N-CSRS 1 consmi.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, 2006

Item 1. Reports to Stockholders

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

New Insights

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

Semiannual Report

June 30, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Although many securities markets made gains in early 2006, inflation concerns led to mixed results through the year's mid-point. Financial markets are always unpredictable. There are, however, a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2006 to June 30, 2006).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Semiannual Report

Investments - continued

Investments

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

Beginning
Account Value
January 1, 2006

Ending
Account Value
June 30, 2006

Expenses Paid
During Period
*
January 1, 2006
to June 30, 2006

Class A

Actual

$ 1,000.00

$ 1,038.40

$ 5.76

HypotheticalA

$ 1,000.00

$ 1,019.14

$ 5.71

Class T

Actual

$ 1,000.00

$ 1,037.40

$ 6.77

HypotheticalA

$ 1,000.00

$ 1,018.15

$ 6.71

Class B

Actual

$ 1,000.00

$ 1,034.20

$ 9.84

HypotheticalA

$ 1,000.00

$ 1,015.12

$ 9.74

Class C

Actual

$ 1,000.00

$ 1,034.80

$ 9.38

HypotheticalA

$ 1,000.00

$ 1,015.57

$ 9.30

Institutional Class

Actual

$ 1,000.00

$ 1,039.90

$ 4.30

HypotheticalA

$ 1,000.00

$ 1,020.58

$ 4.26

A 5% return per year before expenses

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

Annualized
Expense Ratio

Class A

1.14%

Class T

1.34%

Class B

1.95%

Class C

1.86%

Institutional Class

.85%

Semiannual Report

Investment Changes

Top Ten Stocks as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Google, Inc. Class A (sub. vtg.)

4.1

4.3

Berkshire Hathaway, Inc. Class A

2.5

1.8

Genentech, Inc.

2.4

2.3

Hewlett-Packard Co.

2.3

2.0

EnCana Corp.

2.3

1.8

Schlumberger Ltd. (NY Shares)

1.8

1.0

Wells Fargo & Co.

1.6

1.3

America Movil SA de CV Series L sponsored ADR

1.5

1.5

Roche Holding AG (participation certificate)

1.5

1.3

Valero Energy Corp.

1.4

1.7

21.4

Top Five Market Sectors as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

19.9

25.4

Financials

17.7

15.7

Energy

11.3

9.0

Health Care

9.1

14.5

Industrials

8.9

5.2

Asset Allocation (% of fund's net assets)

As of June 30, 2006 *

As of December 31, 2005 **

Stocks 92.0%

Stocks 89.9%

Bonds 0.0%

Bonds 0.1%

Convertible
Securities 0.1%

Convertible
Securities 0.0%

Short-Term
Investments and
Net Other Assets 7.9%

Short-Term
Investments and
Net Other Assets 10.0%

* Foreign investments

27.3%

** Foreign investments

24.6%



Semiannual Report

Investments June 30, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 92.0%

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - 8.3%

Auto Components - 0.0%

Johnson Controls, Inc.

4,400

$ 362

LKQ Corp. (a)

8,100

154

516

Automobiles - 0.8%

General Motors Corp. (d)

281,200

8,377

Harley-Davidson, Inc.

45,100

2,476

Honda Motor Co. Ltd.

188,000

5,982

Hyundai Motor Co.

6,700

569

Renault SA

19,100

2,052

Toyota Motor Corp.

727,700

38,055

57,511

Distributors - 0.0%

Li & Fung Ltd.

849,200

1,717

Diversified Consumer Services - 0.0%

Laureate Education, Inc. (a)

13,300

567

Hotels, Restaurants & Leisure - 1.9%

Ambassadors Group, Inc.

14,538

420

Aristocrat Leisure Ltd. (d)

1,040,000

9,955

Chipotle Mexican Grill, Inc. Class A

114,000

6,948

International Game Technology

61,000

2,314

Las Vegas Sands Corp. (a)

327,600

25,507

Panera Bread Co. Class A (a)

376,364

25,307

Penn National Gaming, Inc. (a)

209,500

8,124

Ruth's Chris Steak House, Inc.

77,900

1,591

Starbucks Corp. (a)

689,300

26,028

Station Casinos, Inc.

183,900

12,520

Tim Hortons, Inc. (d)

128,300

3,304

Wynn Resorts Ltd. (a)

109,100

7,997

130,015

Household Durables - 1.0%

Fourlis Holdings SA

500,000

7,100

Garmin Ltd.

143,000

15,078

KB Home

14,900

683

Matsushita Electric Industrial Co. Ltd.

474,100

10,018

Sharp Corp.

252,000

3,982

Sony Corp.

614,300

27,054

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Household Durables - continued

Sony Corp. sponsored ADR

10,600

$ 467

Whirlpool Corp.

7,700

636

65,018

Internet & Catalog Retail - 0.1%

Coldwater Creek, Inc. (a)

41,450

1,109

Expedia, Inc. (a)

149,200

2,234

Liberty Media Holding Corp. - Interactive Series A (a)

159,900

2,760

Submarino SA

50,000

1,004

VistaPrint Ltd.

58,600

1,567

8,674

Leisure Equipment & Products - 0.0%

Aruze Corp.

28,000

609

Media - 1.6%

CBS Corp. Class B

19,500

527

Focus Media Holding Ltd. ADR

68,100

4,437

Live Nation, Inc. (a)

56,800

1,156

McGraw-Hill Companies, Inc.

77,900

3,913

News Corp. Class B

572,700

11,557

NTL, Inc.

43,531

1,084

Seek Ltd.

1,000,000

3,976

Sirius Satellite Radio, Inc. (a)(d)

751,600

3,570

The Walt Disney Co.

2,493,500

74,805

The Weinstein Co. III Holdings, LLC Class A-1 (a)(g)

2,267

2,267

Thomson Corp.

52,400

2,019

109,311

Multiline Retail - 0.6%

JCPenney Co., Inc.

182,400

12,314

Marks & Spencer Group PLC

2,349,100

25,504

Nordstrom, Inc.

92,700

3,384

41,202

Specialty Retail - 2.1%

AnnTaylor Stores Corp. (a)

152,000

6,594

Bakers Footwear Group, Inc. (a)(d)(e)

620,600

8,633

Best Buy Co., Inc.

453,650

24,878

Casual Male Retail Group, Inc. (a)

297,700

2,992

Circuit City Stores, Inc.

713,405

19,419

Inditex SA

49,700

2,097

J. Crew Group, Inc.

230,100

6,316

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Limited Brands, Inc.

210,400

$ 5,384

O'Reilly Automotive, Inc. (a)

16,900

527

Office Depot, Inc. (a)

804,800

30,582

Payless ShoeSource, Inc. (a)

71,400

1,940

Staples, Inc.

509,300

12,386

The Children's Place Retail Stores, Inc. (a)

11,400

685

TJX Companies, Inc.

734,400

16,788

Tractor Supply Co. (a)

14,400

796

Wet Seal, Inc. Class A (a)

193,200

943

Zumiez, Inc. (a)

13,000

488

141,448

Textiles, Apparel & Luxury Goods - 0.2%

Burberry Group PLC

91,700

729

Coach, Inc. (a)

102,000

3,050

Luxottica Group Spa sponsored ADR

23,400

635

Phillips-Van Heusen Corp.

24,800

946

Puma AG

9,000

3,499

Under Armour, Inc. Class A (sub. vtg.)

65,500

2,792

VF Corp.

65,400

4,442

16,093

TOTAL CONSUMER DISCRETIONARY

572,681

CONSUMER STAPLES - 5.4%

Beverages - 2.4%

Anheuser-Busch Companies, Inc.

19,900

907

Diageo PLC sponsored ADR

471,100

31,823

Hansen Natural Corp. (a)

20,100

3,826

InBev SA

20,000

981

Jones Soda Co. (a)(d)

310,890

2,798

PepsiCo, Inc.

1,309,300

78,610

The Coca-Cola Co.

1,040,400

44,758

163,703

Food & Staples Retailing - 0.4%

Costco Wholesale Corp.

49,400

2,822

Safeway, Inc.

27,800

723

Tesco PLC

1,296,585

8,010

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER STAPLES - continued

Food & Staples Retailing - continued

Wal-Mart de Mexico SA de CV Series V

787,478

$ 2,164

Wal-Mart Stores, Inc.

299,500

14,427

28,146

Food Products - 0.8%

Campbell Soup Co.

37,600

1,395

General Mills, Inc.

39,100

2,020

Groupe Danone

118,500

15,060

Hershey Co.

189,100

10,414

Kellogg Co.

72,600

3,516

Nestle SA (Reg.)

52,546

16,505

Sara Lee Corp.

164,500

2,635

TreeHouse Foods, Inc. (a)

183,500

4,384

Wm. Wrigley Jr. Co.

80,050

3,631

59,560

Household Products - 1.6%

Colgate-Palmolive Co.

548,500

32,855

Procter & Gamble Co.

1,387,067

77,121

109,976

Personal Products - 0.2%

Estee Lauder Companies, Inc. Class A

90,300

3,492

Herbalife Ltd. (a)

214,800

8,571

12,063

TOTAL CONSUMER STAPLES

373,448

ENERGY - 11.3%

Energy Equipment & Services - 3.0%

Baker Hughes, Inc.

488,900

40,016

BJ Services Co.

51,600

1,923

Halliburton Co.

200,700

14,894

Hydril Co. (a)

190,000

14,919

Schlumberger Ltd. (NY Shares)

1,870,800

121,808

Smith International, Inc.

62,644

2,786

Superior Well Services, Inc.

310,000

7,719

204,065

Oil, Gas & Consumable Fuels - 8.3%

Addax Petroleum Corp.

116,200

3,107

BG Group PLC sponsored ADR

174,500

11,671

Common Stocks - continued

Shares

Value (Note 1) (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

BP PLC sponsored ADR

273,600

$ 19,045

Cameco Corp.

66,300

2,641

Canadian Natural Resources Ltd.

111,600

6,170

Canadian Oil Sands Trust unit

858,300

27,680

CONSOL Energy, Inc.

377,900

17,655

EnCana Corp.

2,974,800

156,641

EOG Resources, Inc.

242,200

16,794

Exxon Mobil Corp.

838,300

51,430

Foundation Coal Holdings, Inc.

32,100

1,506

Goodrich Petroleum Corp. (a)

23,730

674

Hess Corp.

27,900

1,475

Highpine Oil & Gas Ltd. (a)(f)

23,300

388

Hugoton Royalty Trust

2

0

Husky Energy, Inc.

21,300

1,337

Imperial Oil Ltd.

21,000

767

Kerr-McGee Corp.

51,800

3,592

Murphy Oil Corp.

347,800

19,428

Noble Energy, Inc.

196,500

9,208

Occidental Petroleum Corp.

147,100

15,085

Peabody Energy Corp.

309,400

17,249

PetroChina Co. Ltd. sponsored ADR (d)

324,800

35,069

Petroleo Brasileiro SA Petrobras sponsored ADR

105,500

9,422

Sasol Ltd. sponsored ADR

33,600

1,298

Suncor Energy, Inc.

152,300

12,325

Talisman Energy, Inc.

501,300

8,748

Total SA sponsored ADR

89,600

5,871

Ultra Petroleum Corp. (a)

191,000

11,321

Valero Energy Corp.

1,463,234

97,334

Western Oil Sands, Inc. Class A (a)

144,500

4,005

XTO Energy, Inc.

199,000

8,810

577,746

TOTAL ENERGY

781,811

FINANCIALS - 17.7%

Capital Markets - 0.6%

Charles Schwab Corp.

761,000

12,161

Goldman Sachs Group, Inc.

151,900

22,850

Lehman Brothers Holdings, Inc.

32,900

2,143

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Capital Markets - continued

Mellon Financial Corp.

208,800

$ 7,189

SEI Investments Co.

5,800

284

44,627

Commercial Banks - 4.2%

Allied Irish Banks PLC

616,500

14,907

Anglo Irish Bank Corp. PLC

1,753,900

27,372

Banco Itau Holding Financeira SA sponsored ADR (non-vtg.)

65,300

1,904

Bank of Ireland

230,400

4,139

Bank of the Ozarks, Inc.

39,100

1,302

Center Financial Corp., California

50,000

1,182

Commerce Bancorp, Inc., New Jersey

161,900

5,775

Compass Bancshares, Inc.

112,800

6,272

Home Bancshares, Inc.

8,100

184

HSBC Holdings PLC sponsored ADR

113,200

10,001

M&T Bank Corp.

340,100

40,105

Marshall & Ilsley Corp.

28,000

1,281

National Australia Bank Ltd.

131,500

3,436

PNC Financial Services Group, Inc.

32,700

2,295

Preferred Bank, Los Angeles California (e)

380,004

20,372

PrivateBancorp, Inc.

101,000

4,182

Royal Bank of Scotland Group PLC

438,000

14,404

Shinhan Financial Group Co. Ltd.

48,530

2,276

Standard Chartered PLC (United Kingdom)

163,800

3,999

SunTrust Banks, Inc.

52,900

4,034

Uniao de Bancos Brasileiros SA (Unibanco) GDR

87,700

5,822

Wells Fargo & Co.

1,684,800

113,016

Zions Bancorp

77,100

6,009

294,269

Consumer Finance - 1.8%

American Express Co.

1,255,200

66,802

SLM Corp.

1,049,100

55,518

122,320

Diversified Financial Services - 1.7%

Bank of America Corp.

1,024,100

49,259

Citigroup, Inc.

603,300

29,103

JPMorgan Chase & Co.

667,100

28,018

Moody's Corp.

183,600

9,999

116,379

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Insurance - 8.2%

Admiral Group PLC

780,700

$ 8,967

Allstate Corp.

865,100

47,347

American International Group, Inc.

557,500

32,920

Assurant, Inc.

199,100

9,636

Axis Capital Holdings Ltd.

32,400

927

Berkshire Hathaway, Inc. Class A (a)(d)

1,853

169,844

Cincinnati Financial Corp.

17,100

804

Everest Re Group Ltd.

159,300

13,791

Genworth Financial, Inc. Class A (non-vtg.)

541,400

18,862

Lincoln National Corp.

363,881

20,537

Loews Corp.

795,700

28,208

MetLife, Inc.

1,317,100

67,449

MetLife, Inc. unit

406,600

11,210

ProAssurance Corp. (a)

5,000

241

Progressive Corp.

345,500

8,883

Prudential Financial, Inc.

845,200

65,672

SAFECO Corp.

21,900

1,234

StanCorp Financial Group, Inc.

56,800

2,892

The Chubb Corp.

832,700

41,552

The St. Paul Travelers Companies, Inc.

21,600

963

W.R. Berkley Corp.

308,361

10,524

White Mountains Insurance Group Ltd.

8,383

4,083

Zenith National Insurance Corp.

61,500

2,440

568,986

Real Estate Investment Trusts - 0.1%

CBL & Associates Properties, Inc.

17,800

693

Equity Office Properties Trust

20,100

734

Equity Residential (SBI)

400

18

Vornado Realty Trust

61,300

5,980

7,425

Real Estate Management & Development - 0.2%

CB Richard Ellis Group, Inc. Class A (a)

450,400

11,215

Mitsui Fudosan Co. Ltd.

112,000

2,432

13,647

Thrifts & Mortgage Finance - 0.9%

Astoria Financial Corp.

44,600

1,358

Countrywide Financial Corp.

90,200

3,435

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Thrifts & Mortgage Finance - continued

Golden West Financial Corp., Delaware

733,200

$ 54,403

Hudson City Bancorp, Inc.

160,200

2,135

61,331

TOTAL FINANCIALS

1,228,984

HEALTH CARE - 9.1%

Biotechnology - 3.8%

Alexion Pharmaceuticals, Inc. (a)

152,305

5,501

Amylin Pharmaceuticals, Inc. (a)

206,900

10,215

Arena Pharmaceuticals, Inc. (a)

260,300

3,014

Celgene Corp. (a)

520,000

24,664

Genentech, Inc. (a)

2,037,900

166,700

Genmab AS (a)

60,400

1,947

Gilead Sciences, Inc. (a)

679,900

40,223

GTx, Inc. (a)

25,000

228

Hutchison China Meditech Ltd.

