Fidelity Contrafund K (FCNKX) N-CSRS Certified semi-annual shareholder report (management investment company)

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, 2003

Item 1. Reports to Stockholders

Fidelity®

Contrafund^®

Semiannual Report

June 30, 2003

(2_fidelity_logos) (Registered_Trademark)

Contents

Chairman's Message	<Click Here>	Ned Johnson's message to shareholders.
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.

Chairman's Message

(photo_of_Edward_C_Johnson_3d)

Dear Shareholder:

This shareholder update and report on the performance of your fund is among the first to be produced under the new Sarbanes-Oxley Public Company Accounting and Investor Protection Act of 2002. This act requires that public companies certify, under penalty of law, the financial information they report to shareholders. It was adopted by Congress in reaction to several incidents of corporate malfeasance that brought the integrity of management of some publicly traded companies into question.

After the act was signed into law, the Securities and Exchange Commission interpreted it as applying to mutual funds as well as public companies. Thus, every mutual fund now is required to certify that the financial information provided in annual and semiannual reports to shareholders fully and fairly presents its financial position.

There is little doubt that the intent of Congress and regulators in this matter is a noble one - to improve the accuracy and accountability of financial reporting to investors by corporate America. We in no way condone any of the activities that brought about these requirements, and we welcome any and every reasonable proposal to strengthen investor protection and information disclosure.

That said, we are proud that mutual funds have always provided full and fair disclosure. Governed by the Investment Company Act of 1940 - and monitored and regulated by federal and state agencies, industry oversight associations, and independent directors - mutual funds are among the most transparent of all financial products. For example, the prices of mutual fund shares are established and published every business day, and the majority of members of the Board of Trustees that oversees our funds are not affiliated with the business of Fidelity. The disclosure standards of mutual funds actually have become models for governance and transparency across corporate America.

We are, of course, complying in full with the letter of this new requirement and hope that any future efforts by Congress to reassure investors about the honesty of corporate America will focus on practical and substantive solutions of genuine value to shareholders.

This sort of careful consideration was evident as Congress deliberated President Bush's tax cut package this spring, then enacted legislation that contains a variety of benefits for American families, investors and businesses. Although the final bill did not completely eliminate the tax that individual investors pay when they receive dividends from companies, it still will benefit American investors, and we applaud it in the spirit of compromise that marked the debate in Congress.

At Fidelity, we are committed to acting at all times in accordance with the highest standards of integrity and in the best interests of our fund shareholders. We are proud of the amount of information we provide to those who invest in our funds and pleased to continue that level of communication with you in these reports.

Semiannual Report

President's Message - continued

Best regards,

/s/Edward C. Johnson 3d

Edward C. Johnson 3d

Semiannual Report

Investment Changes

Top Ten Stocks as of June 30, 2003
	% of fund's net assets	% of fund's net assets 6 months ago
Colgate-Palmolive Co.	3.4	3.2
3M Co.	3.3	3.1
Berkshire Hathaway, Inc. Class A	3.0	3.1
Avon Products, Inc.	2.7	2.5
Lockheed Martin Corp.	2.6	3.8
EnCana Corp.	2.3	2.1
InterActiveCorp	1.8	0.0
Zimmer Holdings, Inc.	1.5	1.3
Ryanair Holdings PLC sponsored ADR	1.5	1.1
First Data Corp.	1.3	1.2
	23.4
Top Five Market Sectors as of June 30, 2003
	% of fund's net assets	% of fund's net assets 6 months ago
Consumer Discretionary	17.6	15.8
Financials	15.7	17.8
Health Care	15.1	15.3
Industrials	12.9	13.6
Consumer Staples	10.5	13.6

Asset Allocation (% of fund's net assets)
As of June 30, 2003 *			As of December 31, 2002 **
	Stocks 94.2%			Stocks 90.3%
	Bonds 0.1%			Bonds 0.2%
	Convertible Securities 0.8%			Convertible Securities 0.5%
	Other Investments 0.0%			Other Investments 0.1%
	Short-Term Investments and Net Other Assets 4.9%			Short-Term Investments and Net Other Assets 8.9%
* Foreign investments		21.7%	** Foreign investments		19.5%

Semiannual Report

Investments June 30, 2003 (Unaudited)

