N-30D 1 main.htm

Fidelity®

Contrafund®

Semiannual Report

June 30, 2002

(2_fidelity_logos) (Registered_Trademark)

Contents

President's Message

<Click Here>

Ned Johnson on investing strategies.

Performance

<Click Here>

How the fund has done over time.

Fund Talk

<Click Here>

The manager's review of fund performance, strategy and outlook.

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.

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

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

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

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

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

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

Neither the fund nor Fidelity Distributors Corporation is a bank.

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

Annual Report

President's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

Investors' growing doubts about the integrity of Corporate America's bookkeeping factored heavily into the substandard performance of U.S. equity markets for the first half of 2002. Fixed-income markets provided some respite for investors, offering moderate but steady gains throughout the first half of the year.

While it's impossible to predict the future direction of the markets with any degree of certainty, there are certain basic principles that can help investors plan for their future needs.

First, investors are encouraged to take a long-term view of their portfolios. If you can afford to leave your money invested through the inevitable up and down cycles of the financial markets, you will greatly reduce your vulnerability to any single decline. We know from experience, for example, that stock prices have gone up over longer periods of time, have significantly outperformed other types of investments and have stayed ahead of inflation.

Second, you can further manage your investing risk through diversification. A stock mutual fund, for instance, is already diversified, because it invests in many different companies. You can increase your diversification further by investing in a number of different stock funds, or in such other investment categories as bonds. If you have a short investment time horizon, you might want to consider moving some of your investment into a money market fund, which seeks income and a stable share price by investing in high-quality, short-term investments. Of course, it's important to remember that an investment in a money market fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in these types of funds.

Finally, no matter what your time horizon or portfolio diversity, it makes good sense to follow a regular investment plan, investing a certain amount of money in a fund at the same time each month or quarter and periodically reviewing your overall portfolio. By doing so, you won't get caught up in the excitement of a rapidly rising market, nor will you buy all your shares at market highs. While this strategy - known as dollar cost averaging - won't assure a profit or protect you from a loss in a declining market, it should help you lower the average cost of your purchases. Of course, you should consider your financial ability to continue your purchases through periods of low price levels before undertaking such a strategy.

If you have questions, please call us at 1-800-544-6666, or visit our web site at www.fidelity.com. We are available 24 hours a day, seven days a week to provide you the information you need to make the investments that are right for you.

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Performance: The Bottom Line

There are several ways to evaluate a fund's historical performance. You can look at the total percentage change in value, the average annual percentage change or the growth of a hypothetical $10,000 investment. Total return reflects the change in the value of an investment, assuming reinvestment of the fund's dividend income and capital gains (the profits earned upon the sale of securities that have grown in value).

Cumulative Total Returns

Periods ended June 30, 2002

Past 6
months

Past 1
year

Past 5
years

Past 10
years

Fidelity® Contrafund®

-0.91%

-3.58%

46.85%

266.70%

Fidelity Contrafund
(incl. 3.00% sales charge)

-3.88%

-6.48%

42.44%

255.70%

S&P 500 ®

-13.16%

-17.99%

19.70%

195.16%

Growth Funds Average

-15.06%

-21.01%

14.20%

163.25%

Cumulative total returns show the fund's performance in percentage terms over a set period - in this case, six months, one year, five years or 10 years. For example, if you had invested $1,000 in a fund that had a 5% return over the past year, the value of your investment would be $1,050. You can compare the fund's returns to the performance of the Standard & Poor's 500SM Index - a market capitalization-weighted index of common stocks. To measure how the fund's performance stacked up against its peers, you can compare it to the growth funds average, which reflects the performance of mutual funds with similar objectives tracked by Lipper Inc. The past six month average represents a peer group of 2,113 mutual funds. These benchmarks include reinvested dividends and capital gains, if any, and exclude the effect of sales charges. Lipper has created additional comparison categories that group funds according to portfolio characteristics and capitalization, as well as by capitalization only. These averages are listed on page <Click Here> of this report.(dagger)

Average Annual Total Returns

Periods ended June 30, 2002

Past 1
year

Past 5
years

Past 10
years

Fidelity Contrafund

-3.58%

7.99%

13.88%

Fidelity Contrafund
(incl. 3.00% sales charge)

-6.48%

7.33%

13.53%

S&P 500

-17.99%

3.66%

11.43%

Growth Funds Average

-21.01%

2.23%

9.57%

Average annual total returns take the fund's cumulative return and show you what would have happened if the fund had performed at a constant rate each year. (Note: Lipper calculates average annual total returns by annualizing each fund's total return, then taking an arithmetic average. This may produce a different figure than that obtained by averaging the cumulative total returns and annualizing the result.)

Semiannual Report

$10,000 Over 10 Years



$10,000 Over 10 Years: Let's say hypothetically that $10,000 was invested in Fidelity® Contrafund® on June 30, 1992, and the current 3.00% sales charge was paid. As the chart shows, by June 30 2002, the value of the investment would have grown to $35,570 - a 255.70% increase on the initial investment. For comparison, look at how the Standard & Poor's 500 Index did over the same period. With dividends and capital gains, if any, reinvested, the same $10,000 would have grown to $29,516 - a 195.16% increase.

The $10,000 table and the fund's returns do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

Understanding
Performance

How a fund did yesterday is no guarantee of how it will do tomorrow. The stock market, for example, has a history of long-term growth and short-term volatility. In turn, the share price and return of a fund that invests in stocks will vary. That means if you sell your shares during a market downturn, you might lose money. But if you can ride out the market's ups and downs, you may have a gain.

3

(dagger) The Lipper multi-cap core funds average reflects the performance (excluding sales charges) of mutual funds with similar portfolio characteristics and capitalization. The Lipper multi-cap supergroup average reflects the performance (excluding sales charges) of mutual funds with similar capitalization. As of June 30, 2002, the six month, one year, five year, and 10 year cumulative total returns for the multi-cap core funds average were -11.75%, -17.30%, 21.81%, and 192.54%, respectively; and the one year, five year and 10 year average annual total returns were -17.30%, 3.66%, and 11.03%, respectively. The six month, one year, five year, and 10 year cumulative total returns for the multi-cap supergroup average were -12.85%, -18.22%, 24.42%, and 191.59%, respectively; and the one year, five year, and 10 year average annual total returns were -18.22%, 4.05%, and 10.94%, respectively.

Semiannual Report

Fund Talk: The Manager's Overview

Market Recap

From Enron to ImClone to WorldCom, a series of alleged fraudulent accounting practices and other questionable corporate activities rocked investors' trust in the integrity of Corporate America during the six-month period ending June 30, 2002. As a result, money flowed out of equities as fast as reports of new scandals poured in. Many CEOs and corporations were caught in the net of suspicion that blanketed the markets - even the White House and the queen of home decorating came under pressure for their association with the companies involved. With all eyes focused on balance sheets and bookkeeping, it seemed many failed to notice the positive reports coming from the economic front. First quarter GDP - gross domestic product - was surprisingly strong; productivity soared to levels not reached in years; consumer spending continued to be resilient; and the Federal Reserve Board bypassed several opportunities to raise interest rates, leaving them at 40-year lows. Unfortunately, pessimism overwhelmed optimism and left the equity markets with negative returns for the first half of 2002. In that time, the blue-chip bellwether Dow Jones Industrial AverageSM slipped 6.90%, the NASDAQ Composite® Index declined 24.85% and the large-cap weighted Standard & Poor's 500SM Index suffered a loss of 13.16%.

