VARIABLE INSURANCE PRODUCTS FUND
N-30B-2, 1994-08-17
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SEMIANNUAL REPORT FOR THE PERIOD ENDED JUNE 30, 1994
VARIABLE
INSURANCE
PRODUCTS FUND
 
 
TABLE OF CONTENTS
VARIABLE INSURANCE PRODUCTS FUND
 PAGE
Performance Updates  VIPF-1
Market Environment  VIPF-6
Portfolio Managers' Messages  VIPF-7
Schedule of Investments and Financial Statements:
 Money Market Portfolio  VIPF-13
 High Income Portfolio  VIPF-20
 Equity-Income Portfolio  VIPF-30
 Growth Portfolio  VIPF-39
 Overseas Portfolio  VIPF-47
Notes to Financial Statements  VIPF-57
VARIABLE INSURANCE PRODUCTS FUND: MONEY MARKET PORTFOLIO
 
PERFORMANCE UPDATE
AVERAGE ANNUAL TOTAL RETURNS                     
FOR THE PERIOD ENDED JUNE 30, 1994               
 
                         One Year   Five Years   Ten Years   
 
MONEY MARKET PORTFOLIO   3.39%      5.48%        6.60%       
 
AS OF JUNE 30, 1994               
 
7-DAY NET YIELD               4.22%   
 
PERFORMANCE DATA IS HISTORICAL AND INCLUDES CHANGES IN SHARE PRICE AND
REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS. WHILE MONEY MARKET PORTFOLIO
SEEKS TO MAINTAIN A STABLE $1.00 SHARE PRICE, THERE IS NO ASSURANCE THAT IT
WILL BE ABLE TO DO SO. AN INVESTMENT IN A SUB-ACCOUNT INVESTING IN MONEY
MARKET PORTFOLIO IS NOT INSURED OR GUARANTEED BY THE U.S. GOVERNMENT.
PERFORMANCE NUMBERS ARE NET OF ALL FUND OPERATING EXPENSES, BUT DO NOT
INCLUDE ANY INSURANCE CHARGES IMPOSED BY YOUR INSURANCE COMPANY'S SEPARATE
ACCOUNT. IF PERFORMANCE INFORMATION INCLUDED THE EFFECT OF THESE ADDITIONAL
CHARGES, IT WOULD HAVE BEEN LOWER. IF THE ADVISOR HAD NOT REIMBURSED
CERTAIN FUND EXPENSES DURING THE PERIODS SHOWN, THE TOTAL RETURNS WOULD
HAVE BEEN LOWER. YIELD WILL VARY.
VARIABLE INSURANCE PRODUCTS FUND: HIGH INCOME PORTFOLIO
 
PERFORMANCE UPDATE
$10,000 OVER LIFE OF FUND
          VIP High Income (045) Merrill Lynch High Yield Master
 09/30/85             10000.00                         10000.00
 10/31/85             10124.78                         10113.02
 11/30/85             10270.82                         10303.28
 12/31/85             10614.12                         10604.47
 01/31/86             10745.59                         10676.44
 02/28/86             11109.08                         11130.10
 03/31/86             11383.11                         11373.65
 04/30/86             11576.25                         11551.26
 05/31/86             11753.02                         11685.98
 06/30/86             11900.73                         11804.36
 07/31/86             11864.54                         11648.95
 08/31/86             11912.44                         11863.93
 09/30/86             12013.61                         11962.11
 10/31/86             12372.55                         12172.57
 11/30/86             12412.21                         12271.68
 12/31/86             12490.70                         12337.95
 01/31/87             12946.07                         12686.81
 02/28/87             13170.09                         12896.26
 03/31/87             13290.06                         13038.85
 04/30/87             12874.73                         12754.50
 05/31/87             12755.04                         12697.03
 06/30/87             13030.51                         12872.55
 07/31/87             13044.44                         12942.59
 08/31/87             13152.50                         13072.28
 09/30/87             12694.50                         12771.51
 10/31/87             12087.45                         12430.27
 11/30/87             12443.46                         12744.62
 12/31/87             12642.62                         12913.85
 01/31/88             13058.27                         13267.23
 02/29/88             13449.23                         13627.23
 03/31/88             13352.60                         13604.70
 04/30/88             13456.68                         13643.99
 05/31/88             13436.67                         13715.20
 06/30/88             13718.28                         13977.43
 07/31/88             13861.09                         14125.13
 08/31/88             13794.88                         14171.55
 09/30/88             13905.47                         14314.39
 10/31/88             14056.83                         14537.41
 11/30/88             14003.17                         14591.87
 12/31/88             14114.44                         14653.61
 01/31/89             14453.61                         14873.37
 02/28/89             14524.71                         14973.32
 03/31/89             14338.07                         14960.00
 04/30/89             14179.28                         15004.15
 05/31/89             14441.27                         15280.37
 06/30/89             14854.89                         15496.85
 07/31/89             14757.09                         15570.24
 08/31/89             14671.50                         15647.15
 09/30/89             14158.15                         15498.19
 10/31/89             13551.17                         15253.06
 11/30/89             13562.59                         15287.24
 12/31/89             13525.41                         15273.41
 01/31/90             13226.43                         14974.91
 02/28/90             13022.77                         14756.83
 03/31/90             12885.37                         14956.31
 04/30/90             12923.55                         15032.30
 05/31/90             13189.09                         15303.83
 06/30/90             13396.84                         15600.32
 07/31/90             13603.77                         15929.99
 08/31/90             13376.20                         15320.16
 09/30/90             13059.03                         14653.87
 10/31/90             12742.14                         14280.96
 11/30/90             13041.02                         14401.94
 12/31/90             13223.37                         14609.46
 01/31/91             13503.93                         14815.98
 02/28/91             14252.07                         15915.67
 03/31/91             14757.06                         16599.89
 04/30/91             15280.76                         17191.13
 05/31/91             15505.20                         17275.07
 06/30/91             15841.86                         17622.59
 07/31/91             16440.38                         18044.84
 08/31/91             16664.82                         18424.11
 09/30/91             17038.89                         18658.77
 10/31/91             17618.70                         19213.23
 11/30/91             17768.32                         19435.16
 12/31/91             17861.84                         19660.94
 01/31/92             18815.72                         20348.35
 02/29/92             19498.88                         20853.71
 03/31/92             20129.18                         21144.68
 04/30/92             20271.51                         21298.58
 05/31/92             20515.50                         21638.31
 06/30/92             20739.16                         21907.16
 07/31/92             21145.81                         22351.02
 08/31/92             21593.13                         22646.93
 09/30/92             21816.78                         22904.97
 10/31/92             21491.46                         22615.68
 11/30/92             21755.79                         22935.97
 12/31/92             21999.78                         23231.29
 01/31/93             22589.42                         23803.34
 02/28/93             22974.74                         24253.90
 03/31/93             23504.93                         24674.39
 04/30/93             23659.57                         24851.50
 05/31/93             24013.03                         25186.03
 06/30/93             24631.58                         25659.22
 07/31/93             24874.58                         25935.02
 08/31/93             25139.67                         26182.25
 09/30/93             25228.04                         26311.44
 10/31/93             25824.50                         26807.08
 11/30/93             26067.50                         26953.70
 12/31/93             26487.23                         27223.21
 01/31/94             27370.87                         27775.82
 02/28/94             27338.06                         27687.18
 03/31/94             26417.10                         26987.79
 04/30/94             26150.50                         26754.05
 05/31/94             26198.98                         26794.60
 06/30/94             26102.03                         26893.29
 
$10,000 OVER LIFE OF FUND:  LET'S SAY $10,000 WAS INVESTED IN HIGH INCOME
PORTFOLIO ON SEPTEMBER 30, 1985, SHORTLY AFTER THE FUND STARTED. BY JUNE
30, 1994, THE VALUE OF THE INVESTMENT WITH DIVIDENDS REINVESTED WOULD HAVE
GROWN TO $26,102 - A 161.02% INCREASE ON THE INITIAL INVESTMENT. FOR
COMPARISON, LOOK AT HOW A $10,000 INVESTMENT IN THE MERRILL LYNCH HIGH
YIELD MASTER INDEX (WITH INCOME REINVESTED) DID OVER THE SAME PERIOD. IT
WOULD HAVE GROWN TO $26,893 - A 168.93% INCREASE. 
AVERAGE ANNUAL TOTAL RETURNS                     
FOR THE PERIOD ENDED JUNE 30, 1994               
 
                           One Year   Five Years   Life of    
                                                   Fund       
 
HIGH INCOME PORTFOLIO      5.97%      11.93%       11.57%     
 
MERRILL LYNCH HIGH YIELD                                      
MASTER INDEX               4.81%      11.66%       n/a        
 
THE CHARTS ABOVE SHOW HIGH INCOME PORTFOLIO'S TOTAL RETURNS, WHICH INCLUDE
CHANGES IN SHARE PRICE AND REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS. THE
MERRILL LYNCH HIGH YIELD MASTER INDEX, AN UNMANAGED INDEX, IS A BROAD
MEASURE OF THE HIGH YIELD BOND MARKET. IT INCLUDES REINVESTED INCOME AND
CAPITAL GAINS, IF ANY.
 FIGURES FOR MORE THAN ONE YEAR ASSUME A STEADY COMPOUNDED RATE OF RETURN
AND ARE NOT THE FUND'S YEAR-BY-YEAR RESULTS, WHICH FLUCTUATED OVER THE
PERIODS SHOWN. THE LIFE OF FUND FIGURES ARE FROM COMMENCEMENT OF
OPERATIONS, SEPTEMBER 19, 1985.
IF THE ADVISER HAD NOT REIMBURSED CERTAIN FUND EXPENSES DURING THE PERIODS
SHOWN, THE TOTAL RETURNS WOULD HAVE BEEN LOWER. PERFORMANCE NUMBERS ARE NET
OF ALL FUND OPERATING EXPENSES, BUT DO NOT INCLUDE ANY INSURANCE CHARGES
IMPOSED BY YOUR INSURANCE COMPANY'S SEPARATE ACCOUNT. IF PERFORMANCE
INFORMATION INCLUDED THE EFFECT OF THESE ADDITIONAL CHARGES, IT WOULD HAVE
BEEN LOWER.
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. PRINCIPAL AND
INVESTMENT RETURN WILL VARY AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU
WITHDRAW YOUR MONEY. THE FUND INCLUDES HIGH YIELDING, LOWER-RATED
SECURITIES WHICH ARE SUBJECT TO GREATER PRICE VOLATILITY AND MAY INVOLVE
GREATER RISK OF DEFAULT. THE MARKET FOR THESE SECURITIES MAY BE LESS
LIQUID.
VARIABLE INSURANCE PRODUCTS FUND: EQUITY-INCOME PORTFOLIO
 
PERFORMANCE UPDATE
$10,000 OVER LIFE OF FUND
          VIP Equity Income (211)        S&P 500
 10/09/86                10000.00       10000.00
 10/31/86                10110.00       10329.97
 11/30/86                10330.00       10580.99
 12/31/86                10020.00       10311.18
 01/31/87                11170.00       11700.09
 02/28/87                11430.00       12162.25
 03/31/87                11720.18       12513.74
 04/30/87                11428.43       12402.36
 05/31/87                11498.85       12510.26
 06/30/87                11738.55       13142.03
 07/31/87                12185.74       13808.33
 08/31/87                12521.12       14323.38
 09/30/87                12258.33       14009.70
 10/31/87                 9866.21       10992.01
 11/30/87                 9424.75       10086.27
 12/31/87                 9906.53       10853.84
 01/31/88                10611.14       11310.78
 02/29/88                11136.96       11837.86
 03/31/88                10943.09       11472.07
 04/30/88                11124.23       11599.41
 05/31/88                11273.40       11700.33
 06/30/88                11914.78       12237.37
 07/31/88                11893.19       12190.87
 08/31/88                11688.14       11776.38
 09/30/88                12035.44       12278.06
 10/31/88                12243.13       12619.39
 11/30/88                12046.37       12438.93
 12/31/88                12156.34       12656.61
 01/31/89                12907.14       13583.07
 02/28/89                12840.89       13244.86
 03/31/89                13119.03       13553.46
 04/30/89                13625.34       14256.89
 05/31/89                14030.38       14834.29
 06/30/89                14040.00       14749.73
 07/31/89                14858.52       16081.64
 08/31/89                15097.26       16396.84
 09/30/89                14927.54       16329.61
 10/31/89                14066.33       15950.76
 11/30/89                14146.71       16276.16
 12/31/89                14264.77       16666.78
 01/31/90                13301.40       15548.44
 02/28/90                13380.23       15749.02
 03/31/90                13402.29       16166.37
 04/30/90                12937.62       15762.21
 05/31/90                13793.60       17299.02
 06/30/90                13656.26       17181.39
 07/31/90                13322.27       17126.41
 08/31/90                12258.47       15578.18
 09/30/90                11307.56       14819.52
 10/31/90                11019.23       14755.80
 11/30/90                11809.01       15709.03
 12/31/90                12083.78       16147.31
 01/31/91                12731.80       16851.33
 02/28/91                13608.54       18056.20
 03/31/91                13890.84       18493.16
 04/30/91                13955.75       18537.54
 05/31/91                14721.69       19338.37
 06/30/91                14119.75       18452.67
 07/31/91                14920.21       19312.56
 08/31/91                15235.15       19770.27
 09/30/91                15130.58       19440.11
 10/31/91                15382.54       19700.60
 11/30/91                14719.50       18906.67
 12/31/91                15882.72       21069.59
 01/31/92                16097.17       20677.70
 02/29/92                16619.89       20946.51
 03/31/92                16416.23       20538.05
 04/30/92                16930.51       21141.87
 05/31/92                17065.84       21245.47
 06/30/92                16916.43       20928.91
 07/31/92                17434.83       21784.90
 08/31/92                17052.85       21338.31
 09/30/92                17229.88       21590.10
 10/31/92                17436.14       21665.67
 11/30/92                18068.68       22404.47
 12/31/92                18564.86       22680.04
 01/31/93                19119.03       22870.55
 02/28/93                19548.52       23181.59
 03/31/93                20131.08       23670.73
 04/30/93                20047.37       23097.89
 05/31/93                20410.09       23716.92
 06/30/93                20650.16       23785.70
 07/31/93                20931.12       23690.55
 08/31/93                21731.84       24588.43
 09/30/93                21648.75       24399.09
 10/31/93                21846.72       24904.16
 11/30/93                21464.93       24667.57
 12/31/93                21961.08       24966.04
 01/31/94                22928.28       25814.89
 02/28/94                22337.84       25115.31
 03/31/94                21403.35       24020.28
 04/30/94                22140.87       24327.74
 05/31/94                22351.60       24726.71
 06/30/94                22213.50       24120.91
 
$10,000 OVER LIFE OF FUND:  LET'S SAY $10,000 WAS INVESTED IN EQUITY-INCOME
PORTFOLIO ON OCTOBER 9, 1986, WHEN THE FUND STARTED. BY JUNE 30, 1994, THE
VALUE OF THE INVESTMENT WITH DIVIDENDS REINVESTED WOULD HAVE GROWN TO
$22,214 - A 122.14% INCREASE ON THE INITIAL INVESTMENT. FOR COMPARISON,
LOOK AT HOW A $10,000 INVESTMENT IN THE S&P 500 (WITH INCOME REINVESTED)
DID OVER THE SAME PERIOD. IT WOULD HAVE GROWN TO $24,121 - A 141.21%
INCREASE.
AVERAGE ANNUAL TOTAL RETURNS                     
FOR THE PERIOD ENDED JUNE 30, 1994               
 
                                One Year   Five Years   Life of    
                                                        Fund       
 
EQUITY-INCOME                   7.57%      9.61%        10.87%     
PORTFOLIO                                                          
 
S&P 500(registered trademark)    1.41%     10.34%       12.06%     
 
THE CHARTS ABOVE SHOW EQUITY-INCOME PORTFOLIO'S TOTAL RETURNS, WHICH
INCLUDE CHANGES IN SHARE PRICE AND REINVESTMENT OF DIVIDENDS AND CAPITAL
GAINS. FIGURES FOR THE S&P 500, AN UNMANAGED INDEX OF COMMON STOCKS,
INCLUDE REINVESTMENT OF INCOME. S&P 500 IS A REGISTERED TRADEMARK OF
STANDARD & POOR'S CORPORATION.
FIGURES FOR MORE THAN ONE YEAR ASSUME A STEADY COMPOUNDED RATE OF RETURN
AND ARE NOT THE FUND'S YEAR-BY-YEAR RESULTS, WHICH FLUCTUATED OVER THE
PERIODS SHOWN. THE LIFE OF FUND FIGURES ARE FROM COMMENCEMENT OF
OPERATIONS, OCTOBER 9, 1986.
PERFORMANCE NUMBERS ARE NET OF ALL FUND OPERATING EXPENSES, BUT DO NOT
INCLUDE ANY INSURANCE CHARGES IMPOSED BY YOUR INSURANCE COMPANY'S SEPARATE
ACCOUNT. IF PERFORMANCE INFORMATION INCLUDED THE EFFECT OF THESE ADDITIONAL
CHARGES, IT WOULD HAVE BEEN LOWER.
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. PRINCIPAL AND
INVESTMENT RETURN WILL VARY AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU
WITHDRAW YOUR MONEY. THE FUND INCLUDES HIGH YIELDING, LOWER-RATED
SECURITIES WHICH ARE SUBJECT TO GREATER PRICE VOLATILITY AND MAY INVOLVE
GREATER RISK OF DEFAULT. THE MARKET FOR THESE SECURITIES MAY BE LESS
LIQUID.
VARIABLE INSURANCE PRODUCTS FUND: GROWTH PORTFOLIO
 
PERFORMANCE UPDATE
$10,000 OVER LIFE OF FUND
          VIP Growth (212)        S&P 500
 10/09/86         10000.00       10000.00
 10/31/86         10000.00       10329.97
 11/30/86         10220.00       10580.99
 12/31/86         10030.00       10311.18
 01/31/87         11100.00       11700.09
 02/28/87         11650.00       12162.25
 03/31/87         11839.96       12513.74
 04/30/87         11839.96       12402.36
 05/31/87         11920.10       12510.26
 06/30/87         12270.69       13142.03
 07/31/87         12761.52       13808.33
 08/31/87         13142.16       14323.38
 09/30/87         12991.91       14009.70
 10/31/87         10137.09       10992.01
 11/30/87          9425.89       10086.27
 12/31/87         10397.54       10853.84
 01/31/88         10623.12       11310.78
 02/29/88         11484.46       11837.86
 03/31/88         11381.92       11472.07
 04/30/88         11525.47       11599.41
 05/31/88         11422.93       11700.33
 06/30/88         11997.16       12237.37
 07/31/88         11935.63       12190.87
 08/31/88         11648.52       11776.38
 09/30/88         11976.65       12278.06
 10/31/88         12007.41       12619.39
 11/30/88         11894.62       12438.93
 12/31/88         12017.66       12656.61
 01/31/89         12879.00       13583.07
 02/28/89         12612.40       13244.86
 03/31/89         12993.69       13553.46
 04/30/89         13680.86       14256.89
 05/31/89         14170.20       14834.29
 06/30/89         13982.79       14749.73
 07/31/89         15232.19       16081.64
 08/31/89         15492.48       16396.84
 09/30/89         15627.83       16329.61
 10/31/89         15190.54       15950.76
 11/30/89         15440.42       16276.16
 12/31/89         15804.82       16666.78
 01/31/90         14888.60       15548.44
 02/28/90         15030.81       15749.02
 03/31/90         15214.51       16166.37
 04/30/90         14771.47       15762.21
 05/31/90         16078.97       17299.02
 06/30/90         16413.95       17181.39
 07/31/90         16154.61       17126.41
 08/31/90         14490.52       15578.18
 09/30/90         12999.33       14819.52
 10/31/90         12534.68       14755.80
 11/30/90         13550.42       15709.03
 12/31/90         13950.24       16147.31
 01/31/91         14879.53       16851.33
 02/28/91         15989.61       18056.20
 03/31/91         16472.15       18493.16
 04/30/91         16318.61       18537.54
 05/31/91         17283.69       19338.37
 06/30/91         16000.58       18452.67
 07/31/91         17524.96       19312.56
 08/31/91         18303.61       19770.27
 09/30/91         18446.17       19440.11
 10/31/91         19016.45       19700.60
 11/30/91         17930.73       18906.67
 12/31/91         20299.57       21069.59
 01/31/92         21538.81       20677.70
 02/29/92         21989.40       20946.51
 03/31/92         20641.73       20538.05
 04/30/92         19833.13       21141.87
 05/31/92         19664.68       21245.47
 06/30/92         18901.00       20928.91
 07/31/92         19630.98       21784.90
 08/31/92         19091.92       21338.31
 09/30/92         19428.83       21590.10
 10/31/92         20181.28       21665.67
 11/30/92         21528.95       22404.47
 12/31/92         22191.55       22680.04
 01/31/93         22629.54       22870.55
 02/28/93         22163.03       23181.59
 03/31/93         23046.80       23670.73
 04/30/93         22805.77       23097.89
 05/31/93         24504.44       23716.92
 06/30/93         24756.95       23785.70
 07/31/93         24688.08       23690.55
 08/31/93         25927.65       24588.43
 09/30/93         26409.70       24399.09
 10/31/93         26662.21       24904.16
 11/30/93         25583.33       24667.57
 12/31/93         26490.05       24966.04
 01/31/94         27155.74       25814.89
 02/28/94         26875.66       25115.31
 03/31/94         25654.60       24020.28
 04/30/94         25813.34       24327.74
 05/31/94         25215.01       24726.71
 06/30/94         23932.89       24120.91
 
$10,000 OVER LIFE OF FUND:  LET'S SAY $10,000 WAS INVESTED IN GROWTH
PORTFOLIO ON OCTOBER 9, 1986, WHEN THE FUND STARTED. BY JUNE 30, 1994, THE
VALUE OF THE INVESTMENT WITH DIVIDENDS REINVESTED WOULD HAVE GROWN TO
$23,933 - A 139.33% INCREASE ON THE INITIAL INVESTMENT. FOR COMPARISON,
LOOK AT HOW A $10,000 INVESTMENT IN THE S&P 500 (WITH INCOME REINVESTED)
DID OVER THE SAME PERIOD. IT WOULD HAVE GROWN TO $24,121 - A 141.21%
INCREASE.
AVERAGE ANNUAL TOTAL RETURNS                     
FOR THE PERIOD ENDED JUNE 30, 1994               
 
                                One Year   Five Years   Life of    
                                                        Fund       
 
GROWTH PORTFOLIO                -3.33%     11.35%       11.95%     
 
S&P 500(registered trademark)   1.41%      10.34%       12.06%     
 
THE CHARTS ABOVE SHOW GROWTH PORTFOLIO'S TOTAL RETURNS, WHICH INCLUDE
CHANGES IN SHARE PRICE AND REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS.
FIGURES FOR THE S&P 500, AN UNMANAGED INDEX OF COMMON STOCKS, INCLUDE
REINVESTMENT OF INCOME. S&P 500 IS A REGISTERED TRADEMARK OF STANDARD &
POOR'S CORPORATION.
FIGURES FOR MORE THAN ONE YEAR ASSUME A STEADY COMPOUNDED RATE OF RETURN
AND ARE NOT THE FUND'S YEAR-BY-YEAR RESULTS, WHICH FLUCTUATED OVER THE
PERIODS SHOWN. THE LIFE OF FUND FIGURES ARE FROM COMMENCEMENT OF
OPERATIONS, OCTOBER 9, 1986.
PERFORMANCE NUMBERS ARE NET OF ALL FUND OPERATING EXPENSES, BUT DO NOT
INCLUDE ANY INSURANCE CHARGES IMPOSED BY YOUR INSURANCE COMPANY'S SEPARATE
ACCOUNT. IF PERFORMANCE INFORMATION INCLUDED THE EFFECT OF THESE ADDITIONAL
CHARGES, IT WOULD HAVE BEEN LOWER.
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. PRINCIPAL AND
INVESTMENT RETURN WILL VARY AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU
WITHDRAW YOUR MONEY. 
VARIABLE INSURANCE PRODUCTS FUND: OVERSEAS PORTFOLIO
 
PERFORMANCE UPDATE
$10,000 OVER LIFE OF FUND
          VIP Overseas (221)          EAFE
 01/28/87           10000.00      10000.00
 01/31/87           10000.00       9997.46
 02/28/87           10010.00      10296.66
 03/31/87           10460.00      11140.41
 04/30/87           11220.00      12319.18
 05/31/87           11060.00      12319.14
 06/30/87           10520.00      11926.66
 07/31/87           10400.00      11905.82
 08/31/87           11320.00      12798.54
 09/30/87           11070.00      12597.05
 10/31/87            8760.00      10777.00
 11/30/87            8840.00      10938.65
 12/31/87            9462.16      11263.46
 01/31/88            9138.32      11464.55
 02/29/88            9381.20      12228.75
 03/31/88            9806.24      12980.64
 04/30/88            9968.16      13169.27
 05/31/88            9786.00      12747.12
 06/30/88            9613.96      12411.13
 07/31/88            9543.12      12800.51
 08/31/88            9209.16      11968.24
 09/30/88            9603.84      12491.19
 10/31/88           10028.88      13559.96
 11/30/88           10211.04      14367.68
 12/31/88           10231.28      14447.79
 01/31/89           10534.88      14701.99
 02/28/89           10717.04      14777.56
 03/31/89           10707.39      14487.53
 04/30/89           11023.51      14621.89
 05/31/89           10615.61      13826.42
 06/30/89           10574.82      13593.67
 07/31/89           11563.98      15300.67
 08/31/89           11482.40      14612.54
 09/30/89           12196.22      15278.16
 10/31/89           11533.38      14664.33
 11/30/89           12155.43      15401.50
 12/31/89           12920.25      15969.77
 01/31/90           12746.89      15375.56
 02/28/90           12449.36      14302.43
 03/31/90           12919.92      12812.46
 04/30/90           12991.53      12710.78
 05/31/90           13840.58      14161.09
 06/30/90           14147.47      14036.37
 07/31/90           14863.54      14234.08
 08/31/90           13349.56      12851.83
 09/30/90           12081.10      11060.74
 10/31/90           13206.35      12784.21
 11/30/90           12797.17      12030.10
 12/31/90           12705.10      12224.98
 01/31/91           12827.86      12620.40
 02/28/91           13260.02      13973.29
 03/31/91           12872.18      13134.44
 04/30/91           13155.20      13263.42
 05/31/91           13186.65      13401.82
 06/30/91           12463.37      12417.04
 07/31/91           13081.82      13027.11
 08/31/91           13123.75      12762.56
 09/30/91           13658.35      13481.84
 10/31/91           13752.69      13672.96
 11/30/91           13260.02      13034.64
 12/31/91           13721.24      13707.79
 01/31/92           13888.95      13415.00
 02/29/92           13599.53      12934.85
 03/31/92           13323.29      12080.93
 04/30/92           14152.01      12138.36
 05/31/92           14768.24      12950.85
 06/30/92           14492.00      12336.56
 07/31/92           13567.65      12020.83
 08/31/92           13450.78      12774.79
 09/30/92           12908.93      12522.52
 10/31/92           12027.08      11865.66
 11/30/92           11963.33      11977.32
 12/31/92           12250.20      12039.27
 01/31/93           12600.81      12037.79
 02/28/93           12847.63      12401.41
 03/31/93           13738.92      13482.39
 04/30/93           14651.95      14761.90
 05/31/93           14967.16      15073.67
 06/30/93           14597.60      14838.49
 07/31/93           15173.68      15357.91
 08/31/93           15988.89      16186.97
 09/30/93           15901.93      15822.62
 10/31/93           16478.01      16310.23
 11/30/93           15782.37      14884.55
 12/31/93           16825.83      15959.32
 01/31/94           17923.64      17308.60
 02/28/94           17607.52      17260.66
 03/31/94           17170.61      16517.22
 04/30/94           17738.59      17218.03
 05/31/94           17520.14      17119.18
 06/30/94           17334.45      17361.11
 