Showing Percentage of Net Assets

Common Stocks - 94.2%
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 17.4%
Auto Components - 0.3%
BorgWarner, Inc.	94,800		$ 6,105
Gentex Corp. (a)	2,379,400		72,833
			78,938
Automobiles - 1.5%
Harley-Davidson, Inc.	283,720		11,309
Honda Motor Co. Ltd.	3,004,200		114,460
Nissan Motor Co. Ltd.	14,094,200		133,543
Toyota Motor Corp.	7,266,500		188,202
			447,514
Hotels, Restaurants & Leisure - 2.1%
Applebee's International, Inc.	105,900		3,328
Brinker International, Inc. (a)	388,800		14,005
CBRL Group, Inc.	429,800		16,702
Four Seasons Hotels, Inc.	100		4
GTECH Holdings Corp.	649,400		24,450
Harrah's Entertainment, Inc. (a)	68,600		2,760
Hilton Group PLC	4,263,400		12,984
International Game Technology	565,100		57,827
Kerzner International Ltd. (a)	162,700		5,241
Krispy Kreme Doughnuts, Inc. (a)	967,500		39,842
Mandalay Resort Group	156,600		4,988
McDonald's Corp.	529,000		11,670
MGM MIRAGE (a)	500,100		17,093
P.F. Chang's China Bistro, Inc. (a)(c)	2,369,050		116,581
Panera Bread Co. Class A (a)(c)	1,986,200		79,448
Red Robin Gourmet Burgers, Inc.	267,200		5,066
Stanley Leisure PLC	1,842,625		9,729
Starbucks Corp. (a)	3,291,500		80,708
Station Casinos, Inc. (a)	1,506,500		38,039
The Cheesecake Factory, Inc. (a)	1,097,100		39,375
Wendy's International, Inc.	205,100		5,942
William Hill PLC	10,704,080		50,582
Wynn Resorts Ltd.	83,200		1,472
			637,836
Household Durables - 1.3%
D.R. Horton, Inc.	5,494,203		154,387
Fortune Brands, Inc.	1,321,700		68,993
Garmin Ltd. (a)	1,059,163		42,229
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Household Durables - continued
Harman International Industries, Inc.	1,272,500		$ 100,706
Mohawk Industries, Inc. (a)	557,700		30,969
			397,284
Internet & Catalog Retail - 2.9%
Amazon.com, Inc. (a)	477,900		17,439
eBay, Inc. (a)	2,707,200		282,036
InterActiveCorp (a)	13,659,081		540,490
NetFlix, Inc. (a)	854,400		21,830
Overstock.com, Inc. (a)	429,200		6,228
			868,023
Leisure Equipment & Products - 0.4%
Leapfrog Enterprises, Inc. Class A	282,500		8,986
Mattel, Inc.	6,173,600		116,805
			125,791
Media - 3.1%
AOL Time Warner, Inc. (a)	1,033,400		16,627
British Sky Broadcasting Group PLC (BSkyB) (a)	941,700		10,466
British Sky Broadcasting Group PLC (BSkyB) sponsored ADR (a)	475,700		21,454
Comcast Corp. Class A (special) (a)	1,963,400		56,605
Cox Communications, Inc. Class A (a)	80,200		2,558
E.W. Scripps Co. Class A	1,594,200		141,437
Entercom Communications Corp. Class A (a)	435,800		21,359
Fox Entertainment Group, Inc. Class A (a)	4,100,500		118,012
Getty Images, Inc. (a)	802,200		33,131
Lee Enterprises, Inc.	196,300		7,367
Liberty Media Corp. Class A (a)	705,000		8,150
LIN TV Corp. Class A (a)	860,100		20,255
McGraw-Hill Companies, Inc.	227,000		14,074
Meredith Corp.	259,900		11,436
Pearson PLC sponsored ADR	1,402,300		13,462
Pixar (a)	1,219,600		74,200
Reed Elsevier PLC	2,366,800		19,754
SBS Broadcasting SA (a)	4,500		80
The New York Times Co. Class A	322,900		14,692
Tribune Co.	1,812,200		87,529
Viacom, Inc. Class B (non-vtg.) (a)	2,854,767		124,639
Vivendi Universal SA sponsored ADR	1,488,200		27,442
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
Washington Post Co. Class B	109,570		$ 80,304
Westwood One, Inc. (a)	12,300		417
			925,450
Multiline Retail - 1.0%
99 Cents Only Stores (a)(c)	5,583,433		191,623
Debenhams PLC	3,744,177		26,044
Dollar General Corp.	626,700		11,444
JCPenney Co., Inc.	1,633,900		27,531
Marks & Spencer Group PLC	7,853,000		41,041
Tuesday Morning Corp. (a)	208,600		5,486
			303,169
Specialty Retail - 3.9%
Abercrombie & Fitch Co. Class A (a)	78,300		2,225
Advance Auto Parts, Inc. (a)	1,355,100		82,526
AnnTaylor Stores Corp. (a)	744,800		21,562
AutoZone, Inc. (a)	192,260		14,606
Bed Bath & Beyond, Inc. (a)	5,945,200		230,733
Best Buy Co., Inc. (a)	78,300		3,439
CarMax, Inc. (a)	313,300		9,446
Chico's FAS, Inc. (a)	1,584,700		33,358
Claire's Stores, Inc.	547,200		13,877
Dick's Sporting Goods, Inc.	92,900		3,408
Gap, Inc.	2,969,800		55,713
Guitar Center, Inc. (a)	330,600		9,587
Hennes & Mauritz AB (H&M) (B Shares)	844,200		19,456
Hot Topic, Inc. (a)	589,800		15,872
Lowe's Companies, Inc.	5,917,500		254,157
Pacific Sunwear of California, Inc. (a)(c)	3,194,919		76,966
PETCO Animal Supplies, Inc. (a)	1,927,700		41,908
PETsMART, Inc.	3,216,700		53,622
Pier 1 Imports, Inc.	1,959,500		39,974
Ross Stores, Inc.	602,820		25,765
Select Comfort Corp. (a)	161,700		2,649
TJX Companies, Inc.	4,046,500		76,236
Urban Outfitters, Inc. (a)	233,200		8,372
Weight Watchers International, Inc. (a)	2,027,000		92,208
			1,187,665
Textiles Apparel & Luxury Goods - 0.9%
Burberry Group, PLC	11,415,243		46,857
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Textiles Apparel & Luxury Goods - continued
Coach, Inc. (a)	2,643,038		$ 131,465
Columbia Sportswear Co. (a)	35,200		1,810
Fossil, Inc. (a)	49,800		1,173
Gildan Activewear, Inc. Class A (sub. vtg.) (a)	198,670		5,229
K-Swiss, Inc. Class A	584,100		20,163
Liz Claiborne, Inc.	351,600		12,394
Puma AG	425,469		42,375
Quiksilver, Inc. (a)	1,706,300		28,137
			289,603
TOTAL CONSUMER DISCRETIONARY			5,261,273
CONSUMER STAPLES - 10.5%
Beverages - 1.0%
Anheuser-Busch Companies, Inc.	2,664,400		136,018
Cott Corp. (a)	908,200		18,780
Diageo PLC	4,137,177		45,261
Molson, Inc. Class A	1,656,985		44,861
PepsiCo, Inc.	589,890		26,250
The Coca-Cola Co.	745,200		34,585
			305,755
Food & Staples Retailing - 1.7%
Costco Wholesale Corp. (a)	430,500		15,756
George Weston Ltd.	178,710		13,579
Koninklijke Ahold NV sponsored ADR	268,800		2,250
Loblaw Companies Ltd.	196,330		9,031
Safeway PLC	2,479,386		10,567
Sysco Corp.	6,305,100		189,405
Tesco PLC	22,836,907		82,873
Wal-Mart Stores, Inc.	107,300		5,759
Whole Foods Market, Inc. (a)(c)	3,046,975		144,823
William Morrison Supermarkets PLC	7,440,735		22,630
			496,673
Food Products - 0.5%
Bunge Ltd.	72,700		2,079
Dean Foods Co. (a)	1,281,600		40,370
Hershey Foods Corp.	436,200		30,386
Horizon Organic Holding Corp. (a)	398,800		9,503
Kraft Foods, Inc. Class A	333,260		10,848
Common Stocks - continued
	Shares		Value (Note 1) (000s)
CONSUMER STAPLES - continued
Food Products - continued
Saputo, Inc.	550,700		$ 10,717
Wm. Wrigley Jr. Co.	1,029,300		57,878
			161,781
Household Products - 3.5%
Colgate-Palmolive Co.	17,883,300		1,036,341
Procter & Gamble Co.	147,800		13,181
			1,049,522
Personal Products - 3.8%
Avon Products, Inc. (c)	13,342,222		829,886
Gillette Co.	10,233,400		326,036
			1,155,922
TOTAL CONSUMER STAPLES			3,169,653
ENERGY - 4.7%
Energy Equipment & Services - 0.5%
Baker Hughes, Inc.	235,500		7,906
BJ Services Co. (a)	251,800		9,407
Carbo Ceramics, Inc.	92,600		3,449
ENSCO International, Inc.	6,600		178
Halliburton Co.	1,341,900		30,864
National-Oilwell, Inc. (a)	232,100		5,106
Noble Corp. (a)	609,600		20,909
Schlumberger Ltd. (NY Shares)	67,900		3,230
Smith International, Inc. (a)	1,591,500		58,472
Willbros Group, Inc. (a)	213,500		2,218
			141,739
Oil & Gas - 4.2%
Apache Corp.	1,086,320		70,676
BP PLC sponsored ADR	1,528,566		64,230
Burlington Resources, Inc.	836,000		45,203
Canadian Natural Resources Ltd.	78,300		3,123
Chesapeake Energy Corp.	225,300		2,276
China Petroleum & Chemical Corp. sponsored ADR	636,200		15,364
EnCana Corp.	18,249,424		700,026
EOG Resources, Inc.	251,800		10,535
Evergreen Resources, Inc. (a)	52,300		2,840
Exxon Mobil Corp.	284,264		10,208
Murphy Oil Corp.	2,180,700		114,705
Common Stocks - continued
	Shares		Value (Note 1) (000s)
ENERGY - continued
Oil & Gas - continued
Noble Energy, Inc.	305,400		$ 11,544
Occidental Petroleum Corp.	74,400		2,496
Petro-Canada	1,055,800		42,270
PetroChina Co. Ltd. sponsored ADR	913,600		27,591
Pioneer Natural Resources Co. (a)	180,700		4,716
Pogo Producing Co.	633,900		27,099
Premcor, Inc. (a)	2,678,100		57,713
Progress Energy Ltd. (a)	405,800		2,981
Suncor Energy, Inc.	1,206,680		22,687
Talisman Energy, Inc.	553,630		25,262
Total SA sponsored ADR	171,400		12,992
Valero Energy Corp.	7,900		287
YUKOS Corp. sponsored ADR	78,300		4,357
			1,281,181
TOTAL ENERGY			1,422,920
FINANCIALS - 15.4%
Capital Markets - 0.1%
Merrill Lynch & Co., Inc.	442,100		20,637
UBS AG (NY Shares)	144,900		8,027
			28,664
Commercial Banks - 4.2%
Allied Irish Banks PLC	1,207,593		18,089
Australia & New Zealand Banking Group Ltd.	2,484,939		31,148
Bank of America Corp.	272,400		21,528
Bank of Ireland	7,334,553		88,757
Bank One Corp.	456,800		16,984
Charter One Financial, Inc.	138,000		4,303
Commerce Bancorp, Inc., New Jersey	3,369,518		125,009
Danske Bank AS	258,300		5,044
Fifth Third Bancorp	5,845,690		335,192
First Bancorp, Puerto Rico	19,800		544
First Community Bancorp, California	94,800		2,955
M&T Bank Corp.	1,937,600		163,185