(Portfolio Manager photograph)
An interview with Will Danoff, Portfolio Manager of Fidelity Contrafund

Q. How did the fund perform, Will?

A. The fund's performance was respectable, particularly considering the difficult market environment. For the six months that ended June 30, 2002, the fund returned -0.91%. The Standard & Poor's 500 Index returned -13.16% during the same period, while the growth funds average, as tracked by Lipper Inc., returned -15.06%. For the 12 months that ended June 30, 2002, the fund returned -3.58%, while the S&P 500 and Lipper average returned -17.99% and -21.01%, respectively.

Q. What strategies benefited the fund during the six-month period?

A. The fund's commitment to stocks of medium- and smaller-sized growth companies, which performed better than their larger brethren, helped performance. Approximately 40% of the fund's assets were invested in companies with market values of lower than $10 billion. On average, shares of these companies - as measured by the Standard & Poor's MidCap and Russell 2000 indices - fell by only 3%-5% during the period, which marked a substantially better performance than the large-stock-oriented S&P 500. Examples of mid-cap stocks that performed well for the fund included Paterson Dental and Pepsi Bottling Group. Other strategies that benefited performance included large exposures to the health care and consumer staples sectors, as well as my continued de-emphasis on technology and telecommunications stocks.

Semiannual Report

Fund Talk: The Manager's Overview - continued

Q. What attracted you to the health care and consumer staples sectors?

A. Each group had what I look for as a fund manager: companies that were growing their earnings per share, and were showing high and improving returns on their invested capital. In health care, I made large commitments to hospital and managed-care stocks, and several - including HCA, Tenet Healthcare and United Healthcare - performed very well. These companies benefited from strong demand, solid price increases, tighter cost controls and strong free cash flow that produced earnings growth of more than 20% during the period. Each stock also was a top-20 position at the end of the period. Consumer staples stocks were attractive because they offered understandable and predictable earnings growth of between 10%-15%. In a difficult stock market and sluggish economy, consumer names such as Avon, Pepsi and Kraft showed steady and improving growth. I also liked these companies because they made an effort to promote growth. Both Pepsi and Kraft have made strategic acquisitions over the past couple of years, while Avon named a dynamic new CEO to help revitalize its operations.

Q. Did your bearish view on technology and telecom stocks change during the period?

A. No, and my de-emphasis helped performance significantly. The fund had less than 4% of its total assets in technology and telecom stocks at the end of the period, which was well below the 14% weighting in the S&P 500. In all, tech stocks fell 33% during the period, as measured by the Goldman Sachs Technology Index. Many technology companies were unprofitable, as intense competition and sluggish demand combined to mute revenue growth. I'll continue to monitor these sectors for attractive growth opportunities, as prices have fallen sharply over the past two years.

Q. Which stocks were disappointments?

A. The fund's stake in Irish biotechnology firm Elan was the biggest disappointment. I owned Elan because it had an enviable record of consistent 20% earnings growth over the past several years and because of its promising research effort for the treatment of Alzheimer's disease. Unfortunately, the company's Alzheimer's drug met with initial disappointment, and some of its other products encountered new competition. The fund did not own a stake in Elan at the end of the period.

Q. What's your outlook, Will?

A. My outlook hasn't changed much. Stock market valuations are still high compared with historical averages and expected corporate earnings growth rates. Further, heavy consumer and corporate debt levels, low inflation and already high corporate profit margins are making it very difficult for companies to grow earnings rapidly. In addition, the massive U.S. trade deficit and weakening U.S. dollar could put further pressure on valuations as foreign investors look to sell U.S. stocks. I'm continuing to work hard with the Fidelity research staff to find the very best growth companies in which to invest.

Semiannual Report

The views expressed in this report reflect those of the portfolio manager only through the end of the period of the report as stated on the cover and do not necessarily represent the views of Fidelity or any other person in the Fidelity organization. Any such views are subject to change at any time based upon market or other conditions and Fidelity disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a Fidelity fund are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any Fidelity fund.

Fund Facts

Goal: to increase the value of the fund's shares by investing in companies whose value is not fully recognized by the public

Fund number: 022

Trading symbol: FCNTX

Start date: May 17, 1967

Size: as of June 30, 2002, more than $31.1 billion

Manager: Will Danoff, since 1990; manager, VIP II: Contrafund, since 1995; Fidelity Select Retailing Portfolio, 1986-
1989; joined Fidelity in 1986

3

Will Danoff talks about his "best of breed" strategy:

"As the market has declined over the past two years, I've made a considerable effort to upgrade the quality of the fund's investments. In every industry, I've tried to identify the sector leader - or leaders - that I feel have the strongest competitive position, highest returns and fastest growth rates. This ´best of breed' strategy has helped the fund's performance, as we've seen many second- and third-tier companies produce disappointing earnings amidst the sluggish economy.

"One good example of a ´best of breed' company was Lockheed Martin, which was the fund's largest holding at the end of the period and its best performer. I considered Lockheed to be the premier defense company in the industry. The company won the massive $200 billion Joint Strike Fighter combat plane contract, which I felt would help the company's earnings growth potential, and a new COO has rejuvenated the organization, which has increased margins and bolstered cash flow.

"In all, Lockheed's shares rose approximately 60% in value during the period. By making such a big commitment to Lockheed - and largely staying away from most other defense stocks - the fund benefited handsomely and avoided the disappointing results from some of Lockheed's weaker competitors."

Semiannual Report

Investment Changes

Top Ten Stocks as of June 30, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Lockheed Martin Corp.

3.3

2.1

PepsiCo, Inc.

2.7

2.8

Colgate-Palmolive Co.

2.6

2.7

Berkshire Hathaway, Inc. Class A

2.3

2.3

3M Co.

2.2

2.4

Avon Products, Inc.

2.1

1.5

EnCana Corp.

1.9

0.0

BP PLC sponsored ADR

1.8

2.1

Johnson & Johnson

1.8

1.5

Tenet Healthcare Corp.

1.8

1.2

22.5

Top Five Market Sectors as of June 30, 2002

% of fund's
net assets

% of fund's net assets
6 months ago

Health Care

16.8

19.0

Financials

16.3

16.1

Consumer Staples

15.3

14.9

Industrials

13.6

14.4

Consumer Discretionary

13.1

10.5

Asset Allocation (% of fund's net assets)

As of June 30, 2002 *

As of December 31, 2001 **

Stocks 90.7%

Stocks 96.4%

Bonds 0.3%

Bonds 0.2%

Convertible
Securities 0.3%

Convertible
Securities 0.7%

Short-Term
Investments and
Net Other Assets 8.7%

Short-Term
Investments and
Net Other Assets 2.7%

* Foreign investments

21.1%

** Foreign investments

19.8%



Semiannual Report

Investments June 30, 2002 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 90.7%

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - 13.1%

Auto Components - 0.1%

ArvinMeritor, Inc.

309,700

$ 7,433

Johnson Controls, Inc.

36,100

2,946

Michelin SA (Compagnie Generale des Etablissements) Series B

572,594

23,284

Superior Industries International, Inc.

114,100

5,277

38,940

Automobiles - 1.7%

General Motors Corp.

59,600

3,186

Harley-Davidson, Inc.

2,468,020

126,535

Honda Motor Co. Ltd.

2,628,000

108,852

Nissan Motor Co. Ltd.

14,137,000

98,120

Toyota Motor Corp.

7,221,100

191,359

528,052

Hotels, Restaurants & Leisure - 1.7%

Applebee's International, Inc.

196,050

4,499

Brinker International, Inc. (a)

375,700

11,928

CBRL Group, Inc.

159,300

4,847

Cheesecake Factory, Inc. (a)

918,500

32,588

Darden Restaurants, Inc.

3,032,400

74,900

Fairmont Hotels & Resorts, Inc.

113,900

2,930

Four Seasons Hotels, Inc.