15

0

MannKind Corp. (a)(d)

290,006

6,180

MannKind Corp. warrants 8/3/10 (a)(g)

29,881

391

Medarex, Inc. (a)

431,700

4,149

Myogen, Inc. (a)

82,800

2,401

Renovis, Inc. (a)

23,400

358

Tanox, Inc. (a)

70,300

972

Theravance, Inc. (a)

30,300

693

ViaCell, Inc. (a)(d)

87,800

399

268,035

Health Care Equipment & Supplies - 1.0%

Becton, Dickinson & Co.

39,300

2,402

C.R. Bard, Inc.

122,000

8,938

Conceptus, Inc. (a)

24,100

329

DexCom, Inc. (a)

90,800

1,233

DJ Orthopedics, Inc. (a)

125,500

4,622

Gen-Probe, Inc. (a)

61,600

3,325

Intuitive Surgical, Inc. (a)

17,300

2,041

Inverness Medical Innovations, Inc. (a)

15,000

423

IRIS International, Inc. (a)(d)

545,400

7,177

Kyphon, Inc. (a)

164,000

6,291

NeuroMetrix, Inc. (a)

30,500

929

Nobel Biocare Holding AG (Switzerland)

22,293

5,293

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

Northstar Neuroscience, Inc.

87,500

$ 908

NuVasive, Inc. (a)

81,600

1,488

ResMed, Inc. (a)

259,500

12,184

St. Jude Medical, Inc. (a)

270,600

8,773

Viasys Healthcare, Inc. (a)

55,800

1,428

67,784

Health Care Providers & Services - 0.9%

Aetna, Inc.

989,900

39,527

American Retirement Corp. (a)

43,100

1,412

Health Net, Inc. (a)

48,600

2,195

Nighthawk Radiology Holdings, Inc.

31,000

556

UnitedHealth Group, Inc.

294,100

13,170

VCA Antech, Inc. (a)

108,500

3,464

Visicu, Inc.

9,700

171

60,495

Health Care Technology - 0.0%

Vital Images, Inc. (a)

46,100

1,139

Life Sciences Tools & Services - 0.2%

Covance, Inc. (a)

44,800

2,743

Exelixis, Inc. (a)

47,700

479

Millipore Corp. (a)

3,500

220

Pharmaceutical Product Development, Inc.

31,900

1,120

Thermo Electron Corp. (a)

260,100

9,426

13,988

Pharmaceuticals - 3.2%

Aspreva Pharmaceuticals Corp. (a)

267,800

7,268

AstraZeneca PLC sponsored ADR

272,400

16,295

Atherogenics, Inc. (a)

32,400

423

Barr Pharmaceuticals, Inc. (a)

10,300

491

Johnson & Johnson

361,500

21,661

Merck & Co., Inc.

522,600

19,038

New River Pharmaceuticals, Inc. (a)

22,200

633

Novartis AG sponsored ADR

573,300

30,912

Roche Holding AG (participation certificate)

631,193

104,347

Sanofi-Aventis sponsored ADR

308,100

15,004

Schering-Plough Corp.

56,700

1,079

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH CARE - continued

Pharmaceuticals - continued

Sepracor, Inc. (a)

11,900

$ 680

Teva Pharmaceutical Industries Ltd. sponsored ADR

155,848

4,923

222,754

TOTAL HEALTH CARE

634,195

INDUSTRIALS - 8.9%

Aerospace & Defense - 0.9%

Armor Holdings, Inc. (a)

39,000

2,138

Heico Corp. Class A

400,000

9,488

L-3 Communications Holdings, Inc.

6,400

483

Lockheed Martin Corp.

488,600

35,052

Northrop Grumman Corp.

54,400

3,485

Precision Castparts Corp.

24,600

1,470

The Boeing Co.

142,900

11,705

United Technologies Corp.

13,900

882

64,703

Air Freight & Logistics - 1.0%

C.H. Robinson Worldwide, Inc.

820,372

43,726

Expeditors International of Washington, Inc.

27,400

1,535

FedEx Corp.

59,400

6,941

United Parcel Service, Inc. Class B

214,300

17,643

69,845

Airlines - 0.4%

Republic Airways Holdings, Inc. (a)

50,100

853

Ryanair Holdings PLC sponsored ADR (a)

309,300

16,306

Southwest Airlines Co.

577,400

9,452

26,611

Commercial Services & Supplies - 0.8%

Aramark Corp. Class B

388,400

12,860

Brady Corp. Class A

111,500

4,108

Cendant Corp.

85,500

1,393

Huron Consulting Group, Inc. (a)

400,000

14,036

Monster Worldwide, Inc. (a)

207,400

8,848

Robert Half International, Inc.

309,300

12,991

The Brink's Co.

54,600

3,080

57,316

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Construction & Engineering - 0.3%

Jacobs Engineering Group, Inc. (a)

237,500

$ 18,915

URS Corp. (a)

28,000

1,176

20,091

Electrical Equipment - 1.3%

Cooper Industries Ltd. Class A

530,600

49,303

Energy Conversion Devices, Inc. (a)

16,100

587

Evergreen Solar, Inc. (a)

452,900

5,879

GrafTech International Ltd. (a)

500,000

2,900

Q-Cells AG

114,300

9,615

Roper Industries, Inc.

87,100

4,072

SolarWorld AG (d)

188,000

11,801

Suntech Power Holdings Co. Ltd. sponsored ADR

121,000

3,418

Ultralife Batteries, Inc. (a)(d)

39,000

395

87,970

Industrial Conglomerates - 0.6%

3M Co.

449,100

36,274

Hutchison Whampoa Ltd.

301,000

2,748

Siemens AG sponsored ADR

33,200

2,882

41,904

Machinery - 2.4%

Caterpillar, Inc.

376,200

28,019

Cummins, Inc.

121,500

14,853

Danaher Corp.

754,377

48,522

IDEX Corp.

543,700

25,663

Joy Global, Inc.

363,757

18,948

PACCAR, Inc.

326,366

26,886

162,891

Marine - 0.1%

American Commercial Lines, Inc.

123,300

7,429

Road & Rail - 0.8%

Canadian National Railway Co.

494,700

21,609

CSX Corp.

10,300

726

Heartland Express, Inc.

182,533

3,266

Knight Transportation, Inc.

58,130

1,174

Landstar System, Inc.

112,900

5,332

Norfolk Southern Corp.

44,800

2,384

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Road & Rail - continued

Swift Transportation Co., Inc. (a)

257,100

$ 8,165

Universal Truckload Services, Inc. (a)

469,903

16,038

58,694

Trading Companies & Distributors - 0.3%

Fastenal Co.

147,500

5,943

Mitsui & Co. Ltd.

1,102,000

15,563

21,506

TOTAL INDUSTRIALS

618,960

INFORMATION TECHNOLOGY - 19.9%

Communications Equipment - 1.8%

CommScope, Inc. (a)

25,500

801

Corning, Inc. (a)

540,300

13,070

ECI Telecom Ltd. (a)

228,900

1,845

F5 Networks, Inc. (a)

94,700

5,065

InterDigital Communication Corp. (a)

42,500

1,484

Ixia (a)

354,600

3,191

Nice Systems Ltd. sponsored ADR (a)

503,500

14,168

Nokia Corp. sponsored ADR

1,585,100

32,114

QUALCOMM, Inc.

1,291,800

51,762

TANDBERG Television ASA (a)

55,000

912

124,412

Computers & Peripherals - 3.8%

Apple Computer, Inc. (a)

1,218,300

69,589

Dell, Inc. (a)

192,400

4,696

Hewlett-Packard Co.

5,050,900

160,013

Network Appliance, Inc. (a)

713,860

25,199

Seagate Technology

222,900

5,046

264,543

Electronic Equipment & Instruments - 0.9%

Agilent Technologies, Inc. (a)

1,800

57

Amphenol Corp. Class A

237,500

13,291

Hon Hai Precision Industry Co. Ltd. (Foxconn)

459,104

2,836

Identix, Inc. (a)

19,300

135

Itron, Inc. (a)

80,100

4,747

KEMET Corp. (a)

1,000,000

9,220

LoJack Corp. (a)

300,000

5,658

Mettler-Toledo International, Inc. (a)

72,800

4,409

Common Stocks - continued

Shares

Value (Note 1) (000s)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Motech Industries, Inc.

395,935

$ 9,318

National Instruments Corp.

490,000

13,426

Sunpower Corp. Class A

6,200

174

Viisage Technology, Inc. (a)

7,300

111

63,382

Internet Software & Services - 5.7%

Akamai Technologies, Inc. (a)

648,000

23,451

aQuantive, Inc. (a)

142,800

3,617

Google, Inc. Class A (sub. vtg.) (a)

674,400

282,799

j2 Global Communications, Inc. (a)

133,000

4,152

LoopNet, Inc. (a)

13,000

242

NetEase.com, Inc. sponsored ADR (a)(d)

223,000

4,980

Tom Online, Inc. sponsored ADR (a)(d)

52,500

1,013

WebSideStory, Inc. (a)(d)

446,056

5,442

Yahoo!, Inc. (a)

2,078,300

68,584

394,280

IT Services - 2.1%

Alliance Data Systems Corp. (a)

298,900

17,581

CheckFree Corp. (a)(d)

387,200

19,190

Cognizant Technology Solutions Corp. Class A (a)

471,000

31,731

First Data Corp.

401,700

18,093

Global Payments, Inc.

54,300

2,636

Infosys Technologies Ltd. sponsored ADR

82,700

6,319

Mastercard, Inc. Class A

265,500

12,744

MoneyGram International, Inc.

29,200

991

Paychex, Inc.

86,900

3,387

SRA International, Inc. Class A (a)

201,561

5,368

TALX Corp.

412,500

9,021

The BISYS Group, Inc. (a)

46,500

637

VeriFone Holdings, Inc. (a)

583,800

17,794

145,492

Office Electronics - 0.0%

Canon, Inc.

36,800

1,798

Zebra Technologies Corp. Class A (a)

19,600

670

2,468

Semiconductors & Semiconductor Equipment - 4.4%

Applied Materials, Inc.

693,200

11,285

ASML Holding NV (NY Shares) (a)

764,800

15,464

Broadcom Corp. Class A (a)

676,600

20,332

Common Stocks - continued

Shares

Value (Note 1) (000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

FormFactor, Inc. (a)

416,100

$ 18,571

Freescale Semiconductor, Inc. Class A (a)

11,000

319

Hittite Microwave Corp.

93,100

3,366

Lam Research Corp. (a)

808,100

37,674

Linear Technology Corp.

78,900

2,642

Marvell Technology Group Ltd. (a)

1,900,600

84,254

MathStar, Inc.

10,000

59

MEMC Electronic Materials, Inc. (a)

326,400

12,240

Microchip Technology, Inc.

63,900

2,144

Monolithic Power Systems, Inc. (a)

86,184

1,020

National Semiconductor Corp.

633,800

15,116

O2Micro International Ltd. sponsored ADR (a)

3,000

23

Renewable Energy Corp. AS

191,300

2,736

Saifun Semiconductors Ltd.

50,000

1,433

Samsung Electronics Co. Ltd.

102,062

64,871

SiRF Technology Holdings, Inc. (a)

285,500

9,199

Zoran Corp. (a)

17,000

414

303,162

Software - 1.2%

Adobe Systems, Inc. (a)

519,006

15,757

Amdocs Ltd. (a)

37,700

1,380

Citrix Systems, Inc. (a)

112,900

4,532

ECtel Ltd. (a)

5,649

25

Informatica Corp. (a)

18,000

237

Intuit, Inc. (a)

443,177

26,763

JDA Software Group, Inc. (a)

400,000

5,612

NAVTEQ Corp. (a)

179,530

8,021

NDS Group PLC sponsored ADR (a)

21,200

987

Salesforce.com, Inc. (a)

140,700

3,751

SAP AG sponsored ADR

246,800

12,962

80,027

TOTAL INFORMATION TECHNOLOGY

1,377,766

MATERIALS - 7.8%

Chemicals - 1.2%

Arkema sponsored ADR (a)

9,210

356

Bayer AG

242,500

11,133

Ecolab, Inc.

698,800

28,357

Lonza Group AG

8,756

601

Common Stocks - continued

Shares

Value (Note 1) (000s)

MATERIALS - continued

Chemicals - continued

Monsanto Co.

142,300

$ 11,980

Praxair, Inc.

490,200

26,471

Wacker Chemie AG

15,900

1,712

80,610

Construction Materials - 0.0%

Rinker Group Ltd.

169,281

2,062

Metals & Mining - 6.6%

Agnico-Eagle Mines Ltd.

231,700

7,682

Alamos Gold, Inc. (a)(d)

1,010,000

8,143

Allegheny Technologies, Inc.

56,400

3,905

Anglo American PLC ADR

1,392,900

28,471

Aquarius Platinum Ltd. (Australia)

598,000

8,777

Bema Gold Corp. (a)

2,517,400

12,561

BHP Billiton Ltd. sponsored ADR

1,199,500

51,662

Companhia Vale do Rio Doce sponsored ADR

102,000

2,452

Eldorado Gold Corp. (a)

608,400

2,954

First Quantum Minerals Ltd.

786,400

35,252

Gabriel Resources Ltd. (a)

725,700

1,879

Gerdau SA sponsored ADR

226,450

3,376

Glamis Gold Ltd. (a)

2,465,757

93,479

Goldcorp, Inc.

951,475

28,681

IPSCO, Inc.

129,000

12,350

Ivanhoe Mines Ltd. (a)

488,000

3,305

Lihir Gold Ltd. (a)

990,100

2,119

Meridian Gold, Inc. (a)

159,600

5,035

New Gold, Inc. (a)

466,300

4,152

New Gold, Inc. warrants 2/23/08 (a)

65,000

111

Newmont Mining Corp.

948,900

50,225

Novagold Resources, Inc. (a)

196,900

2,524

Nucor Corp.

383,200

20,789

Oregon Steel Mills, Inc. (a)

46,000

2,330

POSCO sponsored ADR

248,600

16,631

Rio Tinto PLC (Reg.)

853,200

44,731

Steel Dynamics, Inc.

82,400

5,417

Teck Cominco Ltd. Class B (sub. vtg.)

33,400

2,004

US Gold Corp. (subscription receipt) (a)(g)

112,300

1,128

462,125

TOTAL MATERIALS

544,797

Common Stocks - continued

Shares

Value (Note 1) (000s)

TELECOMMUNICATION SERVICES - 3.0%

Diversified Telecommunication Services - 0.5%

AT&T, Inc.

509,100

$ 14,199

BT Group PLC sponsored ADR

63,600

2,817

Qwest Communications International, Inc. (a)

1,801,900

14,577

Telenor ASA

190,800

2,307

33,900

Wireless Telecommunication Services - 2.5%

America Movil SA de CV Series L sponsored ADR

3,156,400

104,982

American Tower Corp. Class A (a)

59,527

1,852

China Mobile (Hong Kong) Ltd. sponsored ADR

300,600

8,600

Hutchison Telecommunications International Ltd. sponsored ADR (a)(d)

147,300

3,522

Leap Wireless International, Inc. (a)

86,100

4,085

NII Holdings, Inc. (a)

951,647

53,654

176,695

TOTAL TELECOMMUNICATION SERVICES

210,595

UTILITIES - 0.6%

Electric Utilities - 0.1%

Exelon Corp.

82,800

4,706

FirstEnergy Corp.

89,100

4,830

9,536

Gas Utilities - 0.1%

Southern Union Co.

226,875

6,139

Independent Power Producers & Energy Traders - 0.3%

AES Corp. (a)

719,600

13,277

International Power PLC

264,200

1,390

TXU Corp.

71,000

4,245

18,912

Multi-Utilities - 0.1%

National Grid PLC

554,900

6,004

Veolia Environnement

26,900

1,391

7,395

TOTAL UTILITIES

41,982

TOTAL COMMON STOCKS

(Cost $5,702,251)

6,385,219

Convertible Preferred Stocks - 0.1%

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - 0.1%

Automobiles - 0.1%

General Motors Corp. Series B, 5.25%

310,900

$ 5,693

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $5,152)

5,693

Money Market Funds - 9.8%

Fidelity Cash Central Fund, 5.11% (b)

598,552,930

598,553

Fidelity Securities Lending Cash Central Fund, 5.14% (b)(c)

81,361,352

81,361

TOTAL MONEY MARKET FUNDS

(Cost $679,914)

679,914

TOTAL INVESTMENT PORTFOLIO - 101.9%

(Cost $6,387,317)

7,070,826

NET OTHER ASSETS - (1.9)%

(132,079)

NET ASSETS - 100%

$ 6,938,747

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 unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

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

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $388,000 or 0.0% of net assets.