National Australia Bank Ltd.	945,000		21,323
North Fork Bancorp, Inc., New York	2,540,800		86,540
Popular, Inc.	166,700		6,433
Royal Bank of Canada	193,600		8,242
Royal Bank of Scotland Group PLC	7,353,609		206,913
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Commercial Banks - continued
SouthTrust Corp.	2,921,800		$ 79,473
Texas Regional Bancshares, Inc. Class A	333,950		11,588
UCBH Holdings, Inc.	798,200		22,892
UnionBanCal Corp.	6		0
Valley National Bancorp	28,875		761
Wells Fargo & Co.	78,700		3,966
			1,260,869
Consumer Finance - 1.2%
MBNA Corp.	767,600		15,997
SLM Corp.	8,757,900		343,047
WFS Financial, Inc. (a)	45,100		1,511
			360,555
Diversified Financial Services - 0.7%
CIT Group, Inc.	783,500		19,313
Citigroup, Inc.	904,200		38,700
Moody's Corp.	3,061,500		161,372
			219,385
Insurance - 7.9%
ACE Ltd.	856,500		29,369
AFLAC, Inc.	1,441,400		44,323
Allstate Corp.	2,531,000		90,230
American International Group, Inc.	5,403,126		298,144
Aon Corp.	1,271,900		30,627
Arch Capital Group Ltd. (a)	639,092		22,196
Berkshire Hathaway, Inc. Class A (a)	12,488		905,380
Brit Insurance Holdings PLC (a)	9,084,200		11,841
Brown & Brown, Inc.	160,500		5,216
Cincinnati Financial Corp.	352,600		13,078
Everest Re Group Ltd.	2,506,020		191,711
Fidelity National Financial, Inc.	97,900		3,011
HCC Insurance Holdings, Inc.	566,200		16,743
IPC Holdings Ltd.	563,800		18,887
Markel Corp. (a)	132,850		34,010
MetLife, Inc.	274,300		7,768
Montpelier Re Holdings Ltd. (c)	4,082,800		129,016
Old Republic International Corp.	318,300		10,908
PartnerRe Ltd.	1,527,100		78,050
Progressive Corp.	453,700		33,165
RenaissanceRe Holdings Ltd.	2,562,410		116,641
Common Stocks - continued
	Shares		Value (Note 1) (000s)
FINANCIALS - continued
Insurance - continued
SAFECO Corp.	1,733,300		$ 61,151
StanCorp Financial Group, Inc.	94,200		4,919
USI Holdings Corp.	1,628,313		19,149
W.R. Berkley Corp.	260,700		13,739
White Mountains Insurance Group Ltd.	26,700		10,547
Willis Group Holdings Ltd.	3,112,800		95,719
XL Capital Ltd. Class A	1,152,500		95,658
			2,391,196
Real Estate - 0.0%
American Financial Realty Trust (SBI)	168,400		2,511
Corrections Corp. of America (a)	6,844		173
Equity Residential (SBI)	7,900		205
General Growth Properties, Inc.	36,100		2,254
Simon Property Group, Inc.	215,900		8,427
			13,570
Thrifts & Mortgage Finance - 1.3%
Astoria Financial Corp.	157,000		4,385
Doral Financial Corp.	1,953,100		87,206
Golden West Financial Corp., Delaware	3,188,600		255,120
NetBank, Inc.	30,600		403
New York Community Bancorp, Inc.	801,633		23,320
W Holding Co., Inc.	628,500		10,634
			381,068
TOTAL FINANCIALS			4,655,307
HEALTH CARE - 15.1%
Biotechnology - 1.7%
Amgen, Inc. (a)	431,600		28,676
Amylin Pharmaceuticals, Inc. (a)	2,627,100		57,507
Celgene Corp. (a)	35,300		1,073
Charles River Laboratories International, Inc. (a)	7,900		254
Gen-Probe, Inc. (a)	182,200		7,447
Genentech, Inc. (a)	2,673,100		192,784
Gilead Sciences, Inc. (a)	2,984,500		165,879
ICOS Corp. (a)	19,600		720
IDEXX Laboratories, Inc. (a)	655,500		21,985
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Biotechnology - continued
MedImmune, Inc. (a)	744,500		$ 27,077
Neurocrine Biosciences, Inc. (a)	377,800		18,867
			522,269
Health Care Equipment & Supplies - 6.0%
Advanced Medical Optics, Inc. (a)	234,600		4,000
Advanced Neuromodulation Systems, Inc. (a)	509,068		26,354
Alcon, Inc.	3,978,300		181,808
Becton, Dickinson & Co.	313,900		12,195
Bio-Rad Laboratories, Inc. Class A (a)	424,600		23,502
Biomet, Inc.	2,148,150		61,566
Biosite, Inc. (a)	384,400		18,490
Boston Scientific Corp. (a)	1,526,800		93,287
C.R. Bard, Inc.	205,400		14,647
Centerpulse AG (Reg.) (a)	217,988		58,804
Cooper Companies, Inc.	156,737		5,450
CTI Molecular Imaging, Inc. (c)	2,311,900		43,718
DENTSPLY International, Inc. (c)	4,899,739		200,399
Edwards Lifesciences Corp. (a)	395,400		12,708
Guidant Corp.	226,600		10,059
Medtronic, Inc.	1,645,900		78,954
Mentor Corp.	440,000		8,527
Nobel Biocare Holding AG (Switzerland)	226,713		15,176
ResMed, Inc. (a)	102,700		4,026
Smith & Nephew PLC	38,815,636		223,736
St. Jude Medical, Inc. (a)	1,074,600		61,790
Stryker Corp.	1,392,600		96,605
Synthes-Stratec, Inc.	13,100		9,433
Varian Medical Systems, Inc. (a)	1,794,900		103,332
Wilson Greatbatch Technologies, Inc. (a)	481,100		17,368
Zimmer Holdings, Inc. (a)(c)	9,864,634		444,402
			1,830,336
Health Care Providers & Services - 2.8%
Advisory Board Co. (a)	492,200		19,944
Aetna, Inc.	1,090,500		65,648
American Healthways, Inc. (a)	230,200		8,315
Caremark Rx, Inc. (a)	1,151,436		29,569
Health Management Associates, Inc. Class A	4,665,410		86,077
ICON PLC sponsored ADR (a)	7,600		242
IMPAC Medical Systems, Inc. (a)	506,200		10,569
Common Stocks - continued
	Shares		Value (Note 1) (000s)
HEALTH CARE - continued
Health Care Providers & Services - continued
Odyssey Healthcare, Inc. (a)	631,000		$ 23,347
Patterson Dental Co. (a)(c)	6,057,690		274,898
UnitedHealth Group, Inc.	4,803,200		241,361
VistaCare, Inc. Class A	528,800		12,855
WebMD Corp. (a)	4,793,400		51,913
WellPoint Health Networks, Inc. (a)	91,500		7,713
			832,451
Pharmaceuticals - 4.6%
Altana AG	1,410,629		89,233
AstraZeneca PLC sponsored ADR	858,200		34,989
Barr Laboratories, Inc. (a)	254,800		16,689
Biovail Corp. (a)	70,410		3,288
Bristol-Myers Squibb Co.	392,000		10,643
Forest Laboratories, Inc. (a)	7,875		431
IVAX Corp. (a)	235,000		4,195
Johnson & Johnson	5,905,750		305,327
Kyorin Pharmaceutical Co. Ltd.	98,000		1,344
Merck & Co., Inc.	2,876,900		174,196
Novartis AG sponsored ADR	2,961,300		117,889
Novo Nordisk AS Series B	2,265,300		79,521
Pfizer, Inc.	6,223,635		212,537
Pharmaceutical Resources, Inc. (a)	278,100		13,532
Roche Holding AG (participation certificate)	570,630		44,871
Schering AG	278,709		13,664
Schering-Plough Corp.	100		2
Stada Arzneimittel AG	254,566		16,238
Teva Pharmaceutical Industries Ltd. sponsored ADR	4,036,600		229,804
Wyeth	430,800		19,623
			1,388,016
TOTAL HEALTH CARE			4,573,072
INDUSTRIALS - 12.9%
Aerospace & Defense - 3.2%
Bombardier, Inc. Class B (sub. vtg.)	14,867,800		50,412
Honeywell International, Inc.	78,300		2,102
L-3 Communications Holdings, Inc. (a)	800		35
Lockheed Martin Corp.	16,939,900		805,831
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Aerospace & Defense - continued
United Defense Industries, Inc. (a)	912,100		$ 23,660
Veridian Corp. (c)	2,420,500		84,451
			966,491
Air Freight & Logistics - 0.7%
C.H. Robinson Worldwide, Inc.	3,833,910		136,334
FedEx Corp.	235,300		14,596
United Parcel Service, Inc. Class B	1,183,000		75,357
			226,287
Airlines - 2.2%
Continental Airlines, Inc. Class B (a)	1,291,900		19,340
JetBlue Airways Corp. (a)(c)	3,934,719		166,399
Ryanair Holdings PLC:
warrants (UBS Warrant Programme) 2/25/04 (a)	726,300		5,243
sponsored ADR (a)	9,775,300		438,911
Southwest Airlines Co.	1,956,900		33,659
			663,552
Commercial Services & Supplies - 1.4%
Apollo Group, Inc. Class A (a)	2,433,700		150,305
Aramark Corp. Class B (a)	2,250,100		50,447
Avery Dennison Corp.	436,800		21,927
Central Parking Corp.	209,100		2,584
Cintas Corp.	160,103		5,674
Corinthian Colleges, Inc. (a)	1,389,567		67,491
Corporate Executive Board Co. (a)	87,074		3,529
Dun & Bradstreet Corp. (a)	164,900		6,777
Education Management Corp. (a)	312,600		16,624
H&R Block, Inc.	990,800		42,852
Hewitt Associates, Inc. Class A	117,400		2,765
Hudson Highland Group, Inc. (a)	35,325		672
Kroll, Inc. (a)	274,300		7,423
Monster Worldwide, Inc.	1,271,288		25,083
Robert Half International, Inc. (a)	78,300		1,483
Stericycle, Inc. (a)	78,400		3,017
			408,653
Construction & Engineering - 0.3%
Granite Construction, Inc.	115,300		2,209
Jacobs Engineering Group, Inc. (a)	2,041,566		86,052
			88,261
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INDUSTRIALS - continued
Electrical Equipment - 0.1%
American Power Conversion Corp.	1,128,200		$ 17,589
Cooper Industries Ltd. Class A	139,400		5,757
Rockwell Automation, Inc.	235,500		5,614
			28,960
Industrial Conglomerates - 3.4%
3M Co.	7,623,490		983,278
Tomkins PLC	2,966,800		11,147
Tyco International Ltd.	1,783,100		33,843
			1,028,268
Machinery - 1.3%
CUNO, Inc. (a)	4,000		144
Danaher Corp.	3,489,420		237,455
Dionex Corp. (a)	53,400		2,123
Donaldson Co., Inc.	513,000		22,803
ESCO Technologies, Inc. (a)	204,900		9,016
PACCAR, Inc.	1,643,430		111,030
Pall Corp.	327,900		7,378
Wabash National Corp. (a)	604,400		8,480
			398,429
Marine - 0.0%
CP Ships Ltd.	140,900		2,347
Road & Rail - 0.3%
Canadian National Railway Co.	306,120		14,781
Canadian Pacific Railway Ltd.	218,350		4,910
Heartland Express, Inc. (a)	1,494,231		33,247
Knight Transportation, Inc. (a)	682,550		16,995
Landstar System, Inc. (a)	294,074		18,483