287,100

13,451

Gtech Holdings Corp. (a)

245,400

6,268

Harrah's Entertainment, Inc. (a)

1,802,100

79,923

Hilton Group PLC

5,518,600

19,295

Mandalay Resort Group (a)

394,100

10,865

McDonald's Corp.

313,000

8,905

MGM Mirage, Inc. (a)

2,785,000

93,994

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

1,263,666

39,704

Rank Group PLC

5,641,200

23,116

Stanley Leisure PLC

774,312

4,199

Starbucks Corp. (a)

669,400

16,635

Wendys International, Inc.

1,146,500

45,665

William Hill PLC (a)

5,718,500

23,214

516,926

Household Durables - 2.2%

Beazer Homes USA, Inc. (a)

238,034

19,043

Centex Corp.

1,783,600

103,074

D.R. Horton, Inc.

5,686,203

148,012

Furniture Brands International, Inc. (a)

2,335,390

70,646

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - continued

Household Durables - continued

Harman International Industries, Inc.

1,103,400

$ 54,342

Hovnanian Enterprises, Inc. Class A (a)

78,700

2,824

Leggett & Platt, Inc.

341,900

8,000

Lennar Corp.

1,875,400

114,774

Mohawk Industries, Inc. (a)

2,527,900

155,542

Nintendo Co. Ltd.

127,200

18,774

Toll Brothers, Inc. (a)

158,000

4,629

Yankee Candle Co., Inc. (a)

121,900

3,302

702,962

Internet & Catalog Retail - 0.7%

Amazon.com, Inc. (a)

787,600

12,799

Overstock.com, Inc.

456,800

6,418

Ticketmaster Class B (a)

924,900

17,305

USA Interactive (a)

7,778,700

182,411

218,933

Leisure Equipment & Products - 0.4%

Hasbro, Inc.

268,500

3,641

Mattel, Inc.

5,189,100

109,386

113,027

Media - 1.1%

Charter Communications, Inc. Class A (a)

2,552,000

10,412

Comcast Corp. Class A (special) (a)

1,974,100

47,063

Cox Communications, Inc. Class A (a)

706,398

19,461

E.W. Scripps Co. Class A

359,200

27,658

Entercom Communications Corp. Class A (a)

49,500

2,272

Fox Entertainment Group, Inc. Class A (a)

130,300

2,834

Getty Images, Inc. (a)

219,000

4,768

LIN TV Corp. Class A

805,200

21,773

McGraw-Hill Companies, Inc.

393,800

23,510

Mediacom Communications Corp. Class A (a)

332,500

2,590

Meredith Corp.

96,700

3,708

Reed Elsevier PLC

1,579,500

15,086

The New York Times Co. Class A

356,300

18,349

TMP Worldwide, Inc. (a)

399,200

8,583

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

3,200,567

142,009

350,076

Multiline Retail - 1.0%

99 Cents Only Stores (a)

2,198,133

56,382

Big Lots, Inc. (a)

96,500

1,899

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - continued

Multiline Retail - continued

Costco Wholesale Corp. (a)

380,400

$ 14,691

Dollar Tree Stores, Inc. (a)

422,300

16,643

Kohls Corp. (a)

1,766,400

123,789

Stein Mart, Inc. (a)

1,166,300

13,844

Target Corp.

2,212,700

84,304

311,552

Specialty Retail - 3.8%

Aeropostale, Inc. (d)

2,441,500

66,824

AnnTaylor Stores Corp. (a)

366,500

9,305

AutoNation, Inc. (a)

1,575,900

22,851

AutoZone, Inc. (a)

2,878,560

222,513

Bed Bath & Beyond, Inc. (a)

3,660,200

138,136

CDW Computer Centers, Inc. (a)

800

37

Chico's FAS, Inc. (a)

216,400

7,860

Christopher & Banks Corp. (a)

157,800

6,675

Copart, Inc. (a)

1,422,650

23,090

Footstar, Inc. (a)

294,400

7,204

GameStop Corp. Class A

314,800

6,608

Gap, Inc.

9,083,600

128,987

Gymboree Corp. (a)

800

13

Home Depot, Inc.

334,600

12,290

Hot Topic, Inc. (a)

157,300

4,201

Limited Brands, Inc.

1,625,100

34,615

Linens 'N Things, Inc. (a)

115,300

3,783

Lithia Motors, Inc. Class A (a)

80,700

2,172

Lowe's Companies, Inc.

5,096,600

231,386

Michaels Stores, Inc. (a)

78,700

3,069

Office Depot, Inc. (a)

851,700

14,309

PETCO Animal Supplies, Inc.

1,016,200

25,314

PETsMART, Inc. (a)

1,732,100

27,783

Pier 1 Imports, Inc.

110,000

2,310

Ross Stores, Inc.

289,000

11,777

Staples, Inc. (a)

19,800

390

TJX Companies, Inc.

6,162,300

120,843

Too, Inc. (a)

262,300

8,079

Urban Outfitters, Inc. (a)

293,100

10,176

Wet Seal, Inc. Class A (a)

118,650

2,883

Williams-Sonoma, Inc. (a)

947,000

29,035

1,184,518

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER DISCRETIONARY - continued

Textiles Apparel & Luxury Goods - 0.4%

Coach, Inc. (a)

438,669

$ 24,083

Liz Claiborne, Inc.

2,761,700

87,822

Wolverine World Wide, Inc.

526,000

9,179

121,084

TOTAL CONSUMER DISCRETIONARY

4,086,070

CONSUMER STAPLES - 15.3%

Beverages - 4.7%

Anheuser-Busch Companies, Inc.

2,354,700

117,735

Diageo PLC

13,799,477

180,102

Molson, Inc. Class A

3,705,600

80,525

Pepsi Bottling Group, Inc.

7,990,700

246,114

PepsiCo, Inc.

17,074,290

822,981

The Coca-Cola Co.

314,900

17,634

Vincor International, Inc. (a)

325,500

5,635

1,470,726

Food & Drug Retailing - 2.1%

Fleming Companies, Inc.

60,016

1,089

George Weston Ltd.

1,686,000

139,546

J. Sainsbury PLC

19,755,383

107,734

Loblaw Companies Ltd.

1,187,430

48,952

Safeway PLC

6,959,886

30,039

Sysco Corp.

1,666,200

45,354

Tesco PLC

18,191,800

66,463

Whole Foods Market, Inc. (a)(d)

4,370,500

210,746

William Morrison Supermarkets PLC

7,440,735

23,138

673,061

Food Products - 2.6%

American Italian Pasta Co. Class A (a)

601,900

30,691

Cadbury Schweppes PLC

10,964,166

82,550

Dean Foods Co. (a)

114,800

4,282

Dreyer's Grand Ice Cream, Inc.

3,984

273

H.J. Heinz Co.

587,400

24,142

Hershey Foods Corp.

1,966,200

122,888

Kellogg Co.

276,900

9,930

Kraft Foods, Inc. Class A

5,900,730

241,635

Nestle SA (Reg.)

769,484

180,206

Common Stocks - continued

Shares

Value (Note 1)
(000s)

CONSUMER STAPLES - continued

Food Products - continued

The J.M. Smucker Co.

133,164

$ 4,545

Wm. Wrigley Jr. Co.

1,877,600

103,925

805,067

Household Products - 2.7%

Church & Dwight, Inc.

287,800

9,017

Colgate-Palmolive Co.

16,436,500

822,647

831,664

Personal Products - 3.0%

Avon Products, Inc. (d)

12,344,722

644,888

Gillette Co.

8,679,300

293,968

938,856

Tobacco - 0.2%

Philip Morris Companies, Inc.

835,100

36,477

UST, Inc.

530,900

18,051

54,528

TOTAL CONSUMER STAPLES

4,773,902

ENERGY - 6.3%

Energy Equipment & Services - 0.3%

Baker Hughes, Inc.

