp.

2,487,000

160,809

220,907

Insurance - 7.7%

ACE Ltd.

1,420,000

60,038

AFLAC, Inc.

2,018,300

82,367

Allstate Corp.

1,876,500

87,351

AMBAC Financial Group, Inc.

97,400

7,153

American International Group, Inc.

6,506,126

463,757

Arch Capital Group Ltd. (a)

108,692

4,335

Assurant, Inc.

1,195,000

31,524

Axis Capital Holdings Ltd.

150,700

4,220

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Insurance - continued

Berkshire Hathaway, Inc. Class A (a)

12,839

$ 1,142,029

Brit Insurance Holdings PLC

13,779,500

20,808

Brown & Brown, Inc.

155,400

6,698

Cincinnati Financial Corp.

11,765

512

Endurance Specialty Holdings Ltd.

1,870,000

65,076

Everest Re Group Ltd. (c)

2,792,020

224,367

Great-West Lifeco, Inc.

233,000

8,419

HCC Insurance Holdings, Inc.

1,741,800

58,194

Infinity Property & Casualty Corp.

194,200

6,409

IPC Holdings Ltd.

563,800

20,821

Markel Corp. (a)

101,450

28,152

Mercury General Corp.

408,600

20,287

MetLife, Inc.

509,400

18,262

Montpelier Re Holdings Ltd. (c)

5,020,900

175,480

PartnerRe Ltd.

1,292,700

73,335

Penn-America Group, Inc.

92,200

1,291

Progressive Corp.

313,700

26,759

RenaissanceRe Holdings Ltd.

2,562,410

138,242

StanCorp Financial Group, Inc.

230,800

15,464

UICI (a)

194,900

4,641

USI Holdings Corp. (a)(c)

3,262,118

51,541

W.R. Berkley Corp.

1,043,500

44,818

White Mountains Insurance Group Ltd.

42,300

21,573

Willis Group Holdings Ltd.

2,671,100

100,033

3,013,956

Real Estate - 0.1%

CBL & Associates Properties, Inc.

374,560

20,601

Simon Property Group, Inc.

139,000

7,147

The Rouse Co.

155,280

7,376

35,124

Thrifts & Mortgage Finance - 1.4%

Countrywide Financial Corp.

724,415

50,890

Doral Financial Corp.

1,228,625

42,388

Golden West Financial Corp., Delaware

3,608,590

383,774

New York Community Bancorp, Inc.

3,171,210

62,251

W Holding Co., Inc.

543,811

9,337

548,640

TOTAL FINANCIALS

4,880,450

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH CARE - 15.8%

Biotechnology - 2.9%

Affymetrix, Inc. (a)

131,600

$ 4,307

Biogen Idec, Inc. (a)

1,632,500

103,256

Celgene Corp. (a)

17,670

1,012

ConjuChem, Inc. (a)

1,878,310

18,024

Dyax Corp. (a)

620,300

7,289

Gen-Probe, Inc. (a)

1,416,600

67,034

Genentech, Inc. (a)

12,545,300

705,046

Gilead Sciences, Inc. (a)

287,800

19,283

IDEXX Laboratories, Inc. (a)

952,880

59,974

Invitrogen Corp. (a)

82,300

5,925

Keryx Biopharmaceuticals, Inc. (a)

155,400

1,967

Ligand Pharmaceuticals, Inc. Class B (a)

430,600

7,484

Martek Biosciences (a)

766,900

43,077

Millennium Pharmaceuticals, Inc. (a)

2,396,900

33,077

ONYX Pharmaceuticals, Inc. (a)

251,800

10,666

Pharmion Corp.

581,100

28,427

Seattle Genetics, Inc. (a)(c)

2,477,300

17,415

1,133,263

Health Care Equipment & Supplies - 6.3%

Advanced Medical Optics, Inc. (a)

644,900

27,453

Advanced Neuromodulation Systems, Inc. (a)(c)

1,324,152

43,432

Alcon, Inc.

3,893,000

306,184

American Medical Systems Holdings, Inc. (a)

585,000

19,715

Animas Corp.

10,500

196

Apogent Technologies, Inc. (a)

1,031,800

33,018

Becton, Dickinson & Co.

313,900

16,260

Bio-Rad Laboratories, Inc. Class A (a)

758,600

44,651

Biomet, Inc.

543,250

24,142

Boston Scientific Corp. (a)

2,991,000

128,015

C.R. Bard, Inc.

1,004,200

56,888

Cooper Companies, Inc.

509,937

32,213

Cytyc Corp. (a)

387,800

9,838

DENTSPLY International, Inc. (c)

5,674,237

295,628

Epix Medical, Inc. (a)

756,300

15,958

Fisher Scientific International, Inc. (a)

634,700

36,654

Given Imaging Ltd. (a)

456,400

16,161

INAMED Corp. (a)

64,000

4,022

Integra LifeSciences Holdings Corp. (a)

906,000

31,955

Kensey Nash Corp. (a)

232,700

8,028

Kinetic Concepts, Inc.

161,100

8,039

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

Kyphon, Inc. (a)

241,600

$ 6,808

Medtronic, Inc.

885,600

43,146

Nobel Biocare Holding AG (Switzerland)

115,283

18,085

Phonak Holding AG

285,545

8,902

ResMed, Inc. (a)

311,400

15,869

Smith & Nephew PLC

37,045,485

409,501

St. Jude Medical, Inc. (a)

1,271,100

96,159

Stryker Corp.

3,241,200

178,266

Synthes, Inc.

555,456

63,464

Varian Medical Systems, Inc. (a)

12,500

992

Zimmer Holdings, Inc. (a)

5,244,829

462,594

2,462,236

Health Care Providers & Services - 3.3%

Aetna, Inc.

2,883,330

245,083

Anthem, Inc. (a)

276,500

24,763

Caremark Rx, Inc. (a)

3,189,336

105,057

DaVita, Inc. (a)

173,700

5,355

eResearchTechnology, Inc. (a)

886,400

24,819

Health Management Associates, Inc. Class A

891,810

19,994

ICON PLC sponsored ADR (a)

70,000

3,079

Inveresk Research Group, Inc. (a)

1,181,868

36,449

Molina Healthcare, Inc.

38,300

1,462

Omnicare, Inc.

416,500

17,830

Patterson Dental Co. (a)(c)

6,096,298

466,306

Pediatrix Medical Group, Inc. (a)

213,500

14,913

ProxyMed, Inc. (a)

27,800

469

UnitedHealth Group, Inc.

4,819,890

300,038

VCA Antech, Inc. (a)

15,300

686

WebMD Corp. (a)

416,800

3,885

WellPoint Health Networks, Inc. (a)

281,700

31,553

1,301,741

Pharmaceuticals - 3.3%

Altana AG

575,543

34,697

AstraZeneca PLC sponsored ADR

2,555,800

116,647

Atherogenics, Inc. (a)

1,080,700

20,566

Cypress Bioscience, Inc. (a)

1,056,400

14,504

Elan Corp. PLC sponsored ADR (a)

2,703,100

66,875

Endo Pharmaceuticals Holdings, Inc. (a)

18,900

443

Eon Labs, Inc. (a)

292,828

11,985

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH CARE - continued

Pharmaceuticals - continued

IVAX Corp. (a)

744,300

$ 17,856

Johnson & Johnson

2,130,850

118,688

Kos Pharmaceuticals, Inc. (a)

743,200

24,503

Merck & Co., Inc.

134,100

6,370

MGI Pharma, Inc. (a)

403,400

10,896

Nektar Therapeutics (a)

216,300

4,317

Novartis AG sponsored ADR

2,390,900

106,395

Novo Nordisk AS Series B

4,121,502

212,710

Pfizer, Inc.

1,565,435

53,663

Roche Holding AG (participation certificate)

2,082,062

206,640

Schering-Plough Corp.

3,662,400

67,681

Teva Pharmaceutical Industries Ltd. sponsored ADR

2,556,800

172,047

1,267,483

TOTAL HEALTH CARE

6,164,723

INDUSTRIALS - 10.9%

Aerospace & Defense - 1.2%

Bombardier, Inc. Class B (sub. vtg.)

4,174,200

12,580

Lockheed Martin Corp.

7,808,095

406,646

Precision Castparts Corp.

652,614

35,691

454,917

Air Freight & Logistics - 0.9%

C.H. Robinson Worldwide, Inc.

3,917,334

179,571

Dynamex, Inc. (a)

201,300

2,800

Expeditors International of Washington, Inc.

169,560

8,378

United Parcel Service, Inc. Class B

2,161,400

162,472

353,221

Airlines - 1.1%

ExpressJet Holdings, Inc. Class A (a)

467,879

5,680

JetBlue Airways Corp. (a)

5,000,411

146,912

Jetsgo Corp.:

warrants (a)(e)

125,000

0

warrants (a)(e)

1

0

Class B (a)(e)

1,250,000

9,371

Ryanair Holdings PLC sponsored ADR (a)

7,227,700

236,924

Southwest Airlines Co.

1,396,100

23,413

422,300

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Building Products - 0.1%

Lennox International, Inc.

736,800

$ 13,336

Masco Corp.

871,600

27,176

40,512

Commercial Services & Supplies - 1.4%

Apollo Group, Inc. Class A (a)

2,037,228

179,867

Aramark Corp. Class B

3,675,000

105,693

Copart, Inc. (a)

387,900

10,357

Corporate Executive Board Co.

13,900

803

Education Management Corp. (a)

1,304,100

42,853

H&R Block, Inc.

652,600

31,116

R.R. Donnelley & Sons Co.

733,500

24,220

Resources Connection, Inc. (a)

434,900

17,009

Robert Half International, Inc.

793,900

23,634

Strayer Education, Inc. (c)

909,599

101,484

Universal Technical Institute, Inc.

272,900

10,908

547,944

Construction & Engineering - 0.1%

Jacobs Engineering Group, Inc. (a)

1,057,766

41,655

Perini Corp. (a)

1,060,000

11,310

52,965

Electrical Equipment - 0.4%

Cooper Industries Ltd. Class A

1,499,000

89,056

Roper Industries, Inc.

736,100

41,884

Ultralife Batteries, Inc. (a)(c)

959,800

18,582

149,522

Industrial Conglomerates - 3.4%

3M Co.

13,864,480

1,247,942

Carlisle Companies, Inc.

78,100

4,862

Hutchison Whampoa Ltd.

3,514,000

23,990

Tyco International Ltd.

1,819,400

60,295

1,337,089

Machinery - 2.0%

Briggs & Stratton Corp.

353,900

31,267

Danaher Corp.

8,677,340

449,920

Deere & Co.

319,900

22,438

IDEX Corp.

436,650

14,999

Illinois Tool Works, Inc.

215,700

20,683

Ingersoll-Rand Co. Ltd. Class A

271,600

18,553

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Machinery - continued

Joy Global, Inc.

1,271,200

$ 38,060

Oshkosh Truck Co.

272,000

15,588

PACCAR, Inc.

2,748,656

159,395

Volvo AB ADR

494,100

17,299

788,202

Road & Rail - 0.2%

Dollar Thrifty Automotive Group, Inc. (a)

12,600

346

Heartland Express, Inc.

1,131,417

30,956

Knight Transportation, Inc. (a)

483,594

13,894

Landstar System, Inc. (a)

958,431

50,672

95,868

Trading Companies & Distributors - 0.1%

Fastenal Co.

372,088

21,146

TOTAL INDUSTRIALS

4,263,686

INFORMATION TECHNOLOGY - 13.2%

Communications Equipment - 2.5%

Comverse Technology, Inc. (a)

387,700

7,731

Ditech Communications Corp. (a)

551,660

12,876

Harris Corp.

1,598,900

81,144

Juniper Networks, Inc. (a)

2,247,114

55,212

Motorola, Inc.

6,646,700

121,302

Plantronics, Inc. (a)

232,700

9,797

QUALCOMM, Inc.

4,094,500

298,817

Research in Motion Ltd. (a)

2,429,900

166,226

Scientific-Atlanta, Inc.

1,837,100

63,380

Telefonaktiebolaget LM Ericsson ADR (a)

5,138,691

153,750

970,235

Computers & Peripherals - 0.5%

Apple Computer, Inc. (a)

1,074,800

34,974

Dell, Inc. (a)

2,901,600

103,935

PalmOne, Inc. (a)

339,900

11,818

Seagate Technology

78,036

1,126

Synaptics, Inc. (a)

1,206,431

23,103

174,956

Electronic Equipment & Instruments - 0.9%

Amphenol Corp. Class A (a)

1,232,830

41,078

AU Optronics Corp. sponsored ADR

84,690

1,384

Common Stocks - continued

Shares

Value (Note 1) (000s)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

FARO Technologies, Inc. (a)

226,868

$ 5,824

Flir Systems, Inc. (a)(c)

3,004,200

164,931

Mettler-Toledo International, Inc. (a)

52,600

2,585

Molex, Inc.

155,300

4,982

National Instruments Corp.

764,245

23,424

Symbol Technologies, Inc.

2,610,900

38,485

Thermo Electron Corp. (a)

491,600

15,112

Waters Corp. (a)

1,387,700

66,304

364,109

Internet Software & Services - 2.2%

Akamai Technologies, Inc. (a)

4,281,807

76,858

Blue Coat Systems, Inc. (a)

86,556

2,899

iVillage, Inc. (a)

382,600

2,430

Lastminute.com PLC (a)

2,971,801

9,759

Open Text Corp. (a)

756,300

24,210

Sina Corp. (a)

640,700

21,137

Websense, Inc. (a)

351,758

13,096

Yahoo!, Inc. (a)

19,602,224

712,149

862,538

IT Services - 1.8%

Accenture Ltd. Class A (a)

232,700

6,395

Alliance Data Systems Corp. (a)

2,511,200

106,098

Anteon International Corp. (a)(c)

2,719,400

88,707

Cognizant Technology Solutions Corp. Class A (a)

5,457,586

138,677

CSG Systems International, Inc. (a)

296,200

6,131

First Data Corp.

2,343,700

104,342

Infosys Technologies Ltd. sponsored ADR

1,398,700

129,757

Iron Mountain, Inc. (a)

937,600

45,249

SRA International, Inc. Class A (a)(c)

1,359,100

57,517

The BISYS Group, Inc. (a)

2,166,100

30,455

713,328

Office Electronics - 0.1%

Canon, Inc.

312,100

16,666

Zebra Technologies Corp. Class A (a)

337,100

29,328

45,994

Semiconductors & Semiconductor Equipment - 4.0%

Analog Devices, Inc.

5,809,000

273,488

ATI Technologies, Inc. (a)

752,200

14,188

Cree, Inc. (a)

421,100

9,803

Common Stocks - continued

Shares

Value (Note 1) (000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

Intel Corp.

349,700

$ 9,652

International Rectifier Corp. (a)(c)

3,352,500

138,861

Linear Technology Corp.

873,500

34,477

Marvell Technology Group Ltd. (a)

11,917,000

318,184

Microchip Technology, Inc.

232,700

7,339

National Semiconductor Corp. (a)

1,338,400

29,431

Pixelworks, Inc. (a)

310,400

4,755

Samsung Electronics Co. Ltd.

1,215,130

502,050

Sigmatel, Inc.

603,612

17,541

Silicon Laboratories, Inc. (a)(c)

4,458,490

206,651

Tundra Semiconductor Corp. Ltd. (a)(d)

122,700

2,093

1,568,513

Software - 1.2%

Adobe Systems, Inc.

1,569,311

72,973

Altiris, Inc. (a)(c)

2,623,874

72,445

Autodesk, Inc.

1,233,800

52,819

Electronic Arts, Inc. (a)

382,600

20,871

FileNET Corp. (a)

462,532

14,602

Kronos, Inc. (a)

815,425

33,596

Macrovision Corp. (a)

111,600

2,793

Magma Design Automation, Inc. (a)

427,789

8,226

Microsoft Corp.