Norfolk Southern Corp.	7,900		152
P.A.M. Transportation Services, Inc. (a)	78,600		1,974
			90,542
Trading Companies & Distributors - 0.0%
Fastenal Co.	59,488		2,019
MSC Industrial Direct Co., Inc. Class A (a)	131,900		2,361
			4,380
TOTAL INDUSTRIALS			3,906,170
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - 10.1%
Communications Equipment - 1.0%
Adtran, Inc. (a)	230,072		$ 11,800
Avocent Corp. (a)	742,633		22,227
Cisco Systems, Inc. (a)	78,700		1,314
Comverse Technology, Inc. (a)	1,631,400		24,520
NetScreen Technologies, Inc. (a)	2,659,200		59,965
Nokia Corp. sponsored ADR	7,900		130
QUALCOMM, Inc.	411,300		14,704
SafeNet, Inc. (a)	38,400		1,074
Scientific-Atlanta, Inc.	2,746,100		65,467
Sycamore Networks, Inc. (a)	3,739,300		14,322
Telefonaktiebolaget LM Ericsson ADR (a)	4,117,391		43,768
UTStarcom, Inc. (a)	835,300		29,712
			289,003
Computers & Peripherals - 1.0%
Apple Computer, Inc. (a)	2,012,500		38,479
ATI Technologies, Inc. (a)	939,500		9,341
Avid Technology, Inc. (a)	234,900		8,238
Cray, Inc. (a)	486,500		3,843
Dell Computer Corp. (a)	1,129,300		36,092
Electronics for Imaging, Inc. (a)	744,721		15,110
Hutchinson Technology, Inc. (a)	133,700		4,397
Lexmark International, Inc. Class A (a)	260,100		18,407
Logitech International SA (Reg.) (a)	200,592		7,541
SanDisk Corp. (a)	79,100		3,192
Seagate Technology	4,351,300		76,800
Storage Technology Corp. (a)	383,700		9,876
Western Digital Corp. (a)	7,267,500		74,855
			306,171
Electronic Equipment & Instruments - 0.6%
CDW Corp. (a)	39,200		1,795
Flextronics International Ltd. (a)	2,079,500		21,606
Flir Systems, Inc. (a)(c)	2,911,200		87,773
Lexar Media, Inc. (a)	474,300		4,525
National Instruments Corp. (a)	82,995		3,136
Roper Industries, Inc.	46,300		1,722
Symbol Technologies, Inc.	4,194,100		54,565
Thermo Electron Corp. (a)	336,800		7,080
Waters Corp. (a)	318,000		9,263
			191,465
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Internet Software & Services - 1.0%
DoubleClick, Inc. (a)	333,968		$ 3,089
Expedia, Inc. (a)	253,200		19,339
FindWhat.com (a)	332,300		6,294
Open Text Corp. (a)	137,200		3,880
United Online, Inc. (a)	505,940		12,821
WebEx Communications, Inc. (a)	1,207,970		16,851
webMethods, Inc. (a)	674,550		5,484
Yahoo!, Inc. (a)	7,020,262		229,984
			297,742
IT Services - 2.1%
Affiliated Computer Services, Inc. Class A (a)	1,034,200		47,294
Anteon International Corp. (a)	1,610,300		44,943
CheckFree Corp. (a)	7,800		217
Cognizant Technology Solutions Corp. Class A (a)	1,998,929		48,694
First Data Corp.	9,663,000		400,435
Iron Mountain, Inc. (a)	1,329,900		49,326
ManTech International Corp. Class A	391,500		7,509
Paychex, Inc.	431,300		12,641
SRA International, Inc. Class A (a)	780,500		24,976
The BISYS Group, Inc. (a)	548,600		10,078
			646,113
Office Electronics - 0.3%
Canon, Inc.	659,000		30,083
Xerox Corp. (a)	2,246,000		23,785
Zebra Technologies Corp. Class A (a)	449,600		33,805
			87,673
Semiconductors & Semiconductor Equipment - 2.7%
Analog Devices, Inc. (a)	4,157,700		144,771
ARM Holdings PLC sponsored ADR (a)	79,000		269
Broadcom Corp. Class A (a)	950,377		23,674
Cabot Microelectronics Corp. (a)	78,500		3,962
Cree, Inc. (a)	616,000		10,028
Infineon Technologies AG sponsored ADR (a)	730,500		7,005
Integrated Circuit Systems, Inc. (a)	1,584,800		49,810
Intersil Corp. Class A (a)	1,225,900		32,621
KLA-Tencor Corp. (a)	1,116,500		51,906
Lam Research Corp. (a)	1,301,400		23,698
Linear Technology Corp.	1,527,200		49,191
Marvell Technology Group Ltd. (a)	1,373,900		47,221
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Semiconductors & Semiconductor Equipment - continued
Maxim Integrated Products, Inc.	800		$ 27
Microchip Technology, Inc.	900		22
NVIDIA Corp. (a)	705,264		16,228
O2Micro International Ltd. (a)	416,400		6,708
Omnivision Technologies, Inc. (a)	237,800		7,419
Samsung Electronics Co. Ltd.	683,700		203,108
Silicon Laboratories, Inc. (a)	1,672,420		44,553
STMicroelectronics NV (NY Shares)	266,500		5,541
Taiwan Semiconductor Manufacturing Co. Ltd. sponsored ADR (a)	1,823,900		18,385
Teradyne, Inc. (a)	1,185,400		20,519
Texas Instruments, Inc.	39,200		690
Xilinx, Inc. (a)	1,426,200		36,097
			803,453
Software - 1.4%
Adobe Systems, Inc.	3,843,295		123,254
Agile Software Corp. (a)	114,967		1,109
Altiris, Inc. (a)(c)	1,225,804		24,577
Amdocs Ltd. (a)	505,900		12,142
Autodesk, Inc.	235,200		3,801
BEA Systems, Inc. (a)	1,604,853		17,429
Business Objects SA sponsored ADR (a)	392,300		8,611
Citrix Systems, Inc. (a)	1,359,800		27,686
Computer Associates International, Inc.	234,900		5,234
Electronic Arts, Inc. (a)	195,800		14,487
Hyperion Solutions Corp. (a)	269,957		9,114
Intuit, Inc. (a)	78,300		3,487
Kronos, Inc. (a)	68,000		3,455
Mercury Interactive Corp. (a)	1,319,018		50,927
Network Associates, Inc. (a)	995,648		12,625
Red Hat, Inc. (a)	626,300		4,741
Symantec Corp. (a)	614,015		26,931
Synopsys, Inc. (a)	398,515		24,648
Vastera, Inc. (a)	5,700		34
Verint Systems, Inc. (a)	339,829		8,635
Common Stocks - continued
	Shares		Value (Note 1) (000s)
INFORMATION TECHNOLOGY - continued
Software - continued
Verisity Ltd. (a)	113,800		$ 1,359
VERITAS Software Corp. (a)	1,517,331		43,502
			427,788
TOTAL INFORMATION TECHNOLOGY			3,049,408
MATERIALS - 5.8%
Chemicals - 1.1%
Cytec Industries, Inc. (a)	464,300		15,693
Dow Chemical Co.	196,000		6,068
Ecolab, Inc.	5,904,000		151,142
Methanex Corp.	5,104,730		54,426
Praxair, Inc.	540,900		32,508
Sigma Aldrich Corp.	48,900		2,649
The Scotts Co. Class A (a)	598,100		29,606
Valspar Corp.	1,223,600		51,660
			343,752
Construction Materials - 0.0%
Florida Rock Industries, Inc.	369,100		15,236
Containers & Packaging - 0.0%
Ball Corp.	374		17
Metals & Mining - 4.6%
Aber Diamond Corp. (a)	1,189,200		24,370
Agnico-Eagle Mines Ltd.	927,080		10,696
Alcoa, Inc.	344,600		8,787
Anglo American PLC ADR	3,897,125		59,860
Anglogold Ltd. sponsored ADR	513,100		16,368
BHP Billiton PLC	1,183,811		6,250
Companhia Vale do Rio Doce sponsored ADR	580,700		17,224
Compania de Minas Buenaventura SA sponsored ADR	2,728,800		82,110
Freeport-McMoRan Copper & Gold, Inc. Class B	5,426,618		132,952
Gold Fields Ltd.	8,565,600		102,638
Goldcorp, Inc. (c)	14,650,528		176,093
Harmony Gold Mining Co. Ltd.	1,427,537		18,811
Impala Platinum Holdings Ltd.	392,800		23,437
Ivanhoe Mines Ltd. (a)	1,174,900		2,912
JSC MMC 'Norilsk Nickel' sponsored ADR	313,900		10,869
Kinross Gold Corp. (a)	5,810,389		39,187
Kumba Resources Ltd.	6,103,379		24,577
Common Stocks - continued
	Shares		Value (Note 1) (000s)
MATERIALS - continued
Metals & Mining - continued
Liquidmetal Technologies (a)	1,345,700		$ 6,903
Meridian Gold, Inc. (a)	1,157,650		13,227
Newcrest Mining Ltd.	2,700,200		13,913
Newmont Mining Corp. Holding Co.	10,363,624		336,403
Newmont Mining Corp. Holding Co. Chess Depositary Interests	4,931,510		16,442
Pechiney SA (a)	203,588		7,328
Rio Tinto PLC (Reg.)	11,670,200		223,339
SouthernEra Resources Ltd. (a)	1,848,800		7,256
			1,381,952
Paper & Forest Products - 0.1%
Sappi Ltd.	2,898,225		35,011
TOTAL MATERIALS			1,775,968
TELECOMMUNICATION SERVICES - 1.6%
Diversified Telecommunication Services - 0.2%
CenturyTel, Inc.	471,500		16,432
Koninklijke KPN NV (a)	1,333,400		9,473
Sprint Corp. - FON Group	783,200		11,278
Swisscom AG sponsored ADR	625,600		17,730
Telecom Italia Spa sponsored ADR	97,900		8,874
			63,787
Wireless Telecommunication Services - 1.4%
AT&T Wireless Services, Inc. (a)	1,106,400		9,084
Mobile TeleSystems OJSC sponsored ADR (a)	563,800		33,264
Nextel Communications, Inc. Class A (a)	9,890,300		178,817
Nextel Partners, Inc. Class A (a)	743,400		5,427
Sprint Corp. - PCS Group Series 1 (a)	783,200		4,503
Vimpel Communications sponsored ADR (a)	1,714,800		79,635
Vodafone Group PLC sponsored ADR	5,951,100		116,939
			427,669
TOTAL TELECOMMUNICATION SERVICES			491,456
UTILITIES - 0.7%
Electric Utilities - 0.6%
Ameren Corp.	313,300		13,817
Cinergy Corp.	391,600		14,407
Dominion Resources, Inc.	313,500		20,149
Common Stocks - continued
	Shares		Value (Note 1) (000s)
UTILITIES - continued
Electric Utilities - continued
Entergy Corp.	882,000		$ 46,552
FirstEnergy Corp.	235,000		9,036
FPL Group, Inc.	235,000		15,710
PG&E Corp. (a)	1,175,700		24,866
Southern Co.	842,400		26,249
			170,786
Multi-Utilities & Unregulated Power - 0.1%
AES Corp. (a)	429,000		2,724
Equitable Resources, Inc.	381,700		15,550
SCANA Corp.	404,500		13,866
			32,140
TOTAL UTILITIES			202,926
TOTAL COMMON STOCKS (Cost $23,953,978)		28,508,153
Convertible Preferred Stocks - 0.3%
FINANCIALS - 0.3%
Diversified Financial Services - 0.2%
Xerox Capital Trust II 7.5% (d)	896,900		61,127
Insurance - 0.1%
St. Paul Companies, Inc. 9%	325,300		22,649
TOTAL CONVERTIBLE PREFERRED STOCKS (Cost $74,558)		83,776