(g) 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 $3,786,000 or 0.1% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

MannKind Corp. warrants 8/3/10

8/3/05

$ 1

The Weinstein Co. III Holdings, LLC Class A-1

10/19/05

$ 2,267

US Gold Corp. (subscription receipt)

2/8/06

$ 505

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 17,778

Fidelity Securities Lending Cash Central Fund

482

Total

$ 18,260

Other Affiliated Issuers

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliates
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value, end of period

Bakers Footwear Group, Inc.

$ 7,130

$ 3,181

$ -

$ -

$ 8,633

Preferred Bank, Los Angeles California

-

19,483

-

39

20,372

TOTALS

$ 7,130

$ 22,664

$ -

$ 39

$ 29,005

Other Information

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

United States of America

72.7%

Canada

7.0%

United Kingdom

3.5%

Bermuda

2.3%

Switzerland

2.3%

Netherlands Antilles

1.8%

Japan

1.6%

Mexico

1.5%

Korea (South)

1.1%

Others (individually less than 1%)

6.2%

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

June 30, 2006 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $79,918) - See accompanying schedule:

Unaffiliated issuers (cost $5,678,277)

$ 6,361,907

Affiliated Central Funds (cost $679,914)

679,914

Other affiliated issuers (cost $29,126)

29,005

Total Investments (cost $6,387,317)

$ 7,070,826

Cash

1

Foreign currency held at value (cost $15,243)

15,243

Receivable for investments sold

27,481

Receivable for fund shares sold

6,182

Dividends receivable

4,374

Interest receivable

3,346

Prepaid expenses

4

Other receivables

264

Total assets

7,127,721

Liabilities

Payable for investments purchased

$ 93,837

Payable for fund shares redeemed

5,812

Accrued management fee

3,184

Distribution fees payable

2,743

Other affiliated payables

1,428

Other payables and accrued expenses

609

Collateral on securities loaned, at value

81,361

Total liabilities

188,974

Net Assets

$ 6,938,747

Net Assets consist of:

Paid in capital

$ 6,264,721

Undistributed net investment income

1,674

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

(11,049)

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

683,401

Net Assets

$ 6,938,747

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)

June 30, 2006 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($1,683,204 ÷ 97,640 shares)

$ 17.24

Maximum offering price per share (100/94.25 of $17.24)

$ 18.29

Class T:
Net Asset Value
and redemption price per share ($2,013,614 ÷ 117,454 shares)

$ 17.14

Maximum offering price per share (100/96.50 of $17.14)

$ 17.76

Class B:
Net Asset Value
and offering price per share
($448,712 ÷ 26,611 shares)A

$ 16.86

Class C:
Net Asset Value
and offering price per share ($1,513,890 ÷ 89,640 shares)A

$ 16.89

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,279,327 ÷ 73,528 shares)

$ 17.40

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

Amounts in thousands

Six months ended June 30, 2006 (Unaudited)

Investment Income

Dividends (including $39 received from other affiliated issuers)

$ 24,406

Interest

92

Income from affiliated Central Funds

18,260

Total income

42,758

Expenses

Management fee

$ 17,029

Transfer agent fees

7,140

Distribution fees

15,241

Accounting and security lending fees

603

Independent trustees' compensation

11

Custodian fees and expenses

383

Registration fees

904

Audit

41

Legal

29

Interest

4

Miscellaneous

130

Total expenses before reductions

41,515

Expense reductions

(465)

41,050

Net investment income (loss)

1,708

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $19)

(4,213)

Foreign currency transactions

309

Total net realized gain (loss)

(3,904)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $11)

132,697

Assets and liabilities in foreign currencies

(108)

Total change in net unrealized appreciation (depreciation)

132,589

Net gain (loss)

128,685

Net increase (decrease) in net assets resulting from operations

$ 130,393

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
June 30, 2006
(Unaudited)

Year ended
December 31,
2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 1,708

$ (3,298)

Net realized gain (loss)

(3,904)

15,438

Change in net unrealized appreciation (depreciation)

132,589

426,567

Net increase (decrease) in net assets resulting
from operations

130,393

438,707

Distributions to shareholders from net realized gain

(14,806)

-

Share transactions - net increase (decrease)

2,568,102

2,787,029

Total increase (decrease) in net assets

2,683,689

3,225,736

Net Assets

Beginning of period

4,255,058

1,029,322

End of period (including undistributed net investment income of $1,674 and accumulated net investment loss of $34, respectively)

$ 6,938,747

$ 4,255,058

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

Semiannual Report

Financial Highlights - Class A

Six month ended
June 30,2006

Years ended December 31,

(Unaudited)

2005

2004

2003 F

Selected Per-Share Data

Net asset value, beginning of period

$ 16.65

$ 13.99

$ 11.79

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.02

.02

(.03)

(.04)

Net realized and unrealized gain (loss)

.62

2.64

2.24

1.87

Total from investment operations

.64

2.66

2.21

1.83

Distributions from net investment income

-

-

(.01)

(.03)

Distributions from net realized gain

(.05)

-

-

(.01)

Total distributions

(.05)

-

(.01)

(.04)

Net asset value, end of period

$ 17.24

$ 16.65

$ 13.99

$ 11.79

Total Return B, C, D

3.84%

19.01%

18.76%

18.23%

Ratios to Average Net Assets G

Expenses before reductions

1.14% A

1.17%

1.22%

1.39% A

Expenses net of fee waivers, if any

1.14% A

1.17%

1.22%

1.39% A

Expenses net of all reductions

1.13% A

1.13%

1.17%

1.28% A

Net investment income (loss)

.29% A

.13%

(.26)%

(.81)% A

Supplemental Data

Net assets, end of period (in millions)

$ 1,683

$ 1,019

$ 230

$ 37

Portfolio turnover rate

82% A

65%

87%

77% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003 F

Selected Per-Share Data

Net asset value, beginning of period

$ 16.57

$ 13.96

$ 11.78

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.01

(.01)

(.06)

(.05)

Net realized and unrealized gain (loss)

.61

2.62

2.25

1.86

Total from investment operations

.62

2.61

2.19

1.81

Distributions from net investment income

-

-

(.01)

(.02)

Distributions from net realized gain

(.05)

-

-

(.01)

Total distributions

(.05)

-

(.01)

(.03)

Net asset value, end of period

$ 17.14

$ 16.57

$ 13.96

$ 11.78

Total Return B, C, D

3.74%

18.70%

18.60%

18.08%

Ratios to Average Net Assets G

Expenses before reductions

1.34% A

1.38%

1.43%

1.62% A

Expenses net of fee waivers, if any

1.34% A

1.38%

1.43%

1.62% A

Expenses net of all reductions

1.32% A

1.34%

1.39%

1.51% A

Net investment income (loss)

.09% A

(.08)%

(.48)%

(1.04)% A

Supplemental Data

Net assets, end of period (in millions)

$ 2,014

$ 1,393

$ 325

$ 62

Portfolio turnover rate

82% A

65%

87%

77% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003 F

Selected Per-Share Data

Net asset value, beginning of period

$ 16.35

$ 13.85

$ 11.76

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.04)

(.10)

(.13)

(.07)

Net realized and unrealized gain (loss)

.60

2.60

2.23

1.85

Total from investment operations

.56

2.50

2.10

1.78

Distributions from net investment income

-

-

(.01)

(.01)

Distributions from net realized gain

(.05)

-

-

(.01)

Total distributions

(.05)

-

(.01)

(.02)

Net asset value, end of period

$ 16.86

$ 16.35

$ 13.85

$ 11.76

Total Return B, C, D

3.42%

18.05%

17.87%

17.75%

Ratios to Average Net Assets G

Expenses before reductions

1.95% A

1.98%

2.02%

2.19% A

Expenses net of fee waivers, if any

1.95% A

1.98%

2.02%

2.19% A

Expenses net of all reductions

1.93% A

1.94%

1.97%

2.08% A

Net investment income (loss)

(.52)% A

(.68)%

(1.06)%

(1.61)% A

Supplemental Data

Net assets, end of period (in millions)

$ 449

$ 339

$ 109

$ 27

Portfolio turnover rate

82% A

65%

87%

77% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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 fee 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, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003 F

Selected Per-Share Data

Net asset value, beginning of period

$ 16.37

$ 13.86

$ 11.76

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.04)

(.09)

(.12)

(.07)

Net realized and unrealized gain (loss)

.61

2.60

2.23

1.85

Total from investment operations

.57

2.51

2.11

1.78

Distributions from net investment income

-

-

(.01)

(.01)

Distributions from net realized gain

(.05)

-

-

(.01)

Total distributions

(.05)

-

(.01)

(.02)

Net asset value, end of period

$ 16.89

$ 16.37

$ 13.86

$ 11.76

Total Return B, C, D

3.48%

18.11%

17.95%

17.77%

Ratios to Average Net Assets G

Expenses before reductions

1.86% A

1.89%

1.94%

2.14% A

Expenses net of fee waivers, if any

1.86% A

1.89%

1.94%

2.14% A

Expenses net of all reductions

1.85% A

1.85%

1.89%

2.03% A

Net investment income (loss)

(.43)% A

(.59)%

(.98)%

(1.55)% A

Supplemental Data

Net assets, end of period (in millions)

$ 1,514

$ 1,006

$ 246

$ 49

Portfolio turnover rate

82% A

65%

87%

77% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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 fee 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, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003 E

Selected Per-Share Data

Net asset value, beginning of period

$ 16.78

$ 14.05

$ 11.79

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.05

.07

.01

(.02)

Net realized and unrealized gain (loss)

.62

2.66

2.26

1.86

Total from investment operations

.67

2.73

2.27

1.84

Distributions from net investment income

-

-

(.01)

(.04)

Distributions from net realized gain

(.05)

-

-

(.01)

Total distributions

(.05)

-

(.01)

(.05)

Net asset value, end of period

$ 17.40

$ 16.78

$ 14.05

$ 11.79

Total Return B, C

3.99%

19.43%

19.27%

18.31%

Ratios to Average Net Assets F

Expenses before reductions

.85% A

.84%

.86%

1.07% A

Expenses net of fee waivers, if any

.85% A

.84%

.86%

1.07% A

Expenses net of all reductions

.84% A

.79%

.82%

.96% A

Net investment income (loss)

.58% A

.47%

.10%

(.49)% A

Supplemental Data

Net assets, end of period (in millions)

$ 1,279

$ 498

$ 120

$ 23

Portfolio turnover rate

82% A

65%

87%

77% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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, 2006 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Advisor New Insights Fund (the Fund) is a fund of Fidelity Contrafund (the trust) and is authorized to issue an unlimited number of shares. Effective the close of business on April 28, 2006, the Fund was closed to most new accounts. 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 Fund may invest in affiliated money market central funds (Money Market Central Funds), which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. 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. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Security Valuation - continued

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the Fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

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

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

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

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

Semiannual Report

1. Significant Accounting Policies - continued

Investment Transactions and Income - continued

earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

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, net operating losses, capital loss carryforwards, and losses deferred due to wash sales.

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

Unrealized appreciation

$ 821,135

Unrealized depreciation

(147,182)

Net unrealized appreciation (depreciation)

$ 673,953

Cost for federal income tax purposes

$ 6,396,873

New Accounting Pronouncement. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48) was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets and results of operations.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

2. Operating Policies.

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

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

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $4,589,558 and $2,152,598, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. 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

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

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%

$ 1,821

$ 82

Class T

.25%

.25%

4,542

340

Class B

.75%

.25%

2,091

1,571

Class C

.75%

.25%

6,787

4,175

$ 15,241

$ 6,168

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, 1.00% to .50% for certain purchases of Class A shares (.25% prior to February 24, 2006) and .25% for certain purchases of Class T shares.

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

Retained
by FDC

Class A

$ 1,885

Class T

440

Class B*

282

Class C*

153

$ 2,760

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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

$ 1,900

.26*

Class T

1,898

.21*

Class B

665

.32*

Class C

1,595

.23*

Institutional Class

1,082

.22*

$ 7,140

* 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.

Affiliated Central Funds. The Fund may invest in Money Market Central Funds which seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

The Money Market Central Funds do not pay a management fee.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $14 for the period.

5. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounts to $6 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

6. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, 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. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Net income from lending portfolio securities during the period amounted to $482.

7. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $27,763. The weighted average interest rate was 5.31%. At period end, there were no bank borrowings outstanding.

8. 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 $452 for the period. In addition, through arrangements with the Fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

8. Expense Reductions - continued

the period, these credits reduced the Fund's custody expenses by $2. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class A

$ 3

Class T

5

Institutional Class

3

$ 11

9. Other.

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

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30,
2006

Year ended
December 31,
2005

From net realized gain

Class A

$ 3,604

$ -

Class T

4,694

-

Class B

1,130

-

Class C

3,506

-

Institutional Class

1,872

-

Total

$ 14,806

$ -

Semiannual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
June 30,
2006

Year ended
December 31,
2005

Six months ended
June 30,
2006

Year ended
December 31,
2005

Class A

Shares sold

43,726

48,615

$ 758,679

$ 747,881

Reinvestment of distributions

186

-

3,201

-

Shares redeemed

(7,489)

(3,868)

(128,194)

(58,730)

Net increase (decrease)

36,423

44,747

$ 633,686

$ 689,151

Class T

Shares sold

41,187

65,661

$ 711,835

$ 990,175

Reinvestment of distributions

260

-

4,446

-

Shares redeemed

(8,035)

(4,899)

(137,559)

(73,812)

Net increase (decrease)

33,412

60,762

$ 578,722

$ 916,363

Class B

Shares sold

8,061

14,492

$ 137,365

$ 215,896

Reinvestment of distributions

56

-

941

-

Shares redeemed

(2,254)

(1,584)

(38,052)

(23,549)

Net increase (decrease)

5,863

12,908

$ 100,254

$ 192,347

Class C

Shares sold

32,227

46,847

$ 549,551

$ 703,988

Reinvestment of distributions

154

-

2,604

-

Shares redeemed

(4,215)

(3,110)

(70,486)

(46,058)

Net increase (decrease)

28,166

43,737

$ 481,669

$ 657,930

Institutional Class

Shares sold

50,637

22,374

$ 891,242

$ 349,673

Reinvestment of distributions

69

-

1,201

-

Shares redeemed

(6,852)

(1,206)

(118,672)

(18,435)

Net increase (decrease)

43,854

21,168

$ 773,771

$ 331,238

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Advisor New Insights Fund

On January 19, 2006, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve a general research services agreement (the Agreement) between FMR, FMR Co., Inc. (FMRC), Fidelity Investments Money Management, Inc. (FIMM), and Fidelity Research & Analysis Company (FRAC) (together, the Investment Advisers) for the fund, effective January 20, 2006, pursuant to which FRAC may provide general research and investment advisory support services to FMRC and FIMM. The Board considered that it has approved previously various sub-advisory agreements for the fund with affiliates of FMR that allow FMR to obtain research, non-discretionary advice, or discretionary portfolio management at no additional expense to the fund. The Board, assisted by the advice of fund counsel and independent Trustees' counsel, considered a broad range of information and determined that it would be beneficial for the fund to access the research and investment advisory support services supplied by FRAC at no additional expense to the fund.

The Board reached this determination in part because the new arrangement will involve no changes in (i) the contractual terms of and fees payable under the fund's management contract or sub-advisory agreements; (ii) the investment process or strategies employed in the management of the fund's assets; (iii) the nature or level of services provided under the fund's management contract or sub-advisory agreements; (iv) the day-to-day management of the fund or the persons primarily responsible for such management; or (v) the ultimate control or beneficial ownership of FMR, FMRC, or FIMM. The Board also considered that the establishment of the Agreement would not necessitate prior shareholder approval of the Agreement or result in an assignment and termination of the fund's management contract or sub-advisory agreements under the Investment Company Act of 1940.