640,400

18,290

Quality Systems, Inc. (a)

91,309

4,482

Red Hat, Inc. (a)

804,953

18,490

SAP AG sponsored ADR

193,900

8,107

Sonic Solutions, Inc. (a)(c)

1,945,111

41,334

Symantec Corp. (a)

2,213,697

96,916

Ultimate Software Group, Inc. (a)

11,379

115

466,059

TOTAL INFORMATION TECHNOLOGY

5,165,732

MATERIALS - 4.7%

Chemicals - 0.8%

Ecolab, Inc.

5,786,600

183,435

Methanex Corp.

1,304,200

17,306

Potash Corp. of Saskatchewan

709,000

68,248

Sinopec Shanghai Petrochemical Co. Ltd. sponsored ADR

477,000

15,832

Common Stocks - continued

Shares

Value (Note 1) (000s)

MATERIALS - continued

Chemicals - continued

The Scotts Co. Class A (a)

324,900

$ 20,755

Valspar Corp.

201,700

10,164

315,740

Construction Materials - 0.1%

Eagle Materials, Inc.

353,200

25,084

Containers & Packaging - 0.1%

Ball Corp.

292,426

21,069

Metals & Mining - 3.6%

Aber Diamond Corp. (a)

1,348,200

40,075

Anglo American PLC ADR

3,169,825

66,154

Apex Silver Mines Ltd. (a)

1,903,800

32,460

Companhia Vale do Rio Doce sponsored ADR

492,300

23,409

Compania de Minas Buenaventura SA sponsored ADR

4,816,100

106,436

First Quantum Minerals Ltd. (a)

976,500

10,359

Freeport-McMoRan Copper & Gold, Inc. Class B

5,535,908

183,515

Glamis Gold Ltd. (a)

5,630,900

98,991

Goldcorp, Inc. (c)

14,266,728

166,529

International Steel Group, Inc.

542,700

16,145

IPSCO, Inc.

778,800

17,562

Ivanhoe Mines Ltd. (a)

2,571,800

13,882

Ivanhoe Mines Ltd. warrants 12/19/05 (a)

699,550

524

Newcrest Mining Ltd.

2,700,200

26,007

Newmont Mining Corp.

9,419,849

365,113

Nucor Corp.

537,400

41,251

Peabody Energy Corp.

155,100

8,684

POSCO sponsored ADR

232,800

7,801

Rio Tinto PLC (Reg.)

7,950,238

194,880

SouthernEra Resources Ltd. (a)

2,047,600

5,603

1,425,380

Paper & Forest Products - 0.1%

Sappi Ltd.

2,052,361

31,590

TOTAL MATERIALS

1,818,863

TELECOMMUNICATION SERVICES - 3.7%

Diversified Telecommunication Services - 0.0%

PT Indosat Tbk

13,172,500

5,640

Common Stocks - continued

Shares

Value (Note 1) (000s)

TELECOMMUNICATION SERVICES - continued

Diversified Telecommunication Services - continued

PT Indosat Tbk sponsored ADR

438,700

$ 9,300

PT Telkomunikasi Indonesia Tbk sponsored ADR

195,400

3,038

17,978

Wireless Telecommunication Services - 3.7%

America Movil SA de CV sponsored ADR

5,612,600

204,130

KDDI Corp.

5,359

31,096

mmO2 PLC (a)

8,086,081

13,645

Mobile TeleSystems OJSC sponsored ADR

379,600

46,311

MTN Group Ltd. (a)

1,552,700

7,193

Nextel Communications, Inc. Class A (a)

18,582,700

495,415

Nextel Partners, Inc. Class A (a)

7,674,700

122,181

NII Holdings, Inc. (a)

3,101,747

104,498

Vimpel Communications sponsored ADR (a)(c)

1,981,000

191,067

Vodafone Group PLC sponsored ADR

8,795,300

194,376

Western Wireless Corp. Class A (a)

1,037,400

29,991

1,439,903

TOTAL TELECOMMUNICATION SERVICES

1,457,881

UTILITIES - 0.1%

Electric Utilities - 0.1%

Entergy Corp.

155,200

8,693

Exelon Corp.

271,500

9,038

PG&E Corp. (a)

1,130,000

31,572

49,303

Multi-Utilities & Unregulated Power - 0.0%

AES Corp. (a)

775,200

7,698

TOTAL UTILITIES

57,001

TOTAL COMMON STOCKS

(Cost $25,115,432)

34,983,027

Convertible Preferred Stocks - 0.3%

FINANCIALS - 0.1%

Diversified Financial Services - 0.1%

Xerox Capital Trust II 7.50% (d)

690,100

56,184

Convertible Preferred Stocks - continued

Shares

Value (Note 1) (000s)

UTILITIES - 0.2%

Electric Utilities - 0.2%

TXU Corp. 8.75%

1,187,500

$ 56,258

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $86,893)

112,442

Convertible Bonds - 0.3%

Principal Amount (000s)

CONSUMER DISCRETIONARY - 0.1%

Leisure Equipment & Products - 0.1%

Eastman Kodak Co. 3.375% 10/15/33

$ 27,960

30,844

FINANCIALS - 0.1%

Diversified Financial Services - 0.1%

Tyco International Group SA yankee 3.125% 1/15/23

10,860

17,562

INFORMATION TECHNOLOGY - 0.0%

Software - 0.0%

Red Hat, Inc. 0.5% 1/15/24 (d)

10,094

11,394

TELECOMMUNICATION SERVICES - 0.1%

Wireless Telecommunication Services - 0.1%

Nextel Communications, Inc. 5.25% 1/15/10

34,600

33,562

UTILITIES - 0.0%

Multi-Utilities & Unregulated Power - 0.0%

AES Corp. 4.5% 8/15/05

7,900

7,827

TOTAL CONVERTIBLE BONDS

(Cost $86,486)

101,189

U.S. Treasury Obligations - 0.9%

U.S. Treasury Notes:

4.25% 8/15/13

156,700

152,966

4.25% 11/15/13

155,400

151,254

4.75% 5/15/14

39,300

39,710

TOTAL U.S. TREASURY OBLIGATIONS

(Cost $342,457)

343,930

Money Market Funds - 9.7%

Shares

Value (Note 1) (000s)

Fidelity Cash Central Fund, 1.16% (b)

3,429,048,832

$ 3,429,049

Fidelity Securities Lending Cash Central Fund, 1.18% (b)

367,530,700

367,531

TOTAL MONEY MARKET FUNDS

(Cost $3,796,580)

3,796,580

TOTAL INVESTMENT PORTFOLIO - 100.7%

(Cost $29,427,848)

39,337,168

NET OTHER ASSETS - (0.7)%

(265,454)

NET ASSETS - 100%

$ 39,071,714

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 fiscal year end is available upon request.

(c) Affiliated company

(d) 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 $94,927,000 or 0.2% of net assets.

(e) 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 $9,371,000 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

78.2%

United Kingdom

4.3%

Canada

3.8%

Bermuda

3.5%

Switzerland

1.7%

Korea (South)

1.4%

Others (individually less than 1%)

7.1%

100.0%

Purchases and sales of securities, other than short-term securities, aggregated $11,285,106,000 and $12,973,608,000, respectively, of which long-term U.S. government and government agency obligations aggregated $342,386,000 and $0, respectively.

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 $634,000 for the period.

Income Tax Information

At December 31, 2003, the fund had a capital loss carryforward of approximately $3,025,127,000 of which $758,883,000 and $2,266,244,000 will expire on December 31, 2009 and 2010, respectively.

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, 2004 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $360,250) (cost $29,427,848) - See accompanying schedule

$ 39,337,168

Foreign currency held at value (cost $6,544)

6,520

Receivable for investments sold

377,952

Receivable for fund shares sold

40,695

Dividends receivable

22,677

Interest receivable

8,177

Prepaid expenses

77

Other affiliated receivables

114

Other receivables

2,149

Total assets

39,795,529

Liabilities

Payable to custodian bank

$ 20,187

Payable for investments purchased

257,127

Payable for fund shares redeemed

48,241

Accrued management fee

23,683

Other affiliated payables

6,726

Other payables and accrued expenses

320

Collateral on securities loaned, at value

367,531

Total liabilities

723,815

Net Assets

$ 39,071,714

Net Assets consist of:

Paid in capital

$ 31,552,996

Distributions in excess of net investment income

(8,975)

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

(2,381,785)

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

9,909,478

Net Assets, for 745,619 shares outstanding

$ 39,071,714

Net Asset Value, offering price and redemption price per share ($39,071,714 ÷ 745,619 shares)

$ 52.40

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, 2004 (Unaudited)

Investment Income

Dividends (including $14,906 received from affiliated issuers)

$ 156,710

Interest

16,516

Security lending

2,580

Total income

175,806

Expenses

Management fee
Basic fee

$ 107,446

Performance adjustment

31,623

Transfer agent fees

34,528

Accounting and security lending fees

1,092

Non-interested trustees' compensation

88

Appreciation in deferred trustee compensation account

95

Custodian fees and expenses

1,200

Registration fees

275

Audit

121

Legal

42

Miscellaneous

222

Total expenses before reductions

176,732

Expense reductions

(4,218)

172,514

Net investment income (loss)

3,292

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities (Including realized gain (loss) of $4,433 on sales of investments in affiliated issuers)

750,190

Foreign currency transactions

189

Total net realized gain (loss)

750,379

Change in net unrealized appreciation (depreciation) on:

Investment securities

1,500,332

Assets and liabilities in foreign currencies

(1,296)

Total change in net unrealized appreciation (depreciation)

1,499,036

Net gain (loss)

2,249,415

Net increase (decrease) in net assets resulting from operations

$ 2,252,707

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, 2004
(Unaudited)

Year ended
December 31,
2003

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 3,292

$ 2,861

Net realized gain (loss)

750,379

1,911,505

Change in net unrealized appreciation (depreciation)

1,499,036

5,839,988

Net increase (decrease) in net assets resulting
from operations

2,252,707

7,754,354

Distributions to shareholders from net investment income

(7,322)

(29,177)

Share transactions
Net proceeds from sales of shares

3,486,813

4,634,446

Reinvestment of distributions

7,161

28,535

Cost of shares redeemed

(2,600,375)

(4,040,969)

Net increase (decrease) in net assets resulting from share transactions

893,599

622,012

Total increase (decrease) in net assets

3,138,984

8,347,189

Net Assets

Beginning of period

35,932,730

27,585,541

End of period (including distributions in excess of net investment income of $8,975 and distributions in excess of net investment income of $4,945, respectively)

$ 39,071,714

$ 35,932,730

Other Information

Shares

Sold

68,822

109,244

Issued in reinvestment of distributions

142

587

Redeemed

(51,429)

(96,322)

Net increase (decrease)

17,535

13,509

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

Semiannual Report

Financial Highlights

Six months ended
June 30, 2004

Years ended December 31,

(Unaudited)

2003

2002

2001

2000

1999

Selected Per-Share Data

Net asset value, beginning of period

$ 49.35

$ 38.60

$ 42.77

$ 49.18

$ 60.02

$ 56.81

Income from Investment Operations

Net investment income (loss)E

-G

-G

.06

.21

.26

.29

Net realized and unrealized gain (loss)

3.06

10.79

(4.18)

(6.40)

(4.24)

13.42

Total from investment operations

3.06

10.79

(4.12)

(6.19)

(3.98)

13.71

Distributions from net investment income

(.01)

(.04)

(.05)

(.22)

(.24)

(.28)

Distributions from net realized gain

-

-

-

-

(5.59)

(10.22)

Distributions in excess of net realized gain

-

-

-

-

(1.03)

-

Total distributions

(.01)

(.04)

(.05)

(.22)

(6.86)

(10.50)

Net asset value, end of period

$ 52.40

$ 49.35

$ 38.60

$ 42.77

$ 49.18

$ 60.02

Total ReturnB,C,D

6.20%

27.95%

(9.63)%

(12.59)%

(6.80)%

25.03%

Ratios to Average Net AssetsF

Expenses before expense reductions

.95%A

1.00%

1.03%

.96%

.87%

.65%

Expenses net of voluntary waivers, if any

.95%A

1.00%

1.03%

.96%

.87%

.65%

Expenses net of all reductions

.92%A

.98%

.99%

.91%

.84%

.62%

Net investment income (loss)

.02%A

.01%

.14%

.49%

.45%

.48%

Supplemental Data

Net assets, end of period (in millions)

$ 39,072

$ 35,933

$ 27,586

$ 32,159

$ 40,220

$ 46,912

Portfolio turnover rate

64%A

67%

80%

141%

166%

177%

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, 2004 (Unaudited)

(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:

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.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

1. Significant Accounting Policies - continued

Foreign Currency - continued

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 nontaxable distributions or capital gain distributions for income tax purposes. 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 the funds in the trust.

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

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 each fund's understanding of the tax rules and rates that exist in the foreign markets in which it invests.

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

$ 10,246,563

|

Unrealized depreciation

(414,107)

Net unrealized appreciation (depreciation)

$ 9,832,456

Cost for federal income tax purposes

$ 29,504,712

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. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. The fund may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations and corporate obligations. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Collateral is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

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

Notes to Financial Statements (Unaudited) - continued

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

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 .28% 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 .74% 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.

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 Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $12,816 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 are shown under the caption "Other Information" at the end of the fund's Schedule of Investments.

Semiannual Report

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 participating 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 cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

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 $4,001 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 $108 and $109, respectively.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

8. Transactions with Affiliated Companies.

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. 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:

Affiliate

Value,
beginning of period

Purchases

Sales
Proceeds

Dividend
Income

Value,
end of
period

99 Cents Only Stores

$ 187,327

$ 4,359

$ 52,429

$ -

$ 76,145

Advanced Neuromodulation Systems, Inc.

48,599

13,534

5,524

-

43,432

Altiris, Inc.

93,424

1,676

-

-

72,445

AnnTaylor Stores Corp.

91,252

41,986

-

-

146,416

Anteon International Corp.

98,034

-

-

-

88,707

Avon Products, Inc.

909,024

33,420

9,603

7,561

1,268,232

DENTSPLY International, Inc.

254,440

9,066

7,107

589

295,628

Everest Re Group Ltd.

236,205

-

-

559

224,367

Flir Systems, Inc.

109,106

671

-

-

164,931

Goldcorp, Inc.

231,200

-

4,364

2,331

166,529

International Rectifier Corp.

60,888

108,724

7,624

-

138,861

JetBlue Airways Corp.

157,107

186

22,254

-

-

K-Swiss, Inc, Class A

42,290

-

36,664

36

-

Krispy Kreme Doughnuts, Inc.

125,553

2,338

-

-

66,832

Montpelier Re Holdings Ltd.

174,898

9,592

-

3,414

175,480

P.F. Chang's China Bistro, Inc.

121,295

4,006

58,362

-

-

Pacific Sunwear of California, Inc.

110,226

11,631

26,799

-

88,044

Panera Bread Co. Class A

100,991

10,145

-

-

101,942

Patterson Dental Co.

381,579

15,708

6,240

-

466,306

The Pep Boys - Manny, Moe & Jack

32,336

42,735

-

318

79,792

Premcor, Inc.

76,211

70,484

-

-

188,096

SRA International, Inc. Class A

45,613

12,190

-

-

57,517

Seattle Genetics, Inc.

-

22,039

-

-

17,415

Silicon Laboratories, Inc.

120,796

90,609

-

-

206,651

Sonic Solutions, Inc.

23,202

11,318

3,086

-

41,334

Strayer Education, Inc.

64,155

33,759

-

98

101,484

USI Holdings Corp.

28,097

16,564

-

-

51,541

Ultralife Batteries, Inc.

-

17,089

-

-

18,582

Vimpel Communications sponsored ADR

126,560

36,861

14,819

-

191,067

TOTALS

$ 4,050,408

$ 620,690

$ 254,875

$ 14,906

$ 4,537,776

Semiannual Report

Managing Your Investments

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

By Phone

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

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

(computer_graphic)Fidelity's Web Site
www.fidelity.com

* When you call the quotes line, please remember that a fund's yield and return will vary and, except for money market funds, share price will also vary. This means that you may have a gain or loss when you sell your shares. There is no assurance that money market funds will be able to maintain a stable $1 share price; an investment in a money market fund is not insured or guaranteed by the U.S. government. Total returns are historical and include changes in share price, reinvestment of dividends and capital gains, and the effects of any sales charges.