Convertible Bonds - 0.5%
	Principal Amount (000s)
CONSUMER DISCRETIONARY - 0.2%
Internet & Catalog Retail - 0.1%
Amazon.com, Inc. 4.75% 2/1/09	$ 29,200		27,813
Media - 0.1%
Interpublic Group of Companies, Inc.:
1.8% 9/16/04	4,070		3,877
Convertible Bonds - continued
	Principal Amount (000s)		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - continued
Media - continued
Interpublic Group of Companies, Inc.: - continued
1.87% 6/1/06	$ 4,550		$ 3,970
4.5% 3/15/23 (d)	2,740		3,839
			11,686
TOTAL CONSUMER DISCRETIONARY			39,499
INFORMATION TECHNOLOGY - 0.0%
Communications Equipment - 0.0%
Brocade Communications Systems, Inc. 2% 1/1/07	4,230		3,548
Semiconductors & Semiconductor Equipment - 0.0%
TriQuint Semiconductor, Inc. 4% 3/1/07	4,700		4,007
TOTAL INFORMATION TECHNOLOGY			7,555
MATERIALS - 0.2%
Metals & Mining - 0.2%
Freeport-McMoRan Copper & Gold, Inc.:
8.25% 1/31/06 (d)	19,805		35,401
8.25% 1/31/06	15,370		27,474
			62,875
TELECOMMUNICATION SERVICES - 0.1%
Wireless Telecommunication Services - 0.1%
Nextel Communications, Inc. 5.25% 1/15/10	34,600		32,611
TOTAL CONVERTIBLE BONDS (Cost $105,022)		142,540
U.S. Treasury Obligations - 0.1%
U.S. Treasury Bonds 6.875% 8/15/25 (Cost $35,172)	32,800		43,217
Floating Rate Loans - 0.0%
	Principal Amount (000s)		Value (Note 1) (000s)
CONSUMER DISCRETIONARY - 0.0%
Media - 0.0%
Mediacom Broadband LLC/Mediacom Broadband Corp. Tranche B term loan 3.8% 9/30/10 (e)	$ 7,500		$ 7,538
TOTAL FLOATING RATE LOANS (Cost $7,255)		7,538