Because the Board was approving an arrangement with FRAC under which the fund will not bear any additional management fees or expenses and under which the fund's portfolio manager would not change, it did not consider the fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of the fund's management contract and sub-advisory agreements, the Board will consider: (i) the nature, extent, and quality of services provided to the fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of the fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders; and (iv) whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the fund's Agreement is fair and reasonable, and that the fund's Agreement should be approved.

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Adviser

FMR Co., Inc.

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

Fidelity Research & Analysis Company
(formerly Fidelity Management &
Research (Far East) Inc.)

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

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

ANIF-USAN-0806
1.803541.102

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

New Insights

Fund - Institutional Class

Semiannual Report

June 30, 2006

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

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

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

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

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

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Annual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Although many securities markets made gains in early 2006, inflation concerns led to mixed results through the year's mid-point. Financial markets are always unpredictable. There are, however, a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2006 to June 30, 2006).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Semiannual Report

Investments - continued

Investments

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

Beginning
Account Value
January 1, 2006

Ending
Account Value
June 30, 2006

Expenses Paid
During Period
*
January 1, 2006
to June 30, 2006

Class A

Actual

$ 1,000.00

$ 1,038.40

$ 5.76

HypotheticalA

$ 1,000.00

$ 1,019.14

$ 5.71

Class T

Actual

$ 1,000.00

$ 1,037.40

$ 6.77

HypotheticalA

$ 1,000.00

$ 1,018.15

$ 6.71

Class B

Actual

$ 1,000.00

$ 1,034.20

$ 9.84

HypotheticalA

$ 1,000.00

$ 1,015.12

$ 9.74

Class C

Actual

$ 1,000.00

$ 1,034.80

$ 9.38

HypotheticalA

$ 1,000.00

$ 1,015.57

$ 9.30

Institutional Class

Actual

$ 1,000.00

$ 1,039.90

$ 4.30

HypotheticalA

$ 1,000.00

$ 1,020.58

$ 4.26

A 5% return per year before expenses

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

Annualized
Expense Ratio

Class A

1.14%

Class T

1.34%

Class B

1.95%

Class C

1.86%

Institutional Class

.85%

Semiannual Report

Investment Changes

Top Ten Stocks as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Google, Inc. Class A (sub. vtg.)

4.1

4.3

Berkshire Hathaway, Inc. Class A

2.5

1.8

Genentech, Inc.

2.4

2.3

Hewlett-Packard Co.

2.3

2.0

EnCana Corp.

2.3

1.8

Schlumberger Ltd. (NY Shares)

1.8

1.0

Wells Fargo & Co.

1.6

1.3

America Movil SA de CV Series L sponsored ADR

1.5

1.5

Roche Holding AG (participation certificate)

1.5

1.3

Valero Energy Corp.

1.4

1.7

21.4

Top Five Market Sectors as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Information Technology

19.9

25.4

Financials

17.7

15.7

Energy

11.3

9.0

Health Care

9.1

14.5

Industrials

8.9

5.2

Asset Allocation (% of fund's net assets)

As of June 30, 2006 *

As of December 31, 2005 **

Stocks 92.0%

Stocks 89.9%

Bonds 0.0%

Bonds 0.1%

Convertible
Securities 0.1%

Convertible
Securities 0.0%

Short-Term
Investments and
Net Other Assets 7.9%

Short-Term
Investments and
Net Other Assets 10.0%

* Foreign investments

27.3%

** Foreign investments

24.6%



Semiannual Report

Investments June 30, 2006 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 92.0%

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - 8.3%

Auto Components - 0.0%

Johnson Controls, Inc.

4,400

$ 362

LKQ Corp. (a)

8,100

154

516

Automobiles - 0.8%

General Motors Corp. (d)

281,200

8,377

Harley-Davidson, Inc.

45,100

2,476

Honda Motor Co. Ltd.

188,000

5,982

Hyundai Motor Co.

6,700

569

Renault SA

19,100

2,052

Toyota Motor Corp.

727,700

38,055

57,511

Distributors - 0.0%

Li & Fung Ltd.

849,200

1,717

Diversified Consumer Services - 0.0%

Laureate Education, Inc. (a)

13,300

567

Hotels, Restaurants & Leisure - 1.9%

Ambassadors Group, Inc.

14,538

420

Aristocrat Leisure Ltd. (d)

1,040,000

9,955

Chipotle Mexican Grill, Inc. Class A

114,000

6,948

International Game Technology

61,000

2,314

Las Vegas Sands Corp. (a)

327,600

25,507

Panera Bread Co. Class A (a)

376,364

25,307

Penn National Gaming, Inc. (a)

209,500

8,124

Ruth's Chris Steak House, Inc.

77,900

1,591

Starbucks Corp. (a)

689,300

26,028

Station Casinos, Inc.

183,900

12,520

Tim Hortons, Inc. (d)

128,300

3,304

Wynn Resorts Ltd. (a)

109,100

7,997

130,015

Household Durables - 1.0%

Fourlis Holdings SA

500,000

7,100

Garmin Ltd.

143,000

15,078

KB Home

14,900

683

Matsushita Electric Industrial Co. Ltd.

474,100

10,018

Sharp Corp.

252,000

3,982

Sony Corp.

614,300

27,054

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Household Durables - continued

Sony Corp. sponsored ADR

10,600

$ 467

Whirlpool Corp.

7,700

636

65,018

Internet & Catalog Retail - 0.1%

Coldwater Creek, Inc. (a)

41,450

1,109

Expedia, Inc. (a)

149,200

2,234

Liberty Media Holding Corp. - Interactive Series A (a)

159,900

2,760

Submarino SA

50,000

1,004

VistaPrint Ltd.

58,600

1,567

8,674

Leisure Equipment & Products - 0.0%

Aruze Corp.

28,000

609

Media - 1.6%

CBS Corp. Class B

19,500

527

Focus Media Holding Ltd. ADR

68,100

4,437

Live Nation, Inc. (a)

56,800

1,156

McGraw-Hill Companies, Inc.

77,900

3,913

News Corp. Class B

572,700

11,557

NTL, Inc.

43,531

1,084

Seek Ltd.

1,000,000

3,976

Sirius Satellite Radio, Inc. (a)(d)

751,600

3,570

The Walt Disney Co.

2,493,500

74,805

The Weinstein Co. III Holdings, LLC Class A-1 (a)(g)

2,267

2,267

Thomson Corp.

52,400

2,019

109,311

Multiline Retail - 0.6%

JCPenney Co., Inc.

182,400

12,314

Marks & Spencer Group PLC

2,349,100

25,504

Nordstrom, Inc.

92,700

3,384

41,202

Specialty Retail - 2.1%

AnnTaylor Stores Corp. (a)

152,000

6,594

Bakers Footwear Group, Inc. (a)(d)(e)

620,600

8,633

Best Buy Co., Inc.

453,650

24,878

Casual Male Retail Group, Inc. (a)

297,700

2,992

Circuit City Stores, Inc.

713,405

19,419

Inditex SA

49,700

2,097

J. Crew Group, Inc.

230,100

6,316

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Specialty Retail - continued

Limited Brands, Inc.

210,400

$ 5,384

O'Reilly Automotive, Inc. (a)

16,900

527

Office Depot, Inc. (a)

804,800

30,582

Payless ShoeSource, Inc. (a)

71,400

1,940

Staples, Inc.

509,300

12,386

The Children's Place Retail Stores, Inc. (a)

11,400

685

TJX Companies, Inc.

734,400

16,788

Tractor Supply Co. (a)

14,400

796

Wet Seal, Inc. Class A (a)

193,200

943

Zumiez, Inc. (a)

13,000

488

141,448

Textiles, Apparel & Luxury Goods - 0.2%

Burberry Group PLC

91,700

729

Coach, Inc. (a)

102,000

3,050

Luxottica Group Spa sponsored ADR

23,400

635

Phillips-Van Heusen Corp.

24,800

946

Puma AG

9,000

3,499

Under Armour, Inc. Class A (sub. vtg.)

65,500

2,792

VF Corp.

65,400

4,442

16,093

TOTAL CONSUMER DISCRETIONARY

572,681

CONSUMER STAPLES - 5.4%

Beverages - 2.4%

Anheuser-Busch Companies, Inc.

19,900

907

Diageo PLC sponsored ADR

471,100

31,823

Hansen Natural Corp. (a)

20,100

3,826

InBev SA

20,000

981

Jones Soda Co. (a)(d)

310,890

2,798

PepsiCo, Inc.

1,309,300

78,610

The Coca-Cola Co.

1,040,400

44,758

163,703

Food & Staples Retailing - 0.4%

Costco Wholesale Corp.

49,400

2,822

Safeway, Inc.

27,800

723

Tesco PLC

1,296,585

8,010

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER STAPLES - continued

Food & Staples Retailing - continued

Wal-Mart de Mexico SA de CV Series V

787,478

$ 2,164

Wal-Mart Stores, Inc.

299,500

14,427

28,146

Food Products - 0.8%

Campbell Soup Co.

37,600

1,395

General Mills, Inc.

39,100

2,020

Groupe Danone

118,500

15,060

Hershey Co.

189,100

10,414

Kellogg Co.

72,600

3,516

Nestle SA (Reg.)

52,546

16,505

Sara Lee Corp.

164,500

2,635

TreeHouse Foods, Inc. (a)

183,500

4,384

Wm. Wrigley Jr. Co.

80,050

3,631

59,560

Household Products - 1.6%

Colgate-Palmolive Co.

548,500

32,855

Procter & Gamble Co.

1,387,067

77,121

109,976

Personal Products - 0.2%

Estee Lauder Companies, Inc. Class A

90,300

3,492

Herbalife Ltd. (a)

214,800

8,571

12,063

TOTAL CONSUMER STAPLES

373,448

ENERGY - 11.3%

Energy Equipment & Services - 3.0%

Baker Hughes, Inc.

488,900

40,016

BJ Services Co.

51,600

1,923

Halliburton Co.

200,700

14,894

Hydril Co. (a)

190,000

14,919

Schlumberger Ltd. (NY Shares)

1,870,800

121,808

Smith International, Inc.

62,644

2,786

Superior Well Services, Inc.

310,000

7,719

204,065

Oil, Gas & Consumable Fuels - 8.3%

Addax Petroleum Corp.

116,200

3,107

BG Group PLC sponsored ADR

174,500

11,671

Common Stocks - continued

Shares

Value (Note 1) (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

BP PLC sponsored ADR

273,600

$ 19,045

Cameco Corp.

66,300

2,641

Canadian Natural Resources Ltd.

111,600

6,170

Canadian Oil Sands Trust unit

858,300

27,680

CONSOL Energy, Inc.

377,900

17,655

EnCana Corp.

2,974,800

156,641

EOG Resources, Inc.

242,200

16,794

Exxon Mobil Corp.

838,300

51,430

Foundation Coal Holdings, Inc.

32,100

1,506

Goodrich Petroleum Corp. (a)

23,730

674

Hess Corp.

27,900

1,475

Highpine Oil & Gas Ltd. (a)(f)

23,300

388

Hugoton Royalty Trust

2

0

Husky Energy, Inc.

21,300

1,337

Imperial Oil Ltd.

21,000

767

Kerr-McGee Corp.

51,800

3,592

Murphy Oil Corp.

347,800

19,428

Noble Energy, Inc.

196,500

9,208

Occidental Petroleum Corp.

147,100

15,085

Peabody Energy Corp.

309,400

17,249

PetroChina Co. Ltd. sponsored ADR (d)

324,800

35,069

Petroleo Brasileiro SA Petrobras sponsored ADR

105,500

9,422

Sasol Ltd. sponsored ADR

33,600

1,298

Suncor Energy, Inc.

152,300

12,325

Talisman Energy, Inc.

501,300

8,748

Total SA sponsored ADR

89,600

5,871

Ultra Petroleum Corp. (a)

191,000

11,321

Valero Energy Corp.

1,463,234

97,334

Western Oil Sands, Inc. Class A (a)

144,500

4,005

XTO Energy, Inc.

199,000

8,810

577,746

TOTAL ENERGY

781,811

FINANCIALS - 17.7%

Capital Markets - 0.6%

Charles Schwab Corp.

761,000

12,161

Goldman Sachs Group, Inc.

151,900

22,850

Lehman Brothers Holdings, Inc.

32,900

2,143

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Capital Markets - continued

Mellon Financial Corp.

208,800

$ 7,189

SEI Investments Co.

5,800

284

44,627

Commercial Banks - 4.2%

Allied Irish Banks PLC

616,500

14,907

Anglo Irish Bank Corp. PLC

1,753,900

27,372

Banco Itau Holding Financeira SA sponsored ADR (non-vtg.)

65,300

1,904

Bank of Ireland

230,400

4,139

Bank of the Ozarks, Inc.

39,100

1,302

Center Financial Corp., California

50,000

1,182

Commerce Bancorp, Inc., New Jersey

161,900

5,775

Compass Bancshares, Inc.

112,800

6,272

Home Bancshares, Inc.

8,100

184

HSBC Holdings PLC sponsored ADR

113,200

10,001

M&T Bank Corp.

340,100

40,105

Marshall & Ilsley Corp.

28,000

1,281

National Australia Bank Ltd.

131,500

3,436

PNC Financial Services Group, Inc.

32,700

2,295

Preferred Bank, Los Angeles California (e)

380,004

20,372

PrivateBancorp, Inc.

101,000

4,182

Royal Bank of Scotland Group PLC

438,000

14,404

Shinhan Financial Group Co. Ltd.

48,530

2,276

Standard Chartered PLC (United Kingdom)

163,800

3,999

SunTrust Banks, Inc.

52,900

4,034

Uniao de Bancos Brasileiros SA (Unibanco) GDR

87,700

5,822

Wells Fargo & Co.

1,684,800

113,016

Zions Bancorp

77,100

6,009

294,269

Consumer Finance - 1.8%

American Express Co.

1,255,200

66,802

SLM Corp.

1,049,100

55,518

122,320

Diversified Financial Services - 1.7%

Bank of America Corp.

1,024,100

49,259

Citigroup, Inc.

603,300

29,103

JPMorgan Chase & Co.

667,100

28,018

Moody's Corp.

183,600

9,999

116,379

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Insurance - 8.2%

Admiral Group PLC

780,700

$ 8,967

Allstate Corp.

865,100

47,347

American International Group, Inc.

557,500

32,920

Assurant, Inc.

199,100

9,636

Axis Capital Holdings Ltd.

32,400

927

Berkshire Hathaway, Inc. Class A (a)(d)

1,853

169,844

Cincinnati Financial Corp.

17,100

804

Everest Re Group Ltd.

159,300

13,791

Genworth Financial, Inc. Class A (non-vtg.)

541,400

18,862

Lincoln National Corp.

363,881

20,537

Loews Corp.

795,700

28,208

MetLife, Inc.

1,317,100

67,449

MetLife, Inc. unit

406,600

11,210

ProAssurance Corp. (a)

5,000

241

Progressive Corp.

345,500

8,883

Prudential Financial, Inc.

845,200

65,672

SAFECO Corp.

21,900

1,234

StanCorp Financial Group, Inc.

56,800

2,892

The Chubb Corp.

832,700

41,552

The St. Paul Travelers Companies, Inc.

21,600

963

W.R. Berkley Corp.

308,361

10,524

White Mountains Insurance Group Ltd.

8,383

4,083

Zenith National Insurance Corp.

61,500

2,440

568,986

Real Estate Investment Trusts - 0.1%

CBL & Associates Properties, Inc.

17,800

693

Equity Office Properties Trust

20,100

734

Equity Residential (SBI)

400

18

Vornado Realty Trust

61,300

5,980

7,425

Real Estate Management & Development - 0.2%

CB Richard Ellis Group, Inc. Class A (a)

450,400

11,215

Mitsui Fudosan Co. Ltd.

112,000

2,432

13,647

Thrifts & Mortgage Finance - 0.9%

Astoria Financial Corp.

44,600

1,358

Countrywide Financial Corp.

90,200

3,435

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Thrifts & Mortgage Finance - continued

Golden West Financial Corp., Delaware

733,200

$ 54,403

Hudson City Bancorp, Inc.