Semiannual Report

To Write Fidelity

We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

(letter_graphic)Making Changes
To Your Account

(such as changing name, address, bank, etc.)

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0002

(letter_graphic)For Non-Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

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

(letter_graphic)For Retirement
Accounts

Buying shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0003

Selling shares

Fidelity Investments
P.O. Box 770001
Cincinnati, OH 45277-0035

Overnight Express
Fidelity Investments
Attn: Distribution Services
100 Crosby Parkway - KC1H
Covington, KY 41015

General Correspondence

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

123 South Lake Avenue
Pasadena, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
West Palm Beach, FL

8065 Beneva Road
Sarasota, FL

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

Semiannual Report

Fidelity Brokerage Services, Inc., 100 Summer St., Boston, MA 02110 Member NYSE/SIPC

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

3518 Route 1 North
Princeton, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

1324 Polaris Parkway
Columbus, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

6005 West Park Boulevard
Plano, TX

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

Semiannual Report

Semiannual Report

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 Shareholder
Servicing Agent

Fidelity Service Company, Inc. Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

Fidelity's Growth Funds

Aggressive Growth Fund

Blue Chip Growth Fund

Blue Chip Value Fund

Capital Appreciation Fund

Contrafund®

Disciplined Equity Fund

Discovery Fund

Dividend Growth Fund

Export and Multinational Fund

Fidelity Fifty ®

Fidelity Value Discovery Fund

Focused Stock Fund

Growth Company Fund

Independence Fund

Large Cap Stock Fund

Leveraged Company Stock Fund

Low-Priced Stock Fund

Magellan® Fund

Mid-Cap Stock Fund

New Millennium Fund®

OTC Portfolio

Small Cap Independence Fund

Small Cap Stock Fund

Stock Selector

Structured Large Cap Growth Fund

Structured Large Cap Value Fund

Structured Mid Cap Growth Fund

Structured Mid Cap Value Fund

Tax Managed Stock Fund

Trend Fund

Value Fund

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

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

CON-USAN-0804
1.787777.101

Fidelity® Advisor

New Insights

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

Semiannual Report

June 30, 2004

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

3

Ned Johnson's message to shareholders.

Investment Changes

4

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

Investments

5

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

Financial Statements

21

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

Notes

30

Notes to the financial statements.

For a free copy of the fund's proxy voting guidelines call 1-800-544-8544, or visit the Securities and Exchange Commission (SEC)'s web site at www.sec.gov.

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.

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity Advisor fund, including charges and expenses, contact your investment professional for a free prospectus. Read it carefully before you invest or send money.

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Many of you have read or heard news stories recently that were critical of mutual funds and made allegations that the mutual fund industry has been less than forthright. I find these reports unsettling and not necessarily an accurate picture of the overall industry, and I would like you to know where we at Fidelity stand.

With specific regard to allegations that certain mutual fund companies were violating the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities, I want to say two things:

First, Fidelity does not have agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not to say that someone could not deceive the company through fraudulent acts. But I underscore that we have no so-called "agreements" which would permit this illegal practice.

Second, Fidelity has been on record for years opposing predatory short-term trading which adversely affects other shareholders in a mutual fund. In fact, in the 1980s, we began charging a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. What's more, several years ago we took the industry lead in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. It is reasonable to assume that another structure can be developed that would alter the system to make it much more difficult for predatory traders to operate. This, however, will only be achieved through close cooperation among regulators, legislators and the industry.

Certainly no industry is perfect, and there have been instances of unethical and illegal activity from time to time within the mutual fund industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. Clearly, every system can be improved. We 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. But we remain concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems.

For more than 57 years, Fidelity Investments 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. Many of them were family and friends. 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

Investment Changes

Top Ten Stocks as of June 30, 2004

% of fund's
net assets

% of fund's net assets
6 months ago

Yahoo!, Inc.

3.2

3.5

Genentech, Inc.

2.5

4.1

eBay, Inc.

1.8

2.2

Marvell Technology Group Ltd.

1.7

1.3

Nextel Communications, Inc. Class A

1.7

3.2

America Movil SA de CV sponsored ADR

1.6

1.1

Avon Products, Inc.

1.5

0.4

Berkshire Hathaway, Inc. Class A

1.4

1.8

Danaher Corp.

1.4

0.3

QUALCOMM, Inc.

1.3

2.0

18.1

Top Five Market Sectors as of June 30, 2004

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

19.4

23.6

Health Care

15.7

15.4

Consumer Discretionary

13.4

20.4

Energy

9.3

3.5

Industrials

6.7

5.7

Asset Allocation (% of fund's net assets)

As of June 30, 2004*

As of December 31, 2003**

Stocks 84.5%

Stocks 92.0%

Bonds 0.9%

Bonds 0.0%

Convertible
Securities 0.3%

Convertible
Securities 0.0%

Short-Term
Investments and
Net Other Assets 14.3%

Short-Term
Investments and
Net Other Assets 8.0%

* Foreign investments

17.9%

** Foreign investments

18.2%



Semiannual Report

Investments June 30, 2004 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 84.5%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 13.3%

Auto Components - 0.0%

LKQ Corp.

100

$ 1,853

Automobiles - 0.2%

Harley-Davidson, Inc.

5,300

328,282

Toyota Motor Corp.

10,600

432,586

760,868

Hotels, Restaurants & Leisure - 3.6%

Ameristar Casinos, Inc.

500

16,790

Boyd Gaming Corp.

16,000

425,120

Buffalo Wild Wings, Inc.

1,700

47,005

GTECH Holdings Corp.

3,900

180,609

Hilton Group PLC

41,270

207,239

International Game Technology

14,900

575,140

Kerzner International Ltd. (a)

5,400

256,824

Krispy Kreme Doughnuts, Inc. (a)

28,200

538,338

Lakes Entertainment, Inc. (a)

87,300

1,011,807

Life Time Fitness, Inc.

4,300

90,300

Outback Steakhouse, Inc.

6,700

277,112

Panera Bread Co. Class A (a)

19,300

692,484

Penn National Gaming, Inc. (a)

6,500

215,800

Red Robin Gourmet Burgers, Inc. (a)

14,900

407,813

Shuffle Master, Inc. (a)

32,800

1,190,968

Stanley Leisure PLC

16,400

124,947

Starbucks Corp. (a)

129,700

5,639,356

Station Casinos, Inc.

72,300

3,499,320

The Cheesecake Factory, Inc. (a)

14,800

588,892

William Hill PLC

18,500

186,470

Wynn Resorts Ltd. (a)

1,200

46,356

16,218,690

Household Durables - 0.8%

D.R. Horton, Inc.

44,600

1,266,640

Fortune Brands, Inc.

10,000

754,300

Harman International Industries, Inc.

8,100

737,100

LG Electronics, Inc.

4,970

235,908

Pulte Homes, Inc.

10,400

541,112

3,535,060

Internet & Catalog Retail - 1.8%

Blue Nile, Inc.

100

3,761

eBay, Inc. (a)

85,400

7,852,530

7,856,291

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - continued

Leisure Equipment & Products - 0.0%

RC2 Corp. (a)

2,200

$ 78,100

Media - 1.6%

Citadel Broadcasting Corp.

500

7,285

Getty Images, Inc. (a)

5,000

300,000

News Corp. Ltd. ADR

29,300

1,037,806

Pixar (a)

22,394

1,556,607

SBS Broadcasting SA (a)

16,400

503,644

Sogecable SA (a)

11,000

444,727

Spanish Broadcasting System, Inc. Class A (a)

25,400

236,474

The DIRECTV Group, Inc. (a)

42,300

723,330

Univision Communications, Inc. Class A (a)

14,500

462,985

Vivendi Universal SA sponsored ADR (a)

6,400

178,560

Washington Post Co. Class B

700

651,007

XM Satellite Radio Holdings, Inc. Class A (a)

40,600

1,107,974

7,210,399

Multiline Retail - 0.3%

99 Cents Only Stores (a)

1,800

27,450

JCPenney Co., Inc.

22,200

838,272

Neiman Marcus Group, Inc. Class A

12,100

673,365

1,539,087

Specialty Retail - 4.0%

AC Moore Arts & Crafts, Inc. (a)

3,700

101,787

Advance Auto Parts, Inc. (a)

22,100

976,378

America's Car Mart, Inc. (a)

600

18,018

AnnTaylor Stores Corp. (a)

78,150

2,264,787

Bakers Footwear Group, Inc.

15,000

151,500

Bed Bath & Beyond, Inc. (a)

21,000

807,450

Best Buy Co., Inc.

4,900

248,626

Cabela's, Inc. Class A

10,700

288,365

Chico's FAS, Inc. (a)

94,700

4,276,652

Dick's Sporting Goods, Inc. (a)

28,900

963,815

Guitar Center, Inc. (a)

6,600

293,502

Pacific Sunwear of California, Inc. (a)

30,600

598,842

PETCO Animal Supplies, Inc. (a)

7,200

231,912

PETsMART, Inc.

45,300

1,469,985

Regis Corp.

21,300

949,767

Signet Group PLC

86,648

180,506

Staples, Inc.

19,400

568,614

The Pep Boys - Manny, Moe & Jack

28,400

719,940

TJX Companies, Inc.

20,200

487,628

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Tweeter Home Entertainment Group, Inc. (a)

5,000

$ 27,000

United Auto Group, Inc.

1,600

49,040

Urban Outfitters, Inc. (a)

34,300

2,089,213

17,763,327

Textiles Apparel & Luxury Goods - 1.0%

Carter's, Inc.

5,500

160,105

Coach, Inc. (a)

55,400

2,503,526

Fossil, Inc. (a)

7,700

209,825

Hartmarx Corp. (a)

220,000

1,386,000

4,259,456

TOTAL CONSUMER DISCRETIONARY

59,223,131

CONSUMER STAPLES - 5.1%

Beverages - 0.5%

Coca-Cola Hellenic Bottling Co. SA (Bearer)

730

17,094

Corby Distilleries Ltd. Class A

20,000

989,430

Cott Corp. (a)

10,000

324,612

Cott Corp. (a)(c)

2,900

93,960

PepsiCo, Inc.

12,300

662,724

The Coca-Cola Co.

3,500

176,680

2,264,500

Food & Staples Retailing - 1.6%

Smart & Final, Inc. (a)

1,100

13,222

Sysco Corp.

98,400

3,529,608

Tesco PLC

42,085

203,866

The Pantry, Inc. (a)

30,000

654,000

United Natural Foods, Inc. (a)

34,500

997,395

Wal-Mart Stores, Inc.

1,500

79,140

Walgreen Co.

3,800

137,598

Whole Foods Market, Inc.

9,985

953,068

William Morrison Supermarkets PLC

94,500

398,455

6,966,352

Food Products - 0.7%

Hershey Foods Corp.

13,800

638,526

Kellogg Co.

30,600

1,280,610

Peet's Coffee & Tea, Inc. (a)

5,000

124,950

People's Food Holdings Ltd.

9,000

5,920

Smithfield Foods, Inc. (a)

15,800

464,520

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER STAPLES - continued

Food Products - continued

SunOpta, Inc. (a)

33,300

$ 285,593

Wm. Wrigley Jr. Co.

7,800

491,790

3,291,909

Household Products - 0.0%

Procter & Gamble Co.

2,800

152,432

Personal Products - 2.3%

Avon Products, Inc.

142,800

6,588,792

Gillette Co.

80,800

3,425,920

NBTY, Inc. (a)

800

23,512

10,038,224

TOTAL CONSUMER STAPLES

22,713,417

ENERGY - 9.3%

Energy Equipment & Services - 1.4%

BJ Services Co. (a)

12,200

559,248

Carbo Ceramics, Inc.

20,700

1,412,775

Offshore Logistics, Inc. (a)

30,100

846,412

Schlumberger Ltd. (NY Shares)

53,000

3,366,030

Smith International, Inc. (a)

3,100

172,856

6,357,321

Oil & Gas - 7.9%

Apache Corp.

21,200

923,260

Blackrock Ventures, Inc. (a)

164,600

930,418

BP PLC sponsored ADR

65,100

3,487,407

Burlington Resources, Inc.

43,300

1,566,594

Cabot Oil & Gas Corp. Class A

6,000

253,800

Chesapeake Energy Corp.

51,900

763,968

China Petroleum & Chemical Corp. sponsored ADR

6,800

251,260

Comstock Resources, Inc. (a)

8,000

155,680

ConocoPhillips

2,500

190,725

Denbury Resources, Inc. (a)

8,900

186,455

Devon Energy Corp.

1,100

72,600

EnCana Corp.

62,600

2,704,110

Encore Acquisition Co. (a)

9,900

276,210

ENI Spa sponsored ADR

4,500

451,530

EOG Resources, Inc.

7,100

423,941

Evergreen Resources, Inc. (a)

4,200

169,680

Exxon Mobil Corp.

73,800

3,277,458

Houston Exploration Co. (a)

12,000

622,080

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - continued

Magnum Hunter Resources, Inc. (a)

4,500

$ 46,710

Murphy Oil Corp.

63,600

4,687,320

Newfield Exploration Co. (a)

8,500

473,790

Occidental Petroleum Corp.

14,400

697,104

Patina Oil & Gas Corp.

11,700

349,479

PetroKazakhstan, Inc. Class A

13,800

374,821

Pioneer Natural Resources Co.

16,000

561,280

Premcor, Inc. (a)

72,600

2,722,500

Prima Energy Corp. (a)

1,300

51,441

Quicksilver Resources, Inc. (a)

18,700

1,254,209

Talisman Energy, Inc.

17,400

379,594

Total SA sponsored ADR

22,000

2,113,760

Tsakos Energy Navigation Ltd.

5,500

186,780

Valero Energy Corp.

4,600

339,296

Vintage Petroleum, Inc.

900

15,273

XTO Energy, Inc.

132,100

3,935,259

34,895,792

TOTAL ENERGY

41,253,113

FINANCIALS - 6.3%

Capital Markets - 0.3%

Goldman Sachs Group, Inc.

600

56,496

Lehman Brothers Holdings, Inc.

11,700

880,425

UBS AG (NY Shares)

3,600

255,816

1,192,737

Commercial Banks - 0.9%

Bank One Corp.

18,700

953,700

Banknorth Group, Inc.

25,500

828,240

East West Bancorp, Inc.

10,600

325,420

HSBC Holdings PLC sponsored ADR

1,300

97,383

PrivateBancorp, Inc.

1,000

27,460

Texas Regional Bancshares, Inc. Class A

1,500

68,865

UCBH Holdings, Inc.

10,600

418,912

Wells Fargo & Co.

3,000

171,690

Westcorp

19,200

872,640

Wintrust Financial Corp.

3,200

161,632

3,925,942

Consumer Finance - 0.1%

MBNA Corp.

14,000

361,060

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Diversified Financial Services - 0.1%

Brascan Corp. Class A (ltd. vtg.)

17,250

$ 483,916

Insurance - 4.3%

ACE Ltd.

7,400

312,872

AFLAC, Inc.

24,300

991,683

Allstate Corp.

4,700

218,785

American International Group, Inc.

51,500

3,670,920

Assurant, Inc.

64,700

1,706,786

Axis Capital Holdings Ltd.

1,700

47,600

Berkshire Hathaway, Inc. Class A (a)

69

6,137,550

Brown & Brown, Inc.

3,300

142,230

Endurance Specialty Holdings Ltd.

16,700

581,160

Everest Re Group Ltd.

10,900

875,924

Great-West Lifeco, Inc.

3,300

119,244

HCC Insurance Holdings, Inc.

40,100

1,339,741

Infinity Property & Casualty Corp.

4,800

158,400

Mercury General Corp.

4,900

243,285

MetLife, Inc.

5,600

200,760

Montpelier Re Holdings Ltd.

9,700

339,015

Penn-America Group, Inc.

200

2,800

ProAssurance Corp. (a)

5,000

170,550

UICI (a)

1,900

45,239

USI Holdings Corp. (a)

60,500

955,900

W.R. Berkley Corp.