Money Market Funds - 6.1%
	Shares
Fidelity Cash Central Fund, 1.18% (b)	1,583,564,478		1,583,564
Fidelity Securities Lending Cash Central Fund, 1.19% (b)	254,659,700		254,660
TOTAL MONEY MARKET FUNDS (Cost $1,838,224)		1,838,224
Cash Equivalents - 0.0%
	Maturity Amount (000s)
Investments in repurchase agreements (Collateralized by U.S. Treasury Obligations, in a joint trading account at 1.08%, dated 6/30/03 due 7/1/03) (Cost $7,726)	$ 7,726		7,726
TOTAL INVESTMENT PORTFOLIO - 101.2% (Cost $26,021,935)			30,631,174
NET OTHER ASSETS - (1.2)%			(360,855)
NET ASSETS - 100%		$ 30,270,319

Legend

(a) Non-income producing

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

(c) Affiliated company

(d) Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At the period end, the value of these securities amounted to $100,367,000 or 0.3% of net assets.

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

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

United States of America	78.3%
United Kingdom	4.4
Canada	4.2
Bermuda	2.5
Ireland	1.9
Japan	1.6
Switzerland	1.5
Others (individually less than 1%)	5.6
	100.0%

Other Information

Purchases and sales of securities, other than short-term securities, aggregated $10,803,984,000 and $9,708,476,000, 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 $672,000 for the period.

The fund invested in loans and loan participations, trade claims or other receivables. At period end the value of these investments amounted to $7,538,000 or 0.0% of net assets.

Income Tax Information

At December 31, 2002, the fund had a capital loss carryforward of approximately $4,648,453,000 of which $2,382,209,000 and $2,266,244,000 will expire on December 31, 2009 and 2010, respectively.

The fund intends to elect to defer to its fiscal year ending December 31, 2003 approximately $261,201,000 of losses recognized during the period November 1, 2002 to December 31, 2002.

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

Semiannual Report

Financial Statements

Statement of Assets and Liabilities

Amounts in thousands (except per-share amount)		June 30, 2003 (Unaudited)
Assets
Investment in securities, at value (including securities loaned of $244,573 and repurchase agreements of $7,726) (cost $26,021,935) - See accompanying schedule		$ 30,631,174
Cash		211
Foreign currency held at value (cost $1,585)		1,585
Receivable for investments sold		92,598
Receivable for fund shares sold		27,495
Dividends receivable		18,746
Interest receivable		5,193
Other receivables		476
Total assets		30,777,478
Liabilities
Payable for investments purchased	$ 186,312
Payable for fund shares redeemed	44,354
Accrued management fee	20,235
Other payables and accrued expenses	1,598
Collateral on securities loaned, at value	254,660
Total liabilities		507,159
Net Assets		$ 30,270,319
Net Assets consist of:
Paid in capital		$ 30,146,016
Undistributed net investment income		18,685
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions		(4,503,793)
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies		4,609,411
Net Assets, for 716,710 shares outstanding		$ 30,270,319
Net Asset Value, offering price and redemption price per share ($30,270,319 ÷ 716,710 shares)		$ 42.24

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, 2003 (Unaudited)
Investment Income
Dividends (including $7,205 received from affiliated issuers)		$ 133,729
Interest		19,876
Security lending		2,014
Total income		155,619
Expenses
Management fee Basic fee	$ 81,197
Performance adjustment	31,241
Transfer agent fees	28,742
Accounting and security lending fees	797
Non-interested trustees' compensation	56
Depreciation in deferred trustee compensation account	(43)
Custodian fees and expenses	878
Registration fees	231
Audit	122
Legal	47
Miscellaneous	81
Total expenses before reductions	143,349
Expense reductions	(4,697)	138,652
Net investment income (loss)		16,967
Realized and Unrealized Gain (Loss) Net realized gain (loss) on:
Investment securities (including realized gain (loss) of $34,469 on sales of investments in affiliated issuers)	520,277
Foreign currency transactions	(54)
Total net realized gain (loss)		520,223
Change in net unrealized appreciation (depreciation) on: Investment securities	2,038,962
Assets and liabilities in foreign currencies	(5)
Total change in net unrealized appreciation (depreciation)		2,038,957
Net gain (loss)		2,559,180
Net increase (decrease) in net assets resulting from operations		$ 2,576,147

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, 2003 (Unaudited)	Year ended December 31, 2002
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)	$ 16,967	$ 42,657
Net realized gain (loss)	520,223	(2,024,623)
Change in net unrealized appreciation (depreciation)	2,038,957	(1,049,529)
Net increase (decrease) in net assets resulting from operations	2,576,147	(3,031,495)
Distributions to shareholders from net investment income	-	(35,828)
Share transactions Net proceeds from sales of shares	2,143,578	3,829,700
Reinvestment of distributions	-	34,999
Cost of shares redeemed	(2,034,947)	(5,370,699)
Net increase (decrease) in net assets resulting from share transactions	108,631	(1,506,000)
Total increase (decrease) in net assets	2,684,778	(4,573,323)
Net Assets
Beginning of period	27,585,541	32,158,864
End of period (including undistributed net investment income of $18,685 and undistributed net investment income of $1,718, respectively)	$ 30,270,319	$ 27,585,541
Other Information Shares
Sold	54,745	93,144
Issued in reinvestment of distributions	-	913
Redeemed	(52,610)	(131,351)
Net increase (decrease)	2,135	(37,294)