160,200

2,135

61,331

TOTAL FINANCIALS

1,228,984

HEALTH CARE - 9.1%

Biotechnology - 3.8%

Alexion Pharmaceuticals, Inc. (a)

152,305

5,501

Amylin Pharmaceuticals, Inc. (a)

206,900

10,215

Arena Pharmaceuticals, Inc. (a)

260,300

3,014

Celgene Corp. (a)

520,000

24,664

Genentech, Inc. (a)

2,037,900

166,700

Genmab AS (a)

60,400

1,947

Gilead Sciences, Inc. (a)

679,900

40,223

GTx, Inc. (a)

25,000

228

Hutchison China Meditech Ltd.

15

0

MannKind Corp. (a)(d)

290,006

6,180

MannKind Corp. warrants 8/3/10 (a)(g)

29,881

391

Medarex, Inc. (a)

431,700

4,149

Myogen, Inc. (a)

82,800

2,401

Renovis, Inc. (a)

23,400

358

Tanox, Inc. (a)

70,300

972

Theravance, Inc. (a)

30,300

693

ViaCell, Inc. (a)(d)

87,800

399

268,035

Health Care Equipment & Supplies - 1.0%

Becton, Dickinson & Co.

39,300

2,402

C.R. Bard, Inc.

122,000

8,938

Conceptus, Inc. (a)

24,100

329

DexCom, Inc. (a)

90,800

1,233

DJ Orthopedics, Inc. (a)

125,500

4,622

Gen-Probe, Inc. (a)

61,600

3,325

Intuitive Surgical, Inc. (a)

17,300

2,041

Inverness Medical Innovations, Inc. (a)

15,000

423

IRIS International, Inc. (a)(d)

545,400

7,177

Kyphon, Inc. (a)

164,000

6,291

NeuroMetrix, Inc. (a)

30,500

929

Nobel Biocare Holding AG (Switzerland)

22,293

5,293

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

Northstar Neuroscience, Inc.

87,500

$ 908

NuVasive, Inc. (a)

81,600

1,488

ResMed, Inc. (a)

259,500

12,184

St. Jude Medical, Inc. (a)

270,600

8,773

Viasys Healthcare, Inc. (a)

55,800

1,428

67,784

Health Care Providers & Services - 0.9%

Aetna, Inc.

989,900

39,527

American Retirement Corp. (a)

43,100

1,412

Health Net, Inc. (a)

48,600

2,195

Nighthawk Radiology Holdings, Inc.

31,000

556

UnitedHealth Group, Inc.

294,100

13,170

VCA Antech, Inc. (a)

108,500

3,464

Visicu, Inc.

9,700

171

60,495

Health Care Technology - 0.0%

Vital Images, Inc. (a)

46,100

1,139

Life Sciences Tools & Services - 0.2%

Covance, Inc. (a)

44,800

2,743

Exelixis, Inc. (a)

47,700

479

Millipore Corp. (a)

3,500

220

Pharmaceutical Product Development, Inc.

31,900

1,120

Thermo Electron Corp. (a)

260,100

9,426

13,988

Pharmaceuticals - 3.2%

Aspreva Pharmaceuticals Corp. (a)

267,800

7,268

AstraZeneca PLC sponsored ADR

272,400

16,295

Atherogenics, Inc. (a)

32,400

423

Barr Pharmaceuticals, Inc. (a)

10,300

491

Johnson & Johnson

361,500

21,661

Merck & Co., Inc.

522,600

19,038

New River Pharmaceuticals, Inc. (a)

22,200

633

Novartis AG sponsored ADR

573,300

30,912

Roche Holding AG (participation certificate)

631,193

104,347

Sanofi-Aventis sponsored ADR

308,100

15,004

Schering-Plough Corp.

56,700

1,079

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH CARE - continued

Pharmaceuticals - continued

Sepracor, Inc. (a)

11,900

$ 680

Teva Pharmaceutical Industries Ltd. sponsored ADR

155,848

4,923

222,754

TOTAL HEALTH CARE

634,195

INDUSTRIALS - 8.9%

Aerospace & Defense - 0.9%

Armor Holdings, Inc. (a)

39,000

2,138

Heico Corp. Class A

400,000

9,488

L-3 Communications Holdings, Inc.

6,400

483

Lockheed Martin Corp.

488,600

35,052

Northrop Grumman Corp.

54,400

3,485

Precision Castparts Corp.

24,600

1,470

The Boeing Co.

142,900

11,705

United Technologies Corp.

13,900

882

64,703

Air Freight & Logistics - 1.0%

C.H. Robinson Worldwide, Inc.

820,372

43,726

Expeditors International of Washington, Inc.

27,400

1,535

FedEx Corp.

59,400

6,941

United Parcel Service, Inc. Class B

214,300

17,643

69,845

Airlines - 0.4%

Republic Airways Holdings, Inc. (a)

50,100

853

Ryanair Holdings PLC sponsored ADR (a)

309,300

16,306

Southwest Airlines Co.

577,400

9,452

26,611

Commercial Services & Supplies - 0.8%

Aramark Corp. Class B

388,400

12,860

Brady Corp. Class A

111,500

4,108

Cendant Corp.

85,500

1,393

Huron Consulting Group, Inc. (a)

400,000

14,036

Monster Worldwide, Inc. (a)

207,400

8,848

Robert Half International, Inc.

309,300

12,991

The Brink's Co.

54,600

3,080

57,316

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Construction & Engineering - 0.3%

Jacobs Engineering Group, Inc. (a)

237,500

$ 18,915

URS Corp. (a)

28,000

1,176

20,091

Electrical Equipment - 1.3%

Cooper Industries Ltd. Class A

530,600

49,303

Energy Conversion Devices, Inc. (a)

16,100

587

Evergreen Solar, Inc. (a)

452,900

5,879

GrafTech International Ltd. (a)

500,000

2,900

Q-Cells AG

114,300

9,615

Roper Industries, Inc.

87,100

4,072

SolarWorld AG (d)

188,000

11,801

Suntech Power Holdings Co. Ltd. sponsored ADR

121,000

3,418

Ultralife Batteries, Inc. (a)(d)

39,000

395

87,970

Industrial Conglomerates - 0.6%

3M Co.

449,100

36,274

Hutchison Whampoa Ltd.

301,000

2,748

Siemens AG sponsored ADR

33,200

2,882

41,904

Machinery - 2.4%

Caterpillar, Inc.

376,200

28,019

Cummins, Inc.

121,500

14,853

Danaher Corp.

754,377

48,522

IDEX Corp.

543,700

25,663

Joy Global, Inc.

363,757

18,948

PACCAR, Inc.

326,366

26,886

162,891

Marine - 0.1%

American Commercial Lines, Inc.

123,300

7,429

Road & Rail - 0.8%

Canadian National Railway Co.

494,700

21,609

CSX Corp.

10,300

726

Heartland Express, Inc.

182,533

3,266

Knight Transportation, Inc.

58,130

1,174

Landstar System, Inc.

112,900

5,332

Norfolk Southern Corp.

44,800

2,384

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Road & Rail - continued

Swift Transportation Co., Inc. (a)

257,100

$ 8,165

Universal Truckload Services, Inc. (a)

469,903

16,038

58,694

Trading Companies & Distributors - 0.3%

Fastenal Co.

147,500

5,943

Mitsui & Co. Ltd.

1,102,000

15,563

21,506

TOTAL INDUSTRIALS

618,960

INFORMATION TECHNOLOGY - 19.9%

Communications Equipment - 1.8%

CommScope, Inc. (a)

25,500

801

Corning, Inc. (a)

540,300

13,070

ECI Telecom Ltd. (a)

228,900

1,845

F5 Networks, Inc. (a)

94,700

5,065

InterDigital Communication Corp. (a)

42,500

1,484

Ixia (a)

354,600

3,191

Nice Systems Ltd. sponsored ADR (a)

503,500

14,168

Nokia Corp. sponsored ADR

1,585,100

32,114

QUALCOMM, Inc.

1,291,800

51,762

TANDBERG Television ASA (a)

55,000

912

124,412

Computers & Peripherals - 3.8%

Apple Computer, Inc. (a)

1,218,300

69,589

Dell, Inc. (a)

192,400

4,696

Hewlett-Packard Co.

5,050,900

160,013

Network Appliance, Inc. (a)

713,860

25,199

Seagate Technology

222,900

5,046

264,543

Electronic Equipment & Instruments - 0.9%

Agilent Technologies, Inc. (a)

1,800

57

Amphenol Corp. Class A

237,500

13,291

Hon Hai Precision Industry Co. Ltd. (Foxconn)

459,104

2,836

Identix, Inc. (a)

19,300

135

Itron, Inc. (a)

80,100

4,747

KEMET Corp. (a)

1,000,000

9,220

LoJack Corp. (a)

300,000

5,658

Mettler-Toledo International, Inc. (a)

72,800

4,409

Common Stocks - continued

Shares

Value (Note 1) (000s)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Motech Industries, Inc.

395,935

$ 9,318

National Instruments Corp.

490,000

13,426

Sunpower Corp. Class A

6,200

174

Viisage Technology, Inc. (a)

7,300

111

63,382

Internet Software & Services - 5.7%

Akamai Technologies, Inc. (a)

648,000

23,451

aQuantive, Inc. (a)

142,800

3,617

Google, Inc. Class A (sub. vtg.) (a)

674,400

282,799

j2 Global Communications, Inc. (a)

133,000

4,152

LoopNet, Inc. (a)

13,000

242

NetEase.com, Inc. sponsored ADR (a)(d)

223,000

4,980

Tom Online, Inc. sponsored ADR (a)(d)

52,500

1,013

WebSideStory, Inc. (a)(d)

446,056

5,442

Yahoo!, Inc. (a)

2,078,300

68,584

394,280

IT Services - 2.1%

Alliance Data Systems Corp. (a)

298,900

17,581

CheckFree Corp. (a)(d)

387,200

19,190

Cognizant Technology Solutions Corp. Class A (a)

471,000

31,731

First Data Corp.

401,700

18,093

Global Payments, Inc.

54,300

2,636

Infosys Technologies Ltd. sponsored ADR

82,700

6,319

Mastercard, Inc. Class A

265,500

12,744

MoneyGram International, Inc.

29,200

991

Paychex, Inc.

86,900

3,387

SRA International, Inc. Class A (a)

201,561

5,368

TALX Corp.

412,500

9,021

The BISYS Group, Inc. (a)

46,500

637

VeriFone Holdings, Inc. (a)

583,800

17,794

145,492

Office Electronics - 0.0%

Canon, Inc.

36,800

1,798

Zebra Technologies Corp. Class A (a)

19,600

670

2,468

Semiconductors & Semiconductor Equipment - 4.4%

Applied Materials, Inc.

693,200

11,285

ASML Holding NV (NY Shares) (a)

764,800

15,464

Broadcom Corp. Class A (a)

676,600

20,332

Common Stocks - continued

Shares

Value (Note 1) (000s)

INFORMATION TECHNOLOGY - continued

Semiconductors & Semiconductor Equipment - continued

FormFactor, Inc. (a)

416,100

$ 18,571

Freescale Semiconductor, Inc. Class A (a)

11,000

319

Hittite Microwave Corp.

93,100

3,366

Lam Research Corp. (a)

808,100

37,674

Linear Technology Corp.

78,900

2,642

Marvell Technology Group Ltd. (a)

1,900,600

84,254

MathStar, Inc.

10,000

59

MEMC Electronic Materials, Inc. (a)

326,400

12,240

Microchip Technology, Inc.

63,900

2,144

Monolithic Power Systems, Inc. (a)

86,184

1,020

National Semiconductor Corp.

633,800

15,116

O2Micro International Ltd. sponsored ADR (a)

3,000

23

Renewable Energy Corp. AS

191,300

2,736

Saifun Semiconductors Ltd.

50,000

1,433

Samsung Electronics Co. Ltd.

102,062

64,871

SiRF Technology Holdings, Inc. (a)

285,500

9,199

Zoran Corp. (a)

17,000

414

303,162

Software - 1.2%

Adobe Systems, Inc. (a)

519,006

15,757

Amdocs Ltd. (a)

37,700

1,380

Citrix Systems, Inc. (a)

112,900

4,532

ECtel Ltd. (a)

5,649

25

Informatica Corp. (a)

18,000

237

Intuit, Inc. (a)

443,177

26,763

JDA Software Group, Inc. (a)

400,000

5,612

NAVTEQ Corp. (a)

179,530

8,021

NDS Group PLC sponsored ADR (a)

21,200

987

Salesforce.com, Inc. (a)

140,700

3,751

SAP AG sponsored ADR

246,800

12,962

80,027

TOTAL INFORMATION TECHNOLOGY

1,377,766

MATERIALS - 7.8%

Chemicals - 1.2%

Arkema sponsored ADR (a)

9,210

356

Bayer AG

242,500

11,133

Ecolab, Inc.

698,800

28,357

Lonza Group AG

8,756

601

Common Stocks - continued

Shares

Value (Note 1) (000s)

MATERIALS - continued

Chemicals - continued

Monsanto Co.

142,300

$ 11,980

Praxair, Inc.

490,200

26,471

Wacker Chemie AG

15,900

1,712

80,610

Construction Materials - 0.0%

Rinker Group Ltd.

169,281

2,062

Metals & Mining - 6.6%

Agnico-Eagle Mines Ltd.

231,700

7,682

Alamos Gold, Inc. (a)(d)

1,010,000

8,143

Allegheny Technologies, Inc.

56,400

3,905

Anglo American PLC ADR

1,392,900

28,471

Aquarius Platinum Ltd. (Australia)

598,000

8,777

Bema Gold Corp. (a)

2,517,400

12,561

BHP Billiton Ltd. sponsored ADR

1,199,500

51,662

Companhia Vale do Rio Doce sponsored ADR

102,000

2,452

Eldorado Gold Corp. (a)

608,400

2,954

First Quantum Minerals Ltd.

786,400

35,252

Gabriel Resources Ltd. (a)

725,700

1,879

Gerdau SA sponsored ADR

226,450

3,376

Glamis Gold Ltd. (a)

2,465,757

93,479

Goldcorp, Inc.

951,475

28,681

IPSCO, Inc.

129,000

12,350

Ivanhoe Mines Ltd. (a)

488,000

3,305

Lihir Gold Ltd. (a)

990,100

2,119

Meridian Gold, Inc. (a)

159,600

5,035

New Gold, Inc. (a)

466,300

4,152

New Gold, Inc. warrants 2/23/08 (a)

65,000

111

Newmont Mining Corp.

948,900

50,225

Novagold Resources, Inc. (a)

196,900

2,524

Nucor Corp.

383,200

20,789

Oregon Steel Mills, Inc. (a)

46,000

2,330

POSCO sponsored ADR

248,600

16,631

Rio Tinto PLC (Reg.)

853,200

44,731

Steel Dynamics, Inc.

82,400

5,417

Teck Cominco Ltd. Class B (sub. vtg.)

33,400

2,004

US Gold Corp. (subscription receipt) (a)(g)

112,300

1,128

462,125

TOTAL MATERIALS

544,797

Common Stocks - continued

Shares

Value (Note 1) (000s)

TELECOMMUNICATION SERVICES - 3.0%

Diversified Telecommunication Services - 0.5%

AT&T, Inc.

509,100

$ 14,199

BT Group PLC sponsored ADR

63,600

2,817

Qwest Communications International, Inc. (a)

1,801,900

14,577

Telenor ASA

190,800

2,307

33,900

Wireless Telecommunication Services - 2.5%

America Movil SA de CV Series L sponsored ADR

3,156,400

104,982

American Tower Corp. Class A (a)

59,527

1,852

China Mobile (Hong Kong) Ltd. sponsored ADR

300,600

8,600

Hutchison Telecommunications International Ltd. sponsored ADR (a)(d)

147,300

3,522

Leap Wireless International, Inc. (a)

86,100

4,085

NII Holdings, Inc. (a)

951,647

53,654

176,695

TOTAL TELECOMMUNICATION SERVICES

210,595

UTILITIES - 0.6%

Electric Utilities - 0.1%

Exelon Corp.

82,800

4,706

FirstEnergy Corp.

89,100

4,830

9,536

Gas Utilities - 0.1%

Southern Union Co.

226,875

6,139

Independent Power Producers & Energy Traders - 0.3%

AES Corp. (a)

719,600

13,277

International Power PLC

264,200

1,390

TXU Corp.