15,100

648,545

White Mountains Insurance Group Ltd.

400

204,000

Willis Group Holdings Ltd.

6,900

258,405

19,371,394

Real Estate - 0.1%

CBL & Associates Properties, Inc.

6,000

330,000

The Rouse Co.

2,800

133,000

463,000

Thrifts & Mortgage Finance - 0.5%

Countrywide Financial Corp.

5,350

375,838

Golden West Financial Corp., Delaware

18,800

1,999,380

New York Community Bancorp, Inc.

6,733

132,169

W Holding Co., Inc.

800

13,736

2,521,123

TOTAL FINANCIALS

28,319,172

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - 15.7%

Biotechnology - 4.4%

Affymetrix, Inc. (a)

10,300

$ 337,119

Biogen Idec, Inc. (a)

35,200

2,226,400

Connetics Corp. (a)

10,900

220,180

Dyax Corp. (a)

2,100

24,675

Gen-Probe, Inc. (a)

24,700

1,168,804

Genentech, Inc. (a)

195,900

11,009,580

Gilead Sciences, Inc. (a)

19,200

1,286,400

IDEXX Laboratories, Inc. (a)

15,100

950,394

Keryx Biopharmaceuticals, Inc. (a)

10,700

135,462

Ligand Pharmaceuticals, Inc. Class B (a)

13,500

234,630

Martek Biosciences (a)

6,900

387,573

ONYX Pharmaceuticals, Inc. (a)

2,200

93,192

Pharmion Corp.

22,300

1,090,916

Seattle Genetics, Inc. (a)

25,800

181,374

Serologicals Corp. (a)

1,000

19,990

19,366,689

Health Care Equipment & Supplies - 5.4%

Advanced Medical Optics, Inc. (a)

15,600

664,092

Advanced Neuromodulation Systems, Inc. (a)

14,100

462,480

Alcon, Inc.

44,500

3,499,925

American Medical Systems Holdings, Inc. (a)

1,000

33,700

Animas Corp.

100

1,865

Apogent Technologies, Inc. (a)

23,400

748,800

Bio-Rad Laboratories, Inc. Class A (a)

800

47,088

Boston Scientific Corp. (a)

45,000

1,926,000

C.R. Bard, Inc.

18,400

1,042,360

Cooper Companies, Inc.

7,300

461,141

Cyberonics, Inc. (a)

2,200

73,392

Dade Behring Holdings, Inc. (a)

200

9,504

DENTSPLY International, Inc.

36,600

1,906,860

Epix Medical, Inc. (a)

10,100

213,110

Fisher Scientific International, Inc. (a)

13,500

779,625

Given Imaging Ltd. (a)

2,000

70,820

Immucor, Inc. (a)

40,000

1,302,000

Integra LifeSciences Holdings Corp. (a)

7,400

260,998

IRIS International, Inc. (a)

400,000

3,020,000

Kensey Nash Corp. (a)

5,300

182,850

Kinetic Concepts, Inc.

3,600

179,640

Kyphon, Inc. (a)

4,600

129,628

Medtronic, Inc.

3,500

170,520

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

Nobel Biocare Holding AG (Switzerland)

1,037

$ 162,680

Phonak Holding AG

2,576

80,307

Smith & Nephew PLC

317,847

3,513,481

St. Jude Medical, Inc. (a)

10,600

801,890

Stryker Corp.

34,200

1,881,000

Synthes, Inc.

4,360

498,151

24,123,907

Health Care Providers & Services - 3.7%

Aetna, Inc.

55,200

4,692,000

Anthem, Inc. (a)

1,900

170,164

Caremark Rx, Inc. (a)

74,300

2,447,442

DaVita, Inc. (a)

1,500

46,245

eResearchTechnology, Inc. (a)

16,200

453,600

ICON PLC sponsored ADR (a)

800

35,192

Inveresk Research Group, Inc. (a)

1,400

43,176

Matria Healthcare, Inc. (a)

1,600

40,112

Molina Healthcare, Inc.

600

22,908

Omnicare, Inc.

6,700

286,827

Patterson Dental Co. (a)

63,300

4,841,817

Pediatrix Medical Group, Inc. (a)

5,000

349,250

ProxyMed, Inc. (a)

300

5,058

UnitedHealth Group, Inc.

45,414

2,827,022

VCA Antech, Inc. (a)

200

8,964

WebMD Corp. (a)

5,300

49,396

WellPoint Health Networks, Inc. (a)

2,000

224,020

16,543,193

Pharmaceuticals - 2.2%

Atherogenics, Inc. (a)

12,100

230,263

Atrix Laboratories, Inc. (a)

5,500

188,540

Bentley Pharmaceuticals, Inc. (a)

300

4,122

Cypress Bioscience, Inc. (a)

16,000

219,680

Elan Corp. PLC sponsored ADR (a)

87,200

2,157,328

Endo Pharmaceuticals Holdings, Inc. (a)

700

16,415

Eon Labs, Inc. (a)

3,400

139,162

IVAX Corp. (a)

17,500

419,825

Kos Pharmaceuticals, Inc. (a)

26,700

880,299

MGI Pharma, Inc. (a)

3,000

81,030

Nektar Therapeutics (a)

2,900

57,884

Novo Nordisk AS Series B

54,400

2,807,575

Roche Holding AG (participation certificate)

18,922

1,877,964

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Pharmaceuticals - continued

Schering-Plough Corp.

23,500

$ 434,280

Teva Pharmaceutical Industries Ltd. sponsored ADR

6,000

403,740

9,918,107

TOTAL HEALTH CARE

69,951,896

INDUSTRIALS - 6.7%

Aerospace & Defense - 0.0%

Precision Castparts Corp.

4,100

224,229

Air Freight & Logistics - 0.5%

C.H. Robinson Worldwide, Inc.

700

32,088

Dynamex, Inc. (a)

2,300

31,993

Expeditors International of Washington, Inc.

1,500

74,115

United Parcel Service, Inc. Class B

28,700

2,157,379

2,295,575

Airlines - 0.3%

Southwest Airlines Co.

87,300

1,464,021

Building Products - 0.5%

Lennox International, Inc.

11,100

200,910

Masco Corp.

53,500

1,668,130

Quixote Corp.

9,500

190,475

2,059,515

Commercial Services & Supplies - 1.9%

Apollo Group, Inc. Class A (a)

28,900

2,551,581

Aramark Corp. Class B

21,600

621,216

Copart, Inc. (a)

38,100

1,017,270

Education Management Corp. (a)

39,100

1,284,826

R.R. Donnelley & Sons Co.

25,000

825,500

Resources Connection, Inc. (a)

10,100

395,011

Robert Half International, Inc.

20,300

604,331

Strayer Education, Inc.

10,146

1,131,989

Universal Technical Institute, Inc.

3,500

139,895

8,571,619

Construction & Engineering - 0.0%

Perini Corp. (a)

9,000

96,030

Electrical Equipment - 0.8%

Cooper Industries Ltd. Class A

27,900

1,657,539

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Electrical Equipment - continued

Roper Industries, Inc.

24,000

$ 1,365,600

Ultralife Batteries, Inc. (a)

22,200

429,792

3,452,931

Industrial Conglomerates - 0.4%

3M Co.

17,200

1,548,172

Hutchison Whampoa Ltd.

34,000

232,121

1,780,293

Machinery - 2.1%

Astec Industries, Inc. (a)

2,867

53,986

Danaher Corp.

116,800

6,056,080

Deere & Co.

4,700

329,658

IDEX Corp.

1,650

56,678

Illinois Tool Works, Inc.

4,800

460,272

Ingersoll-Rand Co. Ltd. Class A

1,200

81,972

Joy Global, Inc.

14,400

431,136

Oshkosh Truck Co.

4,100

234,971

PACCAR, Inc.

17,850

1,035,122

Volvo AB ADR

12,100

423,633

9,163,508

Road & Rail - 0.2%

Dollar Thrifty Automotive Group, Inc. (a)

200

5,488

Knight Transportation, Inc. (a)

447

12,842

Landstar System, Inc. (a)

12,900

682,023

700,353

Trading Companies & Distributors - 0.0%

Fastenal Co.

3,000

170,490

TOTAL INDUSTRIALS

29,978,564

INFORMATION TECHNOLOGY - 19.4%

Communications Equipment - 3.6%

Comverse Technology, Inc. (a)

21,000

418,740

Ditech Communications Corp. (a)

6,100

142,374

Harris Corp.

33,300

1,689,975

Juniper Networks, Inc. (a)

5,781

142,039

Motorola, Inc.

282,200

5,150,150

Plantronics, Inc. (a)

4,400

185,240

QUALCOMM, Inc.

78,900

5,758,122

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Research in Motion Ltd. (a)

35,700

$ 2,442,181

Scientific-Atlanta, Inc.

4,300

148,350

16,077,171

Computers & Peripherals - 0.6%

Apple Computer, Inc. (a)

25,100

816,754

Dell, Inc. (a)

23,100

827,442

PalmOne, Inc. (a)

17,600

611,952

Synaptics, Inc. (a)

21,800

417,470

2,673,618

Electronic Equipment & Instruments - 0.8%

Agilent Technologies, Inc. (a)

2,700

79,056

Amphenol Corp. Class A (a)

4,600

153,272

AU Optronics Corp. sponsored ADR

1,600

26,144

Benchmark Electronics, Inc. (a)

1,100

32,010

Dionex Corp. (a)

600

33,102

FARO Technologies, Inc. (a)

1,800

46,206

Flir Systems, Inc. (a)

15,691

861,436

Hon Hai Precision Industries Co. Ltd.

27,000

100,536

Molex, Inc.

5,000

160,400

National Instruments Corp.

9,600

294,240

Sigmatron International, Inc. (a)

4,100

51,127

Thermo Electron Corp. (a)

13,000

399,620

Waters Corp. (a)

31,100

1,485,958

3,723,107

Internet Software & Services - 4.1%

Akamai Technologies, Inc. (a)

26,600

477,470

Blue Coat Systems, Inc. (a)

5,300

177,497

CNET Networks, Inc. (a)

12,300

136,161

InfoSpace, Inc. (a)

7,900

300,516

iVillage, Inc. (a)

4,200

26,670

j2 Global Communications, Inc. (a)

4,500

125,100

Lastminute.com PLC (a)

34,600

113,627

Open Text Corp. (a)

34,800

1,113,997

Opsware, Inc. (a)

2,600

20,592

Sina Corp. (a)

30,500

1,006,195

Websense, Inc. (a)

12,743

474,422

Yahoo!, Inc. (a)

390,000

14,168,697

18,140,944

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

IT Services - 2.5%

Accenture Ltd. Class A (a)

7,600

$ 208,848

Alliance Data Systems Corp. (a)

63,200

2,670,200

Anteon International Corp. (a)

39,600

1,291,752

Cognizant Technology Solutions Corp. Class A (a)

51,614

1,311,512

CSG Systems International, Inc. (a)

20,000

414,000

Infosys Technologies Ltd. sponsored ADR

31,400

2,912,978

iPayment, Inc.

2,800

114,800

SRA International, Inc. Class A (a)

51,400

2,175,248

The BISYS Group, Inc. (a)

1,500

21,090

11,120,428

Office Electronics - 0.1%

Zebra Technologies Corp. Class A (a)

3,100

269,700

Semiconductors & Semiconductor Equipment - 5.9%

Analog Devices, Inc.

85,700

4,034,756

ATI Technologies, Inc. (a)

20,300

382,898

Cree, Inc. (a)

24,500

570,360

International Rectifier Corp. (a)

91,800

3,802,356

Marvell Technology Group Ltd. (a)

285,600

7,625,520

Microchip Technology, Inc.

16,900

533,026

National Semiconductor Corp. (a)

19,100

420,009

O2Micro International Ltd. (a)

3,000

51,090

Pixelworks, Inc. (a)

8,900

136,348

Samsung Electronics Co. Ltd.

11,576

4,782,809

Sigmatel, Inc.

5,100

148,206

Silicon Laboratories, Inc. (a)

87,200

4,041,720

Trident Microsystems, Inc. (a)

300

3,363

Tundra Semiconductor Corp. Ltd. (a)(c)

1,000

17,055

26,549,516

Software - 1.8%

Activision, Inc. (a)

9,800

155,820

Adobe Systems, Inc.

20,400

948,600

Altiris, Inc. (a)

25,600

706,816

Autodesk, Inc.

40,400

1,729,524

FileNET Corp. (a)

3,800

119,966

Macrovision Corp. (a)

1,000

25,030

Merge Technologies, Inc. (a)

17,300

253,099

Microsoft Corp.

12,800

365,568

Quality Systems, Inc. (a)

6,200

304,358

Red Hat, Inc. (a)

42,500

976,225

SAP AG sponsored ADR

4,800

200,688

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Software - continued

Sonic Solutions, Inc. (a)

26,500

$ 563,125

Symantec Corp. (a)

40,100

1,755,578

Ultimate Software Group, Inc. (a)

396

4,000

VERITAS Software Corp. (a)

700

19,390

8,127,787

TOTAL INFORMATION TECHNOLOGY

86,682,271

MATERIALS - 2.7%

Chemicals - 0.6%

Methanex Corp.

47,500

630,295

Potash Corp. of Saskatchewan

16,100

1,549,771

The Scotts Co. Class A (a)

7,000

447,160

2,627,226

Construction Materials - 0.0%

Florida Rock Industries, Inc.

2,050

86,449

Containers & Packaging - 0.1%

Ball Corp.

7,300

525,965

Metals & Mining - 2.0%

Aber Diamond Corp. (a)

1,900

56,477

Anglo American PLC ADR

1,400

29,218

Apex Silver Mines Ltd. (a)

10,200

173,910

Compania de Minas Buenaventura SA sponsored ADR

13,600

300,560

First Quantum Minerals Ltd. (a)

155,400

1,648,482

Freeport-McMoRan Copper & Gold, Inc. Class B

1,500

49,725

Gabriel Resources Ltd. (a)

157,300

152,123

Glamis Gold Ltd. (a)

180,200

3,167,921

Goldcorp, Inc.

19,000

221,778

International Steel Group, Inc.

21,300

633,675

Ivanhoe Mines Ltd. (a)

21,900

118,210

Ivanhoe Mines Ltd. warrants 12/19/05 (a)

300

225

Newmont Mining Corp.

24,600

953,496

Novagold Resources, Inc. (a)

122,400

566,165

Nucor Corp.

8,100

621,756

8,693,721

TOTAL MATERIALS

11,933,361

Common Stocks - continued

Shares

Value (Note 1)

TELECOMMUNICATION SERVICES - 5.8%

Diversified Telecommunication Services - 0.0%

PT Indosat Tbk sponsored ADR

4,100

$ 86,920

Wireless Telecommunication Services - 5.8%

America Movil SA de CV sponsored ADR

198,400

7,215,808

mmO2 PLC (a)

105,200

177,524

Mobile TeleSystems OJSC sponsored ADR

200

24,400

Nextel Communications, Inc. Class A (a)

276,600

7,374,156

Nextel Partners, Inc. Class A (a)

330,800

5,266,336

NII Holdings, Inc. (a)

103,700

3,493,653

Telesystem International Wireless, Inc. (a)

25,400

250,020

Vimpel Communications sponsored ADR (a)

900

86,805

Vodafone Group PLC sponsored ADR

57,000

1,259,700

Western Wireless Corp. Class A (a)

19,500

563,745

25,712,147

TOTAL TELECOMMUNICATION SERVICES

25,799,067

UTILITIES - 0.2%

Electric Utilities - 0.1%

Entergy Corp.

3,500

196,035

Exelon Corp.