484,100

16,116

ENSCO International, Inc.

290,790

7,927

Noble Corp. (a)

215,700

8,326

Smith International, Inc. (a)

568,100

38,739

Willbros Group, Inc. (a)

922,800

15,688

86,796

Oil & Gas - 6.0%

BP PLC sponsored ADR

11,348,266

572,974

Burlington Resources, Inc.

638,710

24,271

EnCana Corp.

18,841,724

580,300

Equitable Resources, Inc.

425,700

14,602

Exxon Mobil Corp.

7,769,664

317,935

Murphy Oil Corp.

392,200

32,357

Noble Energy, Inc.

768,100

27,690

Occidental Petroleum Corp.

629,500

18,879

Pogo Producing Co.

357,800

11,671

Premcor, Inc.

660,800

16,996

Suncor Energy, Inc.

6,665,780

116,936

Common Stocks - continued

Shares

Value (Note 1)
(000s)

ENERGY - continued

Oil & Gas - continued

Talisman Energy, Inc.

1,029,230

$ 46,327

TotalFinaElf SA sponsored ADR

868,300

70,245

Valero Energy Corp.

189,100

7,076

1,858,259

TOTAL ENERGY

1,945,055

FINANCIALS - 16.3%

Banks - 6.3%

Allied Irish Banks PLC

1,182,100

15,758

Associated Banc-Corp.

99,990

3,771

Astoria Financial Corp.

553,700

17,746

Australia & New Zealand Banking Group Ltd.

2,484,939

27,013

Bank of Ireland

6,520,187

81,488

Bank One Corp.

4,461,600

171,682

Barclays PLC

2,569,200

21,725

Charter One Financial, Inc.

632,100

21,732

City National Corp.

40,400

2,172

Commerce Bancorp, Inc., New Jersey

3,215,197

142,112

Compass Bancshares, Inc.

236,600

7,950

Credit Suisse Group (Reg.)

1,664,540

53,081

East West Bancorp, Inc.

142,700

4,926

Fifth Third Bancorp

6,576,350

438,314

First Tennessee National Corp.

59,100

2,264

Golden West Financial Corp.

2,002,700

137,746

Greenpoint Financial Corp.

703,900

34,561

Hibernia Corp. Class A

592,300

11,722

Kookmin Bank

515,090

25,005

Lloyds TSB Group PLC

9,923,000

99,260

M&T Bank Corp.

748,700

64,209

National Australia Bank Ltd.

1,181,300

23,567

North Fork Bancorp, Inc.

2,004,700

79,807

Popular, Inc.

171,100

5,763

Royal Bank of Canada

483,510

16,741

Royal Bank of Scotland Group PLC

8,233,770

234,600

SouthTrust Corp.

2,908,300

75,965

TCF Financial Corp.

1,092,900

53,661

UCBH Holdings, Inc.

112,000

4,257

UnionBanCal Corp.

394,000

18,459

Common Stocks - continued

Shares

Value (Note 1)
(000s)

FINANCIALS - continued

Banks - continued

W Holding Co., Inc.

301,600

$ 7,299

Zions Bancorp

906,500

47,229

1,951,585

Diversified Financials - 2.4%

AMBAC Financial Group, Inc.

333,000

22,378

Citigroup, Inc.

551,100

21,355

Doral Financial Corp.

1,317,000

43,975

Fannie Mae

3,813,270

281,229

MBNA Corp.

950,300

31,426

Merrill Lynch & Co., Inc.

541,300

21,923

Moody's Corp.

1,828,100

90,948

Power Financial Corp.

432,800

11,303

SLM Corp.

2,285,300

221,446

Student Loan Corp.

13,200

1,093

747,076

Insurance - 7.1%

AFLAC, Inc.

8,000

256

Allstate Corp.

1,003,900

37,124

American International Group, Inc.

5,439,226

371,118

Berkshire Hathaway, Inc.:

Class A (a)

10,683

713,624

Class B (a)

10,658

23,810

Brown & Brown, Inc.

70,000

2,205

Cincinnati Financial Corp.

1,203,800

56,013

Everest Re Group Ltd.

1,871,420

104,706

IPC Holdings Ltd.

563,800

17,218

Manulife Financial Corp.

551,800

15,885

Markel Corp. (a)

7,800

1,537

MetLife, Inc.

7,954,100

229,078

Ohio Casualty Corp. (a)

755,300

15,786

PartnerRe Ltd.

634,600

31,064

RenaissanceRe Holdings Ltd.

2,428,410

88,880

SAFECO Corp.

426,900

13,187

Swiss Reinsurance Co. (Reg.)

1,023,779

100,533

The Chubb Corp.

1,215,900

86,086

The PMI Group, Inc.

630,600

24,089

Travelers Property Casualty Corp. Class A

2,501,000

44,268

UICI (a)

788,100

15,920

Unitrin, Inc.

486,600

17,406

Common Stocks - continued

Shares

Value (Note 1)
(000s)

FINANCIALS - continued

Insurance - continued

Willis Group Holdings Ltd.

3,457,200

$ 113,776

XL Capital Ltd. Class A

953,500

80,761

Zenith National Insurance Corp.

342,500

10,909

2,215,239

Real Estate - 0.5%

Duke Realty Corp.

866,848

25,095

Equity Office Properties Trust

54,610

1,644

Equity Residential Properties Trust (SBI)

3,771,900

108,442

General Growth Properties, Inc.

244,700

12,480

Grand Palais Management Co. LP (f)

398,400

0

147,661

TOTAL FINANCIALS

5,061,561

HEALTH CARE - 16.8%

Biotechnology - 0.5%

Charles River Labs International, Inc. (a)

2,162,500

75,796

Genentech, Inc. (a)

12,600

422

Gilead Sciences, Inc. (a)

1,581,800

52,010

Neurocrine Biosciences, Inc. (a)

335,700

9,618

137,846

Health Care Equipment & Supplies - 3.3%

Alcon, Inc.

2,290,200

78,439

American Medical Systems Holdings, Inc. (a)

117,500

2,357

Amersham PLC

1,073,043

9,534

Baxter International, Inc.

535,500

23,803

Beckman Coulter, Inc.

145,800

7,275

Becton, Dickinson & Co.

1,155,000

39,790

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

350,400

15,947

Biomet, Inc.

935,950

25,383

Boston Scientific Corp. (a)

1,628,200

47,739

Cooper Companies, Inc. (d)

993,600

46,799

CTI Molecular Imaging, Inc.

283,000

6,492

Cytyc Corp. (a)

4,211,300

32,090

DENTSPLY International, Inc.

2,929,030

108,110

ICU Medical, Inc. (a)

157,400

4,864

Luxottica Group Spa sponsored ADR

1,410,100

26,792

Medtronic, Inc.

295,400

12,658

Mentor Corp.

144,000

5,286

Common Stocks - continued

Shares

Value (Note 1)
(000s)

HEALTH CARE - continued

Health Care Equipment & Supplies - continued

Nobel Biocare Holding AG (a)

208,383

$ 14,486

Smith & Nephew PLC

29,409,947

163,988

St. Jude Medical, Inc. (a)

655,300

48,394

Steris Corp. (a)

628,800

12,016

Therasense, Inc.

63,600

1,175

Varian Medical Systems, Inc. (a)

2,139,500

86,757

Zimmer Holdings, Inc. (a)

5,862,134

209,044

1,029,218

Health Care Providers & Services - 7.7%

Accredo Health, Inc. (a)

154,200

7,115

Advisory Board Co.

577,300

20,921

Aetna, Inc.

78,700

3,775

AMERIGROUP Corp.

35,400

966

AmerisourceBergen Corp.