$10,000 OVER LIFE OF FUND:  LET'S SAY $10,000 WAS INVESTED IN OVERSEAS
PORTFOLIO ON JANUARY 28, 1987, WHEN THE FUND STARTED. BY JUNE 30, 1994, THE
VALUE OF THE INVESTMENT WITH DIVIDENDS REINVESTED WOULD HAVE GROWN TO
$17,334 - A 73.34% INCREASE ON THE INITIAL INVESTMENT. FOR COMPARISON, LOOK
AT HOW A $10,000 INVESTMENT IN THE MORGAN STANLEY EAFE INDEX (WITH INCOME
REINVESTED) DID OVER THE SAME PERIOD. IT WOULD HAVE GROWN TO $17,361 - A
73.61% INCREASE.
AVERAGE ANNUAL TOTAL RETURNS                     
FOR THE PERIOD ENDED JUNE 30, 1994               
 
                     One Year   Five Years   Life of    
                                             Fund       
 
OVERSEAS PORTFOLIO   18.75%     10.39%       7.69%      
 
EAFE                  17.00%    5.01%        7.63%      
 
THE CHARTS ABOVE SHOW OVERSEAS PORTFOLIO'S TOTAL RETURNS, WHICH INCLUDE
CHANGES IN SHARE PRICE, AND REINVESTMENT OF DIVIDENDS AND CAPITAL GAINS.
THE MORGAN STANLEY CAPITAL INTERNATIONAL EUROPE, AUSTRALIA, FAR EAST INDEX
(EAFE INDEX) IS AN UNMANAGED INDEX OF OVER 1,000 FOREIGN STOCKS THAT
REFLECTS THE COMMON STOCK PRICES OF THE INDEX COMPANIES TRANSLATED INTO
U.S. DOLLARS, AND ASSUMES REINVESTMENT OF ALL INCOME PAID BY THE INDEX
STOCK NET ANY APPLICABLE FOREIGN TAXES.
FIGURES FOR MORE THAN ONE YEAR ASSUME A STEADY COMPOUNDED RATE OF RETURN
AND ARE NOT THE FUND'S YEAR-BY-YEAR RESULTS, WHICH FLUCTUATED OVER THE
PERIODS SHOWN. THE LIFE OF FUND FIGURES ARE FROM COMMENCEMENT OF OPERATIONS
JANUARY 28, 1987.
PERFORMANCE NUMBERS ARE NET OF ALL FUND OPERATING EXPENSES, BUT DO NOT
INCLUDE ANY INSURANCE CHARGES IMPOSED BY YOUR INSURANCE COMPANY'S SEPARATE
ACCOUNT. IF PERFORMANCE INFORMATION INCLUDED THE EFFECT OF THESE ADDITIONAL
CHARGES, IT WOULD HAVE BEEN LOWER.
PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. PRINCIPAL AND
INVESTMENT RETURN WILL VARY AND YOU MAY HAVE A GAIN OR LOSS WHEN YOU
WITHDRAW YOUR MONEY. 
FOREIGN INVESTMENTS INVOLVE GREATER RISKS AND POTENTIAL REWARDS THAN U.S.
INVESTMENTS. THESE RISKS INCLUDE POLITICAL AND ECONOMIC UNCERTAINTIES OF
FOREIGN COUNTRIES, AS WELL AS THE RISK OF CURRENCY FLUCTUATIONS.
 
MARKET ENVIRONMENT
After strong performance in January, U.S. stocks stumbled through a
correction that - aside from a few brief upturns - continued through June
1994. The sell-off stretched into most market sectors. Once it began,
investors tended to seek safety in the stocks of larger, more established
companies, which generally outperformed those of smaller companies.
The Standard & Poor's 500 Composite Stock Index, a broad measure of the
U.S. market, had a total return of -3.39% for the six months ended June 30,
1994. The Dow Jones Industrial Average, which measures 30 large industrial
stocks, returned -2.06% for the same period. The NASDAQ Composite, which
tracks the performance of smaller stocks, fell 9.12%.
Several factors contributed to the market downturn, but rising interest
rates were key. The Federal Reserve Board raised short-term rates to curb
future inflation that might result from a strengthening economy. However,
investors worried that higher rates might slow the economic growth that had
begun to result in improving corporate profits. In addition, near the end
of the period, investors were concerned that a weakening dollar would make
U.S. stocks less attractive to foreign investors, and might cause the Fed
to boost interest rates further.
In overseas stock markets, results were mixed. The Morgan Stanley EAFE
(Europe, Australia and the Far East) index rose 8.78% for the six months
ended June 30, thanks largely to strong gains by Japanese stocks and the
yen. Europe, and more notably emerging markets in the Far East and Latin
America, suffered corrections on the heels of strong gains in 1993. The
Morgan Stanley Europe Index returned -2.81% during the period, while the
Morgan Stanley Emerging Markets Free Index was down 10.35%.
Rising interest rates sparked a sharp sell-off in the U.S. bond markets
from February through June. After reaching a low of 5.79% in October 1993,
the yield on the bellwether 30-year Treasury bond rose to 7.61% by June 30,
1994. Although the Fed was trying to ease the threat of inflation by
raising rates, investors feared higher inflation would diminish the value
of their bonds' interest payments - which are paid at a fixed rate. The
Lehman Brothers Aggregate Bond Index - a broad measure of taxable bonds in
the U.S. market - fell 3.87% during the period. Even though refinancings
slowed, mortgage-backed securities also suffered from rising rates. The
total return for the Lehman Brothers mortgage index was -2.87%. The
negative effects of rising rates on high-yield bonds were somewhat offset
by credit quality enhancements due to the improving economy. The Merrill
Lynch High Yield Master Index returned -1.21% during the period.
Many overseas bond markets were extremely volatile, and most took their cue
from the downturn in the U.S. markets. The Salomon Brothers World
Government Bond Index - a measure of bond market performance of developed
nations including the United States - rose 0.67% for the six months.
Corrections in emerging markets were especially severe. Political
instability in Mexico and a partial liquidation of the high amount of
borrowed money that backed investments in these markets contributed to poor
performance. The JP Morgan Emerging Markets Bond Index had a total return
of -19.94% during the period. 
 
A MESSAGE FROM BOB LITTERST,
PORTFOLIO MANAGER OF
MONEY MARKET PORTFOLIO
We are seeing the end of a period characterized by slow economic growth,
low inflation and stable monetary policy. The economy has entered a
cyclical growth phase that is likely to create inflationary pressures. For
example, real GDP expanded at a 3.8% annual rate over the past four
quarters, far in excess of a long-term sustainable rate. Excess capacity,
as depicted by utilization rates in manufacturing and the unemployment
rate, has diminished. Leading indicators of inflation have begun to flash
warning signals. As a result, the Fed began to raise short-term rates in
February in an effort to move policy from an accommodative stance to a
neutral one. The fed funds' rate was increased in four steps to 4.25% from
3.0%.
The timing of the Fed's initial change in policy caught many market
participants by surprise and I was no exception. In January, I was still
expecting stable monetary policy because inflation looked under control and
first quarter economic statistics would be difficult to interpret due to
severe winter weather and the California earthquake. When the Fed boosted
rates in February, I reacted by selling our longest holdings that would be
likely to underperform in an environment of rising interest rates. At the
same time, I bought short-term securities to reduce the fund's exposure to
additional rate hikes. The fund's average maturity fell from 71 days in
late January to 53 days by March 31.
Because many investors focused exclusively on issues with very short
maturities after the Fed began to raise rates, I was able to find
overlooked bargains among securities with maturities of three to six months
and, thus, didn't reduce the fund's average maturity even more sharply.
Markets often overreact in very volatile times, and I tried to take
advantage of values created by sharp swings in market sentiment and prices.
It seems likely that short-term rates will continue to move higher. The
economy appears to have self-sustaining momentum. The boost to the economy
provided by lower interest rates has begun to fade, but much improved labor
market conditions are likely to support economic activity going forward. As
long as real growth exceeds potential, the threat of rising inflation will
persist and the Fed will probably continue to raise short-term rates. My
strategy will be to maintain a relatively short average maturity of 40 to
45 days emphasizing variable rate instruments with frequent resets and
short maturities. However, I will remain alert to opportunities to pick up
yield along the short-term yield curve.
 
A MESSAGE FROM BARRY COFFMAN, PORTFOLIO MANAGER OF
HIGH INCOME PORTFOLIO
Uncertainty over the Federal Reserve Board's monetary policy and a global
lack of confidence in the dollar has led to rising interest rates impacting
all fixed income markets. The Merrill Lynch High Yield Master Index
returned -1.21% and 4.81% for the six months and year ended June 30, 1994,
respectively. The fund slightly trailed the index for the six months, but
topped it for the year.
The economic environment - steady growth and moderate inflation - has been
a relatively favorable backdrop for high yield bonds. These investments can
perform better than other fixed income securities because they are more
influenced by the fortunes of individual companies than by interest rates.
A specific negative influence on the fund was its aggressive position at
the beginning of the year due to my anticipation of a robust economy. Part
of that posture was an approximate 20% concentration in deferred pay
securities, bonds that do not pay current interest and are sold at a deep
discount. Deferred pay securities are very sensitive to changes in the
marketplace, and most declined in price more than the market as a whole.
Over time, such investments should benefit the fund because they tend to be
issued by companies with attractive growth prospects. One example is Nextel
Communications. MCI has demonstrated its support for this nationwide
provider of wireless communications through its agreement to invest over $1
billion in Nextel stock.
Given the performance of the market and the way I have biased the fund, I'm
relatively pleased with its performance. Media and leisure 
is the largest sector in the fund, 22.9%, including several securities of
Live Entertainment. This video distribution company is merging with its
largest contractor, Carolco Pictures. I invested in a private placement
security of Live, which allowed me to get warrants for 10% of the company
in addition to a very attractive bond.
Lodging and gaming securities - part of the media and leisure sector -
comprise 8.8% of the fund's investments, because I'm very bullish on the
hotel industry. Demand has finally caught up with the excess supply created
in the 1980s. As the economy improves, occupancy and room rates are going
up. The fund has invested in several bonds of Host Marriott, and has a
solid investment in the Boyd Gaming Corp., a successful Las Vegas casino
operator with prospects in many emerging growth markets.
I've been shifting more into cyclicals - companies that rise and fall in
tandem with the economy - especially commodity cyclicals like chemicals,
paper, metal and steel. I have 5% of the fund in paper and forest products,
including Container Corp., which has benefited from low inventories and
rising prices.
The fund also has 7.6% invested in the construction and real estate sector.
I have my largest investment in Dal Tile, a ceramic tile company that may
benefit from the improved housing market in California. 
Looking forward, high yield continues to look like a favorable asset class
because of the rising current yields and improving credits. Inflation
should not be a significant concern because companies' cash flows will grow
faster than their fixed debt obligations. However, I would be concerned if
it appears further Fed tightening may jeopardize the economic recovery,
especially since the portfolio is skewed toward cyclicals.
 
A MESSAGE FROM BETTINA 
DOULTON, PORTFOLIO MANAGER OF 
EQUITY-INCOME PORTFOLIO
It's been a difficult past six months for stock investors. The Standard &
Poor's 500 index had total returns of -3.39% and 1.41% for the six months
and year ended June 30, 1994, respectively. The fund topped the index
during both periods, thanks to selected investments that performed well
despite the harsh environment.
In January, I began to make a sizable bet on chemical stocks, which has
paid off. I looked for companies that had effectively cut costs during the
recession, and whose stocks were cheap when measured by yardsticks such as
their price-to-earnings ratios. Over the next several months the improving
economy strengthened the demand for chemicals, which is typical in a
"cyclical" industry such as this.  Union Carbide, du Pont, Georgia Gulf,
Lyondell, and Akzo NV - a Dutch chemical company - all performed well
despite the broad market downturn.
I also increased the fund's investment in financial stocks - its largest
sector bet - from 10.9% six months ago to 13.3% on June 30. Many investors
sold financial stocks last fall on fears that higher interest rates would
hurt profits in the sector. But the low stock valuations resulting from
that sell-off created opportunities. I tried to find companies that could
increase their earnings in the face of higher rates. American Express - the
fund's eighth largest investment on June 30 - is a good example. The
company has just finished a massive restructuring, and has improved its
core credit card and travel services businesses. The stock helped the fund
over the past few months, and I like its prospects going forward.
Rising oil prices have helped - and I feel may continue to help - selected
energy stocks. British Petroleum, which became the fund's largest
investment during the period, has benefited both from the higher oil prices
and very effective cost cutting.
I've also recently upped the fund's stake in health care stocks. Many of
these stocks have suffered over the past year due to uncertainty over the
course of health care reform. However, that has led to opportunities. For
example, Pfizer and Schering-Plough are two drug stocks that were selling
at very reasonable valuations. 
Two of the fund's top 10 investments were among its biggest disappointments
over the past six months: General Electric and Philip Morris. G.E. suffered
from disappointing earnings and a scandal within a brokerage house it owns.
However, unless its underlying story changes, I plan to stick with the
company because it has good prospects for future earnings growth. Philip
Morris suffered from the controversy that has surrounded the tobacco
industry in recent months. But the company is cutting costs and generating
solid cash flow, which helps make the stock attractive going forward.
As for the next six months, I think the stock market may be in for another
rough ride. The Federal Reserve Board raised short-term interest rates from
February through May to curb future inflation that could result from the
strengthening economy. However, I'm now seeing some evidence that higher
rates have dampened economic growth, which is a concern because corporate
earnings may suffer. I'll be watching closely as the full effect of higher
rates on the economy, and on stocks, becomes clearer. I think good stock
selection will be critical in the months ahead. 
 
A MESSAGE FROM 
LAWRENCE GREENBERG, 
PORTFOLIO MANAGER OF
GROWTH PORTFOLIO
A correction that essentially stretched from February through the end of
June dampened returns for both the stock market and the fund. For the six
months ended June 30, the Standard & Poor's 500 index had a total return of
- -3.39%. For the 12 months ended June 30, the index was up 1.41%. The fund's
performance trailed that of the index during both periods.
There are a couple of reasons for the fund's under-performance relative to
the S&P 500. First, as the economy has recovered, industrial production has
increased significantly. That generally has helped traditional cyclical
stocks - those whose earnings and stock prices are closely tied to
movements in the economy - to out-perform growth stocks - those of
companies with fast-growing earnings. 
Second, the fund's growing dependence upon technology stocks - 31.4% of its
investments on June 30 - caused it to trail the index. Technology stocks,
far and away, offer better earnings growth than those in any other sector
of the market. However, this sector is very volatile; investors' confidence
level can change drastically on the slightest bit of negative news. For
example, Cisco Systems - a computer networking products supplier - reported
excellent earnings growth in the first quarter of 1994. However, based on
earlier figures, it appeared to investors as if Cisco's earnings growth was
actually slowing a bit. And when investors began to sell the stock, the
negative sentiment spread through much of the technology sector. That type
of story will happen from time to time; however, I believe the trend toward
corporations improving productivity through technology is solidly in place. 
Some technology stocks helped the fund, despite the sector's downturn. Most
were tied to the boom in personal computers. For example, Compaq Computer
kept gaining market share while keeping expenses in line. Oracle and Sybase
- - relational database software companies - have benefited from an increased
demand for software to run local area networks (or LANs). In addition, the
demand for semiconductors for both computers and other uses remained
strong, which boosted the stock of Texas Instruments. Chip makers Intel and
Motorola were also among the fund's investments at the end of June.
My outlook for retail and wholesale stocks - 8.6% of the fund on June 30 -
has improved somewhat, though consumer demand still appears sluggish.
Lowe's - a home improvement chain - has remained among the fund's top 20
investments and has performed very well. In addition, after the recent
market correction, I bought the stocks of some fast-growing retailers that
I felt were too expensive earlier in the period. Examples include Sunglass
Hut, coffee shop chain Starbucks, and auto parts supplier Autozone.
As for the next six months, I think the potential exists for better
performance. Industrial production appears to be peaking, and hopefully
interest rates will stabilize. With that backdrop, I believe we'll see
investors drift away from stocks that rely on a stronger economy to grow
earnings - the cyclicals - and back toward companies that rely more heavily
on internal business practices to grow earnings - the growth stocks. I've
positioned the fund by targeting those companies that appear to have the
best prospects for rapid earnings growth. 
 
A MESSAGE FROM JOHN HICKLING, PORTFOLIO MANAGER OF
OVERSEAS PORTFOLIO
Overseas stock markets have experienced mixed results over the past six
months, with Japan turning in strong performance and Europe holding its
own. Since the beginning of 1994, the fund has underperformed the EAFE
index - a broad measure of stocks in Europe, Australia and the Far East;
however, the fund turned in better results than the index over the past
year. The index returned 8.78% and 17.00%, respectively, for the six months
and year ended June 30, 1994.
The fund underperformed the EAFE index over the past six months mostly
because it was underweighted in Japanese stocks, and, therefore,
underweighted in yen, as compared to the index. During this period, the yen
was the strongest currency relative to the dollar, and as a result Japanese
yen-denominated assets were the best performing asset class. I should note
that the fund had an extremely heavy weighting in Japan, just not as heavy
as the index. 
In addition, the fund was hurt during the second half of this period
because it was overweighted in European markets, relative to the index.
These markets were somewhat difficult for the fund and the index over the
past few months because they corrected in May and June as a reaction to the
falling U.S. bond market. However, going forward, I still think Europe's
long  term growth prospects are strong.
As we look back over the past six months, it's been a time of change in
both Japan and Europe. In Japan, the country's economy, which 
had been depressed, started to turn around at the beginning of 1994. Many
Japanese companies were well placed to profit from the improving economy
because they had taken significant steps to reduce their costs over the
past few years. I should note that Japanese companies have been able to
avoid cutting costs the American way - through factory closings and layoffs
- - because in Japan most workers' jobs have built-in wage flexibility. This
means an employee's pay is based largely on overtime and bonuses, both of
which tend to drop off when the economy falls. As a result, Japanese
companies can trim expenses without reducing head count. Japan's economy
also experienced a boost from tax cuts, an increase in the government's
investment spending, dropping oil prices (an important factor because Japan
imports all of its oil), and low interest rates. In addition, Japan
benefited from significant new export markets in the rest of Asia and
China.
However, over the same period, the Japanese economy was hurt by the
strengthening yen. That's because a strong yen made Japanese exports more
expensive in foreign countries. As a result, Japan's exports, and,
ultimately, its domestic economy, were affected. Despite the strong yen,
several companies the fund owned revised their earning estimates upward.
Good examples were Rohm, a Japanese computer components and parts
manufacturer, and Canon, which makes consumer electronics, such as copiers.
Another Japanese company worth noting is Toyota, which impressed me more
than any other Japanese company in terms of cost-cutting measures. Over the
period, it started focusing on keeping production simple and costs down -
what Toyota calls "value engineering."
 
One other trend to note in Japan is that a number of Japanese companies
began moving their operations overseas to less expensive locations, such as
Malaysia and the United States. This step allowed these Japanese companies
to be more competitive and more efficient by helping them reduce labor
costs, which are very high in Japan, and take advantage of the situation
from a currency standpoint. For example, one of the fund's holdings, Honda,
accelerated its use of reverse importing - or importing autos it
manufactures in the United States back to Japan. Japanese companies also
were importing more goods from other countries to reduce manufacturing
costs in Japan. For instance, Kirin Breweries was working with Budweiser to
import aluminum cans from the United States.
Switching to Europe, it looked like the recession was ending there. Despite
a correction in the late spring, Europe turned in a relatively good
performance during the period as many companies implemented strict
cost-cutting measures. As the economy started improving, there was a major
shift out of banks and insurance companies and into cyclical stocks, such
as chemical and automobile companies. Financial stocks fell out of favor
after their stock prices rose dramatically and many investors sold them to
take profits. Cyclicals are stocks that tend to perform well when the
economy does well or poorly when the economy is weak. Some cyclicals that
cut costs dramatically and turned in good results were the Swiss chemical
and pharmaceutical company Ciba-Geigy; German chemical companies Hoechst
and BASF, and the French automaker Peugeot. 
These cyclical stocks looked especially good because they were oversold
when their earnings estimates and forecasts were being upgraded - usually a
definition of attractive stocks. I should note that while these cyclical
stocks were affected by the market correction, they still outperformed the
overall European market during that period.
As for regrets, as I expressed earlier, I wish I'd had more of the fund in
yen than in dollars. I also regret not dropping the fund's European
financial stocks, such as National Westminster Bank, earlier because their
prices dropped very quickly.
As a final note, I think it's helpful to briefly discuss derivatives, which
have been in the news a lot lately. The fund uses derivatives in a
conventional manner. I am currently using some forward foreign currency
contracts to hedge a portion of the fund against currency volatility, and
also have a very small position in indexed securities linked to European
bond markets.
Looking forward, it looks like 1994 will be a good year primarily because I
think the worst is over in terms of the global bond market and inflationary
scares. If the Japanese economy improves and the yen stops strengthening
- -which I anticipate - many companies will profit from their cost-cutting
efforts. I have similar expectations for Europe despite the drop in May and
June. Given the measures many European companies have taken to reduce
expenses and an expected moderate economic environment, I think European
companies may become increasingly profitable. 
VARIABLE INSURANCE PRODUCTS FUND: MONEY MARKET PORTFOLIO
INVESTMENTS/JUNE 30, 1994 (UNAUDITED)
(SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENTS)
 
 
  ANNUALIZED    ANNUALIZED
  YIELD AT    YIELD AT
 DUE TIME OF PRINCIPAL VALUE DUE TIME OF PRINCIPAL VALUE
 DATE PURCHASE AMOUNT (NOTE 1) DATE PURCHASE AMOUNT (NOTE 1)
BANKERS' ACCEPTANCES - 9.1%
DOMESTIC BANKERS ACCEPTANCE - 0.8%
Mellon Bank
7/5/94 4.63% $ 5,000,000 $ 4,997,444
NEW YORK BRANCH, YANKEE DOLLAR, FOREIGN BANKS - 8.3%
Credit Suisse
8/8/94 4.55  7,380,000  7,344,945
Dai-Ichi Kangyo Bank, Ltd.
7/18/94 4.36  5,800,000  5,788,086
Fuji Bank, Ltd.
7/11/94 4.32  1,100,000  1,098,686
7/11/94 4.43  1,300,000  1,298,411
7/25/94 4.43  10,000,000  9,970,667
8/8/94 4.45  2,100,000  2,090,180
8/9/94 4.45  3,500,000  3,483,203
Industrial Bank of Japan, Ltd.
8/15/94 4.54  8,000,000  7,954,900
Sakura Bank, Ltd.
7/8/94 4.29  10,000,000  9,991,678
Sumitomo Bank, Ltd.
7/11/94 4.40  5,900,000  5,892,822
   54,913,578
TOTAL BANKERS' ACCEPTANCES   59,911,022
CERTIFICATES OF DEPOSIT - 10.1%
DOMESTIC CERTIFICATES OF DEPOSIT - 0.6%
Trust Company Bank
1/31/95 3.75  4,000,000  3,992,453
NEW YORK BRANCH, YANKEE DOLLAR, FOREIGN BANKS - 9.5%
Bank of Nova Scotia
9/1/94 4.64  5,000,000  5,000,000
Bank of Tokyo
7/25/94 4.45  7,000,000  6,999,478
Caisse Nationale de Credit Agricole
8/17/94 4.82 (a)  5,000,000  5,000,570
Industrial Bank of Japan, Ltd.
7/28/94 4.40  5,000,000  4,999,133
Mitsubishi Bank, Ltd.
7/7/94 3.45  10,000,000  10,000,000
8/15/94 4.40  8,000,000  8,003,134
Sanwa Bank, Ltd.
7/29/94 3.33  5,000,000  5,000,038
10/19/94 4.60  5,000,000  4,999,701
Sumitomo Bank, Ltd.
7/15/94 4.33  10,000,000  10,000,000
Union Bank of Switzerland
8/22/94 3.85  2,000,000  1,999,488
Westdeutsche Landesbank Gironzentrale
9/7/94 4.15% $ 1,000,000 $ 998,388
   62,999,930
TOTAL CERTIFICATES OF DEPOSIT   66,992,383
COMMERCIAL PAPER - 46.7%
Abbey National (UK), PLC
8/29/94 4.55  5,000,000  4,963,125
Associates Corporation of North America
7/25/94 4.43  5,000,000  4,985,333
Beneficial Corporation
7/15/94 4.37  5,000,000  4,998,541
CIT Group Holdings, Inc.
7/28/94 4.44  5,000,000  4,983,425
CoreStates Capital Corp.
7/15/94 4.35 (a)  5,000,000  5,000,000
Credit Lyonnais North America
7/29/94 4.42  4,000,000  3,986,311
Dayton Hudson Corporation
7/6/94 4.31  3,000,000  2,998,208
Dean Witter, Discover & Co.
7/5/94 4.29  5,000,000  4,997,622
7/11/94 4.64  10,000,000  9,987,222
7/18/94 4.36  5,000,000  4,989,729
Eastman Kodak
7/22/94 4.39  2,500,000  2,493,620
Electronic Data Systems Corporation
7/14/94 4.32  5,000,000  4,992,236
8/10/94 4.48  1,000,000  995,055
Ford Motor Credit Corporation
7/7/94 4.43  10,000,000  9,992,667
General Electric Capital Corporation
7/15/94 4.27 (a)  5,000,000  5,000,000
9/6/94 4.49 (a)  5,000,000  5,000,000
9/19/94 4.09  14,000,000  13,875,555
12/20/94 4.85  5,000,000  4,887,722
1/11/95 5.58  3,000,000  2,913,104
General Motors Acceptance Corporation
7/19/94 4.38  3,000,000  2,993,460
7/20/94 4.36  6,000,000  5,986,225
7/26/94 4.49  3,000,000  2,990,708
8/17/94 4.63  2,000,000  1,987,989
9/6/94 4.58  4,000,000  3,966,277
Generale Bank
7/15/94 4.43  2,000,000  1,996,562
8/23/94 4.49  5,000,000  4,967,169
  ANNUALIZED    ANNUALIZED
  YIELD AT    YIELD AT
 DUE TIME OF PRINCIPAL VALUE DUE TIME OF PRINCIPAL VALUE
 DATE PURCHASE AMOUNT (NOTE 1) DATE PURCHASE AMOUNT (NOTE 1)
COMMERCIAL PAPER - CONTINUED
Goldman Sachs Group, L.P. (The)
7/6/94 4.00% $ 5,000,000 $ 4,997,257
Grand Metropolitan Finance
10/24/94 5.12  10,000,000  9,840,277
GTE Corporation
7/12/94 4.56  2,000,000  1,997,219
Household Finance Corporation
7/5/94 4.04  10,000,000  9,995,555
ING Bank
8/5/94 4.38  3,000,000  2,987,312
ITT Corporation
7/18/94 4.39  5,000,000  4,989,658
7/18/94 4.45  4,000,000  3,991,651
ITT Financial
7/11/94 4.64  5,000,000  4,993,611
Kredietbank, N.A. Finance Corporation
8/31/94 4.66  2,000,000  1,984,326
Kredietbank, N.V.
8/31/94 4.55  10,000,000  9,923,750
Merrill Lynch & Co., Inc.
7/11/94 4.35  3,000,000  2,996,383
7/12/94 4.58  10,000,000  9,986,097
8/8/94 4.38  5,000,000  4,977,042
Morgan Stanley Group, Inc.
7/1/94 4.58  5,000,000  5,000,000
7/6/94 4.63  10,000,000  9,993,611
National Australia Funding Inc.
7/11/94 4.26  3,000,000  2,996,467
New Center Asset Trust
7/13/94 4.29  5,000,000  4,992,867
8/9/94 4.38  5,000,000  4,976,438
New South Wales Treasury Corp.
8/30/94 3.90  4,000,000  3,974,468
Norwest Corporation
7/19/94 4.48  5,000,000  4,988,876
7/28/94 4.43  5,000,000  4,983,500
PNC Financial/PNC Funding
10/11/94 4.34  5,000,000  4,939,793
Sears Credit Corp. A
7/7/94 4.30  5,000,000  4,996,425
Sears Roebuck Acceptance Corp.
7/6/94 4.39  1,000,000  999,393
7/7/94 4.39  2,000,000  1,998,543
7/18/94 4.36  5,000,000  4,989,729
7/26/94 4.37  2,000,000  1,993,958
8/8/94 4.52  3,000,000  2,985,750
Student Loan Corporation
7/18/94 4.31% $ 10,000,000 $ 9,979,694
Texaco Inc.
7/27/94 4.43  5,000,000  4,984,111
Textron, Inc.
7/1/94 4.55  3,000,000  3,000,000
7/20/94 4.47  3,000,000  2,992,954
Toronto Dominion Holdings USA, Inc.
7/11/94 4.26  10,000,000  9,988,222
UBS Finance (DE), Inc.
7/15/94 4.27  7,900,000  7,886,943
Unocal Corporation
7/18/94 4.39  4,000,000  3,991,737
TOTAL COMMERCIAL PAPER   308,221,482
FEDERAL AGENCIES - 2.5%
FEDERAL FARM CREDIT BANK - AGENCY COUPONS - 0.1%
7/1/94 4.95 (a)  800,000  797,885
FEDERAL NATIONAL MORTGAGE ASSOC. - DISCOUNT NOTES - 2.4%
10/26/94 4.45  10,000,000  9,858,626
11/25/94 3.45  6,000,000  5,917,926
   15,776,552
TOTAL FEDERAL AGENCIES   16,574,437
U.S. TREASURY OBLIGATIONS - 0.1%
U.S. TREASURY BILLS 
1/12/95 3.55  1,000,000  981,422
BANK NOTES - 6.4%
Bank of New York
7/1/94 4.95 (a)  5,000,000  4,998,072
9/6/94 4.61 (a)  5,000,000  5,000,000
Bank One, Dayton
7/1/94 4.94 (a)  5,000,000  5,000,000
Bank One, Milwaukee
7/1/94 4.36 (a)  5,000,000  4,996,644
Comerica Bank-Detroit
7/1/94 4.95 (a)  5,000,000  5,000,000
7/1/94 4.95 (a)  5,000,000  4,998,007
First National Bank of Boston
8/22/94 4.58  5,000,000  5,000,000
PNC Bank
11/10/94 4.74   2,000,000  1,991,607
Society National Bank
7/1/94 4.95 (a)  5,000,000  4,998,000
TOTAL BANK NOTES   41,982,330
 