5,700

189,753

PG&E Corp. (a)

6,800

189,992

575,780

Multi-Utilities & Unregulated Power - 0.1%

AES Corp. (a)

21,200

210,516

TOTAL UTILITIES

786,296

TOTAL COMMON STOCKS

(Cost $340,125,417)

376,640,288

Convertible Preferred Stocks - 0.1%

UTILITIES - 0.1%

Electric Utilities - 0.1%

TXU Corp. 8.75%

5,400

255,825

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $228,744)

255,825

Convertible Bonds - 0.2%

Principal Amount

Value
(Note 1)

CONSUMER DISCRETIONARY - 0.1%

Leisure Equipment & Products - 0.1%

Eastman Kodak Co. 3.375% 10/15/33

$ 350,000

$ 386,106

FINANCIALS - 0.1%

Diversified Financial Services - 0.1%

Tyco International Group SA yankee 3.125% 1/15/23

250,000

404,275

UTILITIES - 0.0%

Multi-Utilities & Unregulated Power - 0.0%

AES Corp. 4.5% 8/15/05

180,000

178,330

TOTAL CONVERTIBLE BONDS

(Cost $931,800)

968,711

U.S. Treasury Obligations - 0.9%

U.S. Treasury Notes:

4.25% 8/15/13

1,660,000

1,620,446

4.25% 11/15/13

1,650,000

1,605,978

4.75% 5/15/14

600,000

606,258

TOTAL U.S. TREASURY OBLIGATIONS

(Cost $3,819,486)

3,832,682

Money Market Funds - 13.1%

Shares

Fidelity Cash Central Fund, 1.16% (b)

52,441,234

52,441,234

Fidelity Securities Lending Cash Central Fund, 1.18% (b)

6,080,450

6,080,450

TOTAL MONEY MARKET FUNDS

(Cost $58,521,684)

58,521,684

TOTAL INVESTMENT PORTFOLIO - 98.8%

(Cost $403,627,131)

440,219,190

NET OTHER ASSETS - 1.2%

5,554,098

NET ASSETS - 100%

$ 445,773,288

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 fiscal year end is available upon request.

(c) 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 $111,015 or 0.0% of net assets.

Other Information

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

United States of America

82.1%

Canada

4.4%

Bermuda

2.8%

United Kingdom

2.1%

Mexico

1.6%

Switzerland

1.3%

Korea (South)

1.1%

Others (individually less than 1%)

4.6%

100.0%

Purchases and sales of securities, other than short-term securities, aggregated $334,576,091 and $158,098,807, respectively.

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 $17,263 for the period.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

June 30, 2004 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $6,083,456) (cost $403,627,131) - See accompanying schedule

$ 440,219,190

Foreign currency held at value (cost $ 879,961)

870,393

Receivable for investments sold

9,536,241

Receivable for fund shares sold

12,426,115

Dividends receivable

156,756

Interest receivable

109,196

Prepaid expenses

7,895

Other receivables

43,075

Total assets

463,368,861

Liabilities

Payable for investments purchased

$ 10,670,799

Payable for fund shares redeemed

323,557

Accrued management fee

194,667

Distribution fees payable

198,430

Other affiliated payables

92,591

Other payables and accrued expenses

35,079

Collateral on securities loaned, at value

6,080,450

Total liabilities

17,595,573

Net Assets

$ 445,773,288

Net Assets consist of:

Paid in capital

$ 409,681,872

Accumulated net investment loss

(1,780,078)

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

1,288,904

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

36,582,590

Net Assets

$ 445,773,288

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

June 30, 2004 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value and redemption price per share ($88,695,736 ÷ 6,979,117 shares)

$ 12.71

Maximum offering price per share (100/94.25 of $12.71)

$ 13.49

Class T:
Net Asset Value and redemption price per share ($137,206,923 ÷ 10,811,061 shares)

$ 12.69

Maximum offering price per share (100/96.50 of $12.69)

$ 13.15

Class B:
Net Asset Value and offering price per share ($58,034,443 ÷ 4,593,713 shares) A

$ 12.63

Class C:
Net Asset Value and offering price per share ($110,542,950 ÷ 8,751,295 shares) A

$ 12.63

Institutional Class:
Net Asset Value, offering price and redemption price per share ($51,293,236 ÷ 4,026,109 shares)

$ 12.74

A Redemption 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

Six months ended June 30, 2004 (Unaudited)

Investment Income

Dividends

$ 771,344

Interest

247,866

Security lending

19,622

Total income

1,038,832

Expenses

Management fee

$ 898,124

Transfer agent fees

397,062

Distribution fees

923,418

Accounting and security lending fees

64,862

Non-interested trustees' compensation

623

Custodian fees and expenses

46,755

Registration fees

117,349

Audit

12,871

Legal

4,764

Miscellaneous

226

Total expenses before reductions

2,466,054

Expense reductions

(78,742)

2,387,312

Net investment income (loss)

(1,348,480)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

1,553,255

Foreign currency transactions

(37,052)

Total net realized gain (loss)

1,516,203

Change in net unrealized appreciation (depreciation) on:

Investment securities

21,441,512

Assets and liabilities in foreign currencies

(9,544)

Total change in net unrealized appreciation (depreciation)

21,431,968

Net gain (loss)

22,948,171

Net increase (decrease) in net assets resulting from operations

$ 21,599,691

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Six months ended
June 30, 2004
(Unaudited)

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

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ (1,348,480)

$ (451,550)

Net realized gain (loss)

1,516,203

414,114

Change in net unrealized appreciation
(depreciation)

21,431,968

15,150,622

Net increase (decrease) in net assets resulting
from operations

21,599,691

15,113,186

Distributions to shareholders from net investment income

(206,475)

(334,230)

Distributions to shareholders from net realized gain

-

(80,756)

Total distributions

(206,475)

(414,986)

Share transactions - net increase (decrease)

226,370,519

183,311,353

Total increase (decrease) in net assets

247,763,735

198,009,553

Net Assets

Beginning of period

198,009,553

-

End of period (including accumulated net investment loss of $1,780,078 and accumulated net investment loss of $225,138, respectively)

$ 445,773,288

$ 198,009,553

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

Semiannual Report

Financial Highlights - Class A

Six months ended
June 30, 2004

Year ended
December 31,

(Unaudited)

2003 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.79

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.03)

(.04)

Net realized and unrealized gain (loss)

.96

1.87

Total from investment operations

.93

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

$ 12.71

$ 11.79

Total Return B, C, D

7.89%

18.23%

Ratios to Average Net Assets G

Expenses before expense reductions

1.26% A

1.39% A

Expenses net of voluntary waivers, if any

1.26% A

1.39% A

Expenses net of all reductions

1.21% A

1.28% A

Net investment income (loss)

(.54)% A

(.81)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 88,696

$ 37,296

Portfolio turnover rate

115% A

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, 2004

Year ended
December 31,

(Unaudited)

2003 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.78

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.05)

(.05)

Net realized and unrealized gain (loss)

.97

1.86

Total from investment operations

.92

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

$ 12.69

$ 11.78

Total Return B, C, D

7.81%

18.08%

Ratios to Average Net Assets G

Expenses before expense reductions

1.48% A

1.62% A

Expenses net of voluntary waivers, if any

1.48% A

1.62% A

Expenses net of all reductions

1.43% A

1.51% A

Net investment income (loss)

(.76)% A

(1.04)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 137,207

$ 61,997

Portfolio turnover rate

115% A

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 B

Six months ended
June 30, 2004

Year ended
December 31,

(Unaudited)

2003 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.76

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.08)

(.07)

Net realized and unrealized gain (loss)

.96

1.85

Total from investment operations

.88

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

$ 12.63

$ 11.76

Total Return B, C, D

7.49%

17.75%

Ratios to Average Net Assets G

Expenses before expense reductions

2.05% A

2.19% A

Expenses net of voluntary waivers, if any

2.05% A

2.19% A

Expenses net of all reductions

2.00% A

2.08% A

Net investment income (loss)

(1.34)% A

(1.61)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 58,034

$ 26,936

Portfolio turnover rate

115% A

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.

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 C

Six months ended
June 30, 2004

Year ended
December 31,

(Unaudited)

2003 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.76

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.08)

(.07)

Net realized and unrealized gain (loss)

.96

1.85

Total from investment operations

.88

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

$ 12.63

$ 11.76

Total Return B, C, D

7.49%

17.77%

Ratios to Average Net Assets G

Expenses before expense reductions

1.98% A

2.14% A

Expenses net of voluntary waivers, if any

1.98% A

2.14% A

Expenses net of all reductions

1.93% A

2.03% A

Net investment income (loss)

(1.27)% A

(1.55)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 110,543

$ 48,669

Portfolio turnover rate

115% A

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.

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 - Institutional Class

Six months ended
June 30, 2004

Year ended
December 31,

(Unaudited)

2003 E

Selected Per-Share Data

Net asset value, beginning of period

$ 11.79

$ 10.00

Income from Investment Operations

Net investment income (loss) D

(.01)

(.02)

Net realized and unrealized gain (loss)

.97

1.86

Total from investment operations

.96

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

$ 12.74

$ 11.79

Total Return B, C

8.15%

18.31%

Ratios to Average Net Assets F

Expenses before expense reductions

.89% A

1.07% A

Expenses net of voluntary waivers, if any

.89% A

1.07% A

Expenses net of all reductions

.84% A

.96% A

Net investment income (loss)

(.18)% A

(.49)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 51,293

$ 23,112

Portfolio turnover rate

115% A

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, 2004 (Unaudited)

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

Notes to Financial Statements (Unaudited) - continued

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 nontaxable distributions or capital gain distributions for income tax purposes. 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 the funds 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 each 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

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) and losses deferred due to wash sales and excise tax regulations.

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

Unrealized appreciation

$ 43,847,050

Unrealized depreciation

(7,777,739)

Net unrealized appreciation (depreciation)

$ 36,069,311

Cost for federal income tax purposes

$ 404,149,879

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. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. The fund may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations and corporate obligations. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Collateral is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

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.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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 .28% 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. For the period, the total annualized management fee rate was .57% of the fund's average net assets.

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%

$ 71,555

$ 53

Class T

.25%

.25%

243,874

33,240

Class B

.75%

.25%

212,015

159,106

Class C

.75%

.25%

395,974

340,283

$ 923,418

$ 532,682

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

$ 154,297

Class T

49,389

Class B*

27,215

Class C*

11,585

$ 242,486

* 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.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

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

$ 79,696

.28

Class T

119,920

.25

Class B

69,049

.32

Class C

99,980

.25

Institutional Class

28,417

.16

$ 397,062

* Annualized

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 Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $219,599 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 are shown under the caption "Other Information" at the end of the fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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 participating 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 cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

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 $77,986 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 expenses by $756.

8. Other Information.

At the end of the period, two otherwise unaffiliated shareholders were the owners of record of 28% of the total outstanding shares of the fund.

Semiannual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30,
2004

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

From net investment income

Class A

$ 37,579

$ 86,217

Class T

64,123

115,237

Class B

28,149

22,248

Class C

52,499

48,917

Institutional Class

24,125

61,611

Total

$ 206,475

$ 334,230

From net realized gain

Class A

$ -

$ 15,396

Class T

-

25,052

Class B

-

11,124

Class C

-

20,382

Institutional Class

-

8,802

Total

$ -

$ 80,756

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
June 30,
2004

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

Six months ended
June 30,
2004

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

Class A

Shares sold

4,263,283

3,325,916

$ 52,803,173

$ 36,472,035

Reinvestment of distributions

2,600

7,212

31,808

83,877

Shares redeemed

(449,971)

(169,923)

(5,516,590)

(1,927,043)

Net increase (decrease)

3,815,912

3,163,205

$ 47,318,391

$ 34,628,869

Class T

Shares sold

5,923,972

5,440,874

$ 72,990,403

$ 59,499,322

Reinvestment of distributions

4,793

11,278

58,625

131,049

Shares redeemed

(379,073)

(190,783)

(4,629,523)

(2,152,963)

Net increase (decrease)

5,549,692

5,261,369

$ 68,419,505

$ 57,477,408

Class B

Shares sold

2,424,804

2,417,898

$ 29,817,868

$ 26,564,025

Reinvestment of distributions

1,577

1,921

19,259

22,287

Shares redeemed

(122,311)

(130,176)

(1,502,225)

(1,477,650)

Net increase (decrease)

2,304,070

2,289,643

$ 28,334,902

$ 25,108,662

Class C

Shares sold

4,846,130

4,280,867

$ 59,475,824

$ 46,868,653

Reinvestment of distributions

2,872

3,932

35,038

45,610

Shares redeemed

(236,763)

(145,743)

(2,897,072)

(1,655,531)

Net increase (decrease)

4,612,239

4,139,056

$ 56,613,790

$ 45,258,732

Institutional Class

Shares sold

2,109,429

2,064,833

$ 26,217,352

$ 22,042,780

Reinvestment of distributions

912

2,785

11,178

32,385

Shares redeemed

(43,961)

(107,889)

(544,599)

(1,237,483)

Net increase (decrease)

2,066,380

1,959,729

$ 25,683,931

$ 20,837,682

Semiannual Report

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 Shareholder
Servicing Agent

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

Semiannual Report

Fidelity Advisor Aggressive Growth Fund

Fidelity Advisor Asset Allocation Fund

Fidelity Advisor Balanced Fund

Fidelity Advisor Biotechnology Fund

Fidelity Advisor California Municipal Income Fund

Fidelity Advisor Consumer Industries Fund

Fidelity Advisor Cyclical Industries Fund

Fidelity Advisor Developing Communications Fund

Fidelity Advisor Diversified International Fund

Fidelity Advisor Dividend Growth Fund

Fidelity Advisor Dynamic Capital
Appreciation Fund

Fidelity Advisor Electronics Fund

Fidelity Advisor Emerging Asia Fund

Fidelity Advisor Emerging Markets Fund

Fidelity Advisor Emerging Markets Income Fund

Fidelity Advisor Equity Growth Fund

Fidelity Advisor Equity Income Fund

Fidelity Advisor Equity Value Fund

Fidelity Advisor Europe Capital
Appreciation Fund

Fidelity Advisor Fifty Fund

Fidelity Advisor Financial Services Fund

Fidelity Advisor Floating Rate High Income Fund

Fidelity Advisor Freedom Income, 2005, 2010, 2015, 2020, 2025, 2030, 2035, 2040 FundsSM

Fidelity Advisor Global Equity Fund

Fidelity Advisor Government Investment Fund

Fidelity Advisor Growth & Income Fund

Fidelity Advisor Growth Opportunities Fund

Fidelity Advisor Health Care Fund

Fidelity Advisor High Income Advantage Fund

Fidelity Advisor High Income Fund

Fidelity Advisor Inflation-Protected Bond Fund

Fidelity Advisor Intermediate Bond Fund

Fidelity Advisor International Capital Appreciation Fund

Fidelity Advisor International
Small Cap Fund

Fidelity Advisor Investment Grade Bond Fund

Fidelity Advisor Japan Fund

Fidelity Advisor Korea Fund

Fidelity Advisor Large Cap Fund

Fidelity Advisor Latin America Fund

Fidelity Advisor Leveraged Company Stock Fund

Fidelity Advisor Mid Cap Fund

Fidelity Advisor Mortgage Securities Fund

Fidelity Advisor Municipal Income Fund

Fidelity Advisor Natural Resources Fund

Fidelity Advisor New Insights Fund

Fidelity Advisor New York Municipal
Income Fund

Fidelity Advisor Overseas Fund

Fidelity Advisor Real Estate Fund

Fidelity Advisor Short Fixed-Income Fund

Fidelity Advisor Short Intermediate Municipal Income Fund

Fidelity Advisor Small Cap Fund

Fidelity Advisor Strategic Dividend &
Income Fund

Fidelity Advisor Strategic Growth Fund

Fidelity Advisor Strategic Income Fund

Fidelity Advisor Tax Managed Stock Fund

Fidelity Advisor Technology Fund

Fidelity Advisor Telecommunications &
Utilities Growth Fund

Fidelity Advisor Total Bond Fund

Fidelity Advisor Ultra-Short Bond Fund

Fidelity Advisor Value Fund

Fidelity Advisor Value Leaders Fund

Fidelity Advisor Value Strategies Fund

Prime Fund

Tax-Exempt Fund

Treasury Fund

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

ANIF-USAN-0804
1.803541.100

Fidelity® Advisor

New Insights

Fund - Institutional Class

Semiannual Report

June 30, 2004

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

3

Ned Johnson's message to shareholders.

Investment Changes

4

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

Investments

5

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

Financial Statements

21

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

Notes

30

Notes to the financial statements.