463,200

35,203

AMN Healthcare Services, Inc. (d)

2,283,000

79,928

AmSurg Corp. (a)

204,600

5,373

Anthem, Inc.

616,590

41,607

Caremark Rx, Inc. (a)

1,839,936

30,359

Community Health Systems, Inc. (a)

1,090,400

29,223

Cross Country, Inc. (d)

2,496,200

94,356

Dianon Systems, Inc. (a)

181,300

9,685

HCA, Inc.

7,432,324

353,035

Health Management Associates, Inc. Class A (a)

10,088,410

203,281

Laboratory Corp. of America Holdings (a)

912,900

41,674

Medical Staffing Network Holdings, Inc.

87,400

2,141

Odyssey Healthcare, Inc.

393,200

14,254

Oxford Health Plans, Inc. (a)

181,200

8,419

Patterson Dental Co. (a)(d)

5,103,600

256,864

Province Healthcare Co. (a)

90,000

2,012

Quest Diagnostics, Inc. (a)

540,600

46,519

Tenet Healthcare Corp. (a)

7,591,800

543,193

Triad Hospitals, Inc. (a)

157,400

6,671

Trigon Healthcare, Inc. (a)

29,700

2,987

UnitedHealth Group, Inc.

5,543,800

507,535

WebMD Corp. (a)

4,291,900

24,163

Wellpoint Health Networks, Inc. (a)

432,588

33,660

2,404,919

Pharmaceuticals - 5.3%

Abbott Laboratories

1,064,800

40,090

Common Stocks - continued

Shares

Value (Note 1)
(000s)

HEALTH CARE - continued

Pharmaceuticals - continued

Altana AG

309,361

$ 15,744

AstraZeneca PLC sponsored ADR

949,100

38,913

Aventis SA (France)

1,341,300

94,468

Biovail Corp. (a)

979,600

28,852

Forest Laboratories, Inc. (a)

1,529,400

108,282

InterMune, Inc. (a)

594,100

12,536

Johnson & Johnson

10,412,550

544,160

Merck & Co., Inc.

1,692,700

85,718

Novartis AG sponsored ADR

161,000

7,057

Pfizer, Inc.

10,744,835

376,069

Sanofi-Synthelabo SA

355,411

21,698

Schering AG

513,000

32,148

Schering-Plough Corp.

788,100

19,387

Teva Pharmaceutical Industries Ltd. sponsored ADR

518,600

34,632

Wyeth

3,719,600

190,444

1,650,198

TOTAL HEALTH CARE

5,222,181

INDUSTRIALS - 13.6%

Aerospace & Defense - 3.5%

Alliant Techsystems, Inc. (a)

211,350

13,484

Lockheed Martin Corp.

14,951,600

1,039,121

MTC Technologies, Inc. (a)

122,500

2,328

Northrop Grumman Corp.

157,400

19,675

Rockwell Collins, Inc.

157,800

4,327

Veridian Corp.

957,600

21,738

1,100,673

Air Freight & Logistics - 0.5%

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

4,855,652

162,810

United Parcel Service, Inc. Class B

123,200

7,608

170,418

Airlines - 1.3%

JetBlue Airways Corp.

1,083,808

49,378

Ryanair Holdings PLC:

warrants (UBS Warrant Programme) 2/25/04 (a)

726,300

4,499

sponsored ADR (a)

7,372,300

257,079

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - continued

Airlines - continued

Southwest Airlines Co.

4,438,530

$ 71,727

WestJet Airlines Ltd. (a)

1,007,400

13,786

396,469

Building Products - 0.0%

American Standard Companies, Inc. (a)

81,100

6,091

Commercial Services & Supplies - 3.2%

Alliance Data Systems Corp.

147,500

3,769

Apollo Group, Inc. Class A (a)

1,024,900

40,402

Automatic Data Processing, Inc.

5,718,700

249,049

Brambles Industries Ltd.

1,829,509

9,733

Certegy, Inc. (a)

1,166,100

43,274

ChoicePoint, Inc. (a)

483,533

21,986

Cintas Corp.

239,800

11,853

Concord EFS, Inc. (a)

831,600

25,064

Corinthian Colleges, Inc. (a)

701,140

23,762

Corporate Executive Board Co. (a)

78,800

2,699

Dun & Bradstreet Corp. (a)

280,500

9,271

Education Management Corp. (a)

318,600

12,977

Exult, Inc. (a)

1,281,400

8,329

First Data Corp.

9,378,500

348,880

Fiserv, Inc. (a)

1,167,550

42,861

Manpower, Inc.

157,700

5,795

Paychex, Inc.

39,543

1,237

The BISYS Group, Inc. (a)

3,131,834

104,290

Waste Connections, Inc. (a)

354,600

11,078

Weight Watchers International, Inc.

373,400

16,220

992,529

Construction & Engineering - 0.3%

Fluor Corp.

1,394,020

54,297

Jacobs Engineering Group, Inc. (a)

985,366

34,271

88,568

Electrical Equipment - 0.1%

Cooper Industries Ltd.

984,100

38,675

Industrial Conglomerates - 2.3%

3M Co.

5,648,990

694,826

Tomkins PLC

5,103,200

19,817

714,643

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INDUSTRIALS - continued

Machinery - 0.7%

Danaher Corp.

2,153,520

$ 142,886

Donaldson Co., Inc.

390,500

13,683

Flowserve Corp. (a)

78,800

2,348

Illinois Tool Works, Inc.

428,900

29,294

Ingersoll-Rand Co. Ltd. Class A

315,700

14,415

PACCAR, Inc.

207,730

9,221

SPX Corp. (a)

15,800

1,857

213,704

Road & Rail - 1.6%

Canadian National Railway Co.

3,364,720

177,611

Canadian Pacific Railway Ltd.

1,556,850

38,616

CSX Corp.

598,460

20,976

Heartland Express, Inc.

1,312,645

31,412

Knight Transportation, Inc. (a)

906,500

21,022

Landstar System, Inc. (a)

20,700

2,212

Norfolk Southern Corp.

920,900

21,531

Swift Transportation Co., Inc. (a)(d)

7,522,725

175,279

488,659

Trading Companies & Distributors - 0.1%

Fastenal Co.

99,488

3,831

Mitsubishi Corp.

1,760,000

12,760

Mitsui & Co. Ltd.

1,870,000

12,541

W.W. Grainger, Inc.

149,600

7,495

36,627

TOTAL INDUSTRIALS

4,247,056

INFORMATION TECHNOLOGY - 3.2%

Communications Equipment - 0.0%

Cisco Systems, Inc. (a)

100

1

Computers & Peripherals - 0.7%

Apple Computer, Inc. (a)

1,988,767

35,241

Dell Computer Corp. (a)

613,104

16,027

Logitech International SA (Reg.) (a)(d)

2,763,924

129,084

Storage Technology Corp. (a)

2,695,800

43,052

223,404

Electronic Equipment & Instruments - 0.4%

Agilent Technologies, Inc. (a)

244,100

5,773

Amphenol Corp. Class A (a)

9,700

349

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

Electronic Equipment & Instruments - continued

Flir Systems, Inc. (a)(d)

1,123,100

$ 47,137

Mettler-Toledo International, Inc. (a)

910,300

33,563

Roper Industries, Inc.

219,500

8,187

Symbol Technologies, Inc.

609,900

5,184

Thermo Electron Corp.

68

1

Waters Corp. (a)

777,800

20,767

120,961

Internet Software & Services - 0.2%

Expedia, Inc. Class A (a)

275,900

16,358

Overture Services, Inc. (a)

12,600

315

PayPal, Inc.

142,444

2,878

Yahoo!, Inc. (a)

2,612,400

38,559

58,110

IT Consulting & Services - 0.3%

Accenture Ltd. Class A

3,405,200

64,699

Anteon International Corp.