  ANNUALIZED    ANNUALIZED
  YIELD AT    YIELD AT
 DUE TIME OF PRINCIPAL VALUE DUE TIME OF PRINCIPAL VALUE
 DATE PURCHASE AMOUNT (NOTE 1) DATE PURCHASE AMOUNT (NOTE 1)
MASTER NOTES (a) - 3.3%
J.P. Morgan Securities
7/1/94 4.67% $ 7,000,000 $ 7,000,000
7/1/94 4.69  10,000,000  10,000,000
Morgan Stanley Group, Inc.
7/1/94 4.64  5,000,000  5,000,000
TOTAL MASTER NOTES   22,000,000
MEDIUM-TERM NOTES - 10.7%
Abbey National (UK), PLC (c)
7/1/94 4.96 (a)  5,000,000  4,999,184
Abbey National Treasury Service (c)
9/30/94 4.76 (a)  13,000,000  13,000,000
General Motors Acceptance Corporation
7/11/94 4.06  10,000,000  10,002,196
8/7/94 4.65  3,000,000  3,000,000
Goldman Sachs Group, L.P. (The) (c)
9/1/94 4.36 (a)  3,000,000  3,000,000
12/13/94 4.97  5,000,000  4,933,337
12/16/94 4.37 (a)  4,000,000  4,000,000
Kingdom of Sweden 
6/23/94 4.25 (a)  2,000,000  2,000,000
6/23/94 4.62 (a)  2,000,000  2,000,000
9/23/94 4.62 (a)  2,000,000  2,000,000
Norwest Corporation
9/15/94 4.57 (a)  6,000,000  6,000,000
Norwest Financial Inc.
12/15/94 3.55  2,750,000  2,765,375
PHH Corporation
7/1/94 4.98 (a)  5,000,000  5,000,000
Swedish National Housing Finance Corp.
8/23/94 4.53 (a)  1,000,000  1,000,000
8/23/94 4.59 (a)  1,000,000  1,000,000
8/23/94 4.65 (a)  1,000,000  1,000,000
Westdeutsche Landesbank Gironzentrale
1/11/95 3.70  5,000,000  5,002,265
TOTAL MEDIUM-TERM NOTES   70,702,357
 
SHORT-TERM NOTES (a) - 4.9%
Capital One Funding Corp. 
7/8/94 4.57  4,276,000  4,276,000
SMM Trust Company (1993-D)
7/28/94 4.27  3,000,000  3,000,000
SMM Trust Company (1993-F)
8/15/94 4.89  6,000,000  6,000,000
SMM Trust Company (1994-A)
9/18/94 4.60% $ 12,000,000 $ 12,000,000
SMM Trust Company (1994-E)
7/13/94 4.01  7,000,000  6,998,710
TOTAL SHORT-TERM NOTES   32,274,710
TIME DEPOSITS - 2.3%
Fuji Bank, Ltd.
7/7/94 4.31  10,000,000  10,000,000
Mitsubishi Bank, Ltd.
7/27/94 4.34  5,000,000  5,000,000
TOTAL TIME DEPOSITS   15,000,000
MUNICIPAL BONDS (a) - 2.9%
Harris County Texas Health Facilities Authority
7/5/94 4.37  10,000,000  10,000,000
Louisiana Public Facilities Authority
7/5/94 4.20  2,400,000  2,400,000
7/5/94 4.52  5,000,000  5,000,000
New Orleans Aviation Board (MBIA Insured)
7/8/94 4.62  1,800,000  1,800,000
TOTAL MUNICIPAL BONDS   19,200,000
 
   MATURITY 
   AMOUNT 
REPURCHASE AGREEMENTS - 1.0%
With First Boston Corporation:
 At 4.30%, dated 6/30/94 due 7/20/94:
  U.S. Treasury Obligations
  (principal amount $5,142,145)
  4.375%, 8/15/96   $ 5,011,944  5,000,000
In a joint trading account
 (U.S. Treasury Obligations)
 dated 6/30/94, due 7/1/94
 (Note 2)
  At 4.29%    1,457,174  1,457,000
TOTAL REPURCHASE AGREEMENTS   6,457,000
TOTAL INVESTMENTS - 100%  $ 660,297,143
Total Cost for Income Tax Purposes - $660,297,143
 
 
LEGEND:
1. The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. The due date on these types of
securities reflects the next interest rate reset date or when applicable,
the final maturity date.
2. Restricted securities - Investment in securities not registered under
the Securities Act of 1933 (see Note 2 of Notes to Financial Statements). 
Additional information on each holding is as follows:
  ACQUISITION ACQUISITION
SECURITY DATE COST
SMM Trust Company:
(1993-D) 10/28/93 $ 3,000,000
(1993-F) 11/15/93 $ 6,000,000
(1994-A) 3/17/94 $ 12,000,000
(1994-E) 4/13/94 $ 6,998,534
 
(c) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $29,932,521 or 4.5% of net
assets.
INCOME TAX INFORMATION: 
At December 31, 1993, the fund had a capital loss carryforward of
approximately $13,800 of which $4,100, $500, $4,900, and $4,300 will expire
on December 31, 1995, 1996, 1997 and 2000, respectively.
MONEY MARKET PORTFOLIO
FINANCIAL STATEMENTS
 
 
Statement of Assets and Liabilities
 
 
DRAFT
 
<TABLE>
<CAPTION>
<S>                                                   <C>         <C>             
June 30, 1994 (Unaudited)                                                         
 
ASSETS                                                                            
 
Investment in securities, at value                                $ 660,297,143   
(including repurchase                                                             
agreements of $6,457,000)                                                         
(Notes 1 and 2) - See                                                             
accompanying schedule                                                             
 
Interest receivable                                                1,687,550      
 
 TOTAL ASSETS                                                      661,984,693    
 
LIABILITIES                                                                       
 
Share transactions in process                         $ 587,736                   
 
Accrued management fee                                 96,752                     
 
Other payables and accrued                             17,943                     
expenses                                                                          
 
 TOTAL LIABILITIES                                                 702,431        
 
NET ASSETS                                                        $ 661,282,262   
 
Net Assets consist of:                                                            
 
Paid in capital                                                   $ 661,358,384   
 
Accumulated net realized gain                                      (76,122)       
(loss) on investments                                                             
 
NET ASSETS, for 661,358,384                                       $ 661,282,262   
shares outstanding                                                                
 
NET ASSET VALUE, offering price                                    $1.00          
and redemption price per share                                                    
($661,282,262<UNDEF>(divided by)<UNDEF>661,358,384                                
shares)                                                                           
 
</TABLE>
 
Statement of Operations
 
 
DRAFT
Six Months Ended June 30, 1994 (Unaudited)                             
 
INTEREST INCOME                                          $ 9,958,432   
 
EXPENSES                                                               
 
Management fee (Note 3)                      $ 484,689                 
 
Transfer agent fees (Note 3)                  48,246                   
 
Accounting fees and expenses                  41,379                   
(Note 3)                                                               
 
Non-interested trustees'                      1,401                    
compensation                                                           
 
Custodian fees and expenses                   23,925                   
 
Registration fees                             52,763                   
 
Audit                                         11,778                   
 
Miscellaneous                                 1,857                    
 
 TOTAL EXPENSES                                           666,038      
 
NET INTEREST INCOME                                       9,292,394    
 
NET REALIZED GAIN (LOSS) ON                               (77,373)     
 INVESTMENTS (NOTE 1)                                                  
 
NET INCREASE IN NET ASSETS                               $ 9,215,021   
RESULTING FROM OPERATIONS                                              
 
Statement of Changes in Net Assets
 
 
DRAFT
 
<TABLE>
<CAPTION>
<S>                                                                                    <C>                    <C>                   
 
                                                                                       SIX MONTHS ENDE        YEAR ENDED            
 
                                                                                       D                      DECEMBER 31,          
 
                                                                                       JUNE 30, 1994                  1993          
 
                                                                                            (UNAUDITED)                             
 
                                                                                                                                    
 
 
INCREASE (DECREASE) IN NET ASSETS                                                                                                   
 
 
Operations                                                                             $ 9,292,394            $ 9,704,207           
 
Net interest income                                                                                                                 
 
 
 Net realized gain (loss)                                                               (77,373)               4,544                
 
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                        9,215,021              9,708,751            
 
 
Dividends to shareholders from net interest income                                      (9,292,394)            (9,704,207)          
 
 
Share transactions at net asset value of $1.00 per share                                660,139,917            531,400,504          
 
Proceeds from sales of shares                                                                                                       
 
 
 Reinvestment of dividends from net interest income                                     9,343,585              9,797,785            
 
 
 Cost of shares redeemed                                                                (361,227,495)          (489,101,476)        
 
 
 Net increase (decrease) in net assets and shares resulting from share transactions     308,256,007            52,096,813           
 
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                               308,178,634            52,101,357           
 
 
NET ASSETS                                                                                                                          
 
 
 Beginning of period                                                                    353,103,628            301,002,271          
 
 
 End of period                                                                         $ 661,282,262          $ 353,103,628         
 
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
 
DRAFT
 SIX MONTHS ENDED   
 JUNE 30, 1994  YEARS ENDED DECEMBER 31, 
 (UNAUDITED)  1993   1992   1991   1990   1989  
 
<TABLE>
<CAPTION>
<S>                                        <C>         <C>         <C>         <C>         <C>         <C>         
SELECTED PER-SHARE DATA                                                                                            
 
Net asset value, beginning of period       $ 1.000     $ 1.000     $ 1.000     $ 1.000     $ 1.000     $ 1.000     
 
Income from Investment Operations           .018        .032        .038        .059        .078        .087       
Net interest income                                                                                                
 
Less Distributions                          (.018)      (.032)      (.038)      (.059)      (.078)      (.087)     
From net interest income                                                                                           
 
Net asset value, end of period             $ 1.000     $ 1.000     $ 1.000     $ 1.000     $ 1.000     $ 1.000     
 
TOTAL RETURN B                              1.78%       3.23%       3.90%       6.09%       8.04%       9.12%      
 
RATIOS AND SUPPLEMENTAL DATA                                                                                       
 
Net assets, end of period (000 omitted)    $ 661,282   $ 353,104   $ 301,002   $ 271,123   $ 254,585   $ 142,970   
 
Ratio of expenses to average net assets     .26%A       .22%        .24%        .38%        .56%        .67%       
 
Ratio of expenses to average net assets     .26%A       .23%        .24%        .38%        .56%        .67%       
before                                                                                                             
expense reductions                                                                                                 
 
Ratio of net interest income to average     3.65%A      3.16%       3.85%       5.93%       7.76%       8.70%      
net assets                                                                                                         
 
</TABLE>
 
A ANNUALIZED
B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED AND
WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED DURING THE
PERIODS SHOWN.
VARIABLE INSURANCE PRODUCTS FUND: HIGH INCOME PORTFOLIO
INVESTMENTS/JUNE 30, 1994 (UNAUDITED)
(SHOWING PERCENTAGE OF TOTAL VALUE OF 
INVESTMENT IN SECURITIES)
 
 
 MOODY'S PRINCIPAL VALUE MOODY'S PRINCIPAL VALUE
 RATINGS (B) AMOUNT (C) (NOTE 1) RATINGS (B) AMOUNT (C) (NOTE 1)
CORPORATE BONDS - 77.6%
CONVERTIBLE BONDS - 0.3%
BASIC INDUSTRIES - 0.3%
IRON & STEEL - 0.3%
Stelco, Inc. 7 3/4%, 8/31/98  - CAD 3,000,000 $ 1,843,484
PAPER & FOREST PRODUCTS - 0.0%
Repap Enterprises, Inc. 8 1/2%, 
8/1/97  -  60,000  53,400
TOTAL BASIC INDUSTRIES   1,896,884
INDUSTRIAL MACHINERY & EQUIPMENT - 0.0%
ELECTRICAL EQUIPMENT - 0.0%
Ampex Corp. 0%, 6/30/97   -  469,000  146,082
RETAIL & WHOLESALE - 0.0%
GROCERY STORES - 0.0%
Farm Fresh, Inc. 7 1/2%, 3/1/10   B3  186,000  116,250
TOTAL CONVERTIBLE BONDS   2,159,216
NONCONVERTIBLE BONDS - 77.3%
AEROSPACE & DEFENSE - 0.6%
AEROSPACE & DEFENSE - 0.0%
Fairchild Corp. 12 1/4%, 3/15/06  B3  125,000  117,500
DEFENSE ELECTRONICS - 0.6%
Tracor, Inc. 10 7/8%, 8/15/01  B2  3,300,000  3,366,000
TOTAL AEROSPACE & DEFENSE   3,483,500
BASIC INDUSTRIES - 10.5%
CHEMICALS & PLASTICS - 2.1%
American Pacific Corp. 11%, 
12/15/02 (f)  -  850,000  850,000
Huntsman Corp. 11%, 3/31/04  B1  2,610,000  2,649,150
IMC Fertilizer Group, Inc. 9.45%, 
12/15/11  B3  1,710,000  1,504,800
Methanex Corp. 8 7/8%, 11/15/01  Ba3  1,700,000  1,674,500
Rexene Corp.:
 pay-in-kind, 10%, 11/15/02  -  598,500  554,612
 9%, 11/15/99  -  2,650,000  2,570,500
Trans Resources, Inc.:
 14 1/2%, 9/1/96  B2  580,000  609,000
 11 7/8, 7/1/02 (f)  B2  910,000  846,300
  11,258,862
IRON & STEEL - 1.5%
Republic Engineered Steels, Inc. 
9 7/8%, 12/15/01  B2  5,000,000  4,750,000
WCI Steel, Inc. 10 1/2%, 3/1/02  B1  3,000,000  3,052,500
  7,802,500
METALS & MINING - 1.3%
Renco Metals, Inc. 12%, 7/15/01  B3 $ 2,650,000 $ 2,391,625
Sherritt Incorporated:
 11%, 3/31/04  B1  3,950,000  2,743,453
 10 1/2%, 3/31/14  B1  1,870,000  1,823,250
  6,958,328
PACKAGING & CONTAINERS - 0.6%
All-American Bottling Corp. 
13%, 8/15/01  Caa  3,000,000  3,060,000
PAPER & FOREST PRODUCTS - 5.0%
Container Corp. of America gtd. 
11 1/4%, 5/1/04  B2  4,800,000  5,010,000
Crown Packaging Holdings Ltd. :
 10 3/4%, 11/1/00  B3  6,000,000  5,925,000
 0%, 11/1/03 (d)  Caa  5,500,000  2,640,000
Domtar, Inc. 11 1/4%, 9/15/17  Ba1  4,500,000  4,522,500
Mail-Well Corp. 10 1/2%, 2/15/04  B3  1,420,000  1,292,200
Mail-Well Holdings, Inc. unit 0%, 
2/15/06  Caa  1,850,000  860,250
Stone Container Corp.:
 sr. sub. 10 3/4%, 4/1/02  B2  2,000,000  1,900,000
 11 1/2%, 9/1/99  B2  1,000,000  1,000,000
 9 7/8%, 2/1/01  B1  3,810,000  3,524,250
  26,674,200
TOTAL BASIC INDUSTRIES   55,753,890
CONGLOMERATES - 3.9%
Insilco Corp.:
 9 1/2%, 7/1/97  Ca  2,710,000  2,696,450
 9 1/2%, 7/1/97 (e)  Ca  3,960,000  3,920,400
 10 3/8%, 7/1/97  -  3,597,000  3,597,000
Jordan Industries, Inc.:
 10 3/8%, 8/1/03  B3  3,405,000  3,251,775
 11 3/4%, 8/1/05  Caa  12,145,000  7,226,275
  20,691,900
CONSTRUCTION & REAL ESTATE - 7.0%
BUILDING MATERIALS - 4.5%
Adience, Inc. 11%, 6/15/02  -  745,921  593,007
Building Materials Corp. of America 
0%, 7/1/04 (d)(f)  -  11,920,000  6,705,000
DAL Tile International, Inc. secured 
coupon 0%, 7/15/98  Caa  17,545,000  10,746,312
USG Corp.:
 9 1/4%, 9/15/01  B2  3,510,000  3,325,725
 10 1/4%, 12/15/02  B1  890,000  890,000
 10 1/4%, 12/15/02  B2  1,750,000  1,750,000
  24,010,044
 MOODY'S PRINCIPAL VALUE MOODY'S PRINCIPAL VALUE
 RATINGS (B) AMOUNT (C) (NOTE 1) RATINGS (B) AMOUNT (C) (NOTE 1)
CORPORATE BONDS - CONTINUED
NONCONVERTIBLE BONDS - CONTINUED
CONSTRUCTION & REAL ESTATE - CONTINUED
CONSTRUCTION - 1.5%
MDC Holdings, Inc. 8 3/4%, 
12/15/05  - $ 1,100,000 $ 1,061,500
Peters J.M., Inc. 12 3/4%, 5/1/02 
(10 sr. notes & 79 warrants) (f)  B3  3,000,000  3,090,000
Robertson CECO Corp. 10 1/2%, 
11/30/99  -  974,918  799,433
UDC Homes 11 3/4%, 4/30/03  B2  3,361,000  3,226,560
  8,177,493
REAL ESTATE - 1.0%
Bramalea Ltd. 0%, 3/22/98  -  3,595,098  2,372,765
Littlefield Co. 10%, 8/31/94 (e)  -  2,750,000  2,750,000
MBO Properties, Inc. 10%, 4/27/04  -  23,000  23,000
  5,145,765
TOTAL CONSTRUCTION & REAL ESTATE   37,333,302
DURABLES - 3.0%
AUTOS, TIRES, & ACCESSORIES - 1.2%
Ferrellgas L.P./Ferrellgas Finance Corp. 
10%, 8/1/01   B1  3,700,000  3,690,750
SPX Corp. 11 3/4%, 6/1/02  B3  2,660,000  2,713,200
  6,403,950
TEXTILES & APPAREL - 1.8%
Fortsmann & Co., Inc. 14 3/4%,
 4/15/99 (g)  Caa  500,000  545,000
Hat Brands, Inc.:
 12 5/8%, 9/15/02  -  1,520,000  1,634,000
 12 5/8%, 9/15/02 (e)  -  680,000  731,000
JPS Automotive Products Corp.
11.125% 6/15/01  B2  930,000  925,350
Leslie Fay Companies, Inc. (e)(h):
 9.53%, 1/15/00  -  676,319  527,529
 10.54%, 1/15/02  -  611,353  427,947
Westpoint Stevens 9 3/8%, 
12/15/05  B3  5,300,000  4,809,750
  9,600,576
TOTAL DURABLES   16,004,526
ENERGY - 7.2%
ENERGY SERVICES - 3.6%
Falcon Drilling, Inc. 9 3/4%, 
1/15/01 (f)  B2  7,752,000  7,441,920
TransTexas Gas Corp. 10 1/2%, 
9/1/00  B1  11,730,000  11,788,650
  19,230,570
OIL & GAS - 3.6%
Deeptech International, Inc. 12%, 
12/15/00  B3 $ 6,160,000 $ 6,160,000
Mesa Capital Corp. 0%,
 6/30/98 (d)  B3  14,369,000  12,932,100
  19,092,100
TOTAL ENERGY   38,322,670
FINANCE - 4.1%
CREDIT & OTHER FINANCE - 2.3%
GPA Delaware, Inc.:
 8 1/2%, 3/3/97  -  2,000,000  1,760,000
 gtd. 8 3/4%, 12/15/98  Caa  360,000  293,400
 8 5/8%, 1/15/99  -  1,500,000  1,177,500
Indah Kiat International Finance Co. 
BV gtd. 11 7/8%, 6/15/02  Ba3  6,320,000  6,383,200
New Street Capital Corp. unit 
12%, 2/28/98 (e)  -  1,060,000  1,060,000
Tiphook Finance Corp. 8%, 
3/15/00  Caa  2,070,000  1,508,512
  12,182,612
INSURANCE - 1.3%
American Annuity Group, Inc. 
11 1/8%, 2/01/03  B2  2,210,000  2,232,100
Americo Life, Inc. 9 1/4%, 6/1/05  Ba2  4,900,000  4,532,500
  6,764,600
SAVINGS & LOANS - 0.3%
Anchor Bancorp, Inc. 8 7/8%, 
7/9/03  Ba3  2,000,000  1,860,000
SECURITIES INDUSTRY - 0.2%
ECM Corp. extendible 14%, 
6/1/02 (f)  -  920,792  1,012,872
TOTAL FINANCE   21,820,084
HEALTH - 1.0%
MEDICAL FACILITIES MANAGEMENT - 1.0%
Quorum Health Group, Inc. 11 7/8%, 
12/15/02  B3  4,850,000  5,238,000
INDUSTRIAL MACHINERY & EQUIPMENT - 5.0%
ELECTRICAL EQUIPMENT - 1.6%
Specialty Equipment Cos., Inc. 
11 3/8%, 12/1/03  B3  6,000,000  6,090,000
Telex Communications Group:
  16%, 9/30/94  -  1,660,000  1,660,000
 14 1/2%, 6/1/99  -  850,000  901,000
  8,651,000
 MOODY'S PRINCIPAL VALUE MOODY'S PRINCIPAL VALUE
 RATINGS (B) AMOUNT (C) (NOTE 1) RATINGS (B) AMOUNT (C) (NOTE 1)
CORPORATE BONDS - CONTINUED
NONCONVERTIBLE BONDS - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - 3.4%
Maritime Group Ltd. 13 1/2%, 
2/15/97 (f)  - $ 1,539,728 $ 1,290,678
Rexnord Holdings, Inc.:
 11 7/8%, 3/1/99  B2  2,160,000  2,160,000
 11 7/8%, 3/1/09 (e)  -  550,000  550,000
Thermadyne Holdings Corp.: 
10 1/4%, 5/1/02   -  5,824,902  5,766,653
 10 3/4%, 11/1/03   -  8,256,509  8,173,944
  17,941,275
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   26,592,275
MEDIA & LEISURE - 21.0%
BROADCASTING - 4.8%
Cooke Media Group, Inc. 11 5/8%, 
4/1/99  -  350,000  332,500
Helicon Group L.P./Helicon Capital 
Corp. 9%,11/1/03  Caa  5,750,000  4,945,000
NWCG Holdings Corp. 0%, 
6/15/02 (f)   -  2,970,000  1,553,963
Robin Media Group, Inc. 11 1/8%, 
4/1/97  -  11,210,000  10,537,400
SCI Television, Inc. secured 11%, 
6/30/05  -  6,100,000  6,283,000
Spectravision, Inc. pay-in-kind 
11.65%, 12/1/02  B3  4,145,611  1,906,981
  25,558,844
ENTERTAINMENT - 3.3%
Carolco Pictures, Inc. 11 1/2%,
10/15/00  -  5,176,079  4,244,385
Live Entertainment, Inc.:
 12%, 9/15/94 (e)  -  7,250,000  7,177,500
 10%, 9/1/98  -  2,716,600  2,227,612
Plitt Theatres, Inc. 10 7/8%, 
6/15/04  B3  4,110,000  4,156,237
  17,805,734
LODGING & GAMING - 8.5%
Bally Gaming Intl., Inc., 10 3/8%, 
7/15/98  -  3,000,000  2,880,000
Bally's Casino Holdings, Inc. 
10 1/2%, 6/15/98  B3  10,450,000  6,426,750
Ballys Grand, Inc., 10 3/8%, 
12/15/03 (f)  -  6,750,000  6,176,250
Boyd Gaming Corp. 10 3/4%, 
9/3/03  -  5,000,000  5,000,000
California Hotel Finance Corp. 
gtd. 11%, 12/01/02  B2 $ 4,825,000 $ 4,909,437
Casino Magic Financial Corp. 
11 1/2%, 10/15/01  B1  2,010,000  1,788,900
Four Seasons Hotels, Inc.
9 1/8%, 7/01/00 (f)  B1  500,000  457,500
GB Property Funding Corp. gtd. 1st 
mtg. 10 7/8%, 1/15/044  B2  1,820,000  1,428,700
HWCC-Tunica, Inc. 1st mtg. 
13 1/2%, 9/30/98 (f)  -  4,000,000  4,000,000
Host Marriott Corp.:
 9 1/8%, 12/1/00  B1  1,500,000  1,485,000
 10 1/2%, 5/1/06  B1  4,304,000  4,304,000
 11%, 5/1/06  B1  1,000,000  996,250
 10 3/8%, 6/15/11  B1  1,000,000  992,500
Mammons (John Q.) Motels L.P./
Mammons Motels Finance Corp. 
8 7/8%, 2/15/04  -  1,000,000  892,500
Motels of America, Inc. 12%, 
4/15/04 ($1000 sr. sub. 
note &  common) (f)  B3  3,000,000  3,060,000
Resorts International Hotel 
Financing, Inc.:
 mtg. 11%, 9/15/03  -  954,000  715,500
 11 3/8%, 12/15/04 ($1000 jr. 
mtg. notes & 1 Class B)  -  267,000  186,900
  45,700,187
PUBLISHING - 2.3%
GACC Holding Co. 9 3/4%, 
3/1/04 (f)  -  12,500,000  12,218,750
RESTAURANTS - 2.1%
American Restaurant Group:
 12%, 9/15/98  B2  2,430,000  2,320,650
 12%, 9/15/98 (New)  B2  3,170,000  3,027,350
Cafeteria Operated LP 11%, 
6/30/98 (e)(h)  -  7,000,000  2,800,000
Flagstar Corp. 11 1/4%, 11/1/04  B2  3,290,000  3,006,237
  11,154,237
TOTAL MEDIA & LEISURE   112,437,752
NONDURABLES - 2.0%
HOUSEHOLD PRODUCTS - 2.0%
Revlon Consumer Products Corp.:
 9 3/8%, 4/1/01  B2  6,450,000  5,514,750
 10 1/2%, 2/15/03  B2  710,000  614,150
Revlon World Wide secured 0%, 
3/15/98  B3  10,440,000  4,384,800
  10,513,700
 MOODY'S PRINCIPAL VALUE MOODY'S PRINCIPAL VALUE
 RATINGS (B) AMOUNT (C) (NOTE 1) RATINGS (B) AMOUNT (C) (NOTE 1)
CORPORATE BONDS - CONTINUED
NONCONVERTIBLE BONDS - CONTINUED
RETAIL & WHOLESALE - 3.5%
APPAREL STORES - 0.9%
Apparel Retailers, Inc. 12 3/4%, 
8/15/05  Caa $ 5,130,000 $ 3,078,000
Lamonts Apparel Corp. 10 1/4%, 
11/1/99  -  2,067,000  1,591,590
Specialty Retailers, Inc., 11%, 
8/15/03  B3  110,000  107,250
  4,776,840
DRUG STORES - 0.7%
Thrifty Payless, Inc. 12 1/4%, 
4/15/04  B3  3,750,000  3,787,500
GROCERY STORES - 0.2%
Farm Fresh Holdings Corp. 
14 1/4%, 10/1/02 (f)  B3  1,385,473  1,280,704
RETAIL & WHOLESALE, MISCELLANEOUS - 1.7%
Barrys Jewelers, Inc. 11%, 
12/22/00   -  1,595,000  1,563,100
Color Tile, Inc. 10 3/4%, 
12/15/01  B2  7,750,000  7,517,500
  9,080,600
TOTAL RETAIL & WHOLESALE   18,925,644
SERVICES - 2.4%
LEASING & RENTAL - 0.3%
Acme Holdings, Inc. 11 3/4%, 
6/1/00  B3  2,930,000  1,318,500
PRINTING - 1.1%
BFP Holdings Corp. 0%, 4/15/04 
($1000 sr. disc. note Series A 
& Class D) (f)  Caa  10,000,000  5,600,000
SERVICES - 1.0%
Comdata Network, Inc. 13 1/4%, 
12/15/02  B3  3,500,000  3,876,250
Scotsman Holdings, Inc. 0%, 
3/1/04 (d)(f)  -  1,870,000  1,670,060
  5,546,310
TOTAL SERVICES   12,464,810
TECHNOLOGY - 0.6%
ELECTRONICS - 0.6%
Berg Electronics 11 3/8%, 5/1/03  B3  3,130,000  3,239,550
TRANSPORTATION - 0.6%
AIR TRANSPORTATION - 0.6%
US Air, Inc.:
 9 5/8%, 9/1/94  B1 $ 1,280,000 $ 1,113,600
 10 3/8%, 3/1/13  B1  2,680,000  2,334,950
  3,448,550
UTILITIES - 4.9%
CELLULAR - 4.9%
Cencall Communications Corp. 0%, 
1/15/04  Caa  4,970,000  2,783,200
Dial Call Communications, Inc. 0%, 
12/15/05 (d)(f)  Caa  2,800,000  1,568,000
Horizon Cellular Telephone 
0%, 10/1/00 (d)  Caa  6,800,000  4,692,000
Mobilmedia Communications, Inc. 
0%, 12/1/03 (d)  B3  14,770,000  8,714,300
Nextel Communications, Inc. 
0%, 8/15/04 (d)  B3  10,750,000  6,181,250
Pagemart, Inc. 0%, 11/1/00 (f)  -  33,500  2,093,624
  26,032,374
TOTAL NONCONVERTIBLE BONDS   412,302,527
TOTAL CORPORATE BONDS
(Cost $428,989,427)   414,461,743
FOREIGN GOVERNMENT OBLIGATIONS - 0.9%
Argentina Republic, Brady euro 4%, 
3/31/23  (g) (Cost $5,659,375)  -  10,000,000  4,937,500
COLLATERALIZED MORTGAGE 
OBLIGATIONS - 0.9%
CS First Boston Mortgage Securities 
Corp. 6.4769%, 1/25/28 (f)  3,025,000  2,400,148
Nomura Asset Securities Corp. Commerical
Pass-Through Cert. Series 1994-MD1
Class B-1 8.4253%, 3/25/18   3,260,000  2,539,744
TOTAL COLLATERALIZED MORTGAGE 
OBLIGATIONS (Cost $5,509,522)   4,939,892 
   