For a free copy of the fund's proxy voting guidelines call 1-800-544-8544, or visit the Securities and Exchange Commission (SEC)'s web site at www.sec.gov.

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.

(Recycle graphic)   This report is printed on recycled paper using soy-based inks.

This report and the financial statements contained herein are submitted for the general information of the shareholders of the fund. This report is not authorized for distribution to prospective investors in the fund unless preceded or accompanied by an effective prospectus.

Mutual fund shares are not deposits or obligations of, or guaranteed by, any depository institution. Shares are not insured by the FDIC, Federal Reserve Board or any other agency, and are subject to investment risks, including possible loss of principal amount invested.

Neither the fund nor Fidelity Distributors Corporation is a bank.

For more information on any Fidelity Advisor fund, including charges and expenses, contact your investment professional for a free prospectus. Read it carefully before you invest or send money.

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Many of you have read or heard news stories recently that were critical of mutual funds and made allegations that the mutual fund industry has been less than forthright. I find these reports unsettling and not necessarily an accurate picture of the overall industry, and I would like you to know where we at Fidelity stand.

With specific regard to allegations that certain mutual fund companies were violating the Securities and Exchange Commission's forward pricing rules or were involved in so-called "market timing" activities, I want to say two things:

First, Fidelity does not have agreements that permit customers who buy fund shares after 4 p.m. to obtain the 4 p.m. price. This is not to say that someone could not deceive the company through fraudulent acts. But I underscore that we have no so-called "agreements" which would permit this illegal practice.

Second, Fidelity has been on record for years opposing predatory short-term trading which adversely affects other shareholders in a mutual fund. In fact, in the 1980s, we began charging a fee - which is returned to the fund and, therefore, to investors - to discourage this activity. What's more, several years ago we took the industry lead in developing a Fair Value Pricing Policy to prevent market timing on foreign securities in our funds. It is reasonable to assume that another structure can be developed that would alter the system to make it much more difficult for predatory traders to operate. This, however, will only be achieved through close cooperation among regulators, legislators and the industry.

Certainly no industry is perfect, and there have been instances of unethical and illegal activity from time to time within the mutual fund industry. When this occurs, confessed or convicted offenders should be dealt with appropriately. Clearly, every system can be improved. We 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. But we remain concerned about the risk of over-regulation and the quick application of simplistic solutions to intricate problems.

For more than 57 years, Fidelity Investments 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. Many of them were family and friends. 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

Investment Changes

Top Ten Stocks as of June 30, 2004

% of fund's
net assets

% of fund's net assets
6 months ago

Yahoo!, Inc.

3.2

3.5

Genentech, Inc.

2.5

4.1

eBay, Inc.

1.8

2.2

Marvell Technology Group Ltd.

1.7

1.3

Nextel Communications, Inc. Class A

1.7

3.2

America Movil SA de CV sponsored ADR

1.6

1.1

Avon Products, Inc.

1.5

0.4

Berkshire Hathaway, Inc. Class A

1.4

1.8

Danaher Corp.

1.4

0.3

QUALCOMM, Inc.

1.3

2.0

18.1

Top Five Market Sectors as of June 30, 2004

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

19.4

23.6

Health Care

15.7

15.4

Consumer Discretionary

13.4

20.4

Energy

9.3

3.5

Industrials

6.7

5.7

Asset Allocation (% of fund's net assets)

As of June 30, 2004*

As of December 31, 2003**

Stocks 84.5%

Stocks 92.0%

Bonds 0.9%

Bonds 0.0%

Convertible
Securities 0.3%

Convertible
Securities 0.0%

Short-Term
Investments and
Net Other Assets 14.3%

Short-Term
Investments and
Net Other Assets 8.0%

* Foreign investments

17.9%

** Foreign investments

18.2%



Semiannual Report

Investments June 30, 2004 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 84.5%

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - 13.3%

Auto Components - 0.0%

LKQ Corp.

100

$ 1,853

Automobiles - 0.2%

Harley-Davidson, Inc.

5,300

328,282

Toyota Motor Corp.

10,600

432,586

760,868

Hotels, Restaurants & Leisure - 3.6%

Ameristar Casinos, Inc.

500

16,790

Boyd Gaming Corp.

16,000

425,120

Buffalo Wild Wings, Inc.

1,700

47,005

GTECH Holdings Corp.

3,900

180,609

Hilton Group PLC

41,270

207,239

International Game Technology

14,900

575,140

Kerzner International Ltd. (a)

5,400

256,824

Krispy Kreme Doughnuts, Inc. (a)

28,200

538,338

Lakes Entertainment, Inc. (a)

87,300

1,011,807

Life Time Fitness, Inc.

4,300

90,300

Outback Steakhouse, Inc.

6,700

277,112

Panera Bread Co. Class A (a)

19,300

692,484

Penn National Gaming, Inc. (a)

6,500

215,800

Red Robin Gourmet Burgers, Inc. (a)

14,900

407,813

Shuffle Master, Inc. (a)

32,800

1,190,968

Stanley Leisure PLC

16,400

124,947

Starbucks Corp. (a)

129,700

5,639,356

Station Casinos, Inc.

72,300

3,499,320

The Cheesecake Factory, Inc. (a)

14,800

588,892

William Hill PLC

18,500

186,470

Wynn Resorts Ltd. (a)

1,200

46,356

16,218,690

Household Durables - 0.8%

D.R. Horton, Inc.

44,600

1,266,640

Fortune Brands, Inc.

10,000

754,300

Harman International Industries, Inc.

8,100

737,100

LG Electronics, Inc.

4,970

235,908

Pulte Homes, Inc.

10,400

541,112

3,535,060

Internet & Catalog Retail - 1.8%

Blue Nile, Inc.

100

3,761

eBay, Inc. (a)

85,400

7,852,530

7,856,291

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - continued

Leisure Equipment & Products - 0.0%

RC2 Corp. (a)

2,200

$ 78,100

Media - 1.6%

Citadel Broadcasting Corp.

500

7,285

Getty Images, Inc. (a)

5,000

300,000

News Corp. Ltd. ADR

29,300

1,037,806

Pixar (a)

22,394

1,556,607

SBS Broadcasting SA (a)

16,400

503,644

Sogecable SA (a)

11,000

444,727

Spanish Broadcasting System, Inc. Class A (a)

25,400

236,474

The DIRECTV Group, Inc. (a)

42,300

723,330

Univision Communications, Inc. Class A (a)

14,500

462,985

Vivendi Universal SA sponsored ADR (a)

6,400

178,560

Washington Post Co. Class B

700

651,007

XM Satellite Radio Holdings, Inc. Class A (a)

40,600

1,107,974

7,210,399

Multiline Retail - 0.3%

99 Cents Only Stores (a)

1,800

27,450

JCPenney Co., Inc.

22,200

838,272

Neiman Marcus Group, Inc. Class A

12,100

673,365

1,539,087

Specialty Retail - 4.0%

AC Moore Arts & Crafts, Inc. (a)

3,700

101,787

Advance Auto Parts, Inc. (a)

22,100

976,378

America's Car Mart, Inc. (a)

600

18,018

AnnTaylor Stores Corp. (a)

78,150

2,264,787

Bakers Footwear Group, Inc.

15,000

151,500

Bed Bath & Beyond, Inc. (a)

21,000

807,450

Best Buy Co., Inc.

4,900

248,626

Cabela's, Inc. Class A

10,700

288,365

Chico's FAS, Inc. (a)

94,700

4,276,652

Dick's Sporting Goods, Inc. (a)

28,900

963,815

Guitar Center, Inc. (a)

6,600

293,502

Pacific Sunwear of California, Inc. (a)

30,600

598,842

PETCO Animal Supplies, Inc. (a)

7,200

231,912

PETsMART, Inc.

45,300

1,469,985

Regis Corp.

21,300

949,767

Signet Group PLC

86,648

180,506

Staples, Inc.

19,400

568,614

The Pep Boys - Manny, Moe & Jack

28,400

719,940

TJX Companies, Inc.

20,200

487,628

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Tweeter Home Entertainment Group, Inc. (a)

5,000

$ 27,000

United Auto Group, Inc.

1,600

49,040

Urban Outfitters, Inc. (a)

34,300

2,089,213

17,763,327

Textiles Apparel & Luxury Goods - 1.0%

Carter's, Inc.

5,500

160,105

Coach, Inc. (a)

55,400

2,503,526

Fossil, Inc. (a)

7,700

209,825

Hartmarx Corp. (a)

220,000

1,386,000

4,259,456

TOTAL CONSUMER DISCRETIONARY

59,223,131

CONSUMER STAPLES - 5.1%

Beverages - 0.5%

Coca-Cola Hellenic Bottling Co. SA (Bearer)

730

17,094

Corby Distilleries Ltd. Class A

20,000

989,430

Cott Corp. (a)

10,000

324,612

Cott Corp. (a)(c)

2,900

93,960

PepsiCo, Inc.

12,300

662,724

The Coca-Cola Co.

3,500

176,680

2,264,500

Food & Staples Retailing - 1.6%

Smart & Final, Inc. (a)

1,100

13,222

Sysco Corp.

98,400

3,529,608

Tesco PLC

42,085

203,866

The Pantry, Inc. (a)

30,000

654,000

United Natural Foods, Inc. (a)

34,500

997,395

Wal-Mart Stores, Inc.

1,500

79,140

Walgreen Co.

3,800

137,598

Whole Foods Market, Inc.

9,985

953,068

William Morrison Supermarkets PLC

94,500

398,455

6,966,352

Food Products - 0.7%

Hershey Foods Corp.

13,800

638,526

Kellogg Co.

30,600

1,280,610

Peet's Coffee & Tea, Inc. (a)

5,000

124,950

People's Food Holdings Ltd.

9,000

5,920

Smithfield Foods, Inc. (a)

15,800

464,520

Common Stocks - continued

Shares

Value (Note 1)

CONSUMER STAPLES - continued

Food Products - continued

SunOpta, Inc. (a)

33,300

$ 285,593

Wm. Wrigley Jr. Co.

7,800

491,790

3,291,909

Household Products - 0.0%

Procter & Gamble Co.

2,800

152,432

Personal Products - 2.3%

Avon Products, Inc.

142,800

6,588,792

Gillette Co.

80,800

3,425,920

NBTY, Inc. (a)

800

23,512

10,038,224

TOTAL CONSUMER STAPLES

22,713,417

ENERGY - 9.3%

Energy Equipment & Services - 1.4%

BJ Services Co. (a)

12,200

559,248

Carbo Ceramics, Inc.

20,700

1,412,775

Offshore Logistics, Inc. (a)

30,100

846,412

Schlumberger Ltd. (NY Shares)

53,000

3,366,030

Smith International, Inc. (a)

3,100

172,856

6,357,321

Oil & Gas - 7.9%

Apache Corp.

21,200

923,260

Blackrock Ventures, Inc. (a)

164,600

930,418

BP PLC sponsored ADR

65,100

3,487,407

Burlington Resources, Inc.

43,300

1,566,594

Cabot Oil & Gas Corp. Class A

6,000

253,800

Chesapeake Energy Corp.

51,900

763,968

China Petroleum & Chemical Corp. sponsored ADR

6,800

251,260

Comstock Resources, Inc. (a)

8,000

155,680

ConocoPhillips

2,500

190,725

Denbury Resources, Inc. (a)

8,900

186,455

Devon Energy Corp.

1,100

72,600

EnCana Corp.

62,600

2,704,110

Encore Acquisition Co. (a)

9,900

276,210

ENI Spa sponsored ADR

4,500

451,530

EOG Resources, Inc.

7,100

423,941

Evergreen Resources, Inc. (a)

4,200

169,680

Exxon Mobil Corp.

73,800

3,277,458

Houston Exploration Co. (a)

12,000

622,080

Common Stocks - continued

Shares

Value (Note 1)

ENERGY - continued

Oil & Gas - continued

Magnum Hunter Resources, Inc. (a)

4,500

$ 46,710

Murphy Oil Corp.

63,600

4,687,320

Newfield Exploration Co. (a)

8,500

473,790

Occidental Petroleum Corp.

14,400

697,104

Patina Oil & Gas Corp.

11,700

349,479

PetroKazakhstan, Inc. Class A

13,800

374,821

Pioneer Natural Resources Co.

16,000

561,280

Premcor, Inc. (a)

72,600

2,722,500

Prima Energy Corp. (a)

1,300

51,441

Quicksilver Resources, Inc. (a)

18,700

1,254,209

Talisman Energy, Inc.

17,400

379,594

Total SA sponsored ADR

22,000

2,113,760

Tsakos Energy Navigation Ltd.

5,500

186,780

Valero Energy Corp.

4,600

339,296

Vintage Petroleum, Inc.

900

15,273

XTO Energy, Inc.

132,100

3,935,259

34,895,792

TOTAL ENERGY

41,253,113

FINANCIALS - 6.3%

Capital Markets - 0.3%

Goldman Sachs Group, Inc.

600

56,496

Lehman Brothers Holdings, Inc.

11,700

880,425

UBS AG (NY Shares)

3,600

255,816

1,192,737

Commercial Banks - 0.9%

Bank One Corp.

18,700

953,700

Banknorth Group, Inc.

25,500

828,240

East West Bancorp, Inc.

10,600

325,420

HSBC Holdings PLC sponsored ADR

1,300

97,383

PrivateBancorp, Inc.

1,000

27,460

Texas Regional Bancshares, Inc. Class A

1,500

68,865

UCBH Holdings, Inc.

10,600

418,912

Wells Fargo & Co.

3,000

171,690

Westcorp

19,200

872,640

Wintrust Financial Corp.

3,200

161,632

3,925,942

Consumer Finance - 0.1%

MBNA Corp.

14,000

361,060

Common Stocks - continued

Shares

Value (Note 1)

FINANCIALS - continued

Diversified Financial Services - 0.1%

Brascan Corp. Class A (ltd. vtg.)

17,250

$ 483,916

Insurance - 4.3%

ACE Ltd.

7,400

312,872

AFLAC, Inc.

24,300

991,683

Allstate Corp.

4,700

218,785

American International Group, Inc.

51,500

3,670,920

Assurant, Inc.

64,700

1,706,786

Axis Capital Holdings Ltd.

1,700

47,600

Berkshire Hathaway, Inc. Class A (a)

69

6,137,550

Brown & Brown, Inc.

3,300

142,230

Endurance Specialty Holdings Ltd.

16,700

581,160

Everest Re Group Ltd.

10,900

875,924

Great-West Lifeco, Inc.

3,300

119,244

HCC Insurance Holdings, Inc.

40,100

1,339,741

Infinity Property & Casualty Corp.

4,800

158,400

Mercury General Corp.

4,900

243,285

MetLife, Inc.

5,600

200,760

Montpelier Re Holdings Ltd.

9,700

339,015

Penn-America Group, Inc.

200

2,800

ProAssurance Corp. (a)

5,000

170,550

UICI (a)

1,900

45,239

USI Holdings Corp. (a)

60,500

955,900

W.R. Berkley Corp.

15,100

648,545

White Mountains Insurance Group Ltd.

400

204,000

Willis Group Holdings Ltd.

6,900

258,405

19,371,394

Real Estate - 0.1%

CBL & Associates Properties, Inc.

6,000

330,000

The Rouse Co.

2,800

133,000

463,000

Thrifts & Mortgage Finance - 0.5%

Countrywide Financial Corp.

5,350

375,838

Golden West Financial Corp., Delaware

18,800

1,999,380

New York Community Bancorp, Inc.

6,733

132,169

W Holding Co., Inc.

800

13,736

2,521,123

TOTAL FINANCIALS

28,319,172

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - 15.7%

Biotechnology - 4.4%

Affymetrix, Inc. (a)

10,300

$ 337,119

Biogen Idec, Inc. (a)

35,200

2,226,400

Connetics Corp. (a)

10,900

220,180

Dyax Corp. (a)

2,100

24,675

Gen-Probe, Inc. (a)

24,700

1,168,804

Genentech, Inc. (a)

195,900

11,009,580

Gilead Sciences, Inc. (a)

19,200

1,286,400

IDEXX Laboratories, Inc. (a)

15,100

950,394

Keryx Biopharmaceuticals, Inc. (a)

10,700

135,462

Ligand Pharmaceuticals, Inc. Class B (a)

13,500

234,630

Martek Biosciences (a)

6,900

387,573

ONYX Pharmaceuticals, Inc. (a)

2,200

93,192

Pharmion Corp.