398,200

10,066

SRA International, Inc. Class A

184,200

4,970

SunGard Data Systems, Inc. (a)

1,031,900

27,325

107,060

Semiconductor Equipment & Products - 0.3%

Advantest Corp.

123,300

7,692

Cabot Microelectronics Corp. (a)

373,600

16,125

Intel Corp.

1,221,600

22,319

Intersil Corp. Class A (a)

374,936

8,016

KLA-Tencor Corp. (a)

3,900

172

Marvell Technology Group Ltd. (a)

157,400

3,131

Novellus Systems, Inc. (a)

11,800

401

O2Micro International Ltd. (a)

416,400

4,310

Samsung Electronics Co. Ltd.

147,400

40,311

Zoran Corp. (a)

118,350

2,711

105,188

Software - 1.3%

Activision, Inc. (a)

344,000

9,997

BMC Software, Inc. (a)

234,600

3,894

Business Objects SA sponsored ADR (a)

7,900

222

Cerner Corp. (a)

961,841

46,005

Electronic Arts, Inc. (a)

749,795

49,524

Intuit, Inc. (a)

1,071,812

53,290

Microsoft Corp. (a)

1,422,100

77,789

Common Stocks - continued

Shares

Value (Note 1)
(000s)

INFORMATION TECHNOLOGY - continued

Software - continued

Network Associates, Inc. (a)

4,755,223

$ 91,633

Symantec Corp. (a)

1,918,778

63,032

395,386

TOTAL INFORMATION TECHNOLOGY

1,010,110

MATERIALS - 5.9%

Chemicals - 0.6%

Akzo Nobel NV

191,742

8,379

Bayer AG

592,700

19,062

Ecolab, Inc.

744,000

34,395

Engelhard Corp.

111,800

3,166

Ferro Corp.

98,100

2,958

OM Group, Inc.

364,500

22,599

PPG Industries, Inc.

393,400

24,351

Praxair, Inc.

421,900

24,036

Valspar Corp.

1,029,800

46,485

185,431

Construction Materials - 0.0%

Lafarge North America, Inc.

49

2

Containers & Packaging - 0.1%

Pactiv Corp. (a)

499,400

11,886

Sealed Air Corp.

495,900

19,970

31,856

Metals & Mining - 5.0%

Aber Diamond Corp. (a)

1,060,000

18,959

Agnico-Eagle Mines Ltd.

1,213,000

17,679

Alcoa, Inc.

1,701,580

56,407

Anglo American PLC ADR

3,477,325

56,854

Anglogold Ltd. sponsored ADR

787,100

20,528

Barrick Gold Corp.

2,543,800

48,366

BHP Billiton Ltd.

9,355,091

54,302

BHP Billiton PLC

9,427,438

51,628

Compania de Minas Buenaventura SA sponsored ADR

2,402,000

61,491

Dofasco, Inc.

315,600

6,404

Echo Bay Mines Ltd. (a)

22,383,300

25,686

Fording, Inc.

328,997

6,184

Freeport-McMoRan Copper & Gold, Inc. Class B (a)

4,505,400

80,421

Gold Fields Ltd.

9,270,500

109,780

Common Stocks - continued

Shares

Value (Note 1)
(000s)

MATERIALS - continued

Metals & Mining - continued

Goldcorp, Inc. (d)

12,851,528

$ 131,626

Harmony Gold Mining Co. Ltd.

2,447,931

33,796

Impala Platinum Holdings Ltd.

392,800

21,837

Kinross Gold Corp. (a)

3,220,900

7,222

Kumba Resources Ltd. (a)

6,103,379

28,008

Liquidmetal Technologies

882,400

10,236

Meridian Gold, Inc. (a)

2,529,930

41,212

Newcrest Mining Ltd.

4,737,600

20,238

Newmont Mining Corp. Holding Co.

13,028,324

343,036

Newmont Mining Corp. Holding Co. unit

4,931,510

13,340

Nucor Corp.

634,800

41,287

Pechiney SA Series A

336,700

15,434

Placer Dome, Inc.

1,569,100

17,592

Rio Tinto PLC (Reg.)

9,738,400

179,461

SouthernEra Resources Ltd. (a)

812,700

3,478

Xstrata PLC (a)

2,095,300

27,266

1,549,758

Paper & Forest Products - 0.2%

Sappi Ltd.

2,648,047

37,331

Weyerhaeuser Co.

256,200

16,358

53,689

TOTAL MATERIALS

1,820,736

TELECOMMUNICATION SERVICES - 0.1%

Wireless Telecommunication Services - 0.1%

American Tower Corp. Class A (a)

1,694,640

5,847

Nextel Communications, Inc. Class A (a)

1,809,500

5,808

Sprint Corp. - PCS Group Series 1 (a)

625,500

2,796

Triton PCS Holdings, Inc. Class A (a)(d)

3,192,100

12,449

Vodafone Group PLC sponsored ADR

986,300

13,463

40,363

UTILITIES - 0.1%

Electric Utilities - 0.1%

Entergy Corp.

143,400

6,086

Southern Co.

605,900

16,602

22,688

Common Stocks - continued

Shares

Value (Note 1)
(000s)

UTILITIES - continued

Gas Utilities - 0.0%

Southern Union Co.

19,435

$ 330

TOTAL UTILITIES

23,018

TOTAL COMMON STOCKS

(Cost $24,335,786)

28,230,052

Convertible Preferred Stocks - 0.1%

FINANCIALS - 0.0%

Real Estate - 0.0%

Vornado Realty Trust Series A, $3.25

179,100

11,355

MATERIALS - 0.1%

Containers & Packaging - 0.1%

Sealed Air Corp. Series A, $2.00

316,800

12,941

TOTAL CONVERTIBLE PREFERRED STOCKS

(Cost $22,642)

24,296

Corporate Bonds - 0.3%

Ratings
(unaudited) (b)

Principal
Amount (000s)

Convertible Bonds - 0.2%

INFORMATION TECHNOLOGY - 0.1%

Communications Equipment - 0.1%

Redback Networks, Inc. 5% 4/1/07

-

$ 39,970

16,711

MATERIALS - 0.1%

Metals & Mining - 0.1%

Freeport-McMoRan Copper & Gold, Inc.:

8.25% 1/31/06 (e)

B-

19,805

30,076

8.25% 1/31/06

B-

2,170

3,295

33,371

TOTAL CONVERTIBLE BONDS

50,082

Corporate Bonds - continued

Ratings
(unaudited) (b)

Principal
Amount (000s)

Value (Note 1)
(000s)

Nonconvertible Bonds - 0.1%

UTILITIES - 0.1%

Electric Utilities - 0.0%

AES Corp. 9.375% 9/15/10

Ba3

$ 14,090

$ 8,736

Multi-Utilities & Unregulated Power - 0.1%

AES Corp.:

8.75% 6/15/08

Ba3

3,210

1,990

9.5% 6/1/09

Ba3

20,895

13,582

15,572

TOTAL UTILITIES

24,308

TOTAL CORPORATE BONDS

(Cost $70,664)

74,390

U.S. Treasury Obligations - 0.2%

U.S. Treasury Bonds 6.875% 8/15/25
(Cost $58,844)

Aaa

54,800

63,159

Money Market Funds - 7.3%

Shares

Fidelity Cash Central Fund, 1.89% (c)

2,219,885,374

2,219,885

Fidelity Securities Lending Cash Central Fund, 1.93% (c)

60,861,840

60,862

TOTAL MONEY MARKET FUNDS

(Cost $2,280,747)

2,280,747

TOTAL INVESTMENT PORTFOLIO - 98.6%

(Cost $26,768,683)

30,672,644

NET OTHER ASSETS - 1.4%

450,567

NET ASSETS - 100%

$ 31,123,211

Legend

(a) Non-income producing

(b) For certain securities not individually rated by a nationally recognized rating agency, the ratings listed have been assigned by Fidelity.