  SHARES 
COMMON STOCKS - 2.1%
BASIC INDUSTRIES - 0.2%
IRON & STEEL - 0.2%
Algoma Steel, Inc.   86,068  808,881
CONSTRUCTION & REAL ESTATE - 0.1%
BUILDING MATERIALS - 0.0%
Adience, Inc.   84,365  84,365
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
CONSTRUCTION & REAL ESTATE - CONTINUED
CONSTRUCTION - 0.0%
Robertson Ceco Corp.   32,974 $ 94,800
REAL ESTATE - 0.1%
MBO Properties, Inc.  177,583  710,332
TOTAL CONSTRUCTION & REAL ESTATE   889,497
DURABLES - 0.1%
TEXTILES & APPAREL - 0.1%
Hat Brands, Inc. (a):
 (warrants) (e)  27,465  315,854
 Unit Trust  340,000  340,000
  655,854
ENERGY - 0.1%
OIL & GAS - 0.1%
Mesa, Inc.   133,212  749,318
FINANCE - 0.1%
SECURITIES INDUSTRY - 0.1%
ECM Corp. LP interest (f)  3,000  300,000
INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%
ELECTRICAL EQUIPMENT - 0.0%
Ampex Corp.:
 Class A (warrants) (a)  57,344  57,344
 Class C  286  290
  57,634
INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%
Terex Corp. (rights) (a)  3,150  3,150
Thermadyne Holdings Corp.   65,418  768,662
  771,812
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   829,446
MEDIA & LEISURE - 1.0%
BROADCASTING - 0.4%
Citicasters, Inc.   115,526  2,021,705
ENTERTAINMENT - 0.2%
Live Entertainment, Inc. (warrants) (a)(e):
 $2.00    232,000  232,000
 $2.72    221,765  221,765
Sun International Hotels Ltd.   15,285  382,125
  835,890
LODGING & GAMING - 0.3%
Bally Entertainment Corp.   102,017  663,111
Bally Gaming Intl., Inc. (warrants) (a)  90,000  652,500
Boyd Gaming Corp.   12,000  177,000
Resorts International, Inc.   130,480  122,325
Trump Plaza Holding Associates 
(warrants) (a)  270  175,500
  1,790,436
PUBLISHING - 0.0%
General Media, Inc. (warrants) (a)  1,310 $ 13,100
RESTAURANTS - 0.1%
American Restaurants Group 
Holdings, Inc.  5,557  138,925
Back Bay Restaurant Group, Inc.   45,986  609,315
  748,240
TOTAL MEDIA & LEISURE   5,409,371
NONDURABLES - 0.0%
BEVERAGES - 0.0%
Brown Bottling Co. (warrants) (a)  1,424  8,544
RETAIL & WHOLESALE - 0.2%
APPAREL STORES - 0.0%
Lamonts Apparel, Inc.   35,870  44,839
DRUG STORES - 0.0%
Thrifty Payless Holdings, Inc. Class C  71,250  160,313
GENERAL MERCHANDISE STORES - 0.0%
Hills Stores Co.   613  11,647
GROCERY STORES - 0.1%
FF Holdings Corp. (e)  33,900  67,800
Food 4 Less Holdings, Inc. (warrants) (a)  9,348  283,712
Grand Union Co. (warrants) (a)  342  206,911
  558,423
RETAIL & WHOLESALE, MISCELLANEOUS - 0.1%
Barrys Jewelers, Inc.   227,883  206,519
Barrys Jewelers, Inc. (warrants) (a)  5,697  1,424
Finlay Enterprises, Inc.   3,750  46,875
  254,818
TOTAL RETAIL & WHOLESALE   1,030,040
SERVICES - 0.1%
Scotsman Holdings, Inc.   15,281  199,938
Vestar/LPA Investment, Corp.  5,177  134,602
  334,540
UTILITIES - 0.0%
CELLULAR - 0.0%
Dial Page, Inc. (warrants) (a)(f)  4,321  43,210
ELECTRIC UTILITY - 0.0%
Eastern Utilities Associates  3  69
Northeast Utilities Associates (warrants) (a)  21,789  32,684
  32,753
GAS - 0.0%
UGI Corp. (warrants) (a)  14,033  15,787
TOTAL UTILITIES   91,750
TOTAL COMMON STOCKS
(Cost $9,993,794)   11,107,241
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
PREFERRED STOCKS - 5.8%
CONVERTIBLE PREFERRED STOCKS - 2.1%
BASIC INDUSTRIES - 0.3%
IRON & STEEL - 0.3%
Ico, Inc. $1.6875   76,000 $ 1,520,000
METALS & MINING - 0.0%
Kaiser Aluminum Corp. $0.96  12,200  123,525
TOTAL BASIC INDUSTRIES   1,643,525
INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%
ELECTRICAL EQUIPMENT - 0.1%
Ampex Corp. 8%   1,981  633,920
MEDIA & LEISURE - 0.0%
LODGING & GAMING - 0.0%
Bally Entertainment Corp., exchangeable   5,178  181,230
NONDURABLES - 0.9%
TOBACCO - 0.9%
RJR Nabisco Holdings Corp., depositary shares 
representing 1/4 share   750,000  4,687,500
SERVICES - 0.8%
La Petite Holdings Corp.   160,800  4,221,000
TOTAL CONVERTIBLE PREFERRED STOCKS   11,367,175
NONCONVERTIBLE PREFERRED STOCKS - 3.7%
BASIC INDUSTRIES - 0.0%
IRON & STEEL - 0.0%
Stelco, Inc. 7.76%  7,207  108,112
CONSTRUCTION & REAL ESTATE - 0.5%
CONSTRUCTION - 0.5%
UDC Homes, Inc. prime exchangeable  312,477  2,812,321
ENERGY - 0.9%
OIL & GAS - 0.9%
Gulf Canada Resources Ltd.:
 Series 1  1,890,742  4,608,684
 Series 2 (e)  31,009  81,399
  4,690,083
FINANCE - 0.8%
CREDIT & OTHER FINANCE - 0.8%
National Intergroup, Inc., $4.20 exchangeable   128,281  4,457,765
MEDIA & LEISURE - 0.9%
ENTERTAINMENT - 0.9%
Live Entertainment, Inc.  pay-in-kind  581,895  4,582,422
SERVICES - 0.0%
Town & Country Corp. exchangeable   4,000  26,000
TECHNOLOGY - 0.6%
ELECTRONICS - 0.6%
Berg Electronics Holding Corp. $3.4687   119,810 $ 2,995,250
TOTAL NONCONVERTIBLE PREFERRED 
STOCKS   19,671,953
TOTAL PREFERRED STOCKS
(Cost $32,352,967)   31,039,128
  PRINCIPAL 
  AMOUNT 
OTHER SECURITIES - 0.2%
PURCHASED BANK DEBT - 0.2%
Leslie Fay Cos., Inc:
 revolving loan  $ 685,855  534,963
 term loan  777,600  606,530
TOTAL OTHER SECURITIES
(Cost $1,190,769)   1,141,493 
  MATURITY 
  AMOUNT 
REPURCHASE AGREEMENTS - 12.5%
Investments in repurchase agreements, 
(U.S. Treasury obligations), in a joint 
trading account at 4.29% dated 
6/30/94 due 7/1/94  $ 67,060,990  67,053,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $550,748,854)  $ 534,679,997
LEGEND:
(c) Non-income producing.
(c) Standard & Poor's Corporation credit ratings are used in the absence of
a rating by Moody's Investors Service, Inc.
(c) Principal amount is stated in United States dollars unless otherwise
noted.
CAD - Canadian dollar
(c) Debt obligation initially issued in zero coupon form which converts to
coupon form at a specified rate and date.
(c) Restricted securities - Investment in securities not registered under
the Securities Act of 1933 (see Note 2 of Notes to Financial Statements). 
Additional information on each holding is as follows:
  ACQUISITION ACQUISITION
 SECURITY DATE COST
Cafeteria Operated LP 11%, 
 6/30/98  6/24/93 $ 5,600,000
FF Holdings Corp.  10/2/92 $ 135,753
Gulf Canada Resources Ltd. Series 2  10/15/93 $ 76,940
Hat Brands, Inc.:
 12 5/8%, 9/15/02  2/22/94 $ 680,000
 (warrants)  9/2/92  -
Insilco Corp. 9 1/2%, 7/1/97  7/14/93 $ 3,964,950
Leslie Fay Companies, Inc.:
 9.53%, 1/15/00  7/19/93 $ 512,312
 10.54%, 1/15/02  7/19/93 $ 404,156
Littlefield Co. 10%, 8/31/94  2/28/94 $ 2,750,000
Live Entertainment, Inc.:
 12%, 9/15/94   3/23/93 $ 6,897,420
 $2.00 (warrants)  3/23/93 $ 220,717
 $2.72 (warrants)  3/23/93 $ 131,863
New Street Capital Corp. unit 
 12%, 2/28/98  2/25/94 $ 1,060,000
Rexnord Holdings, Inc. 11 7/8%, 
 3/1/09  10/15/92 $ 495,000
(c) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $63,658,979 or 12.6% of net
assets.
(c) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
(c) Non-income producing-issuer filed for protection under the Federal
Bankruptcy Code or is in default of interest payment. 
OTHER INFORMATION:
Purchases and sales of securities, other than short-term securities,
aggregated $428,458,888 and $299,123,580, respectively.
The composition of long-term debt holdings as a percentage of total value
of investment in securities, is as follows (ratings are unaudited):
 MOODY'S S&P
 RATINGS RATINGS
Aaa, Aa, A 0.0%  AAA, AA, A 0.0%
Baa  0.0%  BBB 0.0%
Ba  3.6%  BB 10.6%
B  41.0%  B 29.4%
Caa  9.3%  CCC 8.1%
Ca, C  1.2%  CC, C 0.3%
    D 1.2%
The percentage not rated by either S&P or Moody's amounted to 23.0%
including long-term debt categorized as other securities. FMR has
determined that unrated debt securities that are lower quality account for
23.0% of the total value of investment in securities.
INCOME TAX INFORMATION: 
At June 30, 1994, the aggregate cost of investment securities for income
tax purposes was $550,766,143. Net unrealized depreciation aggregated
$16,086,146, of which $7,274,646 related to appreciated investment
securities and $23,360,792 related to depreciated investment securities. 
FIDELITY INVESTMENTS
PUBLISHING OPERATION
617-330-0126
 
FIDELITY MAGELLAN FUND
 
   
 
 
Statement of Assets and Liabilities
 
 
DRAFT
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                <C>            <C>             
June 30, 1994 (Unaudited)                                                                                                         
 
ASSETS                                                                                                                             
 
Investment in securities, at value (including repurchase agreements of $67,053,000) (cost $550,748,854)             $ 534,679,997   
(Notes 1 and 2) - See accompanying schedule                                                                                        
 
Cash                                                                                                                 788            
 
Receivable for investments sold                                                                                      9,908,486      
 
Receivable for fund shares sold                                                                                      405,697        
 
Dividends receivable                                                                                                 176,758        
 
Interest receivable                                                                                                  7,384,537      
 
Other receivables                                                                                                    6,747          
 
 Total assets                                                                                                        552,563,010    
 
LIABILITIES                                                                                                                       
 
Payable for investments purchased                                                                   $ 20,648,858                   
 
Payable for fund shares redeemed                                                                    26,148,135                    
 
Accrued management fee                                                                               268,553                       
 
Other payables and accrued expenses                                                                   56,573                        
 
 Total liabilities                                                                                                  47,122,119     
 
NET ASSETS                                                                                                          $ 505,440,891   
 
Net Assets consist of (Note 1):                                                                                             
 
Paid in capital                                                                                                     $ 495,787,184   
 
Undistributed net investment income                                                                                19,554,039     
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions                 6,168,604      
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies         (16,068,936)   
 
NET ASSETS, for 46,913,230 shares outstanding                                                                      $ 505,440,891   
 
NET ASSET VALUE, offering price and redemption price per share ($505,440,891 (divided by) 46,913,230 shares)       $10.77         
 
</TABLE>
 
Statement of Operations
 
 
DRAFT
 
<TABLE>
<CAPTION>
<S>                                                                <C>             <C>             
Six Months Ended June 30, 1994 (Unaudited)                                                         
 
INVESTMENT INCOME                                                                  $ 1,043,394     
Dividends                                                                                          
 
Interest                                                                            20,439,827     
 
 Total income                                                                       21,483,221     
 
EXPENSES                                                                                           
 
Management fee (Note 3)                                            $ 1,468,345                     
 
Transfer agent fees (Note 3)                                        74,875                         
 
Accounting fees and expenses (Note 3)                               96,372                         
 
Non-interested trustees' compensation                               1,597                          
 
Custodian fees and expenses                                         539                            
 
Registration fees                                                   14                             
 
Audit                                                               17,670                         
 
Legal                                                               593                            
 
Interest (Notes 4 and 5)                                            11,576                         
 
Miscellaneous                                                       1,214                          
 
 Total expenses                                                                     1,672,795      
 
Net investment income                                                               19,810,426     
 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 1)                                        
Net realized gain (loss) on:                                                                       
 
 Investment securities                                              6,367,152                      
 
 Foreign currency transactions                                      (4,055)         6,363,097      
 
Change in net unrealized appreciation (depreciation) on:                                           
 
 Investment securities                                              (32,443,869)                   
 
 Assets and liabilities in foreign currencies                       (79)            (32,443,948)   
 
Net gain (loss)                                                                     (26,080,851)   
 
Net increase (decrease) in net assets resulting from operations                    $ (6,270,425)   
 
</TABLE>
 
Statement of Changes in Net Assets
 
 
DRAFT
  SIX MONTHS ENDED    
  JUNE 30, 1994   YEAR ENDED 
INCREASE (DECREASE) IN NET ASSETS  (UNAUDITED)   DECEMBER 31, 1993 
 
<TABLE>
<CAPTION>
<S>                                                                                              <C>              <C>              
Operations                                                                                       $ 19,810,426     $ 29,828,034     
Net investment income                                                                                                              
 
 Net realized gain (loss)                                                                         6,363,097        16,098,896      
 
 Change in net unrealized appreciation (depreciation)                                             (32,443,948)     14,925,422      
 
 Net increase (decrease) in net assets resulting from operations                                  (6,270,425)      60,852,352      
 
Distributions to shareholders:                                                                    (30,631,598)     (16,615,684)    
From net investment income                                                                                                         
 
 In excess of net investment income                                                               -                (748,060)       
 
 From net realized gain                                                                           (15,525,605)     (1,255,210)     
 
 Total distributions                                                                              (46,157,203)     (18,618,954)    
 
Share transactions                                                                                306,052,082      445,327,008     
Net proceeds from sales of shares                                                                                                  
 
 Reinvestment of distributions                                                                    46,157,203       18,618,954      
 
 Cost of shares redeemed                                                                          (258,272,071)    (242,839,207)   
 
 Net increase (decrease) in net assets resulting from share transactions                          93,937,214       221,106,755     
 
  Total increase (decrease) in net assets                                                         41,509,586       263,340,153     
 
NET ASSETS                                                                                                                         
 
 Beginning of period                                                                              463,931,305      200,591,152     
 
 End of period (including undistributed net investment income of $19,554,039 and $29,661,902,    $ 505,440,891    $ 463,931,305    
respectively)                                                                                                                      
 
OTHER INFORMATION                                                                                                                  
Shares                                                                                                                             
 
 Sold                                                                                             27,213,694       40,016,073      
                                                                                                                                   
 
 Issued in reinvestment of distributions                                                          4,073,892        1,809,421       
 
 Redeemed                                                                                         (23,083,518)     (21,658,432)    
 
 Net increase (decrease)                                                                          8,204,068        20,167,062      
 
</TABLE>
 
Financial Highlights
 
 
DRAFT
    
 SIX MONTHS ENDED   
 JUNE 30, 1994  YEARS ENDED DECEMBER 31, 
 (UNAUDITED)  1993   1992   1991   1990   1989  
 
<TABLE>
<CAPTION>
<S>                                              <C>         <C>         <C>         <C>        <C>        <C>        
SELECTED PER-SHARE DATA                                                                                               
 
Net asset value, beginning of period             $ 11.990    $ 10.820    $ 9.550     $ 7.070    $ 8.110    $ 9.660    
 
Income from Investment Operations                 .381        .728        .790        .890       .858       1.202     
Net investment income                                                                                                 
 
 Net realized and unrealized gain (loss)          (.501)      1.332       1.290       1.590      (1.040)    (1.550)   
 
 Total from investment operations                 (.120)      2.060       2.080       2.480      (.182)     (.348)    
 
Less Distributions                                (.730)      (.794)      (.810)      -          (.858)     (1.202)   
From net investment income                                                                                            
 
 In excess of net investment income               -           (.036)      -           -          -          -         
 
 From net realized gain on investments            (.370)      (.060)      -           -          -          -         
 
 Total distributions                              (1.100)     (.890)      (.810)      -          (.858)     (1.202)   
 
Net asset value, end of period                   $ 10.770    $ 11.990    $ 10.820    $ 9.550    $ 7.070    $ 8.110    
 
TOTAL RETURN B, C                                 (1.45)%     20.40%      23.17%      35.08%     (2.23)%    (4.17)%   
 
RATIOS AND SUPPLEMENTAL DATA                                                                                          
 
Net assets, end of period (000 omitted)          $ 505,441   $ 463,931   $ 200,591   $ 70,060   $ 29,990   $ 33,747   
 
Ratio of expenses to average net assets D         .70%A       .64%        .67%        .97%       1.00%      .93%      
 
Ratio of expenses to average net assets           .70%A       .66%        .67%        .97%       1.12%      .93%      
before expense reductions D                                                                                           
 
Ratio of net investment income to average net     8.32%A      8.69%       10.98%      12.94%     11.36%     12.94%    
assets                                                                                                                
 
Portfolio turnover rate                           139%A       155%        160%        154%       156%       124%      
 
</TABLE>
 
1. ANNUALIZED
2. TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
3. THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
4. SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS.
VARIABLE INSURANCE PRODUCTS FUND: EQUITY-INCOME PORTFOLIO
INVESTMENTS/JUNE 30, 1994 (UNAUDITED)
(SHOWING PERCENTAGE OF TOTAL VALUE OF INVESTMENT IN 
SECURITIES)
 