22,300

1,090,916

Seattle Genetics, Inc. (a)

25,800

181,374

Serologicals Corp. (a)

1,000

19,990

19,366,689

Health Care Equipment & Supplies - 5.4%

Advanced Medical Optics, Inc. (a)

15,600

664,092

Advanced Neuromodulation Systems, Inc. (a)

14,100

462,480

Alcon, Inc.

44,500

3,499,925

American Medical Systems Holdings, Inc. (a)

1,000

33,700

Animas Corp.

100

1,865

Apogent Technologies, Inc. (a)

23,400

748,800

Bio-Rad Laboratories, Inc. Class A (a)

800

47,088

Boston Scientific Corp. (a)

45,000

1,926,000

C.R. Bard, Inc.

18,400

1,042,360

Cooper Companies, Inc.

7,300

461,141

Cyberonics, Inc. (a)

2,200

73,392

Dade Behring Holdings, Inc. (a)

200

9,504

DENTSPLY International, Inc.

36,600

1,906,860

Epix Medical, Inc. (a)

10,100

213,110

Fisher Scientific International, Inc. (a)

13,500

779,625

Given Imaging Ltd. (a)

2,000

70,820

Immucor, Inc. (a)

40,000

1,302,000

Integra LifeSciences Holdings Corp. (a)

7,400

260,998

IRIS International, Inc. (a)

400,000

3,020,000

Kensey Nash Corp. (a)

5,300

182,850

Kinetic Concepts, Inc.

3,600

179,640

Kyphon, Inc. (a)

4,600

129,628

Medtronic, Inc.

3,500

170,520

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

Nobel Biocare Holding AG (Switzerland)

1,037

$ 162,680

Phonak Holding AG

2,576

80,307

Smith & Nephew PLC

317,847

3,513,481

St. Jude Medical, Inc. (a)

10,600

801,890

Stryker Corp.

34,200

1,881,000

Synthes, Inc.

4,360

498,151

24,123,907

Health Care Providers & Services - 3.7%

Aetna, Inc.

55,200

4,692,000

Anthem, Inc. (a)

1,900

170,164

Caremark Rx, Inc. (a)

74,300

2,447,442

DaVita, Inc. (a)

1,500

46,245

eResearchTechnology, Inc. (a)

16,200

453,600

ICON PLC sponsored ADR (a)

800

35,192

Inveresk Research Group, Inc. (a)

1,400

43,176

Matria Healthcare, Inc. (a)

1,600

40,112

Molina Healthcare, Inc.

600

22,908

Omnicare, Inc.

6,700

286,827

Patterson Dental Co. (a)

63,300

4,841,817

Pediatrix Medical Group, Inc. (a)

5,000

349,250

ProxyMed, Inc. (a)

300

5,058

UnitedHealth Group, Inc.

45,414

2,827,022

VCA Antech, Inc. (a)

200

8,964

WebMD Corp. (a)

5,300

49,396

WellPoint Health Networks, Inc. (a)

2,000

224,020

16,543,193

Pharmaceuticals - 2.2%

Atherogenics, Inc. (a)

12,100

230,263

Atrix Laboratories, Inc. (a)

5,500

188,540

Bentley Pharmaceuticals, Inc. (a)

300

4,122

Cypress Bioscience, Inc. (a)

16,000

219,680

Elan Corp. PLC sponsored ADR (a)

87,200

2,157,328

Endo Pharmaceuticals Holdings, Inc. (a)

700

16,415

Eon Labs, Inc. (a)

3,400

139,162

IVAX Corp. (a)

17,500

419,825

Kos Pharmaceuticals, Inc. (a)

26,700

880,299

MGI Pharma, Inc. (a)

3,000

81,030

Nektar Therapeutics (a)

2,900

57,884

Novo Nordisk AS Series B

54,400

2,807,575

Roche Holding AG (participation certificate)

18,922

1,877,964

Common Stocks - continued

Shares

Value (Note 1)

HEALTH CARE - continued

Pharmaceuticals - continued

Schering-Plough Corp.

23,500

$ 434,280

Teva Pharmaceutical Industries Ltd. sponsored ADR

6,000

403,740

9,918,107

TOTAL HEALTH CARE

69,951,896

INDUSTRIALS - 6.7%

Aerospace & Defense - 0.0%

Precision Castparts Corp.

4,100

224,229

Air Freight & Logistics - 0.5%

C.H. Robinson Worldwide, Inc.

700

32,088

Dynamex, Inc. (a)

2,300

31,993

Expeditors International of Washington, Inc.

1,500

74,115

United Parcel Service, Inc. Class B

28,700

2,157,379

2,295,575

Airlines - 0.3%

Southwest Airlines Co.

87,300

1,464,021

Building Products - 0.5%

Lennox International, Inc.

11,100

200,910

Masco Corp.

53,500

1,668,130

Quixote Corp.

9,500

190,475

2,059,515

Commercial Services & Supplies - 1.9%

Apollo Group, Inc. Class A (a)

28,900

2,551,581

Aramark Corp. Class B

21,600

621,216

Copart, Inc. (a)

38,100

1,017,270

Education Management Corp. (a)

39,100

1,284,826

R.R. Donnelley & Sons Co.

25,000

825,500

Resources Connection, Inc. (a)

10,100

395,011

Robert Half International, Inc.

20,300

604,331

Strayer Education, Inc.

10,146

1,131,989

Universal Technical Institute, Inc.

3,500

139,895

8,571,619

Construction & Engineering - 0.0%

Perini Corp. (a)

9,000

96,030

Electrical Equipment - 0.8%

Cooper Industries Ltd. Class A

27,900

1,657,539

Common Stocks - continued

Shares

Value (Note 1)

INDUSTRIALS - continued

Electrical Equipment - continued

Roper Industries, Inc.

24,000

$ 1,365,600

Ultralife Batteries, Inc. (a)

22,200

429,792

3,452,931

Industrial Conglomerates - 0.4%

3M Co.

17,200

1,548,172

Hutchison Whampoa Ltd.

34,000

232,121

1,780,293

Machinery - 2.1%

Astec Industries, Inc. (a)

2,867

53,986

Danaher Corp.

116,800

6,056,080

Deere & Co.

4,700

329,658

IDEX Corp.

1,650

56,678

Illinois Tool Works, Inc.

4,800

460,272

Ingersoll-Rand Co. Ltd. Class A

1,200

81,972

Joy Global, Inc.

14,400

431,136

Oshkosh Truck Co.

4,100

234,971

PACCAR, Inc.

17,850

1,035,122

Volvo AB ADR

12,100

423,633

9,163,508

Road & Rail - 0.2%

Dollar Thrifty Automotive Group, Inc. (a)

200

5,488

Knight Transportation, Inc. (a)

447

12,842

Landstar System, Inc. (a)

12,900

682,023

700,353

Trading Companies & Distributors - 0.0%

Fastenal Co.

3,000

170,490

TOTAL INDUSTRIALS

29,978,564

INFORMATION TECHNOLOGY - 19.4%

Communications Equipment - 3.6%

Comverse Technology, Inc. (a)

21,000

418,740

Ditech Communications Corp. (a)

6,100

142,374

Harris Corp.

33,300

1,689,975

Juniper Networks, Inc. (a)

5,781

142,039

Motorola, Inc.

282,200

5,150,150

Plantronics, Inc. (a)

4,400

185,240

QUALCOMM, Inc.

78,900

5,758,122

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Communications Equipment - continued

Research in Motion Ltd. (a)

35,700

$ 2,442,181

Scientific-Atlanta, Inc.

4,300

148,350

16,077,171

Computers & Peripherals - 0.6%

Apple Computer, Inc. (a)

25,100

816,754

Dell, Inc. (a)

23,100

827,442

PalmOne, Inc. (a)

17,600

611,952

Synaptics, Inc. (a)

21,800

417,470

2,673,618

Electronic Equipment & Instruments - 0.8%

Agilent Technologies, Inc. (a)

2,700

79,056

Amphenol Corp. Class A (a)

4,600

153,272

AU Optronics Corp. sponsored ADR

1,600

26,144

Benchmark Electronics, Inc. (a)

1,100

32,010

Dionex Corp. (a)

600

33,102

FARO Technologies, Inc. (a)

1,800

46,206

Flir Systems, Inc. (a)

15,691

861,436

Hon Hai Precision Industries Co. Ltd.

27,000

100,536

Molex, Inc.

5,000

160,400

National Instruments Corp.

9,600

294,240

Sigmatron International, Inc. (a)

4,100

51,127

Thermo Electron Corp. (a)

13,000

399,620

Waters Corp. (a)

31,100

1,485,958

3,723,107

Internet Software & Services - 4.1%

Akamai Technologies, Inc. (a)

26,600

477,470

Blue Coat Systems, Inc. (a)

5,300

177,497

CNET Networks, Inc. (a)

12,300

136,161

InfoSpace, Inc. (a)

7,900

300,516

iVillage, Inc. (a)

4,200

26,670

j2 Global Communications, Inc. (a)

4,500

125,100

Lastminute.com PLC (a)

34,600

113,627

Open Text Corp. (a)

34,800

1,113,997

Opsware, Inc. (a)

2,600

20,592

Sina Corp. (a)

30,500

1,006,195

Websense, Inc. (a)

12,743

474,422

Yahoo!, Inc. (a)

390,000

14,168,697

18,140,944

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

IT Services - 2.5%

Accenture Ltd. Class A (a)

7,600

$ 208,848

Alliance Data Systems Corp. (a)

63,200

2,670,200

Anteon International Corp. (a)

39,600

1,291,752

Cognizant Technology Solutions Corp. Class A (a)

51,614

1,311,512

CSG Systems International, Inc. (a)

20,000

414,000

Infosys Technologies Ltd. sponsored ADR

31,400

2,912,978

iPayment, Inc.

2,800

114,800

SRA International, Inc. Class A (a)

51,400

2,175,248

The BISYS Group, Inc. (a)

1,500

21,090

11,120,428

Office Electronics - 0.1%

Zebra Technologies Corp. Class A (a)

3,100

269,700

Semiconductors & Semiconductor Equipment - 5.9%

Analog Devices, Inc.

85,700

4,034,756

ATI Technologies, Inc. (a)

20,300

382,898

Cree, Inc. (a)

24,500

570,360

International Rectifier Corp. (a)

91,800

3,802,356

Marvell Technology Group Ltd. (a)

285,600

7,625,520

Microchip Technology, Inc.

16,900

533,026

National Semiconductor Corp. (a)

19,100

420,009

O2Micro International Ltd. (a)

3,000

51,090

Pixelworks, Inc. (a)

8,900

136,348

Samsung Electronics Co. Ltd.

11,576

4,782,809

Sigmatel, Inc.

5,100

148,206

Silicon Laboratories, Inc. (a)

87,200

4,041,720

Trident Microsystems, Inc. (a)

300

3,363

Tundra Semiconductor Corp. Ltd. (a)(c)

1,000

17,055

26,549,516

Software - 1.8%

Activision, Inc. (a)

9,800

155,820

Adobe Systems, Inc.

20,400

948,600

Altiris, Inc. (a)

25,600

706,816

Autodesk, Inc.

40,400

1,729,524

FileNET Corp. (a)

3,800

119,966

Macrovision Corp. (a)

1,000

25,030

Merge Technologies, Inc. (a)

17,300

253,099

Microsoft Corp.

12,800

365,568

Quality Systems, Inc. (a)

6,200

304,358

Red Hat, Inc. (a)

42,500

976,225

SAP AG sponsored ADR

4,800

200,688

Common Stocks - continued

Shares

Value (Note 1)

INFORMATION TECHNOLOGY - continued

Software - continued

Sonic Solutions, Inc. (a)

26,500

$ 563,125

Symantec Corp. (a)

40,100

1,755,578

Ultimate Software Group, Inc. (a)

396

4,000

VERITAS Software Corp. (a)

700

19,390

8,127,787

TOTAL INFORMATION TECHNOLOGY

86,682,271

MATERIALS - 2.7%

Chemicals - 0.6%

Methanex Corp.

47,500

630,295

Potash Corp. of Saskatchewan

16,100

1,549,771

The Scotts Co. Class A (a)

7,000

447,160

2,627,226

Construction Materials - 0.0%

Florida Rock Industries, Inc.

2,050

86,449

Containers & Packaging - 0.1%

Ball Corp.

7,300

525,965

Metals & Mining - 2.0%

Aber Diamond Corp. (a)

1,900

56,477

Anglo American PLC ADR

1,400

29,218

Apex Silver Mines Ltd. (a)

10,200

173,910

Compania de Minas Buenaventura SA sponsored ADR

13,600

300,560

First Quantum Minerals Ltd. (a)

155,400

1,648,482

Freeport-McMoRan Copper & Gold, Inc. Class B

1,500

49,725

Gabriel Resources Ltd. (a)

157,300

152,123

Glamis Gold Ltd. (a)

180,200

3,167,921

Goldcorp, Inc.

19,000

221,778

International Steel Group, Inc.

21,300

633,675

Ivanhoe Mines Ltd. (a)

21,900

118,210

Ivanhoe Mines Ltd. warrants 12/19/05 (a)

300

225

Newmont Mining Corp.

24,600

953,496

Novagold Resources, Inc. (a)

122,400

566,165

Nucor Corp.

8,100

621,756

8,693,721

TOTAL MATERIALS

11,933,361

Common Stocks - continued

Shares

Value (Note 1)

TELECOMMUNICATION SERVICES - 5.8%

Diversified Telecommunication Services - 0.0%

PT Indosat Tbk sponsored ADR

4,100

$ 86,920

Wireless Telecommunication Services - 5.8%

America Movil SA de CV sponsored ADR

198,400

7,215,808

mmO2 PLC (a)

105,200

177,524

Mobile TeleSystems OJSC sponsored ADR

200

24,400

Nextel Communications, Inc. Class A (a)

276,600

7,374,156

Nextel Partners, Inc. Class A (a)

330,800

5,266,336

NII Holdings, Inc. (a)

103,700

3,493,653

Telesystem International Wireless, Inc. (a)

25,400

250,020

Vimpel Communications sponsored ADR (a)

900

86,805

Vodafone Group PLC sponsored ADR

57,000

1,259,700

Western Wireless Corp. Class A (a)

19,500

563,745

25,712,147

TOTAL TELECOMMUNICATION SERVICES

25,799,067

UTILITIES - 0.2%

Electric Utilities - 0.1%

Entergy Corp.

3,500

196,035

Exelon Corp.

5,700

189,753

PG&E Corp. (a)

6,800

189,992

575,780

Multi-Utilities & Unregulated Power - 0.1%

AES Corp. (a)

21,200

210,516

TOTAL UTILITIES

786,296

TOTAL COMMON STOCKS

(Cost $340,125,417)

376,640,288

Convertible Preferred Stocks - 0.1%

UTILITIES - 0.1%

Electric Utilities - 0.1%

TXU Corp. 8.75%

5,400

255,825

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $228,744)

255,825

Convertible Bonds - 0.2%

Principal Amount

Value
(Note 1)

CONSUMER DISCRETIONARY - 0.1%

Leisure Equipment & Products - 0.1%

Eastman Kodak Co. 3.375% 10/15/33

$ 350,000

$ 386,106

FINANCIALS - 0.1%

Diversified Financial Services - 0.1%

Tyco International Group SA yankee 3.125% 1/15/23

250,000

404,275

UTILITIES - 0.0%

Multi-Utilities & Unregulated Power - 0.0%

AES Corp. 4.5% 8/15/05

180,000

178,330

TOTAL CONVERTIBLE BONDS

(Cost $931,800)

968,711

U.S. Treasury Obligations - 0.9%

U.S. Treasury Notes:

4.25% 8/15/13

1,660,000

1,620,446

4.25% 11/15/13

1,650,000

1,605,978

4.75% 5/15/14

600,000

606,258

TOTAL U.S. TREASURY OBLIGATIONS

(Cost $3,819,486)

3,832,682

Money Market Funds - 13.1%

Shares

Fidelity Cash Central Fund, 1.16% (b)

52,441,234

52,441,234

Fidelity Securities Lending Cash Central Fund, 1.18% (b)

6,080,450

6,080,450

TOTAL MONEY MARKET FUNDS

(Cost $58,521,684)

58,521,684

TOTAL INVESTMENT PORTFOLIO - 98.8%

(Cost $403,627,131)

440,219,190

NET OTHER ASSETS - 1.2%

5,554,098

NET ASSETS - 100%

$ 445,773,288

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 fiscal year end is available upon request.