71,000

4,245

18,912

Multi-Utilities - 0.1%

National Grid PLC

554,900

6,004

Veolia Environnement

26,900

1,391

7,395

TOTAL UTILITIES

41,982

TOTAL COMMON STOCKS

(Cost $5,702,251)

6,385,219

Convertible Preferred Stocks - 0.1%

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - 0.1%

Automobiles - 0.1%

General Motors Corp. Series B, 5.25%

310,900

$ 5,693

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $5,152)

5,693

Money Market Funds - 9.8%

Fidelity Cash Central Fund, 5.11% (b)

598,552,930

598,553

Fidelity Securities Lending Cash Central Fund, 5.14% (b)(c)

81,361,352

81,361

TOTAL MONEY MARKET FUNDS

(Cost $679,914)

679,914

TOTAL INVESTMENT PORTFOLIO - 101.9%

(Cost $6,387,317)

7,070,826

NET OTHER ASSETS - (1.9)%

(132,079)

NET ASSETS - 100%

$ 6,938,747

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 unaudited listing of the fund's holdings as of its most recent quarter end is available upon request.

(c) Investment made with cash collateral received from securities on loan.

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

(e) Affiliated company

(f) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $388,000 or 0.0% of net assets.

(g) 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 $3,786,000 or 0.1% of net assets.

Additional information on each holding is as follows:

Security

Acquisition Date

Acquisition Cost (000s)

MannKind Corp. warrants 8/3/10

8/3/05

$ 1

The Weinstein Co. III Holdings, LLC Class A-1

10/19/05

$ 2,267

US Gold Corp. (subscription receipt)

2/8/06

$ 505

Affiliated Central Funds

Information regarding fiscal year to date income earned by the fund from the affiliated Central funds is as follows:

Fund

Income earned
(Amounts in thousands)

Fidelity Cash Central Fund

$ 17,778

Fidelity Securities Lending Cash Central Fund

482

Total

$ 18,260

Other Affiliated Issuers

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Fiscal year to date transactions with companies which are or were affiliates are as follows:

Affiliates
(Amounts in thousands)

Value, beginning of period

Purchases

Sales Proceeds

Dividend Income

Value, end of period

Bakers Footwear Group, Inc.

$ 7,130

$ 3,181

$ -

$ -

$ 8,633

Preferred Bank, Los Angeles California

-

19,483

-

39

20,372

TOTALS

$ 7,130

$ 22,664

$ -

$ 39

$ 29,005

Other Information

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

United States of America

72.7%

Canada

7.0%

United Kingdom

3.5%

Bermuda

2.3%

Switzerland

2.3%

Netherlands Antilles

1.8%

Japan

1.6%

Mexico

1.5%

Korea (South)

1.1%

Others (individually less than 1%)

6.2%

100.0%

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amounts)

June 30, 2006 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $79,918) - See accompanying schedule:

Unaffiliated issuers (cost $5,678,277)

$ 6,361,907

Affiliated Central Funds (cost $679,914)

679,914

Other affiliated issuers (cost $29,126)

29,005

Total Investments (cost $6,387,317)

$ 7,070,826

Cash

1

Foreign currency held at value (cost $15,243)

15,243

Receivable for investments sold

27,481

Receivable for fund shares sold

6,182

Dividends receivable

4,374

Interest receivable

3,346

Prepaid expenses

4

Other receivables

264

Total assets

7,127,721

Liabilities

Payable for investments purchased

$ 93,837

Payable for fund shares redeemed

5,812

Accrued management fee

3,184

Distribution fees payable

2,743

Other affiliated payables

1,428

Other payables and accrued expenses

609

Collateral on securities loaned, at value

81,361

Total liabilities

188,974

Net Assets

$ 6,938,747

Net Assets consist of:

Paid in capital

$ 6,264,721

Undistributed net investment income

1,674

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

(11,049)

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

683,401

Net Assets

$ 6,938,747

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

Semiannual Report

Financial Statements - continued

Statement of Assets and Liabilities - continued

Amounts in thousands (except per-share amounts)

June 30, 2006 (Unaudited)

Calculation of Maximum Offering Price
Class A:
Net Asset Value
and redemption price per share
($1,683,204 ÷ 97,640 shares)

$ 17.24

Maximum offering price per share (100/94.25 of $17.24)

$ 18.29

Class T:
Net Asset Value
and redemption price per share ($2,013,614 ÷ 117,454 shares)

$ 17.14

Maximum offering price per share (100/96.50 of $17.14)

$ 17.76

Class B:
Net Asset Value
and offering price per share
($448,712 ÷ 26,611 shares)A

$ 16.86

Class C:
Net Asset Value
and offering price per share ($1,513,890 ÷ 89,640 shares)A

$ 16.89

Institutional Class:
Net Asset Value
, offering price and redemption price per share ($1,279,327 ÷ 73,528 shares)

$ 17.40

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

Amounts in thousands

Six months ended June 30, 2006 (Unaudited)

Investment Income

Dividends (including $39 received from other affiliated issuers)

$ 24,406

Interest

92

Income from affiliated Central Funds

18,260

Total income

42,758

Expenses

Management fee

$ 17,029

Transfer agent fees

7,140

Distribution fees

15,241

Accounting and security lending fees

603

Independent trustees' compensation

11

Custodian fees and expenses

383

Registration fees

904

Audit

41

Legal

29

Interest

4

Miscellaneous

130

Total expenses before reductions

41,515

Expense reductions

(465)

41,050

Net investment income (loss)

1,708

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities:

Unaffiliated issuers (net of foreign taxes of $19)

(4,213)

Foreign currency transactions

309

Total net realized gain (loss)

(3,904)

Change in net unrealized appreciation (depreciation) on:

Investment securities (net of decrease in deferred foreign taxes of $11)

132,697

Assets and liabilities in foreign currencies

(108)

Total change in net unrealized appreciation (depreciation)

132,589

Net gain (loss)

128,685

Net increase (decrease) in net assets resulting from operations

$ 130,393

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

Semiannual Report

Financial Statements - continued

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
June 30, 2006
(Unaudited)

Year ended
December 31,
2005

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 1,708

$ (3,298)

Net realized gain (loss)

(3,904)

15,438

Change in net unrealized appreciation (depreciation)

132,589

426,567

Net increase (decrease) in net assets resulting
from operations

130,393

438,707

Distributions to shareholders from net realized gain

(14,806)

-

Share transactions - net increase (decrease)

2,568,102

2,787,029

Total increase (decrease) in net assets

2,683,689

3,225,736

Net Assets

Beginning of period

4,255,058

1,029,322

End of period (including undistributed net investment income of $1,674 and accumulated net investment loss of $34, respectively)

$ 6,938,747

$ 4,255,058

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

Semiannual Report

Financial Highlights - Class A

Six month ended
June 30,2006

Years ended December 31,

(Unaudited)

2005

2004

2003 F

Selected Per-Share Data

Net asset value, beginning of period

$ 16.65

$ 13.99

$ 11.79

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.02

.02

(.03)

(.04)

Net realized and unrealized gain (loss)

.62

2.64

2.24

1.87

Total from investment operations

.64

2.66

2.21

1.83

Distributions from net investment income

-

-

(.01)

(.03)

Distributions from net realized gain

(.05)

-

-

(.01)

Total distributions

(.05)

-

(.01)

(.04)

Net asset value, end of period

$ 17.24

$ 16.65

$ 13.99

$ 11.79

Total Return B, C, D

3.84%

19.01%

18.76%

18.23%

Ratios to Average Net Assets G

Expenses before reductions

1.14% A

1.17%

1.22%

1.39% A

Expenses net of fee waivers, if any

1.14% A

1.17%

1.22%

1.39% A

Expenses net of all reductions

1.13% A

1.13%

1.17%

1.28% A

Net investment income (loss)

.29% A

.13%

(.26)%

(.81)% A

Supplemental Data

Net assets, end of period (in millions)

$ 1,683

$ 1,019

$ 230

$ 37

Portfolio turnover rate

82% A

65%

87%

77% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003 F

Selected Per-Share Data

Net asset value, beginning of period

$ 16.57

$ 13.96

$ 11.78

$ 10.00

Income from Investment Operations

Net investment income (loss) E

.01

(.01)

(.06)

(.05)

Net realized and unrealized gain (loss)

.61

2.62

2.25

1.86

Total from investment operations

.62

2.61

2.19

1.81

Distributions from net investment income

-

-

(.01)

(.02)

Distributions from net realized gain

(.05)

-

-

(.01)

Total distributions

(.05)

-

(.01)

(.03)

Net asset value, end of period

$ 17.14

$ 16.57

$ 13.96

$ 11.78

Total Return B, C, D

3.74%

18.70%

18.60%

18.08%

Ratios to Average Net Assets G

Expenses before reductions

1.34% A

1.38%

1.43%

1.62% A

Expenses net of fee waivers, if any

1.34% A

1.38%

1.43%

1.62% A

Expenses net of all reductions

1.32% A

1.34%

1.39%

1.51% A

Net investment income (loss)

.09% A

(.08)%

(.48)%

(1.04)% A

Supplemental Data

Net assets, end of period (in millions)

$ 2,014

$ 1,393

$ 325

$ 62

Portfolio turnover rate

82% A

65%

87%

77% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

G Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003 F

Selected Per-Share Data

Net asset value, beginning of period

$ 16.35

$ 13.85

$ 11.76

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.04)

(.10)

(.13)

(.07)

Net realized and unrealized gain (loss)

.60

2.60

2.23

1.85

Total from investment operations

.56

2.50

2.10

1.78

Distributions from net investment income

-

-

(.01)

(.01)

Distributions from net realized gain

(.05)

-

-

(.01)

Total distributions

(.05)

-

(.01)

(.02)

Net asset value, end of period

$ 16.86

$ 16.35

$ 13.85

$ 11.76

Total Return B, C, D

3.42%

18.05%

17.87%

17.75%

Ratios to Average Net Assets G

Expenses before reductions

1.95% A

1.98%

2.02%

2.19% A

Expenses net of fee waivers, if any

1.95% A

1.98%

2.02%

2.19% A

Expenses net of all reductions

1.93% A

1.94%

1.97%

2.08% A

Net investment income (loss)

(.52)% A

(.68)%

(1.06)%

(1.61)% A

Supplemental Data

Net assets, end of period (in millions)

$ 449

$ 339

$ 109

$ 27

Portfolio turnover rate

82% A

65%

87%

77% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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 fee 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, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003 F

Selected Per-Share Data

Net asset value, beginning of period

$ 16.37

$ 13.86

$ 11.76

$ 10.00

Income from Investment Operations

Net investment income (loss) E

(.04)

(.09)

(.12)

(.07)

Net realized and unrealized gain (loss)

.61

2.60

2.23

1.85

Total from investment operations

.57

2.51

2.11

1.78

Distributions from net investment income

-

-

(.01)

(.01)

Distributions from net realized gain

(.05)

-

-

(.01)

Total distributions

(.05)

-

(.01)

(.02)

Net asset value, end of period

$ 16.89

$ 16.37

$ 13.86

$ 11.76

Total Return B, C, D

3.48%

18.11%

17.95%

17.77%

Ratios to Average Net Assets G

Expenses before reductions

1.86% A

1.89%

1.94%

2.14% A

Expenses net of fee waivers, if any

1.86% A

1.89%

1.94%

2.14% A

Expenses net of all reductions

1.85% A

1.85%

1.89%

2.03% A

Net investment income (loss)

(.43)% A

(.59)%

(.98)%

(1.55)% A

Supplemental Data

Net assets, end of period (in millions)

$ 1,514

$ 1,006

$ 246

$ 49

Portfolio turnover rate

82% A

65%

87%

77% A

A Annualized

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

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

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

E Calculated based on average shares outstanding during the period.

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

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 fee 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, 2006

Years ended December 31,

(Unaudited)

2005

2004

2003 E

Selected Per-Share Data

Net asset value, beginning of period

$ 16.78

$ 14.05

$ 11.79

$ 10.00

Income from Investment Operations

Net investment income (loss) D

.05

.07

.01

(.02)

Net realized and unrealized gain (loss)

.62

2.66

2.26

1.86

Total from investment operations

.67

2.73

2.27

1.84

Distributions from net investment income

-

-

(.01)

(.04)

Distributions from net realized gain

(.05)

-

-

(.01)

Total distributions

(.05)

-

(.01)

(.05)

Net asset value, end of period

$ 17.40

$ 16.78

$ 14.05

$ 11.79

Total Return B, C

3.99%

19.43%

19.27%

18.31%

Ratios to Average Net Assets F

Expenses before reductions

.85% A

.84%

.86%

1.07% A

Expenses net of fee waivers, if any

.85% A

.84%

.86%

1.07% A

Expenses net of all reductions

.84% A

.79%

.82%

.96% A

Net investment income (loss)

.58% A

.47%

.10%

(.49)% A

Supplemental Data

Net assets, end of period (in millions)

$ 1,279

$ 498

$ 120

$ 23

Portfolio turnover rate

82% A

65%

87%

77% A

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

F Expense ratios reflect operating expenses of the class. Expenses before reductions do not reflect amounts reimbursed by the investment adviser or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by the class during periods when reimbursements or reductions occur. Expense ratios before reductions for start-up periods may not be representative of longer-term operating periods. Expenses net of fee 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, 2006 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Advisor New Insights Fund (the Fund) is a fund of Fidelity Contrafund (the trust) and is authorized to issue an unlimited number of shares. Effective the close of business on April 28, 2006, the Fund was closed to most new accounts. 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 Fund may invest in affiliated money market central funds (Money Market Central Funds), which are open-end investment companies available to investment companies and other accounts managed by Fidelity Management & Research Company (FMR) and its affiliates. 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. Investments are valued and net asset value (NAV) per share is calculated (NAV calculation) as of the close of business of the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time. Wherever possible, the Fund uses independent pricing services approved by the Board of Trustees to value its investments.

Equity securities, including restricted securities, for which market quotations are readily available, are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded. In the event there were no sales during the day or closing prices are not available, securities are valued at the last quoted bid price. Investments in open-end mutual funds are valued at their closing net asset value each business day. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued at amortized cost, which approximates value.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Security Valuation - continued

When current market prices or quotations are not readily available or do not accurately reflect fair value, valuations may be determined in accordance with procedures adopted by the Board of Trustees. For example, when developments occur between the close of a market and the close of the NYSE that may materially affect the value of some or all of the securities, or when trading in a security is halted, those securities may be fair valued. Factors used in the determination of fair value may include monitoring news to identify significant market or security specific events such as changes in the value of U.S. securities markets, reviewing developments in foreign markets and evaluating the performance of ADRs, futures contracts and exchange-traded funds. Because the Fund's utilization of fair value pricing depends on market activity, the frequency with which fair value pricing is used can not be predicted and may be utilized to a significant extent. The value of securities used for NAV calculation under fair value pricing may differ from published prices for the same securities.

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

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

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

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

Semiannual Report

1. Significant Accounting Policies - continued

Investment Transactions and Income - continued

earned. Interest income includes coupon interest and amortization of premium and accretion of discount on debt securities. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

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

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, net operating losses, capital loss carryforwards, and losses deferred due to wash sales.

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

Unrealized appreciation

$ 821,135

Unrealized depreciation

(147,182)

Net unrealized appreciation (depreciation)

$ 673,953

Cost for federal income tax purposes

$ 6,396,873

New Accounting Pronouncement. In July 2006, Financial Accounting Standards Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement 109 (FIN 48) was issued and is effective for fiscal years beginning after December 15, 2006. FIN 48 sets forth a threshold for financial statement recognition, measurement and disclosure of a tax position taken or expected to be taken on a tax return. Management is currently evaluating the impact, if any, the adoption of FIN 48 will have on the Fund's net assets and results of operations.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

2. Operating Policies.

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

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

3. Purchases and Sales of Investments.

Purchases and sales of securities, other than short-term securities and U.S. government securities, aggregated $4,589,558 and $2,152,598, respectively.