 
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - 79.0%
AEROSPACE & DEFENSE - 0.4%
DEFENSE ELECTRONICS - 0.4%
Loral Corp.   199,000 $ 6,965,000
BASIC INDUSTRIES - 12.4%
CHEMICALS & PLASTICS - 9.5%
Akzo NV Ord.   103,100  11,059,871
du Pont (E.I.) de Nemours & Co.   252,500  14,739,671
Eastman Chemical Co.   259,800  12,405,450
GEON     254,400  6,614,400
Georgia Gulf Corp. (a)  196,100  6,716,425
Grace (W.R.) & Co.   229,100  9,135,363
Great Lakes Chemical Corp.   230,100  12,454,163
Hercules, Inc.   30,700  3,284,900
Hoechst AG Ord.   49,300  10,062,175
Imperial Chemical Industries PLC:
ADR    61,000  2,897,500
 Ord.    360,700  4,327,275
Lyondell Petrochemical Co.   379,000  9,332,875
Methanex Corp. (a)  512,500  5,974,382
Nalco Chemical Co.   359,100  11,446,313
OM Group, Inc. (a)  331,900  6,638,000
Olin Corp.   101,600  5,473,700
Rohm & Haas Co.   31,400  1,954,650
Union Carbide Corp.   758,800  20,297,900
Witco Corp.   208,500  6,202,875
  161,017,888
IRON & STEEL - 0.3%
Avesta Sheffield AB Ord. free shares (a)  193,700  1,315,707
Lukens, Inc.   136,500  4,470,375
  5,786,082
METALS & MINING - 1.8%
Alcan Aluminium Ltd.   548,900  12,400,595
Outokumpu OY Class A (a)  84,000  1,368,707
Reynolds Metals Co.   335,900  16,123,200
  29,892,502
PACKAGING & CONTAINERS - 0.0%
Ball Corp.   23,332  606,632
PAPER & FOREST PRODUCTS - 0.8%
Champion International Corp.   235,100  7,728,913
Temple-Inland, Inc.   129,400  6,162,675
  13,891,588
TOTAL BASIC INDUSTRIES   211,194,692
CONGLOMERATES - 0.6%
Dial Corp. (The)  60,500  2,586,375
United Technologies Corp.   120,600  7,748,550
  10,334,925
CONSTRUCTION & REAL ESTATE - 1.3%
REAL ESTATE - 0.1%
South West Property Trust, Inc.   134,200 $ 1,643,950
REAL ESTATE INVESTMENT TRUSTS - 1.2%
Amli Residential Properties Trust (SBI)  73,000  1,569,500
Camden Property Trust (SBI) (a)  148,300  3,633,350
Debartolo Realty Corp.   211,900  3,099,038
Liberty Property Trust (SBI)   79,400  1,588,000
Nationwide Health Properties, Inc.   31,400  1,224,600
Simon Properties Group, Inc. (a)  118,200  3,147,075
Smith (Charles E.) Residential Realty, Inc.   185,000  4,740,679
Vornado Realty Trust  58,100  2,120,650
  21,122,892
TOTAL CONSTRUCTION & REAL ESTATE   22,766,842
DURABLES - 1.8%
AUTOS, TIRES, & ACCESSORIES - 0.9%
Autoliv AB (a)(e)  90,000  2,045,588
BMW AG  (a)  14,981  7,360,975
Johnson Controls, Inc.   125,600  6,075,900
  15,482,463
TEXTILES & APPAREL - 0.9%
Kellwood Co.   217,100  4,640,513
Liz Claiborne, Inc.   333,400  6,668,000
Unifi, Inc.   127,800  2,987,325
Westpoint Stevens, Inc. Class A (a)  3,800  52,963
  14,348,801
TOTAL DURABLES   29,831,264
ENERGY - 10.1%
ENERGY SERVICES - 3.3%
Halliburton Co.   354,400  11,961,000
Helmerich & Payne, Inc.   130,400  3,455,600
McDermott International, Inc.   401,800  10,045,000
Schlumberger Ltd.   506,300  29,935,003
  55,396,603
OIL & GAS - 6.8%
Amerada Hess Corp.   403,300  19,862,525
British Petroleum PLC ADR  708,800  50,856,400
Burlington Resources, Inc.   127,900  5,291,863
Chevron Corp.   169,000  7,076,875
Coastal Corp. (The)  165,100  4,457,700
Mobil Corp.   155,400  12,684,525
Murphy Oil Corp.   98,700  4,219,425
Royal Dutch Petroleum Co.   70,100  7,334,213
Total Compagnie Francaise des Petroles 
Class B  70,000  4,032,329
  115,815,855
TOTAL ENERGY   171,212,458
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
FINANCE - 13.0%
BANKS - 4.8%
Banc One Corp.   474,370 $ 16,247,219
Bank of New York Co., Inc.   589,700  17,027,588
Chase Manhattan Corp.   184  7,038
Chemical Banking Corp.   462,200  17,794,700
Comerica, Inc.   258,900  7,313,925
First Chicago Corp.   122,200  5,880,875
First Fidelity Bancorporation  21  974
Fleet Financial Group, Inc.   141,000  5,322,750
NationsBank Corp.   136,619  7,018,801
Regions Financial Corp.   156,200  5,447,475
Signet Banking Corp.   628  25,356
  82,086,701
CREDIT & OTHER FINANCE - 3.0%
American Express Co.   816,600  21,027,450
Beneficial Corp.   47,200  1,722,800
Dean Witter Discover & Co.   419,600  15,735,000
Equitable Companies, Inc. (a)  129,200  2,293,300
GFC Financial Corp.   311,750  10,404,656
Household International, Inc.   41  1,394
  51,184,600
FEDERAL SPONSORED CREDIT - 1.9%
Federal Home Loan Mortgage Corporation  137,400  8,312,700
Federal National Mortgage Association  285,300  23,822,550
  32,135,250
INSURANCE - 2.5%
Allstate Corp.   319,900  7,597,625
General Re Corp.   133,000  14,497,000
SAFECO Corp.   135,100  7,514,938
Travelers, Inc. (The)  420,633  13,565,425
  43,174,988
SAVINGS & LOANS - 0.6%
Ahmanson (H.F.) & Co.   198,900  3,754,238
GP Financial Corp. (a)  262,600  5,842,850
  9,597,088
SECURITIES INDUSTRY - 0.2%
Lehman Brothers Holdings, Inc.   227,240  3,437,005
TOTAL FINANCE   221,615,632
HEALTH - 10.8%
DRUGS & PHARMACEUTICALS - 6.9%
Allergan, Inc.   615,500  13,310,188
American Cyanamid Co.   751,100  42,061,600
Lilly (Eli) & Co.   229,500  13,052,813
Pfizer, Inc.   363,000  22,914,375
Schering-Plough Corp.   239,900 $ 14,693,875
Warner-Lambert Co.   154,900  10,223,400
  116,256,251
MEDICAL EQUIPMENT & SUPPLIES - 3.9%
Baxter International, Inc.   561,000  14,726,250
Becton, Dickinson & Co.   137,900  5,636,663
Bergen Brunswig Corp. Class A  304,000  5,092,000
Johnson & Johnson  230,100  9,865,538
Mallinckrodt Group, Inc.   376,900  12,249,250
McKesson Corp.   46,200  3,332,175
St. Jude Medical, Inc.   451,100  14,660,750
  65,562,626
TOTAL HEALTH   181,818,877
INDUSTRIAL MACHINERY & EQUIPMENT - 4.5%
ELECTRICAL EQUIPMENT - 2.3%
General Electric Co.   851,000  39,677,875
INDUSTRIAL MACHINERY & EQUIPMENT - 0.9%
Caterpillar, Inc.   87,100  8,710,000
Parker-Hannifin Corp.   143,000  6,095,375
  14,805,375
POLLUTION CONTROL - 1.3%
Browning-Ferris Industries, Inc.   385,300  11,703,488
Safety Kleen Corp.   23,400  397,800
WMX Technologies, Inc.   344,400  9,126,600
  21,227,888
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   75,711,138
MEDIA & LEISURE - 0.5%
ENTERTAINMENT - 0.2%
Cedar Fair LP   131,100  4,227,975
PUBLISHING - 0.3%
Houghton Mifflin Co.   109,500  4,845,375
TOTAL MEDIA & LEISURE   9,073,350
NONDURABLES - 5.8%
FOODS - 1.0%
ConAgra, Inc.   413,300  12,605,650
Dole Food, Inc.   168,200  4,541,400
  17,147,050
HOUSEHOLD PRODUCTS - 0.4%
Premark International, Inc.   91,900  6,915,475
TOBACCO - 4.4%
Philip Morris Companies, Inc.   958,900  49,383,350
RJR Nabisco Holdings Corp. (a)  2,329,400  14,267,575
UST, Inc.   396,800  10,763,200
  74,414,125
TOTAL NONDURABLES   98,476,650
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
RETAIL & WHOLESALE - 5.3%
APPAREL STORES - 1.4%
Charming Shoppes, Inc.   231,700 $ 2,172,188
Limited, Inc. (The)  458,800  7,914,300
Melville Corp.   317,100  12,287,625
Ross Stores, Inc. (a)  25,500  372,938
  22,747,051
GENERAL MERCHANDISE STORES - 1.7%
Bradlees, Inc.   33,600  478,800
Dayton Hudson Corp.   108,200  8,764,200
Mercantile Stores Co., Inc.   90,300  2,900,888
Sears, Roebuck & Co.   246,000  11,808,000
Wal-Mart Stores, Inc.   209,400  5,077,950
  29,029,838
GROCERY STORES - 2.0%
Fleming Companies, Inc.   485,178  13,463,690
Great Atlantic & Pacific Tea Co., Inc.   254,900  5,480,350
Supervalu, Inc.   512,100  15,491,025
  34,435,065
RETAIL & WHOLESALE, MISCELLANEOUS - 0.2%
Duty Free International, Inc.   274,000  2,911,250
TOTAL RETAIL & WHOLESALE   89,123,204
SERVICES - 1.3%
PRINTING - 1.1%
Alco Standard Corp.   153,500  8,768,688
Donnelley (R.R.) & Sons Co.   367,800  10,206,450
  18,975,138
SERVICES - 0.2%
Jostens, Inc.   178,200  2,873,475
TOTAL SERVICES   21,848,613
TECHNOLOGY - 2.6%
COMPUTERS & OFFICE EQUIPMENT - 1.9%
International Business Machines Corp.   291,300  17,113,875
Xerox Corp.   161,400  15,776,850
  32,890,725
PHOTOGRAPHIC EQUIPMENT - 0.7%
Polaroid Corp.   345,000  10,996,875
TOTAL TECHNOLOGY   43,887,600
TRANSPORTATION - 1.4%
RAILROADS - 1.2%
CSX Corp.   110,900  8,372,950
Canadian Pacific Ltd. Ord.   553,800  8,157,363
Union Pacific Corp.   60,400  3,420,150
  19,950,463
TRUCKING & FREIGHT - 0.2%
Yellow Corp.   228,800 $ 3,975,400
TOTAL TRANSPORTATION   23,925,863
UTILITIES - 7.2%
ELECTRIC UTILITY - 1.7%
DPL, Inc.   247,325  4,884,669
Entergy Corp.   316,000  7,821,000
Illinova Corp.   194,400  3,645,000
Veba Vereinigte Elektrizetaets & Bergwerks 
AG Ord.   39,900  12,529,623
  28,880,292
GAS - 0.2%
Consolidated Natural Gas Co.   40,200  1,517,550
Pacific Enterprises  83,700  1,663,538
  3,181,088
TELEPHONE SERVICES - 5.3%
Ameritech Corp.   236,000  9,027,000
BellSouth Corp.   209,000  12,905,750
Koninklijke PTT Nederland (e)  104,400  2,925,898
NYNEX Corp.   326,500  12,366,188
Rochester Telephone Corp.   468,600  10,602,075
Southwestern Bell Corp.   433,300  18,848,550
Telefonica de Espana SA Ord.   494,100  6,668,374
Telefonica de Espana SA sponsored ADR  103,400  4,161,850
U.S. West, Inc.   308,200  12,905,875
  90,411,560
TOTAL UTILITIES   122,472,940
TOTAL COMMON STOCKS
(Cost $1,295,677,886)   1,340,259,048
PREFERRED STOCKS - 2.1%
CONVERTIBLE PREFERRED STOCKS - 1.9%
BASIC INDUSTRIES - 0.2%
METALS & MINING - 0.2%
Alumax, Inc., Series A, $4.00   20,566  2,365,090
Reynolds Metals Co. $3.31   32,700  1,630,913
  3,996,003
ENERGY - 0.2%
ENERGY SERVICES - 0.2%
Chiles Offshore Corp. $1.50 (a)  119,100  2,709,525
NONDURABLES - 0.4%
TOBACCO - 0.4%
RJR Nabisco Holdings Corp., Series A, 
depositary shares representing 1/4 share  1,113,000  6,956,250
  VALUE MOODY'S PRINCIPAL VALUE
 SHARES (NOTE 1) RATINGS (C) AMOUNT (D) (NOTE 1)
PREFERRED STOCKS - CONTINUED
CONVERTIBLE PREFERRED - CONTINUED
RETAIL & WHOLESALE - 0.5%
APPAREL STORES - 0.5%
TJX Companies, Inc., Series C, $3.125  147,300 $ 7,788,488
SERVICES - 0.2%
PRINTING - 0.2%
Alco Standard Corp., Series AA, $2.30 (a)  62,000  4,154,000
TRANSPORTATION - 0.4%
RAILROADS - 0.4%
Burlington Northern Railroad Co. 6.2%  111,100  7,027,075
TOTAL CONVERTIBLE PREFERRED STOCKS   32,631,341
NONCONVERTIBLE PREFERRED STOCKS - 0.2%
FINANCE - 0.2%
BANKS - 0.2%
Riggs National Corp.   136,300  3,305,275
MEDIA & LEISURE - 0.0%
ENTERTAINMENT - 0.0%
Live Entertainment, Inc., Series B,  
pay-in-kind (a)  8,555  67,371
UTILITIES - 0.0%
ELECTRIC UTILITY - 0.0%
Gulf States Utilities Co., Series B, ARP  631  31,392
TOTAL NONCONVERTIBLE PREFERRED STOCKS  3,404,038
TOTAL PREFERRED STOCKS
(Cost $38,654,900)   36,035,379
 MOODY'S PRINCIPAL VALUE
 RATINGS (C) AMOUNT (D) (NOTE 1)
CORPORATE BONDS - 3.3%
CONVERTIBLE BONDS - 0.7%
CONSTRUCTION & REAL ESTATE - 0.2%
REAL ESTATE INVESTMENT TRUSTS - 0.2%
Centerpoint Properties 8.22%, 
1/15/04  - $ 1,510,000  1,676,100
Liberty Property Limited Partnership 
8%, 7/1/01   -  750,000  746,250
Sizeler Property Investors, Inc.
8%, 7/15/03  -  1,500,000  1,485,000
  3,907,350
DURABLES - 0.3%
TEXTILES & APPAREL - 0.3%
Interface, Inc. 8%, 9/15/13   Ba3 $ 1,179,000 $ 1,102,365
Unifi, Inc. 6%, 3/15/02   Baa1  3,990,000  3,975,037
  5,077,402
ENERGY - 0.0%
ENERGY SERVICES - 0.0%
Lone Star Technologies, Inc. euro 
8%, 8/27/02   -  290,000  234,900
FINANCE - 0.2%
BANKS - 0.2%
Bank of Boston Corp. 7 3/4%, 
6/15/11   Baa2  1,242,000  1,363,095
Bank of New York Co., Inc. 7 1/2%, 
8/15/01   Baa1  1,150,000  1,714,937
  3,078,032
RETAIL & WHOLESALE - 0.0%
RETAIL & WHOLESALE, MISCELLANEOUS - 0.0%
Fabri-Centers of America, Inc. 
6 1/4%, 3/1/02   B2  250,000  192,500
TOTAL CONVERTIBLE BONDS   12,490,184
NONCONVERTIBLE BONDS - 2.6%
AEROSPACE & DEFENSE - 0.1%
DEFENSE ELECTRONICS - 0.1%
Trancor, Inc. 10 7/8%, 8/15/01  B2  1,220,000  1,244,400
BASIC INDUSTRIES - 1.0%
CHEMICALS & PLASTICS - 0.6%
IMC Fertilizer Group, Inc. 9 1/4, 
10/1/00  B3  10,540,000  10,013,000
PACKAGING & CONTAINERS - 0.0%
Owens Illinois, Inc. 10 1/4%, 
4/1/99  B2  350,000  351,750
PAPER & FOREST PRODUCTS - 0.4%
Stone Container Corp. 9 7/8%, 
2/1/01  B1 $ 7,760,000  7,178,000
TOTAL BASIC INDUSTRIES   17,542,750
CONGLOMERATES - 0.1%
Coltec Industries, Inc. 10 1/4%, 
4/1/02  B1  910,000  919,100
DURABLES - 0.6%
TEXTILES & APPAREL - 0.6%
Westpoint Stevens, Inc.:
8 3/4%, 12/15/01  B1  2,660,000  2,427,250
 9 3/8%, 12/15/05  B3  7,850,000  7,123,875
  9,551,125
 MOODY'S PRINCIPAL VALUE MOODY'S PRINCIPAL VALUE
 RATINGS (B) AMOUNT (C) (NOTE 1) RATINGS (B) AMOUNT (C) (NOTE 1)
CORPORATE BONDS - CONTINUED
NONCONVERTIBLE BONDS - CONTINUED
FINANCE - 0.2%
BANKS - 0.0%
Signet Banking Corp.: 
5 1/4%, 5/15/97 (f)  Baa1 $ 340,000 $ 339,150
 5 1/4%, 4/15/98 (f)  Baa1  190,000  189,525
  528,675
CREDIT & OTHER FINANCE - 0.2%
Chrysler Financial Corp. 9 1/2%, 
12/15/99  A3  2,990,000  3,222,891
TOTAL FINANCE   3,751,566
INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%
Joy Technologies, Inc. 10 1/4%, 
9/1/03  B1  3,020,000  2,948,275
MEDIA & LEISURE - 0.1%
BROADCASTING - 0.0%
Turner Broadcasting System, Inc. 
12%, 10/15/01  B1  60,000  63,524
ENTERTAINMENT - 0.0%
Live Entertainment, Inc. 10%, 
9/1/98  -  56,900  46,658
LODGING & GAMING - 0.1%
Host Marriott Corp.:
9 1/8%, 12/1/00  B1  840,000  831,600
 9 7/8%, 5/1/01  B1  290,000  290,000
 10 1/2%, 5/1/06  B1  630,000  630,000
  1,751,600
TOTAL MEDIA & LEISURE   1,861,782
NONDURABLES - 0.3%
BEVERAGES - 0.3%
Canandaigua Wine, Inc. 8 3/4%, 
12/15/03  B1 $ 5,700,000  5,044,500
UTILITIES - 0.0%
GAS - 0.0%
Columbia Gas Systems Inc. 9.91%, 
5/28/20 (b)  -  170,000  207,400
Ferrellgas, Inc. 12%, 8/1/96  Ba3  110,000  119,350
SFP Pipeline Holdings, Inc.
exchangeable 0%, 8/15/10 (f)  Baa3  470,000  573,400
  900,150
TOTAL NONCONVERTIBLE BONDS   43,763,648
TOTAL CORPORATE BONDS
(Cost $58,651,982)   56,253,832
FOREIGN GOVERNMENT OBLIGATIONS - 1.1%
French Government OAT 8 1/2%, 
4/25/03 (Cost $17,404,049)  Aaa FRF 91,000,000 $ 17,815,543
U.S. TREASURY OBLIGATIONS - 6.7%
Bills, yield at date of purchase 4.23%,
9/29/94 (Cost $113,795,532)    115,000,000  113,809,750
  MATURITY 
  AMOUNT 
REPURCHASE AGREEMENTS - 7.8%
Investments in repurchase agreements, 
(U.S. Treasury obligations), in a joint 
trading account at 4.29% dated 
6/30/94 due 7/1/94  $ 132,955,842  132,940,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,657,124,349)  $ 1,697,113,552
LEGEND:
(c) Non-income producing
(c) Non-income producing - issuer filed for protection under the Federal
Bankruptcy Code or is in default of interest payment.
(c) Standard & Poor's Corporation credit ratings are used in the absence of
a rating by Moody's Investors Service, Inc.
(c) Principal amount is stated in United States dollars unless otherwise
noted.
FRF - French franc
(c) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $4,971,486 or 0.3% of net
assets.
(c) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
OTHER INFORMATION:
Purchases and sales of securities, other than short-term securities,
aggregated $1,244,362,972 and $912,463,930, respectively.
Distribution of investments by country of issue, as a percentage of total
value of investment in securities, is as follows:
United States   89.7%
United Kingdom   3.4
Germany   1.8
Canada   1.6
France   1.3
Netherlands   1.3
Others (individually less than 1%)   0.9
TOTAL   100.0%
INCOME TAX INFORMATION: 
At June 30, 1994, the aggregate cost of investment securities for income
tax purposes was $1,657,389,427. Net unrealized appreciation aggregated
$39,724,125, of which $88,443,685 related to appreciated investment
securities and $48,719,560 related to depreciated investment securities. 
   
 
 
Statement of Assets and Liabilities
 
 
DRAFT
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                               <C>            <C>               
June 30, 1994 (Unaudited)                                                                                                         
 
ASSETS                                                                                                                             
 
Investment in securities, at value (including repurchase agreements of $132,940,000) (cost                        $ 1,697,113,552   
$1,657,124,349) (Notes 1 and 2) - See accompanying schedule                                                                      
 
Cash                                                                                                               400              
 
Receivable for investments sold                                                                                    39,370,751       
 
Receivable for fund shares sold                                                                                    4,720,207        
 
Dividends receivable                                                                                               4,442,444        
 
Interest receivable                                                                                                1,529,321        
 
 Total assets                                                                                                     1,747,176,675    
 
LIABILITIES                                                                                                                       
 
Payable for investments purchased                                                                  $ 57,354,439                     
 
Payable for fund shares redeemed                                                                    801,179                         
 
Accrued management fee                                                                              729,950                         
 
Other payables and accrued expenses                                                                 162,210                         
 
 Total liabilities                                                                                                 59,047,778       
 
NET ASSETS                                                                                                        $ 1,688,128,897   
 
Net Assets consist of (Note 1):                                                                                                  
 
Paid in capital                                                                                                   $ 1,583,785,798   
 
Undistributed net investment income                                                                               1,188,175        
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions               63,165,721       
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies        39,989,203       
 
NET ASSETS, for 115,063,918 shares outstanding                                                                    $ 1,688,128,897   
 
NET ASSET VALUE, offering price and redemption price per share ($1,688,128,897 (divided by) 115,063,918 shares)    $14.67           
 
</TABLE>
 
Statement of Operations
 
 
DRAFT
 
<TABLE>
<CAPTION>
<S>                                                                              <C>           <C>             
Six Months Ended June 30, 1994 (Unaudited)                                                                     
 
INVESTMENT INCOME                                                                              $ 20,156,412    
Dividends                                                                                                      
 
Interest                                                                                        6,234,337      
 
 Total income                                                                                   26,390,749     
 
EXPENSES                                                                                                       
 
Management fee (Note 3)                                                          $ 3,903,891                   
 
Transfer agent fees (Note 3)                                                      80,921                       
 
Accounting fees and expenses (Note 3)                                             297,231                      
 
Non-interested trustees' compensation                                             4,269                        
 
Custodian fees and expenses                                                       67,780                       
 
Registration fees                                                                 37                           
 
Audit                                                                             15,822                       
 
Legal                                                                             4,477                        
 
Miscellaneous                                                                     11,698                       
 
 Total expenses before reductions                                                 4,386,126                    
 
 Expense reductions (Note 6)                                                      (152,881)     4,233,245      
 
Net investment income                                                                           22,157,504     
 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 1)                                                    
Net realized gain (loss) on:                                                      67,295,058                   
Investment securities                                                                                          
 
 Foreign currency transactions                                                    (7,649)       67,287,409     
 
Change in net unrealized appreciation (depreciation) on investment securities                   (76,239,276)   
 
Net gain (loss)                                                                                 (8,951,867)    
 
Net increase (decrease) in net assets resulting from operations                                $ 13,205,637    
 
</TABLE>
 
Statement of Changes in Net Assets
 
 
DRAFT
  SIX MONTHS ENDED    
  JUNE 30, 1994   YEAR ENDED 
INCREASE (DECREASE) IN NET ASSETS  (UNAUDITED)   DECEMBER 31, 1993 
 
<TABLE>
<CAPTION>
<S>                                                                                               <C>               <C>             
 
Operations                                                                                        $ 22,157,504      $ 27,285,969    
 
Net investment income                                                                                                               
 
 
 Net realized gain (loss)                                                                          67,287,409        70,742,090     
 
 
 Change in net unrealized appreciation (depreciation)                                              (76,239,276)      46,208,348     
 
 
 Net increase (decrease) in net assets resulting from operations                                   13,205,637        144,236,407    
 
 
Distributions to shareholders:                                                                     (20,146,234)      (23,402,249)   
 
From net investment income                                                                                                          
 
 
 In excess of net investment                                                                       -                 (2,791,192)    
 
 
 From net realized gain                                                                            (68,533,800)      -              
 
 
 Total  distributions                                                                              (88,680,034)      (26,193,441)   
 
 
Share transactions                                                                                 468,185,104       665,403,591    
 
Net proceeds from sales of shares                                                                                                   
 
 
 Reinvestment of distributions                                                                     88,680,033        26,157,025     
 
 
 Cost of shares redeemed                                                                           (111,762,292)     (83,982,840)   
 
 
 Net increase (decrease) in net assets resulting from share transactions                           445,102,845       607,577,776    
 
 
  Total increase (decrease) in net assets                                                          369,628,448       725,620,742    
 
 
NET ASSETS                                                                                                                          
 
 
 Beginning of period                                                                               1,318,500,449     592,879,707    
 
 
 End of period (including under (over) distribution of net investment income of $1,188,175 and    $ 1,688,128,897   $ 1,318,500,449 
 
($823,095), respectively)                                                                                                           
 
 
OTHER INFORMATION                                                                                                                   
 
Shares                                                                                                                              
 
 
 Sold                                                                                              31,367,320        45,052,691     
 
                                                                                                                                    
 
 
 Issued in reinvestment of distributions                                                           5,902,998         1,761,238      
 
 
 Redeemed                                                                                          (7,616,262)       (5,646,913)    
 
 
 Net increase (decrease)                                                                           29,654,056        41,167,016     
 
 
</TABLE>
 
Financial Highlights
 
 
DRAFT
    
 SIX MONTHS ENDED   
 JUNE 30, 1994  YEARS ENDED DECEMBER 31, 
 (UNAUDITED)  1993   1992   1991   1990   1989  
SELECTED PER-SHARE DATA                                       
 
 
<TABLE>
<CAPTION>
<S>                                              <C>           <C>           <C>         <C>         <C>         <C>         
Net asset value, beginning of period             $ 15.44       $ 13.40       $ 11.85     $ 9.51      $ 12.29     $ 11.01     
 
Income from Investment Operations                                                                                            
 
 Net investment income                            .21           .37           .40         .50         .58         .60        
 
 Net realized and unrealized gain (loss)          (.02)         2.06          1.57        2.43        (2.38)      1.29       
 
 Total from investment operations                 .19           2.43          1.97        2.93        (1.80)      1.89       
 
Less Distributions                                                                                                           
 
 From net investment income                       (.19)         (.35)         (.42)       (.59)       (.59)       (.52)      
 
 In excess of net investment income               -             (.04)         -           -           -           -          
 
 From net realized gain                           (.77)         -             -           -           (.39)       (.09)      
 
 Total distributions                              (.96)         (.39)         (.42)       (.59)       (.98)       (.61)      
 
Net asset value, end of period                   $ 14.67       $ 15.44       $ 13.40     $ 11.85     $ 9.51      $ 12.29     
 
TOTAL RETURNB, C                                  1.15%         18.29%        16.89%      31.44%      (15.29)%    17.34%     
 
RATIOS AND SUPPLEMENTAL DATA                                                                                                 
 
Net assets, end of period (000 omitted)          $ 1,688,129   $ 1,318,500   $ 592,880   $ 282,171   $ 154,080   $ 142,572   
 
Ratio of expenses to average net assetsD          .57%A         .62%          .65%        .74%        .78%        .85%       
 
Ratio of expenses to average net assets           .59%A         .62%          .65%        .74%        -%          -%         
before expense reductionsD                                                                                                   
 
Ratio of net investment income to average net     2.98%A        2.87%         3.52%       4.83%       6.01%       5.82%      
assets                                                                                                                       
 