(c) 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 $111,015 or 0.0% of net assets.

Other Information

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

United States of America

82.1%

Canada

4.4%

Bermuda

2.8%

United Kingdom

2.1%

Mexico

1.6%

Switzerland

1.3%

Korea (South)

1.1%

Others (individually less than 1%)

4.6%

100.0%

Purchases and sales of securities, other than short-term securities, aggregated $334,576,091 and $158,098,807, respectively.

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 $17,263 for the period.

Semiannual Report

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

Financial Statements

Statement of Assets and Liabilities

June 30, 2004 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $6,083,456) (cost $403,627,131) - See accompanying schedule

$ 440,219,190

Foreign currency held at value (cost $ 879,961)

870,393

Receivable for investments sold

9,536,241

Receivable for fund shares sold

12,426,115

Dividends receivable

156,756

Interest receivable

109,196

Prepaid expenses

7,895

Other receivables

43,075

Total assets

463,368,861

Liabilities

Payable for investments purchased

$ 10,670,799

Payable for fund shares redeemed

323,557

Accrued management fee

194,667

Distribution fees payable

198,430

Other affiliated payables

92,591

Other payables and accrued expenses

35,079

Collateral on securities loaned, at value

6,080,450

Total liabilities

17,595,573

Net Assets

$ 445,773,288

Net Assets consist of:

Paid in capital

$ 409,681,872

Accumulated net investment loss

(1,780,078)

Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions

1,288,904

Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies

36,582,590

Net Assets

$ 445,773,288

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

June 30, 2004 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value and redemption price per share ($88,695,736 ÷ 6,979,117 shares)

$ 12.71

Maximum offering price per share (100/94.25 of $12.71)

$ 13.49

Class T:
Net Asset Value and redemption price per share ($137,206,923 ÷ 10,811,061 shares)

$ 12.69

Maximum offering price per share (100/96.50 of $12.69)

$ 13.15

Class B:
Net Asset Value and offering price per share ($58,034,443 ÷ 4,593,713 shares) A

$ 12.63

Class C:
Net Asset Value and offering price per share ($110,542,950 ÷ 8,751,295 shares) A

$ 12.63

Institutional Class:
Net Asset Value, offering price and redemption price per share ($51,293,236 ÷ 4,026,109 shares)

$ 12.74

A Redemption 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

Six months ended June 30, 2004 (Unaudited)

Investment Income

Dividends

$ 771,344

Interest

247,866

Security lending

19,622

Total income

1,038,832

Expenses

Management fee

$ 898,124

Transfer agent fees

397,062

Distribution fees

923,418

Accounting and security lending fees

64,862

Non-interested trustees' compensation

623

Custodian fees and expenses

46,755

Registration fees

117,349

Audit

12,871

Legal

4,764

Miscellaneous

226

Total expenses before reductions

2,466,054

Expense reductions

(78,742)

2,387,312

Net investment income (loss)

(1,348,480)

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities

1,553,255

Foreign currency transactions

(37,052)

Total net realized gain (loss)

1,516,203

Change in net unrealized appreciation (depreciation) on:

Investment securities

21,441,512

Assets and liabilities in foreign currencies

(9,544)

Total change in net unrealized appreciation (depreciation)

21,431,968

Net gain (loss)

22,948,171

Net increase (decrease) in net assets resulting from operations

$ 21,599,691

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Six months ended
June 30, 2004
(Unaudited)

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

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ (1,348,480)

$ (451,550)

Net realized gain (loss)

1,516,203

414,114

Change in net unrealized appreciation
(depreciation)

21,431,968

15,150,622

Net increase (decrease) in net assets resulting
from operations

21,599,691

15,113,186

Distributions to shareholders from net investment income

(206,475)

(334,230)

Distributions to shareholders from net realized gain

-

(80,756)

Total distributions

(206,475)

(414,986)

Share transactions - net increase (decrease)

226,370,519

183,311,353

Total increase (decrease) in net assets

247,763,735

198,009,553

Net Assets

Beginning of period

198,009,553

-

End of period (including accumulated net investment loss of $1,780,078 and accumulated net investment loss of $225,138, respectively)

$ 445,773,288

$ 198,009,553

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

Semiannual Report

Financial Highlights - Class A

Six months ended
June 30, 2004

Year ended
December 31,

(Unaudited)

2003 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.79

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.03)

(.04)

Net realized and unrealized gain (loss)

.96

1.87

Total from investment operations

.93

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

$ 12.71

$ 11.79

Total Return B, C, D

7.89%

18.23%

Ratios to Average Net Assets G

Expenses before expense reductions

1.26% A

1.39% A

Expenses net of voluntary waivers, if any

1.26% A

1.39% A

Expenses net of all reductions

1.21% A

1.28% A

Net investment income (loss)

(.54)% A

(.81)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 88,696

$ 37,296

Portfolio turnover rate

115% A

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, 2004

Year ended
December 31,

(Unaudited)

2003 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.78

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.05)

(.05)

Net realized and unrealized gain (loss)

.97

1.86

Total from investment operations

.92

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

$ 12.69

$ 11.78

Total Return B, C, D

7.81%

18.08%

Ratios to Average Net Assets G

Expenses before expense reductions

1.48% A

1.62% A

Expenses net of voluntary waivers, if any

1.48% A

1.62% A

Expenses net of all reductions

1.43% A

1.51% A

Net investment income (loss)

(.76)% A

(1.04)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 137,207

$ 61,997

Portfolio turnover rate

115% A

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 B

Six months ended
June 30, 2004

Year ended
December 31,

(Unaudited)

2003 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.76

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.08)

(.07)

Net realized and unrealized gain (loss)

.96

1.85

Total from investment operations

.88

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

$ 12.63

$ 11.76

Total Return B, C, D

7.49%

17.75%

Ratios to Average Net Assets G

Expenses before expense reductions

2.05% A

2.19% A

Expenses net of voluntary waivers, if any

2.05% A

2.19% A

Expenses net of all reductions

2.00% A

2.08% A

Net investment income (loss)

(1.34)% A

(1.61)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 58,034

$ 26,936

Portfolio turnover rate

115% A

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.

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 C

Six months ended
June 30, 2004

Year ended
December 31,

(Unaudited)

2003 F

Selected Per-Share Data

Net asset value, beginning of period

$ 11.76

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.08)

(.07)

Net realized and unrealized gain (loss)

.96

1.85

Total from investment operations

.88

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

$ 12.63

$ 11.76

Total Return B, C, D

7.49%

17.77%

Ratios to Average Net Assets G

Expenses before expense reductions

1.98% A

2.14% A

Expenses net of voluntary waivers, if any

1.98% A

2.14% A

Expenses net of all reductions

1.93% A

2.03% A

Net investment income (loss)

(1.27)% A

(1.55)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 110,543

$ 48,669

Portfolio turnover rate

115% A

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.

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 - Institutional Class

Six months ended
June 30, 2004

Year ended
December 31,

(Unaudited)

2003 E

Selected Per-Share Data

Net asset value, beginning of period

$ 11.79

$ 10.00

Income from Investment Operations

Net investment income (loss) D

(.01)

(.02)

Net realized and unrealized gain (loss)

.97

1.86

Total from investment operations

.96

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

$ 12.74

$ 11.79

Total Return B, C

8.15%

18.31%

Ratios to Average Net Assets F

Expenses before expense reductions

.89% A

1.07% A

Expenses net of voluntary waivers, if any

.89% A

1.07% A

Expenses net of all reductions

.84% A

.96% A

Net investment income (loss)

(.18)% A

(.49)% A

Supplemental Data

Net assets, end of period (000 omitted)

$ 51,293

$ 23,112

Portfolio turnover rate

115% A

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, 2004 (Unaudited)

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

Notes to Financial Statements (Unaudited) - continued

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 nontaxable distributions or capital gain distributions for income tax purposes. 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 the funds 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 each 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

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) and losses deferred due to wash sales and excise tax regulations.

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

Unrealized appreciation

$ 43,847,050

Unrealized depreciation

(7,777,739)

Net unrealized appreciation (depreciation)

$ 36,069,311

Cost for federal income tax purposes

$ 404,149,879

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. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. The fund may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations and corporate obligations. Collateral is held in segregated accounts with custodian banks and may be obtained in the event of a default of the counterparty. Collateral is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

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.

3. Purchases and Sales of Investments.

Information regarding purchases and sales of securities is included under the caption "Other Information" at the end of the fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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 .28% 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. For the period, the total annualized management fee rate was .57% of the fund's average net assets.

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%

$ 71,555

$ 53

Class T

.25%

.25%

243,874

33,240

Class B

.75%

.25%

212,015

159,106

Class C

.75%

.25%

395,974

340,283

$ 923,418

$ 532,682

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

$ 154,297

Class T

49,389

Class B*

27,215

Class C*

11,585

$ 242,486

* 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.

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

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

$ 79,696

.28

Class T

119,920

.25

Class B

69,049

.32

Class C

99,980

.25

Institutional Class

28,417

.16

$ 397,062

* Annualized

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 Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $219,599 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 are shown under the caption "Other Information" at the end of the fund's Schedule of Investments.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

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 participating 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 cash equivalents. The value of loaned securities and cash collateral at period end are disclosed on the fund's Statement of Assets and Liabilities.

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 $77,986 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 expenses by $756.

8. Other Information.

At the end of the period, two otherwise unaffiliated shareholders were the owners of record of 28% of the total outstanding shares of the fund.

Semiannual Report

9. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30,
2004

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

From net investment income

Class A

$ 37,579

$ 86,217

Class T

64,123

115,237

Class B

28,149

22,248

Class C

52,499

48,917

Institutional Class

24,125

61,611

Total

$ 206,475

$ 334,230

From net realized gain

Class A

$ -

$ 15,396

Class T

-

25,052

Class B

-

11,124

Class C

-

20,382

Institutional Class

-

8,802

Total

$ -

$ 80,756

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

10. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
June 30,
2004

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

Six months ended
June 30,
2004

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

Class A

Shares sold

4,263,283

3,325,916

$ 52,803,173

$ 36,472,035

Reinvestment of distributions

2,600

7,212

31,808

83,877

Shares redeemed

(449,971)

(169,923)

(5,516,590)

(1,927,043)

Net increase (decrease)

3,815,912

3,163,205

$ 47,318,391

$ 34,628,869

Class T

Shares sold

5,923,972

5,440,874

$ 72,990,403

$ 59,499,322

Reinvestment of distributions

4,793

11,278

58,625

131,049

Shares redeemed

(379,073)

(190,783)

(4,629,523)

(2,152,963)

Net increase (decrease)

5,549,692

5,261,369

$ 68,419,505

$ 57,477,408

Class B

Shares sold

2,424,804

2,417,898

$ 29,817,868

$ 26,564,025

Reinvestment of distributions

1,577

1,921

19,259

22,287

Shares redeemed

(122,311)

(130,176)

(1,502,225)

(1,477,650)

Net increase (decrease)

2,304,070

2,289,643

$ 28,334,902

$ 25,108,662

Class C

Shares sold

4,846,130

4,280,867

$ 59,475,824

$ 46,868,653

Reinvestment of distributions

2,872

3,932

35,038

45,610

Shares redeemed

(236,763)

(145,743)

(2,897,072)

(1,655,531)

Net increase (decrease)

4,612,239

4,139,056

$ 56,613,790

$ 45,258,732

Institutional Class

Shares sold

2,109,429

2,064,833

$ 26,217,352

$ 22,042,780

Reinvestment of distributions

912

2,785

11,178

32,385

Shares redeemed

(43,961)

(107,889)

(544,599)

(1,237,483)

Net increase (decrease)

2,066,380

1,959,729

$ 25,683,931

$ 20,837,682

Semiannual Report

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 Shareholder
Servicing Agent

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

Semiannual Report

Fidelity Advisor Aggressive Growth Fund

Fidelity Advisor Asset Allocation Fund

Fidelity Advisor Balanced Fund

Fidelity Advisor Biotechnology Fund

Fidelity Advisor California Municipal Income Fund

Fidelity Advisor Consumer Industries Fund

Fidelity Advisor Cyclical Industries Fund

Fidelity Advisor Developing Communications Fund

Fidelity Advisor Diversified International Fund

Fidelity Advisor Dividend Growth Fund

Fidelity Advisor Dynamic Capital
Appreciation Fund

Fidelity Advisor Electronics Fund

Fidelity Advisor Emerging Asia Fund

Fidelity Advisor Emerging Markets Fund

Fidelity Advisor Emerging Markets Income Fund

Fidelity Advisor Equity Growth Fund

Fidelity Advisor Equity Income Fund

Fidelity Advisor Equity Value Fund

Fidelity Advisor Europe Capital
Appreciation Fund

Fidelity Advisor Fifty Fund

Fidelity Advisor Financial Services Fund

Fidelity Advisor Floating Rate High Income Fund

Fidelity Advisor Freedom Income, 2005, 2010, 2015, 2020, 2025, 2030, 2035, 2040 FundsSM

Fidelity Advisor Global Equity Fund

Fidelity Advisor Government Investment Fund

Fidelity Advisor Growth & Income Fund

Fidelity Advisor Growth Opportunities Fund

Fidelity Advisor Health Care Fund

Fidelity Advisor High Income Advantage Fund

Fidelity Advisor High Income Fund

Fidelity Advisor Inflation-Protected Bond Fund

Fidelity Advisor Intermediate Bond Fund

Fidelity Advisor International Capital Appreciation Fund

Fidelity Advisor International
Small Cap Fund

Fidelity Advisor Investment Grade Bond Fund

Fidelity Advisor Japan Fund

Fidelity Advisor Korea Fund

Fidelity Advisor Large Cap Fund

Fidelity Advisor Latin America Fund

Fidelity Advisor Leveraged Company Stock Fund

Fidelity Advisor Mid Cap Fund

Fidelity Advisor Mortgage Securities Fund

Fidelity Advisor Municipal Income Fund

Fidelity Advisor Natural Resources Fund

Fidelity Advisor New Insights Fund

Fidelity Advisor New York Municipal
Income Fund

Fidelity Advisor Overseas Fund

Fidelity Advisor Real Estate Fund

Fidelity Advisor Short Fixed-Income Fund

Fidelity Advisor Short Intermediate Municipal Income Fund

Fidelity Advisor Small Cap Fund

Fidelity Advisor Strategic Dividend &
Income Fund

Fidelity Advisor Strategic Growth Fund

Fidelity Advisor Strategic Income Fund

Fidelity Advisor Tax Managed Stock Fund

Fidelity Advisor Technology Fund

Fidelity Advisor Telecommunications &
Utilities Growth Fund

Fidelity Advisor Total Bond Fund

Fidelity Advisor Ultra-Short Bond Fund

Fidelity Advisor Value Fund

Fidelity Advisor Value Leaders Fund

Fidelity Advisor Value Strategies Fund

Prime Fund

Tax-Exempt Fund

Treasury Fund

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

ANIFI-USAN-0804
1.803544.100

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

Not applicable.

Item 9. 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 10. 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 Trust's last fiscal half-year that has materially affected, or is reasonably likely to materially affect, the Trust's internal control over financial reporting.

Item 11. 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 12, 2004

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 12, 2004

By:

/s/Timothy F. Hayes

Timothy F. Hayes

Chief Financial Officer

Date:

August 12, 2004