(c) The rate quoted is the annualized seven-day yield of the fund at period end. A complete listing of the fund's holdings as of its most recent fiscal year end is available upon request.

(d) Affiliated company

(e) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $30,076,000 or 0.1% of net assets.

(f) Restricted securities - Investment in securities not registered under the Securities Act of 1933.

Additional information on each holding is as follows:

Security

Acquisition
Date

Acquisition
Cost (000s)

Grand Palais Management Co. LP

7/24/96

$ 0

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

United States of America

78.9%

United Kingdom

6.8

Canada

5.5

Switzerland

1.8

Bermuda

1.5

Japan

1.4

Ireland

1.1

Others (individually less than 1%)

3.0

100.0%

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $13,289,320,000 and $15,860,101,000, respectively.

The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms were $967,000 for the period.

The fund invested in securities that are not registered under the Securities Act of 1933. At the end of the period, the value of restricted securities (excluding 144A issues) amounted to $0 or 0% of net assets.

Income Tax Information

At June 30, 2002, the aggregate cost of investment securities for income tax purposes was $26,870,259,000. Net unrealized appreciation aggregated $3,802,385,000, of which $4,971,486,000 related to appreciated investment securities and $1,169,101,000 related to depreciated investment securities.

At December 31, 2001, the fund had a capital loss carryforward of approximately $2,382,209,000 all of which will expire on December 31, 2009.

The fund intends to elect to defer to its fiscal year ending December 31, 2002 approximately $413,574,000 of losses recognized during the period November 1, 2001 to December 31, 2001.

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, 2002 (Unaudited)

Assets

Investment in securities, at value (including securities loaned of $59,372) (cost $26,768,683) - See accompanying schedule

$ 30,672,644

Foreign currency held at value (cost $47)

48

Receivable for investments sold

682,496

Receivable for fund shares sold

30,194

Dividends receivable

23,595

Interest receivable

6,872

Other receivables

380

Total assets

31,416,229

Liabilities

Payable to custodian bank

$ 1,073

Payable for investments purchased

109,943

Payable for fund shares redeemed

95,957

Accrued management fee

21,763

Other payables and accrued expenses

3,420

Collateral on securities loaned, at value

60,862

Total liabilities

293,018

Net Assets

$ 31,123,211

Net Assets consist of:

Paid in capital

$ 30,791,925

Undistributed net investment income

32,810

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

(3,605,887)

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

3,904,363

Net Assets, for 734,358 shares outstanding

$ 31,123,211

Net Asset Value and redemption price per share ($31,123,211 ÷ 734,358 shares)

$ 42.38

Maximum offering price per share (100/97.00 of $42.38)

$ 43.69

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

Semiannual Report

Financial Statements - continued

Statement of Operations

Amounts in thousands

Six months ended June 30, 2002 (Unaudited)

Investment Income

Dividends (including $6,826 received from affiliated issuers)

$ 158,348

Interest

23,882

Security lending

1,401

Total income

183,631

Expenses

Management fee
Basic fee

$ 93,042

Performance adjustment

30,714

Transfer agent fees

30,896

Accounting and security lending fees

822

Non-interested trustees' compensation

127

Custodian fees and expenses

1,024

Registration fees

48

Audit

76

Legal

96

Miscellaneous

578

Total expenses before reductions

157,423

Expense reductions

(6,053)

151,370

Net investment income (loss)

32,261

Realized and Unrealized Gain (Loss)

Net realized gain (loss) on:

Investment securities (including realized gain (loss) of $30,364 on sales of investments in affiliated issuers)

(602,100)

Foreign currency transactions

1,385

Total net realized gain (loss)

(600,715)

Change in net unrealized appreciation (depreciation) on:

Investment securities

284,044

Assets and liabilities in foreign currencies

336

Total change in net unrealized appreciation (depreciation)

284,380

Net gain (loss)

(316,335)

Net increase (decrease) in net assets resulting from operations

$ (284,074)

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

Semiannual Report

Statement of Changes in Net Assets

Amounts in thousands

Six months ended
June 30, 2002
(Unaudited)

Year ended
December 31,
2001

Increase (Decrease) in Net Assets

Operations

Net investment income (loss)

$ 32,261

$ 165,771

Net realized gain (loss)

(600,715)

(1,691,776)

Change in net unrealized appreciation (depreciation)

284,380

(3,511,995)

Net increase (decrease) in net assets resulting from operations

(284,074)

(5,038,000)

Distributions to shareholders from net investment income

-

(165,867)

Share transactions
Net proceeds from sales of shares

1,871,634

3,359,493

Reinvestment of distributions

-

161,602

Cost of shares redeemed

(2,623,213)

(6,377,983)

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

(751,579)

(2,856,888)

Total increase (decrease) in net assets

(1,035,653)

(8,060,755)

Net Assets

Beginning of period

32,158,864

40,219,619

End of period (including undistributed net investment income of $32,810 and undistributed net investment income of $549, respectively)

$ 31,123,211

$ 32,158,864

Other Information

Shares

Sold

43,189

77,021

Issued in reinvestment of distributions

-

3,759

Redeemed

(60,700)

(146,690)

Net increase (decrease)

(17,511)

(65,910)

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

Semiannual Report

Financial Highlights

Six months ended
June 30, 2002

Years ended December 31,

(Unaudited)

2001

2000

1999

1998

1997

Selected Per-Share Data

Net asset value, be-
ginning of period

$ 42.77

$ 49.18

$ 60.02

$ 56.81

$ 46.63

$ 42.15

Income from Invest-
ment Operations

Net investment income (loss) D

.04

.21

.26

.29

.36

.42

Net realized and unrealized gain (loss)

(.43)

(6.40)

(4.24)

13.42

14.34

8.97

Total from
investment operations

(.39)

(6.19)

(3.98)

13.71

14.70

9.39

Distributions from net investment income

-

(.22)

(.24)

(.28)

(.30)

(.35)

Distributions from net realized gain

-

-

(5.59)

(10.22)

(4.22)

(4.56)

Distributions in excess of net realized gain

-

-

(1.03)

-

-

-

Total distributions

-

(.22)

(6.86)

(10.50)

(4.52)

(4.91)

Net asset value, end of period

$ 42.38

$ 42.77

$ 49.18

$ 60.02

$ 56.81

$ 46.63

Total Return B, C, F

(.91)%

(12.59)%

(6.80)%

25.03%

31.57%

23.00%

Ratios to Average Net Assets E

Expenses before expense
reductions

.98%A

.96%

.87%

.65%

.65%

.70%

Expenses net of voluntary
waivers, if any

.98%A

.96%

.87%

.65%

.65%

.70%

Expenses net of all reductions

.94%A

.91%

.84%

.62%

.61%

.67%

Net investment
income (loss)

.20%A

.49%

.45%

.48%

.70%

.91%

Supplemental Data

Net assets,
end of period (in millions)

$ 31,123

$ 32,159

$ 40,220

$ 46,912

$ 38,639

$30,739

Portfolio
turnover rate

88%A

141%

166%

177%

197%

144%

A Annualized

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

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

D Calculated based on average shares outstanding during the period.