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

Semiannual Report

Financial Highlights

	Six months ended June 30, 2003	Years ended December 31,
	(Unaudited)	2002	2001	2000	1999	1998
Selected Per-Share Data
Net asset value, beginning of period	$ 38.60	$ 42.77	$ 49.18	$ 60.02	$ 56.81	$ 46.63
Income from Investment Operations
Net investment income (loss) E	.02	.06	.21	.26	.29	.36
Net realized and unrealized gain (loss)	3.62	(4.18)	(6.40)	(4.24)	13.42	14.34
Total from investment operations	3.64	(4.12)	(6.19)	(3.98)	13.71	14.70
Distributions from net investment income	-	(.05)	(.22)	(.24)	(.28)	(.30)
Distributions from net realized gain	-	-	-	(5.59)	(10.22)	(4.22)
Distributions in excess of net realized gain	-	-	-	(1.03)	-	-
Total distributions	-	(.05)	(.22)	(6.86)	(10.50)	(4.52)
Net asset value, end of period	$ 42.24	$ 38.60	$ 42.77	$ 49.18	$ 60.02	$ 56.81
Total Return B, C, D	9.43%	(9.63)%	(12.59)%	(6.80)%	25.03%	31.57%
Ratios to Average Net Assets F
Expenses before expense reductions	1.03% A	1.03%	.96%	.87%	.65%	.65%
Expenses net of voluntary waivers, if any	1.03% A	1.03%	.96%	.87%	.65%	.65%
Expenses net of all reductions	1.00% A	.99%	.91%	.84%	.62%	.61%
Net investment income (loss)	.12% A	.14%	.49%	.45%	.48%	.70%
Supplemental Data
Net assets, end of period (in millions)	$ 30,270	$ 27,586	$ 32,159	$ 40,220	$ 46,912	$ 38,639
Portfolio turnover rate	74% A	80%	141%	166%	177%	197%

^A Annualized

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

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

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

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

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

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

Semiannual Report

Notes to Financial Statements

For the period ended June 30, 2003 (Unaudited)

(Amounts in thousands except ratios)

1. Significant Accounting Policies.

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

Security Valuation. Net asset value per share (NAV calculation) is calculated as of the close of business of the New York Stock Exchange, normally 4:00 p.m. Eastern time. Equity securities 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 prices if the principal market is an exchange) in the principal market in which such securities are normally traded, as determined by recognized dealers in such securities, or securities are valued on the basis of information provided by a pricing service. Pricing services use valuation matrices that incorporate both dealer-supplied valuations and 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.

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.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Semiannual Report

Foreign Currency - continued

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. 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, and are marked-to-market. Deferred amounts remain in the fund until distributed in accordance with the Plan.

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

Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from generally accepted accounting principles. Capital accounts within the financial statements are adjusted for permanent and temporary book and tax differences. These adjustments have no impact on net assets or the results of operations. Temporary differences will reverse in a subsequent period. These differences are primarily due to foreign currency transactions, passive foreign investment companies (PFIC), market discount, capital loss carryforwards and losses deferred due to wash sales and excise tax regulations.

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

1. Significant Accounting Policies - continued

Income Tax Information and Distributions to Shareholders - continued

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

Unrealized appreciation	$ 5,061,741	|
Unrealized depreciation	(557,641)
Net unrealized appreciation (depreciation)	$ 4,504,100
Cost for federal income tax purposes	$ 26,127,074

2. Operating Policies.

Repurchase Agreements. Fidelity Management & Research Company (FMR) has received an Exemptive Order from the Securities and Exchange Commission (the SEC) which permits the fund and other affiliated entities of FMR to transfer uninvested cash balances into joint trading accounts. These accounts are then invested in repurchase agreements that are collateralized by U.S. Treasury or Government obligations. The fund may also invest directly with institutions, in repurchase agreements that are collateralized by commercial paper obligations and corporate obligations. The custodian bank receives the collateral, which is marked-to-market daily and maintained at a value at least equal to the principal amount of the repurchase agreement (including accrued interest).

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

Loans and Other Direct Debt Instruments. The fund may invest in loans and loan participations, trade claims or other receivables. These investments may include standby financing commitments that obligate the fund to supply additional cash to the borrower on demand. Loan participations involve a risk of insolvency of the lending bank or other financial intermediary. Information regarding loans and other direct debt instruments is included under the caption "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.

Semiannual Report

4. Fees and Other Transactions with Affiliates.

Management Fee. FMR and its affiliates provide the fund with investment management related services for which the fund pays a monthly management fee.

The management fee is the sum of an individual fund fee rate that is based on an annual rate of .30% of the fund's average net assets and a group fee rate that averaged .28% during the period. The group fee rate is based upon the average net assets of all the mutual funds advised by FMR. The group fee rate decreases as assets under management increase and increases as assets under management decrease. In addition, the management fee is subject to a performance adjustment (up to a maximum of ±.20% of the fund's average net assets over a 36 month performance period). The upward or downward adjustment to the management fee is based on the fund's relative investment performance as compared to an appropriate benchmark index. For the period, the total annualized management fee rate, including the performance adjustment, was .81% of the fund's average net assets.

Sales Load. For the period, Fidelity Distributors Corporation (FDC), an affiliate of FMR, received sales charges of $280 on sales of shares of the fund all of which was retained. Effective June 24, 2003, the fund's sales charge was eliminated.

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 .21% 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 $11,386 for the period.

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

Semiannual Report

Notes to Financial Statements (Unaudited) - continued

(Amounts in thousands except ratios)

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. During the period, there were no borrowings on this line of credit.

6. Security Lending.

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

7. Expense Reductions.

Many of the brokers with whom FMR places trades on behalf of the fund provided services to the fund in addition to trade execution. These services included payments of certain expenses on behalf of the fund totaling $4,401 for the period. In addition, through arrangements with the fund's transfer agent, credits realized as a result of uninvested cash balances were used to reduce the fund's expenses. During the period, these credits reduced the fund's transfer agent expenses by $296.

Semiannual Report

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:

Affiliate	Purchase Cost	Sales Cost	Dividend Income	Value
99 Cents Only Stores	$ 52,786	$ 1,243	$ -	$ 191,623
Altiris, Inc.	2,346	216	-	24,577
Avon Products, Inc.	34,101	-	5,475	829,886
C.H. Robinson Worldwide, Inc.	2,979	3,954	367	-
CTI Molecular Imaging, Inc.	4,710	2,467	-	43,718
DENTSPLY International, Inc.	30,682	-	432	200,399
Flir Systems, Inc.	-	-	-	87,773
Goldcorp, Inc.	1,553	-	931	176,093
JetBlue Airways Corp.	22,186	-	-	166,399
Montpelier Re Holdings Ltd.	-	-	-	129,016
P.F. Chang's China Bistro, Inc.	11,146	-	-	116,581
Pacific Sunwear of California, Inc.	15,951	-	-	76,966
Panera Bread Co. Class A	16,937	-	-	79,448
Patterson Dental Co.	32,737	1,379	-	274,898
Veridian Corp.	19,165	3,043	-	84,451
Whole Foods Market, Inc.	11,792	34,637	-	144,823
Zimmer Holdings, Inc.	1,668	-	-	444,402
TOTALS	$ 260,739	$ 46,939	$ 7,205	$ 3,071,053

Semiannual Report

Managing Your Investments

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

By Phone

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

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

Press

1   For mutual fund and brokerage trading.

2   For quotes.*

3   For account balances and holdings.

4   To review orders and mutual
fund activity.

5   To change your PIN.

*0   To speak to a Fidelity representative.