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the Fund with investment management related services for which the Fund pays a monthly management fee. The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the Fund's average net assets and a group fee rate that averaged .27% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. 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

Semiannual Report

4. Fees and Other Transactions with Affiliates - continued

Distribution and Service Plan - continued

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%

$ 1,821

$ 82

Class T

.25%

.25%

4,542

340

Class B

.75%

.25%

2,091

1,571

Class C

.75%

.25%

6,787

4,175

$ 15,241

$ 6,168

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, 1.00% to .50% for certain purchases of Class A shares (.25% prior to February 24, 2006) and .25% for certain purchases of Class T shares.

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

Retained
by FDC

Class A

$ 1,885

Class T

440

Class B*

282

Class C*

153

$ 2,760

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

Transfer Agent Fees. Fidelity Investments Institutional Operations Company, Inc. (FIIOC), an affiliate of FMR, is the transfer, dividend disbursing and shareholder servicing agent for each class of the Fund. FIIOC receives account fees and asset-based fees that vary according to the account size and type of account of the shareholders of the respective classes of the Fund. FIIOC pays for typesetting, printing and mailing of

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Transfer Agent Fees - continued

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

$ 1,900

.26*

Class T

1,898

.21*

Class B

665

.32*

Class C

1,595

.23*

Institutional Class

1,082

.22*

$ 7,140

* 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.

Affiliated Central Funds. The Fund may invest in Money Market Central Funds which seek preservation of capital and current income and are managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR.

The Money Market Central Funds do not pay a management fee.

Brokerage Commissions. The Fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $14 for the period.

5. Committed Line of Credit.

The Fund participates with other funds managed by FMR in a $4.2 billion credit facility (the "line of credit") to be utilized for temporary or emergency purposes to fund shareholder redemptions or for other short-term liquidity purposes. The Fund has agreed to pay commitment fees on its pro rata portion of the line of credit, which amounts to $6 and is reflected in Miscellaneous Expense on the Statement of Operations. During the period, there were no borrowings on this line of credit.

Semiannual Report

6. Security Lending.

The Fund lends portfolio securities from time to time in order to earn additional income. On the settlement date of the loan, 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. Any cash collateral received is invested in the Fidelity Securities Lending Cash Central Fund. The value of loaned securities and cash collateral at period end are disclosed on the Fund's Statement of Assets and Liabilities. Security lending income represents the income earned on investing cash collateral, less fees and expenses associated with the loan, plus any premium payments that may be received on the loan of certain types of securities. Net income from lending portfolio securities during the period amounted to $482.

7. Bank Borrowings.

The Fund is permitted to have bank borrowings for temporary or emergency purposes to fund shareholder redemptions. The Fund has established borrowing arrangements with certain banks. The interest rate on the borrowings is the bank's base rate, as revised from time to time. The average daily loan balance during the period for which loans were outstanding amounted to $27,763. The weighted average interest rate was 5.31%. At period end, there were no bank borrowings outstanding.

8. 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 $452 for the period. In addition, through arrangements with the Fund's custodian and each class' transfer agent, credits realized as a result of uninvested cash balances were used to reduce the Fund's expenses. During

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

8. Expense Reductions - continued

the period, these credits reduced the Fund's custody expenses by $2. During the period, credits reduced each class' transfer agent expense as noted in the table below.

Transfer Agent
expense reduction

Class A

$ 3

Class T

5

Institutional Class

3

$ 11

9. Other.

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

10. Distributions to Shareholders.

Distributions to shareholders of each class were as follows:

Six months ended
June 30,
2006

Year ended
December 31,
2005

From net realized gain

Class A

$ 3,604

$ -

Class T

4,694

-

Class B

1,130

-

Class C

3,506

-

Institutional Class

1,872

-

Total

$ 14,806

$ -

Semiannual Report

11. Share Transactions.

Transactions for each class of shares were as follows:

Shares

Dollars

Six months ended
June 30,
2006

Year ended
December 31,
2005

Six months ended
June 30,
2006

Year ended
December 31,
2005

Class A

Shares sold

43,726

48,615

$ 758,679

$ 747,881

Reinvestment of distributions

186

-

3,201

-

Shares redeemed

(7,489)

(3,868)

(128,194)

(58,730)

Net increase (decrease)

36,423

44,747

$ 633,686

$ 689,151

Class T

Shares sold

41,187

65,661

$ 711,835

$ 990,175

Reinvestment of distributions

260

-

4,446

-

Shares redeemed

(8,035)

(4,899)

(137,559)

(73,812)

Net increase (decrease)

33,412

60,762

$ 578,722

$ 916,363

Class B

Shares sold

8,061

14,492

$ 137,365

$ 215,896

Reinvestment of distributions

56

-

941

-

Shares redeemed

(2,254)

(1,584)

(38,052)

(23,549)

Net increase (decrease)

5,863

12,908

$ 100,254

$ 192,347

Class C

Shares sold

32,227

46,847

$ 549,551

$ 703,988

Reinvestment of distributions

154

-

2,604

-

Shares redeemed

(4,215)

(3,110)

(70,486)

(46,058)

Net increase (decrease)

28,166

43,737

$ 481,669

$ 657,930

Institutional Class

Shares sold

50,637

22,374

$ 891,242

$ 349,673

Reinvestment of distributions

69

-

1,201

-

Shares redeemed

(6,852)

(1,206)

(118,672)

(18,435)

Net increase (decrease)

43,854

21,168

$ 773,771

$ 331,238

Semiannual Report

Board Approval of Investment Advisory Contracts and Management Fees

Advisor New Insights Fund

On January 19, 2006, the Board of Trustees, including the Independent Trustees (together, the Board), voted to approve a general research services agreement (the Agreement) between FMR, FMR Co., Inc. (FMRC), Fidelity Investments Money Management, Inc. (FIMM), and Fidelity Research & Analysis Company (FRAC) (together, the Investment Advisers) for the fund, effective January 20, 2006, pursuant to which FRAC may provide general research and investment advisory support services to FMRC and FIMM. The Board considered that it has approved previously various sub-advisory agreements for the fund with affiliates of FMR that allow FMR to obtain research, non-discretionary advice, or discretionary portfolio management at no additional expense to the fund. The Board, assisted by the advice of fund counsel and independent Trustees' counsel, considered a broad range of information and determined that it would be beneficial for the fund to access the research and investment advisory support services supplied by FRAC at no additional expense to the fund.

The Board reached this determination in part because the new arrangement will involve no changes in (i) the contractual terms of and fees payable under the fund's management contract or sub-advisory agreements; (ii) the investment process or strategies employed in the management of the fund's assets; (iii) the nature or level of services provided under the fund's management contract or sub-advisory agreements; (iv) the day-to-day management of the fund or the persons primarily responsible for such management; or (v) the ultimate control or beneficial ownership of FMR, FMRC, or FIMM. The Board also considered that the establishment of the Agreement would not necessitate prior shareholder approval of the Agreement or result in an assignment and termination of the fund's management contract or sub-advisory agreements under the Investment Company Act of 1940.

Because the Board was approving an arrangement with FRAC under which the fund will not bear any additional management fees or expenses and under which the fund's portfolio manager would not change, it did not consider the fund's investment performance, competitiveness of management fee and total expenses, costs of services and profitability, or economies of scale to be significant factors in its decision.

In connection with its future renewal of the fund's management contract and sub-advisory agreements, the Board will consider: (i) the nature, extent, and quality of services provided to the fund, including shareholder and administrative services and investment performance; (ii) the competitiveness of the fund's management fee and total expenses; (iii) the costs of the services and profitability, including the revenues earned and the expenses incurred by Fidelity in conducting the business of developing, marketing, distributing, managing, administering, and servicing the fund and its shareholders; and (iv) whether there have been economies of scale in respect of the management of the Fidelity funds, whether the Fidelity funds (including the fund) have appropriately benefited from any such economies of scale, and whether there is potential for realization of any further economies.

Semiannual Report

Board Approval of Investment Advisory Contracts and
Management Fees - continued

Based on its evaluation of all of the conclusions noted above, and after considering all material factors, the Board ultimately concluded that the fund's Agreement is fair and reasonable, and that the fund's Agreement should be approved.

Semiannual Report

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 Research & Analysis Company
(formerly Fidelity Management &
Research (Far East) Inc.)

Fidelity Investments Japan Limited

Fidelity International Investment Advisors

Fidelity International Investment
Advisors (U.K.) Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Service Agents

Fidelity Investments Institutional Operations Company, Inc.

Boston, MA

Fidelity Service Company, Inc.

Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

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

ANIFI-USAN-0806
1.803544.102

Fidelity®

Contrafund®

Semiannual Report

June 30, 2006(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message

<Click Here>

Ned Johnson's message to shareholders.

Shareholder Expense Example

<Click Here>

An example of shareholder expenses.

Investment Changes

<Click Here>

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

Investments

<Click Here>

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

Financial Statements

<Click Here>

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

Notes

<Click Here>

Notes to the financial statements.

Report of Independent Registered Public Accounting Firm

<Click Here>

Board Approval of Investment Advisory Contracts and Management Fees

<Click Here>

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

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

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

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

Semiannual Report

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

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

NOT FDIC INSURED · MAY LOSE VALUE · NO BANK GUARANTEE

Neither the fund nor Fidelity Distributors Corporation is a bank.

Semiannual Report

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Although many securities markets made gains in early 2006, inflation concerns led to mixed results through the year's mid-point. Financial markets are always unpredictable. There are, however, a number of time-tested principles that can put the historical odds in your favor.

One of the basic tenets is to invest for the long term. Over time, riding out the markets' inevitable ups and downs has proven much more effective than selling into panic or chasing the hottest trend. Even missing only a few of the markets' best days can significantly diminish investor returns. Patience also affords the benefits of compounding - of earning interest on additional income or reinvested dividends and capital gains. There are tax advantages and cost benefits to consider as well. The more you sell, the more taxes you pay, and the more you trade, the higher the costs. While staying the course doesn't eliminate risk, it can considerably lessen the effect of short-term declines.

You can further manage your investing risk through diversification. And today, more than ever, geographic diversification should be taken into account. Studies indicate that asset allocation is the single most important determinant of a portfolio's long-term success. The right mix of stocks, bonds and cash - aligned to your particular risk tolerance and investment objective - is very important. Age-appropriate rebalancing is also an essential aspect of asset allocation. For younger investors, an emphasis on equities - which historically have been the best performing asset class over time - is encouraged. As investors near their specific goal, such as retirement or sending a child to college, consideration may be given to replacing volatile assets (e.g. common stocks) with more-stable fixed investments (bonds or savings plans).

A third investment principle - investing regularly - can help lower the average cost of your purchases. Investing a certain amount of money each month or quarter helps ensure you won't pay for all your shares at market highs. This strategy - known as dollar cost averaging - also reduces unconstructive "emotion" from investing, helping shareholders avoid selling weak performers just prior to an upswing, or chasing a hot performer just before a correction.

We invite you to contact us via the Internet, through our Investor Centers or over the phone. It is our privilege to provide you the information you need to make the investments that are right for you.

Sincerely,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Shareholder Expense Example

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

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2006 to June 30, 2006).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.

Beginning
Account Value
January 1, 2006

Ending
Account Value
June 30, 2006

Expenses Paid
During Period
*
January 1, 2006
to June 30, 2006

Actual

$ 1,000.00

$ 1,039.50

$ 4.55

Hypothetical (5% return per year before expenses)

$ 1,000.00

$ 1,020.33

$ 4.51

* Expenses are equal to the Fund's annualized expense ratio of .90%; multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period).

Semiannual Report

Investment Changes

Top Ten Stocks as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Google, Inc. Class A (sub. vtg.)

3.8

3.5

Genentech, Inc.

2.4

2.9

Berkshire Hathaway, Inc. Class A

2.3

2.1

EnCana Corp.

2.2

2.6

Schlumberger Ltd. (NY Shares)

1.7

1.0

Wells Fargo & Co.

1.6

0.8

Procter & Gamble Co.

1.6

1.5

Hewlett-Packard Co.

1.6

0.7

America Movil SA de CV Series L sponsored ADR

1.5

1.3

Roche Holding AG (participation certificate)

1.4

1.3

20.1

Top Five Market Sectors as of June 30, 2006

% of fund's
net assets

% of fund's net assets
6 months ago

Financials

18.1

16.6

Information Technology

17.2

17.6

Energy

11.4

11.7

Health Care

10.0

14.1

Industrials

8.9

7.8

Asset Allocation (% of fund's net assets)

As of June 30, 2006 *

As of December 31, 2005 **

Stocks 90.4%

Stocks 90.1%

Bonds 0.0%

Bonds 0.2%

Convertible
Securities 0.1%

Convertible
Securities 0.0%

Short-Term
Investments and
Net Other Assets 9.5%

Short-Term
Investments and
Net Other Assets 9.7%

* Foreign
investments

26.5%

** Foreign investments

25.4%



Semiannual Report

Investments June 30, 2006

Showing Percentage of Net Assets

Common Stocks - 90.4%

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - 7.9%

Auto Components - 0.0%

LKQ Corp. (a)

76,201

$ 1,448

Automobiles - 0.8%

General Motors Corp. (d)

1,938,800

57,757

Harley-Davidson, Inc.

421,000

23,109

Honda Motor Co. Ltd.

1,339,000

42,607

Hyundai Motor Co.

75,190

6,388

Renault SA

211,400

22,716

Toyota Motor Corp.

7,051,200

368,743

521,320

Distributors - 0.0%

Li & Fung Ltd.

15,809,200

31,959

Diversified Consumer Services - 0.0%

Laureate Education, Inc. (a)

124,806

5,320

Hotels, Restaurants & Leisure - 1.9%

Aristocrat Leisure Ltd.

8,922,391

85,403

Chipotle Mexican Grill, Inc. Class A (e)

1,095,000

66,740

International Game Technology

991,900

37,633

Kerzner International Ltd. (a)

416,300

33,004

Las Vegas Sands Corp. (a)

3,054,000

237,784

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

2,909,851

195,658

Penn National Gaming, Inc. (a)

1,093,969

42,424

Starbucks Corp. (a)

5,752,400

217,211

Station Casinos, Inc.

2,315,300

157,626

Tim Hortons, Inc. (d)

1,303,440

33,564

William Hill PLC

6,585,807

76,313

Wynn Resorts Ltd. (a)

925,062

67,807

1,251,167

Household Durables - 0.6%

Garmin Ltd.

1,342,621

141,566

KB Home

389,300

17,849

Matsushita Electric Industrial Co. Ltd.

4,333,800

91,573

Sharp Corp.

2,737,000

43,247

Sony Corp.

1,591,100

70,072

Whirlpool Corp.

175,400

14,497

378,804

Internet & Catalog Retail - 0.2%

Coldwater Creek, Inc. (a)

762,723

20,410

Expedia, Inc. (a)

1,296,700

19,412

Liberty Media Holding Corp. - Interactive Series A (a)

1,953,617

33,719

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Internet & Catalog Retail - continued

Submarino SA

780,500

$ 15,676

VistaPrint Ltd.

1,071,600

28,655

117,872

Leisure Equipment & Products - 0.0%

Aruze Corp.

197,800

4,304

Media - 1.6%

Focus Media Holding Ltd. ADR

633,530

41,281

Live Nation, Inc. (a)

614,000

12,501

McGraw-Hill Companies, Inc.

1,181,040

59,324

News Corp. Class B

5,534,000

111,676

Sirius Satellite Radio, Inc. (a)(d)

6,696,591

31,809

The Walt Disney Co.

24,101,806

723,054

The Weinstein Co. Holdings, LLC Class A-1 (a)(g)

41,234

41,234

Thomson Corp.

428,700

16,517

1,037,396

Multiline Retail - 0.6%

JCPenney Co., Inc.

1,654,700

111,709

Marks & Spencer Group PLC

22,103,447

239,974

Nordstrom, Inc.

826,000

30,149

Target Corp.

524,560

25,635

407,467

Specialty Retail - 1.9%

Best Buy Co., Inc.

4,594,450

251,960

Circuit City Stores, Inc.

6,333,298

172,392

Inditex SA

795,900

33,577

J. Crew Group, Inc.

2,146,700

58,927

Limited Brands, Inc.

1,809,100

46,295

O'Reilly Automotive, Inc. (a)

158,200

4,934

Office Depot, Inc. (a)

7,500,540

285,021

Payless ShoeSource, Inc. (a)

712,100

19,348

Staples, Inc.