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2002 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

Fidelity Contrafund (the fund) is a fund of Fidelity Contrafund (the trust) and is authorized to issue an unlimited number of shares. The trust is registered under the Investment Company Act of 1940, as amended (the 1940 Act), as an open-end management investment company organized as a Massachusetts business trust. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements. The following summarizes the significant accounting policies of the fund:

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 pm Eastern time. Equity securities for which market quotations are available are valued at the last sale price or official closing price (closing bid price or last evaluated quote if no sale has occurred) on the primary market or exchange on which they trade. Debt securities for which quotations are readily available are valued at their most recent bid prices (sales price if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and electronic data processing techniques. If an event that is expected to materially affect the value of a security occurs after the close of an exchange or market on which that security trades, but prior to the NAV calculation, then that security will be fair valued taking the event into account. Securities (including restricted securities) for which market quotations are not readily available are valued at their fair value as determined in good faith under consistently applied procedures under the general supervision of the Board of Trustees. Price movements in futures contracts and ADRs, market and trading trends, the bid/ask quotes of brokers and off-exchange institutional trading may be reviewed in the course of making a good faith determination of a security's fair value. Short-term securities with remaining maturities of sixty days or less for which quotations are not readily available are valued on the basis of amortized cost. Investments in open-end investment companies are valued at their net asset value each business day.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Foreign Currency - continued

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.

Income Taxes. As a qualified regulated investment company under Subchapter M of the Internal Revenue Code, the fund is not subject to income taxes to the extent that it distributes all of its taxable income for its fiscal year. The Schedule of Investments includes information, if any, regarding income taxes under the caption "Income Tax Information."

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. Interest income, which includes amortization of premium and accretion of discount on debt securities, as required, is accrued as earned. Investment income is recorded net of foreign taxes withheld where recovery of such taxes is uncertain.

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

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

Distributions to Shareholders. Distributions are recorded on the ex-dividend date.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for foreign currency transactions, market discount, non-taxable dividends, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

Semiannual Report

1. Significant Accounting Policies - continued

Distributions to Shareholders- continued

Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to paid in capital. Temporary book and tax basis differences will reverse in a subsequent period.

2. Operating Policies.

Joint Trading Account. Pursuant to an Exemptive Order issued by the Securities and Exchange Commission (the SEC), the fund, along with other affiliated entities of Fidelity Management & Research Company (FMR), may transfer uninvested cash balances into one or more joint trading accounts. These balances are invested in one or more repurchase agreements for U.S. Treasury or Federal Agency obligations.

Repurchase Agreements. The underlying U.S. Treasury, Federal Agency, or other obligations found to be satisfactory by FMR are transferred to an account of the fund, or to the Joint Trading Account, at a custodian bank. The securities are marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest). FMR, the fund's investment adviser, is responsible for determining that the value of the underlying securities remains in accordance with the market value requirements stated above.

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 under the captions "Legend" and/or "Other Information" at the end of the fund's Schedule of Investments.

3. Purchases and Sales of Investments.

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

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 of .30% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

4. Fees and Other Transactions with Affiliates - continued

Management Fee - continued

The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ± .20% of the fund's average net assets over a 36 month performance period). The upward, or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .77% of the fund's average net assets.

Sales Load. For the period, Fidelity Distributors Corp. (FDC), an affiliate of FMR, received sales charges of $672 on sales of shares of the fund all of which was retained.

Transfer Agent Fees. Fidelity Service Company, Inc. (FSC), an affiliate of FMR, is the fund's transfer, dividend disbursing and shareholder servicing agent. FSC receives account fees and asset-based fees that vary according to account size and type of account. FSC pays for typesetting, printing and mailing of all shareholder reports, except proxy statements. For the period, the transfer agent fees were equivalent to an annualized rate of .19% of average net assets.

Accounting and Security Lending Fees. FSC maintains the fund's accounting records and administers the security lending program. The security lending fee is based on the number and duration of lending transactions. The accounting fee is based on the level of average net assets for the month plus out-of-pocket expenses.

Central Funds. The fund may invest in affiliated Central Funds managed by Fidelity Investments Money Management, Inc. (FIMM), an affiliate of FMR. The Central Funds are open-end investment companies available only to investment companies and other accounts managed by FMR and its affiliates. The Central Funds seek preservation of capital and current income and do not pay a management fee. Income distributions earned by the fund are recorded as income in the accompanying financial statements and totaled $16,081 for the period.

Brokerage Commissions. The fund placed a portion of its portfolio transactions with brokerage firms which are affiliates of the investment adviser. The commissions paid to these affiliated firms are shown under the caption "Other Information" at the end of the fund's Schedule of Investments.

Semiannual Report

5. Committed Line of Credit.

The fund participates with other funds managed by FMR in a $3.5 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. Information regarding loans outstanding is included under the caption "Other Information" at the end of the fund's Schedule of Investments. During the period, there were no borrowings on this line of credit.

6. Security Lending.

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

7. Expense Reductions.

Certain security trades were directed to brokers who paid $5,836 of the fund's expenses. In addition, through arrangements with the fund's custodian and transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the custody and transfer agent expenses by $4 and $213, respectively.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

8. Transactions with Affiliated Companies.

An affiliated company is a company in which the fund has ownership of at least 5% of the voting securities. Transactions during the period with companies which are or were affiliates are as follows:

Summary of Transactions with Affiliated Companies

Affiliate

Purchase
Cost

Sales
Cost

Dividend
Income

Value

AMN Healthcare Services, Inc.

$ 2,319

$ -

$ -

$ 79,928

Aeropostale, Inc.

14,168

-

-

66,824

Alberta Energy Co. Ltd.

4,838

539,982

3,128

-

Avon Products, Inc.

28,651

-

2,381

644,888

C.H. Robinson Worldwide, Inc.

18,320

-

573

162,810

Commerce Bancorp, Inc., New Jersey

3,188

8,614

-

-

Cooper Companies, Inc.

4,046

9,540

59

46,799

Cross Country, Inc.

24,476

-

-

94,356

Fleming Companies, Inc.

2,697

3,982

-

-

Flir Systems, Inc.

15,039

10,591

-

47,137

Footstar, Inc.

-

17,134

-

-

Franco Nevada Mining Corp. Ltd.

27,915

76,844

-

-

Goldcorp, Inc.

13,422

10,050

573

131,626

Harman International Industries, Inc.

-

34,446

112

-

Logitech International SA (Reg.)

16,533

-

-

129,084

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

1,200

16,871

-

39,704

Patterson Dental Co.

9,078

17,767

-

256,864

Swift Transportation Co., Inc.

9,764

-

-

175,279

Triton PCS Holdings, Inc. Class A

4,952

9,038

-

12,449

Valero Energy Corp.

-

-

-

-

Whole Foods Market, Inc.

39,433

3,123

-

210,746

TOTALS

$ 240,039

$ 757,982

$ 6,826

$ 2,098,494

Semiannual Report

Managing Your Investments

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

By Phone

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By PC

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www.fidelity.com

If you are not currently on the Internet, call EarthLink Sprint at 1-800-288-2967, and be sure to ask for registration number SMD004 to receive a special Fidelity package that includes 30 days of free Internet access. EarthLink is North America's #1 independent Internet access provider.

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Fidelity On-line Xpress+ software for Windows combines comprehensive portfolio management capabilities, securities trading and access to research and analysis tools . . . all on your desktop. Call Fidelity at 1-800-544-0240 or visit our web site for more information on how to manage your investments via your PC.

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

Semiannual Report

To Write Fidelity

If more than one address is listed, please locate the address that is closest to you. We'll give your correspondence immediate attention and send you written confirmation upon completion of your request.

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Making Changes
To Your Account

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

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

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Fidelity Investments
Attn: Redemptions - CP6I

400 East Las Colinas Blvd.
Irving, TX 75039-5587

General Correspondence

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

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Buying shares

Fidelity Investments
P.O. Box 770001
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P.O. Box 660602
Dallas, TX 75266-0602

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Fidelity Investments
Attn: Redemptions - CP5L

400 East Las Colinas Blvd.
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General Correspondence

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

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Boston, MA

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Brown Brothers Harriman & Co.

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