Portfolio turnover rate                           136%A         120%          74%         107%        94%         78%        
 
</TABLE>
 
1. ANNUALIZED
2. TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
3. THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
4. SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS.
VARIABLE INSURANCE PRODUCTS FUND: GROWTH PORTFOLIO
INVESTMENTS/JUNE 30, 1994 (UNAUDITED)
(SHOWING PERCENTAGE OF TOTAL VALUE OF 
INVESTMENT IN SECURITIES)
 
 
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - 86.2%
AEROSPACE & DEFENSE - 0.0%
Orbital Sciences Corporation (a)  11,200 $ 182,000
BASIC INDUSTRIES - 2.8%
CHEMICALS & PLASTICS - 1.5%
Airgas, Inc. (a)  288,200  7,601,275
du Pont (E.I.) de Nemours & Co.   90,000  5,253,750
GEON    59,000  1,534,000
Hanna (M.A.) Co.   150,000  3,806,250
Methanex Corp. (a)  91,900  1,071,309
Union Carbide Corp.   125,000  3,343,750
  22,610,334
IRON & STEEL - 0.9%
Birmingham Steel Corp.   133,000  3,591,000
Nucor Corp.   152,800  10,466,800
  14,057,800
PAPER & FOREST PRODUCTS - 0.4%
International Paper Co.   60,000  3,975,000
Weyerhaeuser Co.   60,000  2,400,000
  6,375,000
TOTAL BASIC INDUSTRIES   43,043,134
CONGLOMERATES - 0.7%
Allied-Signal, Inc.   125,000  4,328,125
Dial Corp. (The)  70,000  2,992,500
ITT Corp.   50,000  4,081,250
  11,401,875
CONSTRUCTION & REAL ESTATE - 1.3%
BUILDING MATERIALS - 0.2%
Tecumseh Products Co. Class A  30,400  1,413,600
York International Corp.   40,000  1,470,000
  2,883,600
CONSTRUCTION - 0.6%
Oakwood Homes Corp.   234,000  5,499,000
Redman Industries (a)  81,000  1,336,500
Schuler Homes, Inc. (a)  190,000  3,277,500
  10,113,000
ENGINEERING - 0.4%
Fluor Corp.   40,000  2,035,000
Glenayre Technologies, Inc.   110,000  4,317,500
  6,352,500
REAL ESTATE INVESTMENT TRUSTS - 0.1%
Liberty Property Trust SBI  43,000  860,000
TOTAL CONSTRUCTION & REAL ESTATE   20,209,100
DURABLES - 5.0%
AUTOS, TIRES, & ACCESSORIES - 3.1%
Autozone, Inc.  (a)  200,000 $ 4,875,000
Breed Technologies, Inc. (a)  150,000  4,162,500
Chrysler Corp.   150,000  7,068,750
Danaher Corp.   60,000  2,505,000
Ford Motor Co.   100,000  5,900,000
General Motors Corp.   225,000  11,306,250
Smith (A.O.) Corp. Class B  127,600  3,221,900
Suzuki Motor Corp.   225,000  2,990,866
TRW, Inc.   50,000  3,225,000
Toyota Motor Corp. ADR  65,000  2,900,625
  48,155,891
CONSUMER ELECTRONICS - 1.0%
Fossil, Inc.   90,000  1,800,000
Harman International Industries, Inc. (a)  176,900  4,422,500
Matsushita Electric Industrial Co. Ltd.   75,000  1,377,473
Newell Co.   35,000  1,618,750
Sony Corp. ADR  40,000  2,430,000
Whirlpool Corp.   80,000  4,200,000
  15,848,723
TEXTILES & APPAREL - 0.9%
Ashworth, Inc. (a)  150,000  1,256,250
Cygne Designs, Inc. (a)  45,000  967,500
Farah, Inc. (a)  125,400  1,739,925
Galey & Lord, Inc. (a)  65,600  1,115,200
Mohawk Industries Inc. (a)   92,900  1,625,750
Nine West Group, Inc.   60,000  1,560,000
St. John Knits  (a)  28,900  801,975
Tokyo Style Co. Ltd.   55,000  1,093,861
Tommy Hilfiger (a)  109,300  4,344,675
  14,505,136
TOTAL DURABLES   78,509,750
ENERGY - 2.4%
ENERGY SERVICES - 0.2%
Schlumberger Ltd.   49,100  2,903,038
OIL & GAS - 2.2%
Amerada Hess Corp.   56,200  2,767,850
Amoco Corp.   50,400  2,872,800
British Petroleum PLC ADR  50,000  3,587,500
Burlington Resources, Inc.   65,000  2,689,375
Canadian Natural Resources Ltd. (a)  163,300  2,331,593
Grad & Walker Energy Corp.   107,000  1,082,957
Inverness Petroleum Ltd. (a)  200,000  1,662,750
Murphy Oil Corp.   110,000  4,702,500
Northstar Energy Corp. (a)  223,200  2,501,065
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
ENERGY - CONTINUED
OIL & GAS - CONTINUED
Petromet Resources Ltd. Ord. (a)  205,000 $ 1,352,340
Renaissance Energy Ltd. (a)  52,900  1,104,274
Rio Alto Exploration Ltd. (a)  184,400  1,199,784
Summit Resources Ltd.   175,000  1,138,623
Unocal Corp.   150,000  4,293,750
YPF Sociedad Anonima sponsored ADR
representing Class D shares  74,600  1,781,075
  35,068,236
TOTAL ENERGY   37,971,274
FINANCE - 7.1%
BANKS - 2.6%
Bank of Boston Corp.   132,705  3,267,861
Bank of New York Co., Inc.   81,000  2,338,875
BankAmerica Corp.   50,000  2,287,500
Chemical Banking Corp.   100,000  3,850,000
Citicorp   75,378  3,005,698
First Union Corp.   40,000  1,845,000
Fleet Financial Group, Inc.   70,000  2,642,500
NationsBank Corp.   110,747  5,689,627
Norwest Corp.   150,000  3,918,750
PNC Financial Corp.   90,000  2,598,750
Shawmut National Corp.   135,000  2,970,000
Signet Banking Corp.   387  15,625
State Street Boston Corp.   115,000  4,441,875
Union Planters Corp.   45,000  1,203,750
  40,075,811
CREDIT & OTHER FINANCE - 0.3%
Dean Witter Discover & Co.   90,000  3,375,000
Mercury Finance Co.   50,000  825,000
  4,200,000
FEDERAL SPONSORED CREDIT - 2.8%
Federal Home Loan Mortgage Corporation  160,000  9,680,000
Federal National Mortgage Association  400,000  33,400,000
  43,080,000
INSURANCE - 0.2%
Travelers, Inc. (The)  75,000  2,418,750
SAVINGS & LOANS - 1.1%
Anchor Bancorp Inc. (a)  77,800  1,205,900
Brooklyn Bancorp, Inc.   44,000  1,540,000
Charter One Financial Corp.   167,700  3,395,925
Collective Bancorp, Inc.   102,800  2,261,600
Commercial Federal Corp. (a)  40,400  949,400
Dime Bancorp, Inc.   176,700  1,744,913
Great Western Financial Corp.   43,100  791,963
Standard Federal Bank  124,600 $ 3,115,000
Washington Mutual Savings Bank  125,000  2,578,125
  17,582,826
SECURITIES INDUSTRY - 0.1%
Nomura Securities Co. Ltd. (a)  80,000  1,932,014
TOTAL FINANCE   109,289,401
HEALTH - 4.4%
DRUGS & PHARMACEUTICALS - 2.4%
ALZA Corp. Class A  140,000  3,290,000
Amgen, Inc. (a)  60,000  2,572,500
COR Therapeutics, Inc. (a)  75,000  881,250
Cellpro, Inc. (a)  68,700  1,322,475
Cephalon, Inc. (a)  115,000  1,035,000
Creative Biomolecules, Inc. (a)  15,700  49,063
Elan PLC ADR  (a)  100,000  3,475,000
Genentech, Inc. (redeemable)(a)  50,000  2,462,500
Perspective Biosystems, Inc. (a)  50,000  812,500
Pfizer, Inc.   160,000  10,100,000
Schering-Plough Corp.   100,000  6,125,000
Warner-Lambert Co.   75,000  4,950,000
  37,075,288
MEDICAL EQUIPMENT & SUPPLIES - 0.1%
Mallinckrodt Group, Inc.   24,600  799,500
MEDICAL FACILITIES MANAGEMENT - 1.9%
Columbia/HCA Healthcare Corp.   160,025  6,000,938
Humana, Inc.   175,000  2,821,875
Lincare Holdings, Inc. (a)  55,500  1,075,313
U.S. Healthcare, Inc.   200,000  7,400,000
United HealthCare Corp.   225,000  10,012,500
Vencor, Inc. (a)  10,300  355,350
Vivra, Inc. (a)  85,000  2,040,000
  29,705,976
TOTAL HEALTH   67,580,764
INDUSTRIAL MACHINERY & EQUIPMENT - 4.6%
ELECTRICAL EQUIPMENT - 3.0%
Avid Technology, Inc. (a)  70,000  1,907,500
Duracell International, Inc.   64,200  2,503,800
General Electric Co.   700,000  32,637,500
Hitachi Cable Ltd. (a)  156,000  1,480,061
Mitsubishi Electric Co. Ord.   370,000  2,511,719
Oak Industries, Inc. (a)  125,000  2,484,375
Scientific-Atlanta, Inc.   90,900  3,124,688
  46,649,643
INDUSTRIAL MACHINERY & EQUIPMENT - 1.4%
AGCO Corp.   100,000  3,662,500
Caterpillar, Inc.   125,000  12,500,000
Nokia AB free shares  41,500  3,381,031
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
INDUSTRIAL MACHINERY & EQUIPMENT - CONTINUED
Perspective Technologies Corp. Unit Stock (a)  50,000 $ 912,500
TRINOVA Corp.   50,000  1,731,250
  22,187,281
POLLUTION CONTROL - 0.2%
Browning-Ferris Industries, Inc.   100,000  3,037,500
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   71,874,424
MEDIA & LEISURE - 4.0%
BROADCASTING - 1.8%
ACS Enterprises, Inc. (a)  30,000  375,000
Capital Cities/ABC, Inc.   70,000  4,978,750
Clear Channel Communications, Inc. (a)  60,050  2,259,381
Home Shopping Network, Inc. (a)  132,100  1,552,175
Infinity Broadcasting Corp. (a)  100,072  2,426,746
NTN Communications, Inc. (a)  50,000  331,250
Peoples Choice TV Corp. (a)  48,500  1,054,875
Scandinavian Broadcasting Corp. (a)  50,000  1,225,000
Tele-Communications, Inc. Class A (a)  450,000  9,168,750
Time Warner, Inc.   125,000  4,390,625
  27,762,552
ENTERTAINMENT - 0.7%
Carnival Cruise Lines, Inc. Class A  100,000  4,425,000
Disney (Walt) Co.   70,000  2,913,750
Royal Carribean Cruises Ltd.   150,000  4,162,500
  11,501,250
LEISURE DURABLES & TOYS - 0.6%
Callaway Golf Co.   97,100  3,786,900
Coachmen Industries, Inc.   120,400  1,505,000
Cobra Golf, Inc.   70,000  2,406,250
Coleman, Inc. (a)  50,000  1,500,000
  9,198,150
LODGING & GAMING - 0.5%
Hospitality Franchise Systems, Inc. (a)  43,600  1,068,200
La Quinta Motor Inns, Inc.   37,500  979,688
Marriott International, Inc.   90,000  2,396,250
Sholodge, Inc. (a)  188,000  3,854,000
  8,298,138
RESTAURANTS - 0.4%
Apple South, Inc.   215,000  3,117,500
Brinker International, Inc. (a)  55,000  1,155,000
Landry's Seafood Restaurants, Inc.   70,000  1,290,625
Uno Restaurant Corp. (a)  112,500  1,167,188
  6,730,313
TOTAL MEDIA & LEISURE   63,490,403
NONDURABLES - 0.4%
BEVERAGES - 0.1%
Snapple Beverage Corp. (a)  113,500 $ 2,298,375
HOUSEHOLD PRODUCTS - 0.3%
Gillette Company  45,000  2,930,625
Safeskin Corp. (a)  72,600  1,089,000
  4,019,625
TOTAL NONDURABLES   6,318,000
PRECIOUS METALS - 0.1%
American Barrick Resources Corp.   65,000  1,550,696
RETAIL & WHOLESALE - 8.6%
APPAREL STORES - 0.9%
Gap, Inc.   95,000  4,061,250
Gymboree Corp. (a)  55,200  2,180,400
Norton McNaughton, Inc.   125,000  2,531,250
One Price Clothing Stores, Inc. (a)  341,300  5,375,475
  14,148,375
GENERAL MERCHANDISE STORES - 2.2%
Michaels Stores, Inc. (a)  185,000  6,220,625
Penney (J.C.) Co., Inc.   90,000  4,882,500
Sears, Roebuck & Co.   150,000  7,200,000
Stein Mart, Inc. (a)  75,000  1,312,500
Wal-Mart Stores, Inc.   575,000  13,943,750
  33,559,375
GROCERY STORES - 0.2%
Starbucks Corp. (a)  130,000  3,282,500
RETAIL & WHOLESALE, MISCELLANEOUS - 5.3%
Bed Bath & Beyond, Inc. (a)  102,600  2,936,925
Books-A-Million, Inc. (a)  140,000  3,290,000
Brookstone, Inc. (a)  146,500  2,234,125
Circuit City Stores, Inc.   150,050  3,076,025
Home Depot, Inc. (The)  325,066  13,693,405
Lillian Vernon Corp.   60,000  1,110,000
Lowe's Companies, Inc.   725,000  24,831,250
Micro Warehouse, Inc. (a)  74,100  1,574,625
Office Depot, Inc. (a)  150,000  3,000,000
Petsmart, Inc. (a)  135,000  3,813,750
Rex Stores Corp. (a)  65,000  1,056,250
Spiegel, Inc. Class A  80,000  1,520,000
Sport Supply Group, Inc. (b)  371,950  5,997,694
Sport Supply Group, Inc. (warrants) (a)  21,850  64,184
Staples, Inc.   125,000  3,375,000
Sunglass Hut International, Inc. (a)  250,000  6,812,500
Toys "R" Us, Inc. (a)  65,000  2,128,750
Viking Office Products, Inc. (a)  50,000  1,250,000
  81,764,483
TOTAL RETAIL & WHOLESALE   132,754,733
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
SERVICES - 0.6%
LEASING & RENTAL - 0.1%
Hollywood Entertainment Corp. (a)  54,800 $ 1,808,400
PRINTING - 0.5%
Cyrk, Inc. (a)  70,000  1,592,500
Reynolds & Reynolds Co. Class A  175,000  4,046,875
Wallace Computer Services, Inc.   50,000  1,600,000
  7,239,375
SERVICES - 0.0%
Careerstaff Unlimited, Inc.   5,000  58,750
TOTAL SERVICES   9,106,525
TECHNOLOGY - 31.4%
COMMUNICATIONS EQUIPMENT - 6.7%
Aspect Telecommunications Corp.   50,000  1,393,750
Cabletron Systems, Inc. (a)  311,800  30,127,675
Centigram Communications Corp. (a)  125,800  2,390,200
Cisco Systems, Inc. (a)  115,000  2,688,125
DSC Communications Corp. (a)   1,458,300  28,527,994
General Instrument Corp. (a)  150,000  8,550,000
Inter-Tel, Inc. (a)  89,000  812,125
Newbridge Networks Corp. (a)  433,200  14,891,250
3Com Corp. (a)  200,000  10,275,000
Wellfleet Communications, Inc. (a)  200,000  5,000,000
  104,656,119
COMPUTER SERVICES & SOFTWARE - 10.6%
CUC International, Inc. (a)  285,000  7,623,750
Cambridge Technology Partners, Inc.   75,000  1,143,750
Cheyenne Software, Inc.   17,600  149,600
Chipcom Corp. (a)  175,000  6,868,750
Compuware Corp. (a)   240,300  9,942,413
Equifax, Inc.   125,000  3,531,250
Health Management Systems, Inc.   50,500  1,142,563
IMRS, Inc. (a)  125,000  2,687,500
Informix Corp. (a)  86,200  1,336,100
LEGENT Corp. (a)  205,500  5,548,500
Landmark Graphics Corp. (a)  100,000  3,075,000
Lotus Development Corp. (a)  119,900  4,406,325
Microsoft Corp. (a)  240,000  12,360,000
MicroAge, Inc. (a)  63,800  1,004,850
Oracle Systems Corp. (a)  1,700,000  63,750,000
Parametric Technology Corp. (a)  100,000  2,262,500
Peoplesoft, Inc. (a)  200,000  7,000,000
Powersoft Corp. (a)  118,400  5,742,400
Stratacom, Inc. (a)  150,000  3,150,000
SunGard Data Systems, Inc. (a)  85,400 $ 3,095,750
Sybase, Inc. (a)  377,000  18,473,000
  164,294,001
COMPUTERS & OFFICE EQUIPMENT - 6.3%
ADAPTEC, Inc. (a)  308,300  5,395,250
Canon, Inc. ADR 5shares  35,000  3,053,750
Compaq Computer Corp. (a)  1,150,000  37,087,500
Danka Business Systems PLC sponsored ADR  90,000  3,588,750
EMC Corp. (a)  600,000  8,100,000
Fore Systems, Inc. (a)  15,300  447,525
International Business Machines Corp.   258,800  15,204,500
Micom Communication Corp.   187,300  2,107,125
Quantum Corp. (a)  107,000  1,384,313
Silicon Graphics, Inc. (a)  500,000  11,062,500
Sunward Technologies, Inc. (a)  131,700  1,712,100
Syquest Technology, Inc. (a)  58,900  552,188
Tech Data Corp. (a)  400,000  6,600,000
Western Digital Corp. (a)  151,400  1,930,350
  98,225,851
ELECTRONIC INSTRUMENTS - 1.4%
ASECO Corp. (a)  105,300  763,425
Advantest Corp.   50,000  1,841,704
Applied Materials, Inc. (a)  325,000  13,893,750
Megatest Corp. (a)  135,000  2,126,250
Novellus System, Inc. (a)  84,000  2,919,000
  21,544,129
ELECTRONICS - 6.4%
Advanced Micro Devices, Inc. (a)  434,000  10,795,750
California Micro Devices Corp. (a)  50,000  1,075,000
Cirrus Logic, Inc. (a)  150,000  4,650,000
Cypress Semiconductor Corp.   97,100  1,577,875
Electroglas, Inc. (a)  55,000  1,890,625
Hitachi Ltd. ADR  40,000  4,160,000
Intel Corp.   285,000  16,672,500
Lattice Semiconductor Corp. (a)  70,000  1,303,750
Linear Technology Corp.   50,000  2,200,000
Maxim Integrated Products, Inc. (a)  33,300  1,731,600
Micron Technology, Inc.   260,000  8,970,000
Motorola, Inc.   380,000  16,910,000
National Semiconductor Corp. (a)  250,000  4,312,500
Solectron Corp. (a)  125,000  3,171,875
Texas Instruments, Inc.   215,000  17,092,500
Tokyo Electron Ltd.   73,000  2,437,037
  98,951,012
TOTAL TECHNOLOGY   487,671,112
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
TRANSPORTATION - 1.7%
AIR TRANSPORTATION - 0.6%
Atlantic Southeast Airlines, Inc.   147,100 $ 3,567,175
Comair Holdings, Inc.   150,050  3,038,513
Mesa Airlines, Inc. (a)  113,900  1,124,763
Technology Resources (a)  340,000  1,383,919
  9,114,370
RAILROADS - 0.8%
CSX Corp.   170,000  12,835,000
TRUCKING & FREIGHT - 0.3%
Federal Express Corp. (a)  49,800  3,716,318
Landstar System, Inc.   44,000  1,298,000
  5,014,318
TOTAL TRANSPORTATION   26,963,688
UTILITIES - 11.1%
CELLULAR - 5.4%
Airtouch Communications  825,000  19,490,625
Arch Communications Group, Inc.   75,000  1,106,250
Commnet Cellular, Inc. (a)  22,500  402,188
McCaw Cellular Communications, Inc. 
Class A (a)  500,000  25,875,000
Metrocall, Inc. (a)  75,000  975,000
Nextel Communications, Inc. Class A (a)  55,000  1,663,750
Onecomm Corp.   115,000  2,386,250
Rogers Communications, Inc. Class B (a)  475,000  6,824,961
United States Cellular Corp. (a)  78,900  1,962,638
Vanguard Cellular Systems, Inc. Class A  649,200  21,423,600
Vodafone Group PLC sponsored ADR  25,000  1,893,750
  84,004,012
TELEPHONE SERVICES - 5.7%
ALC Communications Corp. (a)  129,000  3,966,750
Ameritech Corp.   265,000  10,136,250
Bell Atlantic Corp.   175,000  9,800,000
BellSouth Corp.   200,000  12,350,000
GTE Corp.   200,000  6,300,000
LCI International, Inc. (a)  150,000  4,800,000
LDDS Communications, Inc. (a)  130,090  2,276,575
MCI Communications Corp.   225,000  4,978,125
Rochester Telephone Corp.   185,000  4,185,625
Southwestern Bell Corp.   275,000  11,962,500
Sprint Corporation  165,000 $ 5,754,375
Telephone & Data Systems, Inc.   135,659  5,018,643
U.S. West, Inc.   185,000  7,746,875
  89,275,718
TOTAL UTILITIES   173,279,730
TOTAL COMMON STOCKS
(Cost $1,282,132,834)   1,341,196,609
PREFERRED STOCKS - 0.4%
INDUSTRIAL MACHINERY & EQUIPMENT - 0.3%
Nokia    51,900  4,267,568
UTILITIES - 0.1%
TELEPHONE SERVICES - 0.1%
Stet (Societa Finanziaria Telefonica) Spa  1,000,000  2,645,260
TOTAL PREFERRED STOCKS
(Cost $5,733,668)   6,912,828
  MATURITY 
  AMOUNT 
REPURCHASE AGREEMENTS - 13.4%
Investments in repurchase agreements, 
(U.S. Treasury obligations), in a joint 
trading account at 4.29% dated 
6/30/94 due 7/1/94,  $ 207,953,778  207,929,000
TOTAL INVESTMENT in securitieS - 100%
(Cost $1,495,795,502)  $ 1,556,038,437
LEGEND:
(c) Non-income producing.
(c) Affiliated company (see Note 7 of Notes to Financial Statements).
OTHER INFORMATION:
Purchases and sales of securities, other than short-term securities,
aggregated $1,440,292,591 and $1,051,151,715, respectively.
INCOME TAX INFORMATION: 
At June 30, 1994, the aggregate cost of investment securities for income
tax purposes was $1,499,913,280. Net unrealized appreciation aggregated
$56,125,157, of which $129,795,492 related to appreciated investment
securities and $73,670,335 related to depreciated investment securities. 
   
 
 
Statement of Assets and Liabilities
 
 
DRAFT
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                              <C>            <C>               
June 30, 1994 (Unaudited)                                                                                                        
 
ASSETS                                                                                                                           
 
Investment in securities, at value (including repurchase agreements of $207,929,000) (cost                       $ 1,556,038,437   
$1,495,795,502) (Notes 1 and 2) - See accompanying schedule                                                                     
 
Cash                                                                                                               141              
 
Receivable for investments sold                                                                                    48,376,125       
 
Receivable for fund shares sold                                                                                    6,611,942        
 
Dividends receivable                                                                                               1,122,800        
 
Other receivables                                                                                                  142,987          
 
 Total assets                                                                                                      1,612,292,432    
 
LIABILITIES                                                                                                                       
 
Payable for investments purchased                                                                  $ 18,322,209                     
 
Payable for fund shares redeemed                                                                    1,696,950                       
 
Accrued management fee                                                                              826,699                         
 
Other payables and accrued expenses                                                                 216,517                         
 
 Total liabilities                                                                                                 21,062,375       
 
NET ASSETS                                                                                                        $ 1,591,230,057   
 
Net Assets consist of (Note 1):                                                                                                 
 
Paid in capital                                                                                                   $ 1,564,506,703   
 
Undistributed net investment income                                                                                4,245,712        
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions                (37,765,293)     
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies         60,242,935       
 
NET ASSETS, for 81,203,269 shares outstanding                                                                     $ 1,591,230,057   
 
NET ASSET VALUE, offering price and redemption price per share ($1,591,230,057 (divided by) 81,203,269 shares)     $19.60           
 
</TABLE>
 
Statement of Operations
 
 
DRAFT
 
<TABLE>
<CAPTION>
<S>                                                                              <C>             <C>               
Six Months Ended June 30, 1994 (Unaudited)                                                                         
 
INVESTMENT INCOME                                                                                $ 6,017,123       
Dividends (including $13,294 received from affiliated issuers) (Note 7)                                            
 
Interest                                                                                          3,791,894        
 
 Total income                                                                                     9,809,017        
 
EXPENSES                                                                                                           
 
Management fee (Note 3)                                                          $ 4,746,923                       
 
Transfer agent fees (Note 3)                                                      95,346                           
 
Accounting fees and expenses (Note 3)                                             306,191                          
 
Non-interested trustees' compensation                                             4,424                            
 
Custodian fees and expenses                                                       50,385                           
 
Registration fees                                                                 127,895                          
 
Audit                                                                             23,045                           
 
Legal                                                                             4,627                            
 
Interest (Note 5)                                                                 9,901                            
 
Miscellaneous                                                                     5,411                            
 
 Total expenses before reductions                                                 5,374,148                        
 
 Expense reductions (Note 6)                                                      (148,825)       5,225,323        
 
Net investment income                                                                             4,583,694        
 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 1)                                                        
Net realized gain (loss) on:                                                      (29,886,134)                     
Investment securities                                                                                              
 
 Foreign currency transactions                                                    (6,028)         (29,892,162)     
 
Change in net unrealized appreciation (depreciation) on investment securities                     (138,085,109)    
 
Net gain (loss)                                                                                   (167,977,271)    
 
Net increase (decrease) in net assets resulting from operations                                  $ (163,393,577)   
 
</TABLE>
 
Statement of Changes in Net Assets
 
 
DRAFT
  SIX MONTHS ENDED    
  JUNE 30, 1994   YEAR ENDED 
INCREASE (DECREASE) IN NET ASSETS  (UNAUDITED)   DECEMBER 31, 1993 
 
<TABLE>
<CAPTION>
<S>                                                                                            <C>               <C>               
Operations                                                                                     $ 4,583,694       $ 7,364,896       
Net investment income                                                                                                              
 
 Net realized gain (loss)                                                                       (29,892,162)      77,232,971       
 
 Change in net unrealized appreciation (depreciation)                                           (138,085,109)     86,481,802       
 
 Net increase (decrease) in net assets resulting from operations                                (163,393,577)     171,079,669      
 
Distributions to shareholders:                                                                  (7,589,523)       (4,411,941)      
From net investment income                                                                                                         
 
 From net realized gain                                                                         (80,320,550)      (8,449,098)      
 