6,196,700

150,704

The Children's Place Retail Stores, Inc. (a)

155,874

9,360

TJX Companies, Inc.

6,654,500

152,122

Tractor Supply Co. (a)

235,146

12,997

Wet Seal, Inc. Class A (a)

1,849,472

9,025

1,206,662

Textiles, Apparel & Luxury Goods - 0.3%

Burberry Group PLC

3,320,994

26,412

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER DISCRETIONARY - continued

Textiles, Apparel & Luxury Goods - continued

Coach, Inc. (a)

1,320,922

$ 39,496

Luxottica Group Spa sponsored ADR

212,400

5,762

Polo Ralph Lauren Corp. Class A

210,400

11,551

Puma AG

88,200

34,291

Under Armour, Inc. Class A (sub. vtg.)

611,600

26,066

VF Corp.

699,600

47,517

Wolverine World Wide, Inc.

204,400

4,769

195,864

TOTAL CONSUMER DISCRETIONARY

5,159,583

CONSUMER STAPLES - 6.3%

Beverages - 2.2%

Anheuser-Busch Companies, Inc.

229,700

10,472

Diageo PLC sponsored ADR

3,963,300

267,721

InBev SA

234,183

11,488

PepsiCo, Inc.

12,313,055

739,276

The Coca-Cola Co.

9,496,297

408,531

1,437,488

Food & Staples Retailing - 0.4%

Costco Wholesale Corp.

432,900

24,732

Safeway, Inc.

311,800

8,107

Tesco PLC

11,600,813

71,664

Wal-Mart de Mexico SA de CV Series V

13,413,944

36,868

Wal-Mart Stores, Inc.

2,715,100

130,786

272,157

Food Products - 1.1%

Campbell Soup Co.

369,300

13,705

General Mills, Inc.

293,800

15,178

Groupe Danone

1,255,360

159,542

Hershey Co.

3,100,800

170,761

Kellogg Co.

685,600

33,204

Nestle SA (Reg.)

473,124

148,613

Sara Lee Corp.

2,055,500

32,929

TreeHouse Foods, Inc. (a)

1,481,000

35,381

Wm. Wrigley Jr. Co.

2,037,350

92,414

701,727

Common Stocks - continued

Shares

Value (Note 1) (000s)

CONSUMER STAPLES - continued

Household Products - 2.1%

Colgate-Palmolive Co.

5,087,900

$ 304,765

Procter & Gamble Co.

18,668,670

1,037,978

1,342,743

Personal Products - 0.5%

Avon Products, Inc.

7,545,654

233,915

Estee Lauder Companies, Inc. Class A

973,100

37,630

Herbalife Ltd. (a)

2,032,900

81,113

352,658

TOTAL CONSUMER STAPLES

4,106,773

ENERGY - 11.4%

Energy Equipment & Services - 2.6%

Baker Hughes, Inc.

3,395,400

277,913

BJ Services Co.

397,100

14,796

Halliburton Co.

2,059,100

152,806

Hanover Compressor Co. (a)

193,015

3,625

Schlumberger Ltd. (NY Shares)

16,651,300

1,084,166

Smith International, Inc.

4,122,880

183,344

1,716,650

Oil, Gas & Consumable Fuels - 8.8%

Addax Petroleum Corp.

1,330,500

35,578

BG Group PLC sponsored ADR

1,175,000

78,584

BP PLC sponsored ADR

2,559,266

178,151

Cameco Corp.

857,000

34,140

Canadian Natural Resources Ltd.

977,400

54,040

Canadian Oil Sands Trust unit

8,098,800

261,181

China Petroleum & Chemical Corp. sponsored ADR (d)

641,100

36,697

CONSOL Energy, Inc.

2,723,100

127,223

EnCana Corp.

27,409,048

1,443,253

EOG Resources, Inc.

2,976,800

206,411

Exxon Mobil Corp.

7,718,200

473,512

Foundation Coal Holdings, Inc.

435,500

20,438

Goodrich Petroleum Corp. (a)

60,800

1,726

Hess Corp.

233,500

12,340

Highpine Oil & Gas Ltd. (a)(f)

355,200

5,918

Hugoton Royalty Trust

24

1

Husky Energy, Inc.

247,000

15,502

Imperial Oil Ltd.

1,011,000

36,933

Common Stocks - continued

Shares

Value (Note 1) (000s)

ENERGY - continued

Oil, Gas & Consumable Fuels - continued

Kerr-McGee Corp.

546,000

$ 37,865

Murphy Oil Corp.

8,340,000

465,872

Noble Energy, Inc.

1,730,234

81,079

Occidental Petroleum Corp.

1,368,500

140,340

Peabody Energy Corp.

2,245,400

125,181

PetroChina Co. Ltd. sponsored ADR (d)

2,996,800

323,564

Petroleo Brasileiro SA Petrobras sponsored ADR

789,400

70,501

Sasol Ltd. sponsored ADR

1,290,200

49,853

Suncor Energy, Inc.

1,507,200

121,975

Talisman Energy, Inc.

7,162,400

124,988

Total SA sponsored ADR

1,033,962

67,745

Ultra Petroleum Corp. (a)

322,300

19,103

Valero Energy Corp.

13,692,675

910,837

Western Oil Sands, Inc. Class A (a)

2,131,000

59,064

XTO Energy, Inc.

1,845,833

81,715

5,701,310

TOTAL ENERGY

7,417,960

FINANCIALS - 18.1%

Capital Markets - 0.9%

Charles Schwab Corp.

6,910,036

110,422

Goldman Sachs Group, Inc.

1,655,500

249,037

Lehman Brothers Holdings, Inc.

2,337,670

152,299

Mellon Financial Corp.

2,074,100

71,411

SEI Investments Co.

53,900

2,635

585,804

Commercial Banks - 3.9%

Allied Irish Banks PLC

7,038,510

170,191

Anglo Irish Bank Corp. PLC

11,046,618

172,396

Banco Itau Holding Financeira SA sponsored ADR (non-vtg.)

961,800

28,046

Bank of Ireland

2,343,313

42,092

Commerce Bancorp, Inc., New Jersey (d)

1,275,800

45,508

Compass Bancshares, Inc.

1,085,473

60,352

Home Bancshares, Inc.

75,300

1,709

HSBC Holdings PLC sponsored ADR

995,107

87,918

M&T Bank Corp.

3,260,700

384,502

Marshall & Ilsley Corp.

343,200

15,698

National Australia Bank Ltd.

1,368,800

35,766

PNC Financial Services Group, Inc.

338,300

23,739

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Commercial Banks - continued

Royal Bank of Scotland Group PLC

5,270,200

$ 173,311

Shinhan Financial Group Co. Ltd.

603,290

28,298

Standard Chartered PLC (United Kingdom)

1,376,100

33,596

SunTrust Banks, Inc.

545,400

41,592

Uniao de Bancos Brasileiros SA (Unibanco) GDR

889,400

59,047

Wells Fargo & Co.

15,550,400

1,043,121

Zions Bancorp

686,946

53,541

2,500,423

Consumer Finance - 1.7%

American Express Co.

11,697,150

622,522

SLM Corp.

9,718,700

514,314

1,136,836

Diversified Financial Services - 1.7%

Bank of America Corp.

8,057,500

387,566

Citigroup, Inc.

5,930,800

286,102

JPMorgan Chase & Co.

6,334,100

266,032

Moody's Corp.

3,049,200

166,059

1,105,759

Insurance - 8.4%

ACE Ltd.

459,100

23,226

Admiral Group PLC

7,685,722

88,276

AFLAC, Inc.

871,700

40,403

Allstate Corp.

7,464,500

408,532

American International Group, Inc.

6,837,026

403,726

Assurant, Inc.

3,444,550

166,716

Axis Capital Holdings Ltd.

2,574,400

73,654

Berkshire Hathaway, Inc. Class A (a)

16,084

1,474,243

Cincinnati Financial Corp.

303,123

14,250

Everest Re Group Ltd.

3,027,120

262,058

Genworth Financial, Inc. Class A (non-vtg.)

4,865,400

169,511

Lincoln National Corp.

3,138,908

177,160

Loews Corp.

4,864,400

172,443

Markel Corp. (a)

42,750

14,834

MetLife, Inc.

8,937,000

457,664

MetLife, Inc. unit

3,634,300

100,198

Progressive Corp.

5,673,300

145,861

Prudential Financial, Inc.

5,701,400

442,999

SAFECO Corp.

237,000

13,355

StanCorp Financial Group, Inc.

1,118,000

56,917

Common Stocks - continued

Shares

Value (Note 1) (000s)

FINANCIALS - continued

Insurance - continued

The Chubb Corp.

7,812,700

$ 389,854

The St. Paul Travelers Companies, Inc.

1,558,900

69,496

W.R. Berkley Corp.

5,397,600

184,220

White Mountains Insurance Group Ltd.

162,850

79,308

Zenith National Insurance Corp.

901,900

35,778

5,464,682

Real Estate Investment Trusts - 0.3%

CBL & Associates Properties, Inc.

1,359,094

52,910

Equity Office Properties Trust

779,100

28,445

Equity Residential (SBI)

665,700

29,777

Vornado Realty Trust

960,800

93,726

204,858

Real Estate Management & Development - 0.2%

CB Richard Ellis Group, Inc. Class A (a)

4,117,670

102,530

Mitsui Fudosan Co. Ltd.

1,768,000

38,396

140,926

Thrifts & Mortgage Finance - 1.0%

Astoria Financial Corp.

505,600

15,396

Countrywide Financial Corp.

967,400

36,839

Golden West Financial Corp., Delaware

7,481,180

555,104

Hudson City Bancorp, Inc.

1,781,000

23,741

631,080

TOTAL FINANCIALS

11,770,368

HEALTH CARE - 10.0%

Biotechnology - 3.8%

Alexion Pharmaceuticals, Inc. (a)

228,400

8,250

Amylin Pharmaceuticals, Inc. (a)

2,191,764

108,207

Arena Pharmaceuticals, Inc. (a)(e)

2,989,583

34,619

Celgene Corp. (a)

4,734,750

224,569

Genentech, Inc. (a)

19,033,100

1,556,908

Genmab AS (a)

584,300

18,839

Gilead Sciences, Inc. (a)

5,526,001

326,918

Hutchison China Meditech Ltd.

441

2

MannKind Corp. (a)

3,043,028

64,847

MannKind Corp. warrants 8/3/10 (a)(g)

304,338

3,980

Medarex, Inc. (a)

5,647,464

54,272

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH CARE - continued

Biotechnology - continued

Myogen, Inc. (a)

817,276

$ 23,701

Renovis, Inc. (a)

264,900

4,056

Tanox, Inc. (a)

1,050,790

14,532

Theravance, Inc. (a)

274,800

6,287

ViaCell, Inc. (a)

689,400

3,137

2,453,124

Health Care Equipment & Supplies - 1.5%

Alcon, Inc.

476,000

46,910

Becton, Dickinson & Co.

462,600

28,279

C.R. Bard, Inc.

1,473,640

107,959

Conceptus, Inc. (a)

726,521

9,910

DENTSPLY International, Inc.

2,659,337

161,156

DexCom, Inc. (a)

894,320

12,145

Gen-Probe, Inc. (a)

1,838,600

99,248

Intuitive Surgical, Inc. (a)

454,119

53,572

Kyphon, Inc. (a)(e)

2,458,500

94,308

NeuroMetrix, Inc. (a)

312,000

9,504

Nobel Biocare Holding AG (Switzerland)

191,915

45,565

Northstar Neuroscience, Inc.

785,671

8,155

NuVasive, Inc. (a)

768,263

14,005

ResMed, Inc. (a)

2,208,100

103,670

St. Jude Medical, Inc. (a)

3,786,800

122,768

Viasys Healthcare, Inc. (a)

819,300

20,974

938,128

Health Care Providers & Services - 1.3%

Aetna, Inc.

9,570,727

382,159

American Retirement Corp. (a)

311,800

10,218

Health Net, Inc. (a)

690,970

31,211

Nighthawk Radiology Holdings, Inc.

112,200

2,013

Patterson Companies, Inc. (a)

6,610,876

230,918

UnitedHealth Group, Inc.

4,004,940

179,341

VCA Antech, Inc. (a)

1,011,670

32,303

Visicu, Inc.

100,700

1,777

869,940

Health Care Technology - 0.0%

Cerner Corp. (a)

42,400

1,573

Vital Images, Inc. (a)

545,501

13,474

15,047

Common Stocks - continued

Shares

Value (Note 1) (000s)

HEALTH CARE - continued

Life Sciences Tools & Services - 0.2%

Covance, Inc. (a)

594,900

$ 36,420

Exelixis, Inc. (a)

1,112,900

11,185

Pharmaceutical Product Development, Inc.

422,400

14,835

Thermo Electron Corp. (a)

2,002,000

72,552

134,992

Pharmaceuticals - 3.2%

Aspreva Pharmaceuticals Corp. (a)(e)

2,233,900

60,628

AstraZeneca PLC sponsored ADR

2,875,200

171,994

Barr Pharmaceuticals, Inc. (a)

96,000

4,578

Johnson & Johnson

3,468,100

207,809

Merck & Co., Inc.

5,792,850

211,034

New River Pharmaceuticals, Inc. (a)

364,400

10,385

Novartis AG sponsored ADR

5,436,800

293,152

Roche Holding AG (participation certificate)

5,526,718

913,660

Sanofi-Aventis sponsored ADR

3,048,111

148,443

Schering-Plough Corp.

529,000

10,067

Sepracor, Inc. (a)

124,100

7,091

Teva Pharmaceutical Industries Ltd. sponsored ADR

1,296,837

40,967

2,079,808

TOTAL HEALTH CARE

6,491,039

INDUSTRIALS - 8.9%

Aerospace & Defense - 0.8%

Armor Holdings, Inc. (a)

230,200

12,622

L-3 Communications Holdings, Inc.

11,800

890

Lockheed Martin Corp.

4,677,895

335,592

Northrop Grumman Corp.

726,700

46,552

Precision Castparts Corp.

257,800

15,406

Raytheon Co. warrants 6/16/11 (a)

132,461

1,676

The Boeing Co.

1,257,774

103,024

United Technologies Corp.

547,000

34,691

550,453

Air Freight & Logistics - 1.2%

C.H. Robinson Worldwide, Inc. (e)

9,353,349

498,534

Expeditors International of Washington, Inc.

185,920

10,413

FedEx Corp.

638,800

74,650

United Parcel Service, Inc. Class B

2,326,400

191,533

775,130

Common Stocks - continued

Shares

Value (Note 1) (000s)

INDUSTRIALS - continued

Airlines - 0.6%

Republic Airways Holdings, Inc. (a)

973,597

$ 16,571

Ryanair Holdings PLC sponsored ADR (a)

4,810,471

253,608

Southwest Airlines Co.

5,312,300

86,962

357,141

Commercial Services & Supplies - 0.5%

Aramark Corp. Class B

2,966,800

98,231

Brady Corp. Class A

1,054,800

38,859

Cendant Corp.

817,700

13,320

Monster Worldwide, Inc. (a)

408,441

17,424

Robert Half International, Inc.

3,214,749

135,019

The Brink's Co.

691,200

38,991

341,844

Construction & Engineering - 0.3%

Jacobs Engineering Group, Inc. (a)

2,288,066

182,222

URS Corp. (a)

397,700

16,703

198,925

Electrical Equipment - 1.0%

Cooper Industries Ltd. Class A

4,194,447

389,748

Evergreen Solar, Inc. (a)

376,740

4,890

Q-Cells AG

1,092,800

91,927

Roper Industries, Inc.

709,100

33,150

SolarWorld AG (d)

982,000

61,640

Suntech Power Holdings Co. Ltd. sponsored ADR

1,772,000

50,059

Ultralife Batteries, Inc. (a)(d)

704,358

7,135

638,549

Industrial Conglomerates - 0.8%

3M Co.

5,339,092

431,238

General Electric Co.

3,700

122

Hutchison Whampoa Ltd.

8,601,000

78,521

Siemens AG sponsored ADR

327,600

28,442

538,323

Machinery - 2.6%

Bucyrus International, Inc. Class A

424,607

21,443

Caterpillar, Inc.

3,413,603

254,245

Cummins, Inc.