By PC

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

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

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

Semiannual Report

To Write Fidelity

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

(letter_graphic)Making Changes
To Your Account

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

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

(letter_graphic)For Non-Retirement
Accounts

Buying shares

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

Overnight Express
Fidelity Investments
2300 Litton Lane - KH2B
Hebron, KY 41048

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Distribution Services
2300 Litton Lane - KH2GC
Hebron, KY 41048-9397

General Correspondence

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

(letter_graphic)For Retirement
Accounts

Buying shares

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

Selling shares

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

Overnight Express
Fidelity Investments
Attn: Distribution Services
2300 Litton Lane - KH2GC
Hebron, KY 41048-9397

General Correspondence

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

Semiannual Report

To Visit Fidelity

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

Arizona

7001 West Ray Road
Chandler, AZ

7373 N. Scottsdale Road
Scottsdale, AZ

California

815 East Birch Street
Brea, CA

1411 Chapin Avenue
Burlingame, CA

851 East Hamilton Avenue
Campbell, CA

527 North Brand Boulevard
Glendale, CA

19200 Von Karman Avenue
Irvine, CA

601 Larkspur Landing Circle
Larkspur, CA

10100 Santa Monica Blvd.
Los Angeles, CA

27101 Puerta Real
Mission Viejo, CA

73-575 El Paseo
Palm Desert, CA

251 University Avenue
Palo Alto, CA

1760 Challenge Way
Sacramento, CA

7676 Hazard Center Drive
San Diego, CA

8 Montgomery Street
San Francisco, CA

21701 Hawthorne Boulevard
Torrance, CA

2001 North Main Street
Walnut Creek, CA

6300 Canoga Avenue
Woodland Hills, CA

Colorado

1625 Broadway
Denver, CO

9185 East Westview Road
Littleton, CO

Connecticut

48 West Putnam Avenue
Greenwich, CT

265 Church Street
New Haven, CT

300 Atlantic Street
Stamford, CT

29 South Main Street
West Hartford, CT

Delaware

222 Delaware Avenue
Wilmington, DE

Florida

4400 N. Federal Highway
Boca Raton, FL

121 Alhambra Plaza
Coral Gables, FL

2948 N. Federal Highway
Ft. Lauderdale, FL

1907 West State Road 434
Longwood, FL

8880 Tamiami Trail, North
Naples, FL

3501 PGA Boulevard
West Palm Beach, FL

8065 Beneva Road
Sarasota, FL

Semiannual Report

1502 N. Westshore Blvd.
Tampa, FL

Georgia

3445 Peachtree Road, N.E.
Atlanta, GA

1000 Abernathy Road
Atlanta, GA

Illinois

One North LaSalle Street
Chicago, IL

1415 West 22nd Street
Oak Brook, IL

1700 East Golf Road
Schaumburg, IL

3232 Lake Avenue
Wilmette, IL

Indiana

4729 East 82nd Street
Indianapolis, IN

Kansas

5400 College Boulevard
Overland Park, KS

Maine

Three Canal Plaza
Portland, ME

Maryland

7401 Wisconsin Avenue
Bethesda, MD

One W. Pennsylvania Ave.
Towson, MD

Massachusetts

801 Boylston Street
Boston, MA

155 Congress Street
Boston, MA

300 Granite Street
Braintree, MA

44 Mall Road
Burlington, MA

405 Cochituate Road
Framingham, MA

416 Belmont Street
Worcester, MA

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

Semiannual Report

Michigan

280 Old N. Woodward Ave.
Birmingham, MI

43420 Grand River Avenue
Novi, MI

29155 Northwestern Hwy.
Southfield, MI

Minnesota

7600 France Avenue South
Edina, MN

Missouri

8885 Ladue Road
Ladue, MO

New Jersey

150 Essex Street
Millburn, NJ

56 South Street
Morristown, NJ

501 Route 17, South
Paramus, NJ

3518 Route 1 North
Princeton, NJ

New York

1055 Franklin Avenue
Garden City, NY

37 West Jericho Turnpike
Huntington Station, NY

1271 Avenue of the Americas
New York, NY

61 Broadway
New York, NY

350 Park Avenue
New York, NY

North Carolina

4611 Sharon Road
Charlotte, NC

Ohio

3805 Edwards Road
Cincinnati, OH

28699 Chagrin Boulevard
Woodmere Village, OH

Oregon

16850 SW 72nd Avenue
Tigard, OR

Pennsylvania

600 West DeKalb Pike
King of Prussia, PA

1735 Market Street
Philadelphia, PA

12001 Perry Highway
Wexford, PA

Rhode Island

47 Providence Place
Providence, RI

Tennessee

6150 Poplar Avenue
Memphis, TN

Texas

10000 Research Boulevard
Austin, TX

4017 Northwest Parkway
Dallas, TX

12532 Memorial Drive
Houston, TX

2701 Drexel Drive
Houston, TX

400 East Las Colinas Blvd.
Irving, TX

14100 San Pedro
San Antonio, TX

19740 IH 45 North
Spring, TX

Semiannual Report

6005 West Park Boulevard
Plano, TX 75093

Utah

215 South State Street
Salt Lake City, UT

Virginia

1861 International Drive
McLean, VA

Washington

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

1518 6th Avenue
Seattle, WA

Washington, DC

1900 K Street, N.W.
Washington, DC

Wisconsin

595 North Barker Road
Brookfield, WI

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

Semiannual Report

Investment Adviser

Fidelity Management & Research Company

Boston, MA

Investment Sub-Advisers

FMR Co., Inc.

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

Fidelity Management & Research
(Far East) Inc.

Fidelity Investments Japan Limited

General Distributor

Fidelity Distributors Corporation

Boston, MA

Transfer and Shareholder
Servicing Agent

Fidelity Service Company, Inc. Boston, MA

Custodian

Brown Brothers Harriman & Co.

Boston, MA

Fidelity's Growth Funds

Aggressive Growth Fund

Blue Chip Growth Fund

Blue Chip Value Fund

Capital Appreciation Fund

Contrafund®

Disciplined Equity Fund

Discovery Fund

Dividend Growth Fund

Export and Multinational Fund

Fidelity Fifty ®

Fidelity Value Discovery Fund

Focused Stock Fund

Growth Company Fund

Independence Fund

Large Cap Stock Fund

Leveraged Company Stock Fund

Low-Priced Stock Fund

Magellan® Fund

Mid-Cap Stock Fund

New Millennium Fund®

OTC Portfolio

Small Cap Independence Fund

Small Cap Stock Fund

Stock Selector

Structured Large Cap Growth Fund

Structured Large Cap Value Fund

Structured Mid Cap Growth Fund

Structured Mid Cap Value Fund

Tax Managed Stock Fund

Trend Fund

Value Fund

The Fidelity Telephone Connection

Mutual Fund 24-Hour Service

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

Product Information 1-800-544-6666

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

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

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

(automated graphic)    Automated line for quickest service

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

CON-USAN-0803
1.787777.100

Item 2. Code of Ethics

Not applicable.

Item 3. Audit Committee Financial Expert

Not applicable.

Item 4. Principal Accountant Fees and Services

Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable.

Item 6. Reserved

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

Not applicable.

Item 8. Reserved

Item 9. Controls and Procedures

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

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

Item 10. Exhibits

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

SIGNATURES

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

Fidelity Contrafund

By:	/s/Maria Dwyer
	Maria Dwyer
	President and Treasurer
Date:	August 25, 2003

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

By:	/s/Maria Dwyer
	Maria Dwyer
	President and Treasurer
Date:	August 25, 2003

By:	/s/Timothy F. Hayes
	Timothy F. Hayes
	Chief Financial Officer
Date:	August 25, 2003