 In excess of net realized gain                                                                 -                 (4,786,725)      
 
 Total  distributions                                                                           (87,910,073)      (17,647,764)     
 
Share transactions                                                                              593,353,888       798,421,513      
Net proceeds from sales of shares                                                                                                  
 
 Reinvestment of distributions                                                                  87,910,073        17,647,764       
 
 Cost of shares redeemed                                                                        (222,579,602)     (335,488,823)    
 
 Net increase (decrease) in net assets resulting from share transactions                        458,684,359       480,580,454      
 
  Total increase (decrease) in net assets                                                       207,380,709       634,012,359      
 
NET ASSETS                                                                                                                         
 
 Beginning of period                                                                            1,383,849,348     749,836,989      
 
 End of period (including undistributed net investment income of $4,245,712 and $7,251,541,    $ 1,591,230,057   $ 1,383,849,348   
respectively)                                                                                                                      
 
OTHER INFORMATION                                                                                                                  
Shares                                                                                                                             
 
 Sold                                                                                           27,551,270        37,006,075       
                                                                                                                                   
 
 Issued in reinvestment of distributions                                                        4,039,977         881,947          
 
 Redeemed                                                                                       (10,335,361)      (15,878,913)     
 
 Net increase (decrease)                                                                        21,255,886        22,009,109       
 
</TABLE>
 
Financial Highlights
 
 
DRAFT
    
 SIX MONTHS ENDED   
 JUNE 30, 1994  YEARS ENDED DECEMBER 31, 
 (UNAUDITED)  1993   1992   1991   1990   1989  
SELECTED PER-SHARE DATA                                       
 
 
<TABLE>
<CAPTION>
<S>                                              <C>           <C>           <C>         <C>         <C>         <C>        
Net asset value, beginning of period             $ 23.08       $ 19.76       $ 18.51     $ 12.91     $ 15.18     $ 11.72    
 
Income from Investment Operations                                                                                           
 
 Net investment income                            .05           .12           .09         .09         .24         .24       
 
 Net realized and unrealized gain (loss)          (2.14)        3.64          1.64        5.72        (1.98)      3.41      
 
 Total from investment operations                 (2.09)        3.76          1.73        5.81        (1.74)      3.65      
 
Less Distributions                                                                                                          
 
 From net investment income                       (.12)         (.11)         (.05)       (.21)       (.21)       (.19)     
 
 From net realized gain                           (1.27)        (.21)         (.43)       -           (.32)       -         
 
 In excess of net realized gain                   -             (.12)         -           -           -           -         
 
 Total distributions                              (1.39)        (.44)         (.48)       (.21)       (.53)       (.19)     
 
Net asset value, end of period                   $ 19.60       $ 23.08       $ 19.76     $ 18.51     $ 12.91     $ 15.18    
 
TOTAL RETURNB, C                                  (9.65)%       19.37%        9.32%       45.51%      (11.73)%    31.51%    
 
RATIOS AND SUPPLEMENTAL DATA                                                                                                
 
Net assets, end of period (000 omitted)          $ 1,591,230   $ 1,383,849   $ 749,837   $ 371,462   $ 135,487   $ 77,261   
 
Ratio of expenses to average net assetsD          .69%A         .71%          .75%        .84%        .88%        1.02%     
 
Ratio of expenses to average net assets           .71%A         .71%          .75%        .84%        .88%        1.02%     
before expense reductionsD                                                                                                  
 
Ratio of net investment income to average net     .60%A         .72%          .83%        .56%        2.69%       2.83%     
assets                                                                                                                      
 
Portfolio turnover rate                           159%A         159%          262%        261%        88%         111%      
 
</TABLE>
 
1. ANNUALIZED
2. TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
3. THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN. 
4. SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS.
5. NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
VARIABLE INSURANCE PRODUCTS FUND: OVERSEAS PORTFOLIO
INVESTMENTS/JUNE 30, 1994 (UNAUDITED)
(SHOWING PERCENTAGE OF TOTAL VALUE OF 
INVESTMENTS IN SECURITIES
 
 
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - 81.2%
ARGENTINA - 0.2%
YPF Sociedad Anonima sponsored ADR 
representing Class D shares  100,500 $ 2,399,438
AUSTRALIA - 1.7%
Ampolex Ltd. Ord.   846,300  2,519,706
Brambles Industries  213,500  2,026,642
FAI Insurance Ltd. Ord.   2,037,900  1,068,104
Hazelton Airlines Ltd.   370,600  647,468
Lend Lease Corp. Ltd.   81,000  958,754
Pioneer International Ltd.   493,300  1,027,021
TNT Ltd. (a)  1,658,800  2,716,932
Westpac Banking Corp.   2,521,000  8,203,183
  19,167,810
AUSTRIA - 0.8%
Austrian Airlines/Oster Luftve  1,400  239,721
Mayr Melnhof Karton AG  17,000  1,050,069
OEMV AG  59,300  4,683,608
Steyr Daimler Puch AG  41,500  848,267
VA Technologie AG (a)(d)  15,000  1,237,169
Verbund Gesellschaft  3,400  194,777
  8,253,611
BELGIUM - 1.2%
CMB (Cie Maritime Belge) Ord.   7,900  544,944
Delhaize (a)  70,900  2,880,200
Petrofina SA  11,900  3,694,804
Petrofina SA (warrants)(a)  595  15,835
Solvay    14,625  6,330,394
  13,466,177
BERMUDA - 0.2%
Consolidated Electric Power Asia Ltd. 
sponsored ADR (d)  30,000  472,500
Jardine Strategic Holdings Ord. (a)   439,500  1,665,999
  2,138,499
BRAZIL - 0.5%
Coteminas PN (a)  2,500,000  566,375
Telebras "PN" (Pfd. Reg.)(a)  118,632,600  4,464,895
  5,031,270
CANADA - 0.5%
Abitibi-Price, Inc. (a)   126,900  1,525,186
Noranda, Inc.   245,400  4,191,270
  5,716,456
FINLAND - 0.6%
America Group Ltd. Class A  119,300  2,796,314
Huhtamaki Ord.   41,200 $ 1,362,884
Kansallis-Osake-Pankki  127,400  264,903
Outokumpu Oy Class A  125,700  2,048,172
Repola OY  26,500  458,343
  6,930,616
FRANCE - 7.0%
Accor SA  50,500  5,695,628
BNP CI Ord.   133,940  5,720,252
Carnaudmetalbox SA  53,100  1,630,845
Club Mediterranee Ord.  15,700  1,104,537
Compagnie Bancaire Ord.   18,700  1,686,572
Credit Lyonnais CI  16,500  1,433,597
Elf Aquitaine  154,500  10,772,998
GAN (Groupe Des Assur Natl.)  56,000  4,032,329
Havas Group SA  21,400  1,670,647
Lafarge Coppee  125,100  9,352,626
Paribas SA (Cie Financiere) Class A  16,500  1,046,253
Pechiney SA CIP  15,550  1,119,406
Peugeot SA Ord. (a)  74,800  10,607,200
Plastic Omnium, CIE  15,100  1,755,749
Plastic Omnium, CIE (rights)(a)  5,500  30
Rhone Poulenc SA Class A  314,250  7,157,789
Total Compagnie Francaise des Petroles 
Class B  176,400  10,161,469
Vallourec (a)  33,200  1,725,254
  76,673,181
GERMANY - 7.1%
Allianz Versich Holdings Ord. (Reg.)(a)  1,650  2,440,518
Altana Industrie-Aktien  2,700  1,046,017
BASF AG   45,600  8,675,045
BMW AG  (a)  11,018  5,413,739
Bayer AG  25,000  5,425,368
Computer 2000 AG (a)  4,300  1,733,598
Continental Gummi-Werke AG (a)  41,800  6,456,493
Deutsche Bank AG  24,200  10,427,289
Duerr Beteiligungs AG  3,150  1,311,632
Gildemeister AG (a)  13,900  1,795,017
Hoechst AG Ord.   56,900  11,613,342
Kolbenschmidt AG (a)  13,400  1,814,860
Man AG ord (a)  12,000  2,979,873
Metallgesellschaft A G Ord.   3,500  445,368
Sixt AG ord (a)  3,100  869,004
Thyssen AG Ord.   44,400  8,035,604
Traub AG (a)  5,410  766,796
Veba Vereinigte Elektrizetaets & Bergwerks 
AG Ord.   21,900  6,877,162
  78,126,725
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
HONG KONG - 0.6%
Dairy Farm International Holdings Ltd. Ord.   307,000 $ 424,983
Dickson Concept  2,108,000  1,302,238
HSBC Holdings PLC (a)  104,000  1,136,943
Hong Kong Land Holdings Ltd. (a)   678,000  1,710,458
Jardine Matheson & Co. Ltd. Ord. (a)  284,000  2,186,170
Semi-tech Microelectronics  100,000  182,418
  6,943,210
INDIA - 0.0%
ITC Ltd. (warrants) (a)(d)  8,000  80,000
INDONESIA - 0.3%
Astra International (For. Reg.)  40,000  285,718
Bank International Indonesia Ord. (a)   643,500  2,038,762
Jakarta International Hotels & 
Development Ord.   1,047,000  1,411,293
  3,735,773
IRELAND - 0.7%
Aran Energy (a)  1,780,200  858,946
Bank of Ireland U.S. Holdings, Inc.  440,300  1,747,146
Fyffes PLC (UK)  1,358,000  1,845,142
Independent News  363,850  1,572,996
Smurfit (Jefferson) Group PLC (UK)  194,000  1,012,432
Waterford Wedgwood PLC Unit (a)  1,231,400  1,026,692
  8,063,354
ITALY - 1.5%
Alitalia (Linee Aeree Italy) Class A  1,683,700  1,109,996
Assicurazioni Generali SPA  198,700  5,113,940
Editoriale L'Espresso SPA (a)  220,700  605,193
Montedison SPA Ord.   2,962,700  2,739,342
SAI (Soc Assicur Industriale)  189,000  2,407,130
SIP Spa  . .  1,597,600    4,001,461
Safilo SPA  186,300  961,556
  16,938,618
JAPAN - 24.9%
ADO Electronic Industrial Co.   19,000  655,505
Advantest Corp.   74,000  2,725,723
Alpine Electronics, Inc. (warrants) (a)  50  185,000
Alps Electric Co. Ltd.   149,000  2,146,931
Amadasonoike Co. Ltd. (a)   89,000  731,507
Aoyama Trading Co. Ord. (a)  73,000  2,859,259
Asahi Glass (warrants) (a)  50  60,000
Autobacs Seven Co. Ltd. (a)  15,600  2,152,816
Bridgestone Corp.   379,000  6,153,220
Canon, Inc.   552,000  9,690,106
Casio Computer Co. Ltd. Ord. (a)  109,000 $ 1,493,151
Chudenko Corporation (a)  12,000  498,021
Daiwa House Industry Co. Ltd.   28,000  437,544
East Japan Railway Ord. (a)  700  3,587,012
Fujitsu Ltd. (a)  726,000  8,324,505
Futaba Industrial Co. Ltd. (a)  61,000  1,268,899
Hanshin Department Store   36,000  275,799
Hitachi Ltd.   1,351,000  14,120,044
Hitachi Maxell Ltd.   274,000  5,838,661
Honda Motor Co. Ltd.   316,000  5,547,235
Ishihara Sangyo Kaisha Ltd. (a)  343,000  1,500,080
Izumi Co. Ord.   42,000  1,167,732
Japan Airlines Co. Ltd.   302,000  2,188,005
Joshin Denki Co. Ltd. Ord.   92,000  1,502,993
Kawasaki Steel Corp.   743,000  3,151,434
Komatsu Limited Ord.   367,000  3,575,039
Kyocera Corporation  17,000  1,271,334
Marubeni Corp. (a)   339,000  1,871,294
Marukyo Corp.   16,000  657,534
Matsushita Electric Industrial Co. Ltd.   359,000  6,593,505
Minebea Co.   432,000  3,743,561
Mitsubishi Estate, Ltd.   127,000  1,572,196
Mitsubishi Heavy Industry  492,000  3,938,996
Mitsubishi Petro Chemical  324,000  2,321,097
Mitsubishi Trust & Banking (a)  395,000  6,573,313
Mitsui OSK Lines  357,000  1,459,877
Mitsui Petrochemical Industries Inc. (a)  270,000  2,364,385
Mitsui Trust and Banking  103,000  1,275,088
Murata Manufacturing Co. Ord.   184,000  8,663,217
NGK Spark Plug Co. (warrants)(a)  50  199,375
Nichido Fire & Marine Insurance Co  502,000  4,523,346
Nikko Securities (a)  253,000  3,465,753
Nintendo Co. Ltd. Ord. (a)  22,000  1,593,912
Nippon Sheet Glass (warrants)(a)  100  47,500
Nippon Shinpan Ltd. (a)  74,000  700,579
Nippon Telegraph & Telephone Ord. (a)  400  3,551,497
Nippon Yusen Kabushiki Kaisha  252,000  1,610,958
Nissan Motor Co. Ltd. Ord.   539,000  4,785,641
Nisshinbo Industries  248,000  2,843,632
Nomura Securities Co. Ltd. (a)  557,000  13,451,650
Oji Paper Ltd. (a)  154,000  1,640,791
Orix Corp.   232,000  9,557,788
Pioneer Electronic Corp.   355,000  10,050,227
Rohm Co. Ltd.   128,000  5,948,655
Sanwa Bank  95,000  2,159,310
Sega Enterprises  19,000  1,474,886
Sharp Corp.   124,000  2,252,258
Sharp Corp. (warrants) (a)  500  352,443
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
JAPAN - CONTINUED
Sony Corp.   121,400 $ 7,452,764
Sumitomo Marine and Fire  345,000  3,371,233
Sumitomo Realty & Development Co. Ltd.   374,000  2,550,257
Sumitomo Rubber Industries  180,000  1,917,808
Sumitomo Trust & Banking Co. (a)  260,000  4,300,356
Suzuki Motor Corp.   228,000  3,030,745
TDK Corp.   226,000  11,214,002
Tokio Marine & Fire Insurance Co. Ltd. (The)  805,000  10,373,922
Tokyo Electron Ltd.   38,000  1,268,595
Tokyo Style Co. Ltd.   380,000  7,557,584
Toshiba Corp.   1,470,000  12,052,354
Toyobo Co.   367,000  1,664,628
Toyota Motor Corporation  565,000  12,670,215
  273,776,282
KOREA (SOUTH) - 1.0%
Cho Hung Bank Co. Ltd.   157,000  2,067,202
Cho Hung Bank Co. Ltd. (New)(a)  34,504  432,881
Korea Electric Power Corp.   147,470  4,909,256
Korea First Securities Co. (a)  5,100  115,297
Kyungki Bank Ltd. (a)  135,000  1,593,069
Seoul Securities Co. (a)  72,420  1,331,366
  10,449,071
LUXEMBOURG - 0.3%
Arbed SA (a)  25,100  3,416,742
MALAYSIA - 0.4%
Ekran Berhad Ord.   133,000  893,748
KL Industries Holdings BHD  290,000  367,482
Magnum Corp. BHD  262,500  559,432
Resorts World BHD  148,000  852,470
Telekom Malaysia BHD  164,000  1,221,718
Tenega Nasional BHD  3,000  16,819
Time Engineering BHD (a)  161,000  377,122
  4,288,791
MEXICO - 0.7%
Grupo Dina (Consorcio G) ADR (a)  34,800  365,400
Grupo Financiero Bancomer SA de CV 
sponsored ADR, Series C (d)  70,200  1,544,400
Telefonos de Mexico SA sponsored ADR 
representing shares Ord. Class L  100,600  5,621,025
  7,530,825
NETHERLANDS - 4.9%
Akzo NV Ord.   81,000  8,689,132
DSM NV   83,900  5,965,594
Fokker Aircraft Ord.   55,500 $ 476,916
Frans Maas Groep NV (koninklj)  61,400  1,827,689
Hoogovens en Staalfabrieken  72,100  2,899,388
International Nederlanden Groep CVA (a)  129,200  5,543,882
KLM Royal Dutch Airlines Ord. (a)  92,600  2,584,791
Koninklijke PTT Nederland (d)  80,600  2,258,883
Oce Van Der Grinten NV  136,700  5,719,826
Philips Electronics  328,500  9,483,237
Pirelli Tyre Holdings NV Ord. (a)  911,700  8,141,554
  53,590,892
NEW ZEALAND - 0.2%
Fletcher Challenge Ltd. (Reg.) (a)  870,100  1,898,236
NORWAY - 2.1%
Bergesen Group: 
Class A  81,200  1,876,589
 Class B  226,500  5,267,289
Christiania Bank free shares Ord. (a)  860,000  1,602,438
Den Norske Bank Class A free shares (a)  477,800  1,097,330
Norsk Hydro A.S. ADR (a)  70,600  2,215,075
Norske Skogindustrier AS A free shares (a)  67,100  1,511,960
Olav Thon Eiendomsselskp Ord.   20,700  269,095
Orkla AS
 B (non-vtg.)  39,500  1,215,262
 Class A free shares  93,250  3,003,633
Saga Petroleum AS B  113,700  1,322,055
Unitor AS  192,300  3,305,364
  22,686,090
SINGAPORE - 0.7%
Neptune Orient Lines Ltd. (a)   4,661,000  7,241,283
Van Der Horst Ltd. (a)  176,000  755,686
  7,996,969
SOUTH AFRICA - 0.2%
Anglovaal Ltd. Class N (d)  75,800  2,024,466
De Beers Consolidated Mines Ltd. ADR  24,000  534,000
  2,558,466
SPAIN - 4.2%
Acerinox SA (Reg.)  18,850  1,904,403
Argentaria Corp. Bancaria de Esp  15,250  593,023
Banco Bilbao Vizcaya SA Ord. (Reg.)  289,500  6,357,301
Banco Intercontinental Espanol  49,350  4,142,917
Corporacion Mapfre International Reas 
(Reg.) (a)  96,100  3,685,726
FOCSA (Fomento de Obras Y 
Construcciones SA)  22,625  2,380,671
Iberdrola SA  388,500  2,731,202
Repsol SA Ord. (a)  235,600  6,790,454
  VALUE  VALUE
 SHARES (NOTE 1) SHARES (NOTE 1)
COMMON STOCKS - CONTINUED
SPAIN - CONTINUED
Telefonica de Espana SA Ord.   797,450 $ 10,762,385
Union Electrica Fenosa  985,100  4,784,660
Uralita SA (a)  189,550  2,196,843
  46,329,585
SWEDEN - 3.4%
ASG AB Class B Free shares Ord.   42,900  661,250
Aktiebolaget Electrolux (a)  148,900  6,865,874
Autoliv AB (a)(d)  25,000  568,219
ICB Shipping Class B (a)  25,000  244,922
Investor AB Free shares B  224,700  4,813,638
Marieberg Tidnings 'A' (a)  36,600  726,693
Skandia International Holding Co. AB ADR  35,400  499,405
Skandinaviska Enskilda Banken Class A 
free shares  621,100  3,699,582
Skanska Class B (a)  259,800  4,988,648
SKF AB Ord. (a)  349,400  6,161,452
Volvo Aktiebolaget Class B  93,100  8,147,998
  37,377,681
SWITZERLAND - 6.9%
Adia SA (BR)  52,200  8,807,319
Alusuisse Lonza (Reg.)  20,039  9,677,265
Baloise Holdings: 
(Reg.)(a)  3,400  6,106,258
 (warrants)(a)  3,400  36,969
C. S. Holdings:
(Bearer)(a)  14,300  5,983,578
 (Reg.)(a)  68,900  5,605,827
C. S. Holdings (warrants): 
(Bearer)(a)  14,300  120,637
 (Reg.)(a)  68,900  103,333
Ciba-Geigy AG (Reg.)  22,880  13,537,040
Fischer (Georg) AG (Reg.)  12,400  2,417,607
Globus Magazine Part. Cert  4,669  3,396,146
Holderbank Financiere AG PC (Bearer)  15,925  10,508,791
Oerlikon-Buhrle Holding Ltd. (Reg.)(a)  12,000  1,250,797
Surveillance, Societe Generale (Bearer)(a)  410  611,826
Swiss Bank Corp. (Bearer)(a)  23,450  6,928,349
Von Roll AG (Reg.)  5,950  330,171
  75,421,913
THAILAND - 0.1%
Ruam Pattana Fund II (For.)  1,117,000 $ 636,433
Ruang Khao Unit Trust (Loc.)(a)  836,800  585,526
  1,221,959
UNITED KINGDOM - 8.3%
Avon Rubber  77,200  679,422
BET Public Ltd. Co. Ord.   2,629,800  4,669,473
Barclays PLC Ord.   965,000  7,732,892
Bass PLC Ord.   387,900  3,009,561
British Petroleum PLC Ord.   695,400  4,182,052
British Steel PLC Ord.   3,040,100  6,665,358
British Vita Ord.   580,900  2,152,583
English China Clay PLC (a)  811,094  4,201,564
Forte PLC (a)  1,313,600  4,563,446
General Electric PLC Ord. 5 pence  634,900  2,759,504
Great Universal Stores PLC Ord Class A  381,600  3,317,142
Independent News PLC. . . . . . . . . . . . . . . . . . .  157,200  679,607
Ladbroke Group PLC Ord.   2,153,700  5,087,729
Lloyds Abbey Life  499,600  2,537,848
London International Group (a)  1,147,300  1,594,288
Midlands Electricity PLC  449,400  4,170,180
National Westminster Bank PLC Ord  720,720  4,807,260
North West Water Ord.   337,700  2,471,478
RTZ Corp. PLC Ord. (a)  139,100  1,765,413
Rolls Royce Ltd. Ord.   874,433  2,328,965
Royale Insurance Co. Ltd.   854,500  3,278,580
Sainsbury J PLC Ord.   223,800  1,377,006
Shanks & McEwan Group PLC  756,000  1,003,847
TSB Group PLC  300  936
Taylor Woodrow PLC  322,500  657,281
Vickers PLC Ord. Unit  2,750,350  7,367,748
Vodafone Group PLC (a)  260,000  1,965,049
Whitbread Class A  715,000  5,519,800
Willis Coroon PLC Ord. (a)  449,900  1,002,025
  91,548,037
TOTAL COMMON STOCKS
(Cost $798,314,407)   893,756,277
NONCONVERTIBLE PREFERRED STOCKS - 3.6%
AUSTRIA - 0.5%
Creditanstaldt Bank (a)  81,800  5,243,355
GERMANY - 0.7%
Boss (Hugo) AG  1,700  872,783
FAG Kugelfischer Georg Schaef  25,550  3,637,469
Fuchs Petrolub AG Oel & Chemie (a)  6,532  781,807
Porsche AG Ord.   5,200  2,522,284
  7,814,343
  VALUE MOODY'S PRINCIPAL VALUE
 SHARES (NOTE 1) RATINGS (C) AMOUNT (D) (NOTE 1)
NONCONVERTIBLE PREFERRED STOCKS - CONTINUED
ITALY - 2.3%
Banco Ambro Veneto N/C Risp  1,197,000 $ 2,004,281
Fiat SPA Priv  2,193,000  5,460,789
Gilardini Risp Spa pfd  236,100  408,191
SAI (Sta Assicur Industriale) N/C Risp  650,500  4,330,899
SIP (Societa Ital Per L'Eser) Spa Di Risp 
N/C Ord.   150,000  309,394
Stet (Societa Finanziaria Telefonica) SPA (a)  4,835,300  12,790,626
Unicem Di Risp  11,100  44,813
  25,348,993
KOREA (SOUTH) - 0.1%
Korea First Securities Co. (a)   67,462  1,357,536
TOTAL NONCONVERTIBLE PREFERRED STOCKS
(Cost $30,326,548)   39,764,227
 MOODY'S PRINCIPAL VALUE
 RATINGS (B) AMOUNT (C) (NOTE 1)
CONVERTIBLE BONDS - 0.1%
GRAND CAYMAN - 0.1%
CTII Overseas Finance euro
4 1/4%, 11/18/98 (d)  - $ 265,000  215,975
Peregrine Investment Finance 
Cayman Ltd. 4 1/2%, 12/1/00 (d)  -  600,000  459,000
TOTAL CONVERTIBLE BONDS
(Cost $865,000)   674,975
GOVERNMENT OBLIGATIONS - 8.5%
ARGENTINA - 0.4%
Argentina Republic BOCON 
4 1/2%, 4/1/01 (e)  B1  5,684,500  3,892,194
BRAZIL - 0.3%
Brazil Federative Republic IDU
euro 8 3/4%, 1/1/01  B2  5,197,500  3,612,262
DENMARK - 0.3%
Danish Government Bullet 7%,
12/15/04  Aa1 DKK 25,000,000  3,633,957
FRANCE - 0.3%
French Government 
Strips 4/25/23  Aaa FRF  168,000,000  2,952,986
UNITED STATES OF AMERICA - 7.2%
U.S. Treasury Bills 
4.23%, 9/29/94   $ 80,000,000 $ 79,172,000
TOTAL GOVERNMENT OBLIGATIONS
(Cost $95,004,387)   93,263,399
INDEXED SECURITIES - 0.2%
Bankers Trust Company note 0%, 1/31/95 
(coupon inversely indexed to STIBOR and 
principal indexed to value of 2-year Swedish 
securities, both multiplied by 9) (f)  1,200,000  402,360
Bayerische Landesbank cert. of dep. 
6.2675%, 1/27/95 (coupon inversely 
indexed to HELIBOR and principal 
indexed to value of 2-year Finnish 
securities, both multiplied by 8) (f)  3,000,000  1,092,000
Citibank Nassau:
0%, 1/31/95 (coupon inversely indexed 
 to STIBOR and principal indexed to 
 2-year Swedish securities, both 
 multiplied by 9) (f)    800,000  257,120
 4 5/8%, 7/30/96 (inversely indexed to 1-year 
 SEK swap rate, multiplied by 10)  900,000  562,950
TOTAL INDEXED SECURITIES 
(Cost $5,900,000)   2,314,430
  MATURITY 
  AMOUNT 
REPURCHASE AGREEMENTS - 6.4%
Investments in repurchase agreements, 
(U.S. Treasury obligations), in a joint 
trading account at 4.29%, dated 
6/30/94 due 7/1/94  $ 69,954,335  69,946,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,000,356,342)  $ 1,099,719,308
Forward Foreign Currency Contracts
  SETTLEMENT  UNREALIZED
CONTRACTS TO SELL  DATES VALUE GAIN/(LOSS)
 19,770,750 CHF 8/9/94 $ 14,831,493 $ (859,724)
 228,920,092 FRF 8/16/94  41,996,340  (2,163,368)
 4,043,255,600 JPY 7/6/94  41,043,875  (1,919,678)
TOTAL CONTRACTS TO SELL-
(Receivable amount $92,928,938)  $ 97,871,708 $ (4,942,770)
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 8.9%
CURRENCY ABBREVIATIONS: 
DKK - Danish krone
FRF - French franc
JPY - Japanese yen
CHF - Swiss franc
LEGEND:
(c) Non-income producing.
(c) Standard & Poor's Corporation credit ratings are used in the absence of
a rating by Moody's Investors Service, Inc.
(c) Principal amount is stated in United States dollars unless otherwise
noted.
(c) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $8,860,612 or .8% of net
assets.
(c) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end.
(c) Coupon is inversely indexed to a floating interest rate multiplied by a
specified factor. If the floating rate is high enough, the coupon rate may
be zero or be a negative amount that is carried forward to reduce future
interest and/or principal payments. The price may be considerably more
volatile than the price of a comparable fixed rate security. The rate shown
is the rate at period end.
OTHER INFORMATION:
Purchases and sales of securities, other than short-term securities,
aggregated $499,207,057 and $195,380,082, respectively.
INCOME TAX INFORMATION: 
At June 30, 1994, the aggregate cost of investment securities for income
tax purposes was $1,000,779,400. Net unrealized appreciation aggregated
$98,939,908, of which $136,208,838 related to appreciated investment
securities and $37,268,930 related to depreciated investment securities. 
At December 31, 1993, the fund had a capital loss carryforward of
approximately $8,614,000, all of which will expire on December 31, 2001.
 
INDUSTRY DIVERSIFICATION
(Unaudited)
AS A PERCENTAGE OF TOTAL VALUE OF INVESTMENTS
Aerospace & Defense   0.4%
Basic Industries - 11.1%
 Chemicals & Plastics   5.3
 Iron & Steel   2.7
 Metals & Mining   2.2
 Packaging & Containers   0.1
 Paper & Forest Products   0.8
Construction & Real Estate - 3.6%
 Building Materials   1.9
 Construction   1.1
 Engineering   0.2
 Real Estate   0.3
 Real Estate Investment Trusts   0.1
Durables - 13.2%
 Autos, Tires, & Accessories   8.7
 Consumer  Durables   0.1
 Consumer Electronics   3.2
 Textiles & Apparel   1.2
Energy - 4.9%
 Oil & Gas   4.9
Finance - 19.0%
 Banks   9.7
 Closed End Investment Company   0.1
 Credit & Other Finance   1.9
 Insurance   5.5
 Securities Industry   1.8
Government Obligations    8.5
Health - 2.1%
 Drugs & Pharmaceuticals   2.0
 Medical Equipment & Supplies   0.1
Industrial Machinery & Equipment - 4.0%
 Electrical Equipment   1.9
 Industrial Machinery & Equipment   2.0
 Pollution Control   0.1
Media & Leisure - 2.3%
 Entertainment   0.1%
 Leisure Durables & Toys   0.1
 Lodging & Gaming   1.8
 Publishing   0.3
Nondurables - 1.7%
 Beverages   0.8
 Foods   0.4
 Household Products   0.5
Retail & Wholesale - 1.8%
 General Merchandise Stores   0.6
 Grocery Stores   0.8
 Retail & Wholesale, Miscellaneous   0.4
Services - 2.9%
 Advertising   0.2
 Leasing & Rental   1.1
 Services   1.6
Repurchase Agreements   6.4
Technology - 8.1%
 Computer Services & Software   0.2
 Computers & Office Equipment   2.3
 Electronic Instruments   0.3
 Electronics   5.3
Transportation - 3.3%
 Air Transportation   0.8
 Railroads   0.4
 Shipping   1.7
 Trucking & Freight   0.4
Utilities - 6.7%
 Cellular   0.2
 Electric Utility   2.2
 Telephone Services   4.1
 Water   0.2
    100.0%
   
 
 
Statement oF Assets and Liabilities
 
 
DRAFT
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                 <C>           <C>               
June 30, 1994 (Unaudited)                                                                                                      
 
ASSETS                                                                                                                          
 
Investment in securities, at value (including repurchase agreements of $69,946,000) (cost                         $ 1,099,719,308   
$1,000,356,342) (Notes 1 and 2) - See accompanying schedule                                                                      
 
Cash                                                                                                              385              
 
Receivable for investments sold                                                                                   7,038,542        
 
Receivable for fund shares sold                                                                                   3,650,833        
 
Dividends receivable                                                                                              2,334,673        
 
Interest receivable                                                                                                411,646          
 
 Total assets                                                                                                      1,113,155,387    
 
LIABILITIES                                                                                                                       
 
Payable for investments purchased                                                                   $ 6,028,089                     
 
Unrealized depreciation on foreign currency contracts (Note 2)                                      4,942,770                      
 
Payable for fund shares redeemed                                                                    1,488,160                      
 
Accrued management fee                                                                               719,103                        
 
Other payables and accrued expenses                                                                  516,183                        
 
 Total liabilities                                                                                                13,694,305       
 
NET ASSETS                                                                                                        $ 1,099,461,082   
 
Net Assets consist of (Note 1):                                                                                                   
 
Paid in capital                                                                                                   $ 999,451,425     
 
Undistributed net investment income                                                                               3,814,827        
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions               1,699,133        
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies         94,495,697       
 
NET ASSETS, for 69,279,577 shares outstanding                                                                     $ 1,099,461,082   
 
NET ASSET VALUE, offering price and redemption price per share ($1,099,461,082 (divided by) 69,279,577 shares)     $15.87           
 
</TABLE>
 
Statement of Operations
 
 
DRAFT
 
<TABLE>
<CAPTION>
<S>                                                                <C>            <C>            
Six Months Ended June 30, 1994 (Unaudited)                                                       
 
INVESTMENT INCOME                                                                 $ 10,056,220   
Dividends                                                                                        
 
Interest                                                                           3,740,640     
 
                                                                                   13,796,860    
 
Less foreign taxes withheld                                                        (2,204,751)   
 
 Total income                                                                      11,592,109    
 
EXPENSES                                                                                         
 
Management fee (Note 3)                                            $ 3,752,444                   
 
Transfer agent fees (Note 3)                                        67,240                       
 
Accounting fees and expenses (Note 3)                               222,495                      
 
Non-interested trustees' compensation                               2,697                        
 
Custodian fees and expenses                                         335,519                      
 
Audit                                                               23,790                       
 
Legal                                                               2,451                        
 
Miscellaneous                                                       3,207                        
 
 Total expenses                                                                    4,409,843     
 
Net investment income                                                              7,182,266     
 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 1)                                      
Net realized gain (loss) on:                                                                     
 
 Investment securities                                              16,772,057                   
 
 Foreign currency transactions                                      (6,081,796)    10,690,261    
 
Change in net unrealized appreciation (depreciation) on:                                         
 
 Investment securities                                              7,360,056                    
 
 Assets and liabilities in foreign currencies                       (5,768,938)    1,591,118     
 
Net gain (loss)                                                                    12,281,379    
 
Net increase (decrease) in net assets resulting from operations                   $ 19,463,645   
 
</TABLE>
 
Statement of Changes in Net Assets
 
 
DRAFT
  SIX MONTHS ENDED    
  JUNE 30, 1994   YEAR ENDED 
INCREASE (DECREASE) IN NET ASSETS  (UNAUDITED)   DECEMBER 31, 1993 
 
<TABLE>
<CAPTION>
<S>                                                                                            <C>               <C>              
Operations                                                                                     $ 7,182,266       $ 4,818,178      
Net investment income                                                                                                             
 
 Net realized gain (loss)                                                                       10,690,261        (7,315,062)     
 
 Change in net unrealized appreciation (depreciation)                                           1,591,118         109,912,298     
 
 Net increase (decrease) in net assets resulting from operations                                19,463,645        107,415,414     
 
Distributions to shareholders:                                                                  (4,465,195)       (2,858,933)     
From net investment income                                                                                                        
 
 In excess of net investment income                                                             -                 (696,125)       
 
 In excess of net realized gain                                                                 -                 (807,968)       
 
 Total  distributions                                                                           (4,465,195)       (4,363,026)     
 
Share transactions                                                                              591,715,667       601,451,901     
Net proceeds from sales of shares                                                                                                 
 
 Reinvestment of distributions                                                                  4,465,195         4,363,026       
 
 Cost of shares redeemed                                                                        (289,678,801)     (111,743,493)   
 
 Net increase (decrease) in net assets resulting from share transactions                        306,502,061       494,071,434     
 
  Total increase (decrease) in net assets                                                       321,500,511       597,123,822     
 
NET ASSETS                                                                                                                        
 
 Beginning of period                                                                            777,960,571       180,836,749     
 
 End of period (including undistributed net investment income of $3,814,827 and $4,331,859,    $ 1,099,461,082   $ 777,960,571    
respectively)                                                                                                                     
 
OTHER INFORMATION                                                                                                                 
Shares                                                                                                                            
 
 Sold                                                                                           36,963,349        42,197,124      
                                                                                                                                  
 
 Issued in reinvestment of distributions                                                        274,107           372,271         
 
 Redeemed                                                                                       (18,221,724)      (7,983,962)     
 
 Net increase (decrease)                                                                        19,015,732        34,585,433      
 
</TABLE>
 
Financial Highlights
 
 
DRAFT
    
 SIX MONTHS ENDED   
 JUNE 30, 1994  YEARS ENDED DECEMBER 31, 
 (UNAUDITED)  1993   1992   1991   1990   1989  
SELECTED PER-SHARE DATA                                       
 
 
<TABLE>
<CAPTION>
<S>                                              <C>           <C>         <C>         <C>         <C>        <C>        
Net asset value, beginning of period             $ 15.48       $ 11.53     $ 13.09     $ 12.42     $ 12.67    $ 10.11    
 
Income from Investment Operations                                                                                        
 
 Net investment income                            .05           .06         .16         .24         .18        .07       
 
 Net realized and unrealized gain (loss)          .42           4.16        (1.54)      .74         (.39)      2.57      
 
 Total from investment operations                 .47           4.22        (1.38)      .98         (.21)      2.64      
 
Less Distributions                                                                                                       
 
 From net investment income                       (.08)         (.18)       (.18)       (.17)       (.04)      (.08)     
 
 In excess of net investment income               -             (.04)       -           -           -          -         
 
 From net realized gain                           -             -           -           (.14)E      -          -         
 
 In excess of net realized gain                   -             (.05)       -           -           -          -         
 
 Total distributions                              (.08)         (.27)       (.18)       (.31)       (.04)      (.08)     
 
Net asset value, end of period                   $ 15.87       $ 15.48     $ 11.53     $ 13.09     $ 12.42    $ 12.67    
 
TOTAL RETURN B, C                                 3.02%         37.35%      (10.72)%    8.00%       (1.67)%    26.28%    
 
RATIOS AND SUPPLEMENTAL DATA                                                                                             
 
Net assets, end of period (000 omitted)          $ 1,099,461   $ 777,961   $ 180,837   $ 126,490   $ 80,554   $ 25,865   
 
Ratio of expenses to average net assets D         .91%A         1.03%       1.14%       1.26%       1.41%      1.50%     
 
Ratio of expenses to average net assets           .91%A         1.03%       1.14%       1.26%       1.41%      1.98%     
before expense reductions D                                                                                              
 
Ratio of net investment income to average net     1.49%A        1.21%       1.86%       2.33%       1.89%      .66%      
assets                                                                                                                   
 
Portfolio turnover rate                           47%A          42%         61%         168%        100%       78%       
 
</TABLE>
 
1. ANNUALIZED
2. TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED.
3. THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN
REDUCED DURING THE PERIODS SHOWN.
4. SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS.
5. INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY
RELATED TRANSACTIONS TAXABLE AS ORDINARY INCOME.
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED JUNE 30, 1994  (UNAUDITED) 
 
 
1. SIGNIFICANT ACCOUNTING POLICIES.
The Money Market Portfolio, High Income Portfolio, Equity-Income Portfolio,
Growth Portfolio and Overseas Portfolio (the funds) are funds of Variable
Insurance Products Fund (the trust). 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.
Each fund is authorized to issue an unlimited number of shares. Shares of
each fund may only be purchased by insurance companies for the purpose of
funding variable annuity or variable life insurance contracts. The
following summarizes the significant accounting policies of the funds:
SECURITY VALUATION.
MONEY MARKET PORTFOLIO. As permitted under Rule 2a-7 of the 1940 Act, and
certain conditions therein, securities are valued initially at cost and
thereafter assume a constant amortization to maturity of any discount or
premium.
HIGH INCOME PORTFOLIO. Securities for which quotations are readily
available are valued by a pricing service at their market values as
determined by their most recent bid prices in the principal market (sales
prices if the principal market is an exchange) in which such securities are
normally traded. 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. Short-term securities
maturing within sixty days are valued at amortized cost or original cost
plus accrued interest, both of which approximate current value.
EQUITY-INCOME AND GROWTH PORTFOLIOS. Securities for which exchange
quotations are readily available are valued at the last sale price, or if
no sale price, at the closing bid price. Securities for which exchange
quotations are not readily available (and in certain cases debt securities
which trade on an exchange), are valued primarily using dealer-supplied
valuations or at their fair value as determined in good faith under
consistently applied procedures under the general supervision of the Board
of Trustees. Short-term securities maturing within sixty days are valued at
amortized cost or original cost plus accrued interest, both of which
approximate current value.
OVERSEAS PORTFOLIO. Securities for which quotations are readily available
are valued at the last sale price, or if no sale price, at the closing bid
price in the principal market in which such securities are normally traded.
Securities for which quotations are not readily available are valued
primarily using dealer-supplied valuations or at their fair value as
determined in good faith under consistently applied procedures under the
general supervision of the Board of Trustees. Short-term securities
maturing within sixty days are valued at amortized cost or original cost
plus accrued interest, both of which approximate current value.
FOREIGN CURRENCY TRANSLATION. The accounting records of the funds are
maintained in U.S. dollars. Investment securities and other assets and
liabilities denominated in a foreign currency are translated into U.S.
dollars at the prevailing rates of exchange at period end. Purchases and
sales of securities, income receipts, and expense payments are translated
into U.S. dollars at the prevailing exchange rate on the respective dates
of the transactions.
Effective January 1, 1994, the funds adopted Statement of Position (SOP)
93-4: Foreign Currency Accounting and Financial Statement Presentation for
Investment Companies. In accordance with this SOP, reported net realized
gains and losses on foreign currency transactions represent net gains and
losses from sales and maturities of forward currency contracts, disposition
of foreign currencies, currency gains and losses realized between the trade
and settlement dates on securities transactions, and the difference between
the amount of net investment income accrued and the U.S. dollar amount
actually received. Further, as permitted under the SOP, the effects of
changes in foreign currency exchange rates on investments in securities are
not segregated in the Statement of Operations from the effects of changes
in market prices of those securities, but are included with the net
realized and unrealized gain or loss on investments.
1. SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
INCOME TAXES. As a qualified regulated investment company under Subchapter
M of the Internal Revenue Code, each fund is not subject to income taxes to
the extent that it distributes all of its taxable income for the fiscal
year. The schedules of investments include information regarding income
taxes under the caption "Income Tax Information."
INVESTMENT INCOME. 
MONEY MARKET PORTFOLIO. Interest income, which includes amortization of
premium and accretion of original issue discount, is accrued as earned. 
HIGH INCOME, EQUITY-INCOME, GROWTH AND OVERSEAS PORTFOLIOS. Dividend income
is recorded on the ex-dividend date, except certain dividends from foreign
securities where the ex-dividend date may have passed, are recorded as soon
as the funds are informed of the ex-dividend date. Interest income, which
includes accretion of original issue discount, 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 between the
funds in the trust.
DISTRIBUTIONS TO SHAREHOLDERS. Dividends are declared daily and paid
monthly from net interest income for the Money Market Portfolio.
Distributions are recorded on the ex-dividend date for all other funds. For
the Overseas Portfolio, certain foreign currency gains (losses) are taxable
as ordinary income and, therefore, increase (decrease) taxable ordinary
income available for distribution.
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, partnerships, non-taxable
dividends and losses deferred due to wash sales. The funds (excluding the
Money Market Portfolio) also utilized earnings and profits distributed to
shareholders on redemption of shares as a part of the dividends paid
deduction for income tax purposes.
Permanent book and tax basis differences relating to shareholder
distributions will result in reclassifications to paid in capital.
Undistributed net investment income may include temporary book and tax
basis differences which will reverse in a subsequent period. Any taxable
income or gain remaining at fiscal year end is distributed in the following
year.
SECURITY TRANSACTIONS. Security transactions are accounted for as of trade
date. Gains and losses on securities sold are determined on the basis of
identified cost.
2. OPERATING POLICIES.
FORWARD FOREIGN CURRENCY CONTRACTS. The funds may enter into forward
foreign currency contracts. These contracts involve market risk in excess
of the amount reflected in the fund's Statement of Assets and Liabilities.
The face or contract amount in U.S. dollars reflects the total exposure the
fund has in that particular currency contract. The U.S. dollar value of
forward foreign currency contracts is determined using forward currency
exchange rates supplied by a quotation service. Losses may arise due to
changes in the value of the foreign currency or if the counterparty does
not perform under the contract.
Purchases and sales of forward foreign currency contracts having the same
settlement date and broker are offset and any realized gain (loss) is
recognized on the date of offset, otherwise gain (loss) is recognized on
settlement date.
REPURCHASE AGREEMENTS. The funds, through their custodian, receive delivery
of the underlying securities, whose market value is required to be at least
102% of the resale price at the time of purchase. The funds' investment
adviser, Fidelity Management & Research Company (FMR), is responsible for
determining that the value of these underlying securities remains at least
equal to the resale price.
2. OPERATING POLICIES - CONTINUED
JOINT TRADING ACCOUNT. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission (the SEC), the funds, along with other
registered investment companies having management contracts with FMR, may
transfer uninvested cash balances into a joint trading account. These
balances are invested in one or more repurchase agreements that are
collateralized by U.S. Treasury or Federal Agency obligations.
INTERFUND LENDING PROGRAM. Pursuant to an Exemptive Order issued by the
SEC, the funds, along with other registered investment companies having
management contracts with FMR, may participate in an interfund lending
program. This program provides an alternative credit facility allowing the
funds to borrow from, or lend money to, other participating funds.
INDEXED SECURITIES. The funds (excluding the Money Market Portfolio) may
invest in indexed securities whose value is linked either directly or
inversely to changes in foreign currencies, interest rates, commodities,
indices, or other reference instruments. Indexed securities may be more
volatile than the reference instrument itself, but any loss is limited to
the amount of the original investment.
RESTRICTED SECURITIES. The funds are permitted to invest in privately
placed restricted securities. These securities 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. At the end of the period, restricted securities (excluding 144A
issues) for the Money Market and High Income Portfolios amounted to
$28,000,000 and $20,863,194 or 4.2% and 4.1% of net assets, respectively
3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES. 
MANAGEMENT FEE. As each fund's investment adviser, FMR receives a monthly
fee.
For the Money Market Portfolio, FMR receives a monthly fee that is
calculated on the basis of a basic fund fee rate of .03% of the fund's
average net assets, plus a fixed income group fee rate and an income-based
fee. The group fee rate is the weighted average of a series of rates
ranging from .1325% to .3700% and is based on the monthly average net
assets of all the mutual funds advised by FMR. The income-based fee is
added only when the fund's yield exceeds 5%. At that time the income-based
fee would equal 6% of that portion of the fund's gross income that
represents a gross yield of more than 5% per year. The maximum income-based
component is 0.24% (annualized) of average net assets. For the period, the
management fee was equivalent to an annualized rate of .19% of average net
assets.
For all other funds, FMR receives a monthly fee that is calculated on the
basis of a group fee rate plus a fixed individual fund fee rate applied to
the average net assets of each fund. The group fee rate is the weighted
average of a series of rates ranging from .1325% to .3700% for the High
Income Portfolio and .30% to .52% for the Equity-Income, Growth and
Overseas Portfolios and is based on the monthly average net assets of all
the mutual funds advised by FMR. The annual individual fund fee rate are
.45%, .20%, .30% and .45% for the High Income, Equity-Income, Growth and
Overseas Portfolios, respectively. For the period, the management fees were
equivalent to annualized rates of .62%, .53%, .63% and .78% of average net
assets for the High Income, Equity-Income, Growth and Overseas Portfolios,
respectively.
For the High Income Portfolio, the Board of Trustees approved a new group
fee rate schedule with rates ranging from .12% to .37%. Effective August 1,
1994, FMR has voluntarily agreed to implement this new group fee rate
schedule as it results in the same or a lower management fee.
For the Equity-Income, Growth and Overseas Portfolios, the Board of
Trustees previously approved a group fee rate schedule with rates ranging
from .2850% to .52%. Effective November 1, 1993, FMR voluntarily
implemented this group fee rate schedule as it resulted in the same or
lower management fee. In July 1994, the Board of Trustees approved a new
group fee rate schedule with rates ranging from .27% to .52%. Effective
August 1, 1994, FMR has voluntarily agreed to implement this new group fee
rate schedule as it results in the same or a further reduction in
management fees.
3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - CONTINUED
SUB-ADVISER FEES. 
As the Money Market Portfolio's investment sub-adviser, FMR Texas Inc., a
wholly owned subsidiary of FMR, receives a fee from FMR of 50% of the
management fee payable to FMR. The fee is paid prior to any voluntary
expense reimbursements which may be in effect, and after reducing the fee
for any payments by FMR pursuant to the fund's Distribution and Service
Plan.
FMR, on behalf of the High Income and Overseas Portfolios, entered into
sub-advisory agreements with affiliates of FMR. In addition, one of the
sub-advisers of the Overseas Portfolio, Fidelity International Investment
Advisors (FIIA), entered into a sub-advisory agreement with its subsidiary,
Fidelity International Investment Advisors (U.K.) Limited (FIIAL U.K.).
Under the sub-advisory arrangements, FMR may receive investment advice and
research services and may grant the sub-advisers investment management
authority to buy and sell securities. FMR pays its sub-advisers either a
portion of its management fee or a fee based on costs incurred for these
services. FIIA pays FIIAL U.K. a fee based on costs incurred for either
service.
TRANSFER AGENT FEES. Fidelity Investments Institutional Operations Company
(FIIOC), an affiliate of FMR, is the funds' transfer, dividend disbursing
and shareholder servicing agent. FIIOC receives fees based on the type,
size, number of accounts and the number of transactions made by
shareholders. FIIOC pays for typesetting, printing and mailing of all
shareholder reports, except proxy statements.
ACCOUNTING FEES. Fidelity Service Co., an affiliate of FMR, maintains the
funds' accounting records. The fee is based on the level of average net
assets for the month plus out-of-pocket expenses.
BROKERAGE COMMISSIONS. Some of the funds placed a portion of their
portfolio transactions with brokerage firms which are affiliates of FMR.
The commissions paid to these affiliated firms for the period were $5,440,
$759,670, $579,901 and $1,054, for the High Income, Equity-Income, Growth
and Overseas Portfolios, respectively .
4. INTERFUND LENDING PROGRAM.
The Money Market Portfolio participated in the interfund lending program as
a lender. The maximum loan and the average daily loan balances during the
periods for which loans were outstanding amounted to $28,856,000 and
$20,646,333, respectively. The weighted average interest rate was 3.91%.
Interest earned from the interfund lending program amounted to $6,753 and
is included in interest income on the Statement of Operations.
The High Income Portfolio participated in the interfund lending program as
a borrower. The maximum loan and the average daily loan balances during the
periods for which loans were outstanding amounted to $20,158,000 and
$16,203,167, respectively. The weighted average interest rate was 3.61%.
Interest expense includes $9,755 paid under the interfund lending program.
5. BANK BORROWINGS.
Each fund is permitted to have bank borrowings for temporary or emergency
purposes to fund shareholder redemptions. Each fund has established
borrowing arrangements with certain banks. Under the most restrictive
arrangement, each fund must pledge to the bank securities having a market
value in excess of 220% of the total bank borrowings. The interest rate on
the borrowings is the bank's base rate, as revised from time to time. For
the High Income and Growth Portfolios, the maximum loan during the periods
for which loans were outstanding amounted to $5,228,000 and $18,017,000,
respectively, and the average daily loan balances were $2,745,833 and
$13,731,167, respectively. The weighted average interest rate was 3.97%and
4.33% for the High Income and Growth Portfolios, respectively. Interest
expense for the High Income and Growth Portfolios includes $1,821 and
$9,901, respectively, paid under the bank borrowing program.
6. EXPENSE REDUCTIONS.
FMR voluntarily agreed to reimburse the funds' total operating expenses
(excluding interest, taxes, brokerage commissions and extraordinary
expenses) above an annual rate of 1.00% of average net assets for the High
Income Portfolio and 1.50% of average net assets for the Equity-Income,
Growth and Overseas Portfolios. For the period, there was no reimbursement
under this agreement.
FMR has directed certain portfolio trades of the Equity-Income and Growth
Portfolios to brokers who paid a portion of each fund's expenses. For the
period, the Equity-Income and Growth Portfolios expenses were reduced under
this arrangement by $152,881 and 148,825, respectively.
7. TRANSACTIONS WITH AFFILIATED COMPANIES.
An affiliated company is a company in which the fund has ownership of at
least 5% of the voting securities. A summary of transactions with companies
which are or were affiliates of the Growth Portfolio is as follows:
 Purchase Sales Dividend Market
Affiliate Cost Cost Income Value
Sport Supply Group, Inc.  $ 624,649  - $ 13,294 $ 5,997,694
8. BENEFICIAL INTEREST.
At the end of the period, Fidelity Investments Life Insurance Company
(FILI) , an affiliate of FMR, was record owner of more than 5% of the
outstanding shares of the funds and certain unaffiliated insurance
companies were record owners of more than 10% of the outstanding shares:
  FILI  UNAFFILIATED INSURANCE COMPANIES
 FUND % OF OWNERSHIP # OF % OF OWNERSHIP
 Money Market 49 2 31
 High Income 21 1 38
 Equity-Income 31 1 29
 Growth 21 1 30
 Overseas 24 1 40
 
THIS REPORT AND THE FINANCIAL STATEMENTS CONTAINED HEREIN ARE SUBMITTED FOR
THE GENERAL INFORMATION OF THE 
SHAREHOLDERS OF THE FUNDS. THIS REPORT IS NOT AUTHORIZED FOR DISTRIBUTION
TO PROSPECTIVE INVESTORS IN THE FUNDS 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, THE FEDERAL RESERVE BOARD OR ANY 
OTHER AGENCY, AND ARE SUBJECT TO INVESTMENT RISK, INCLUDING THE POSSIBLE
LOSS OF PRINCIPAL. NEITHER THE FUNDS NOR 
FIDELITY DISTRIBUTORS CORPORATION IS A BANK.
INVESTMENT ADVISER
Fidelity Management & Research Company
Boston, MA
OFFICERS
Edward C. Johnson 3d, PRESIDENT
J. Gary Burkhead, SENIOR VICE PRESIDENT
William J. Hayes, VICE PRESIDENT
Thomas J. Steffanci, VICE PRESIDENT
Fred L. Henning, Jr., VICE PRESIDENT
Robert A. Lawrence, VICE PRESIDENT
Lawrence Greenberg, VICE PRESIDENT
Barry J. Coffman, VICE PRESIDENT
Robert Litterst, VICE PRESIDENT
John R. Hickling, VICE PRESIDENT
Gary L. French, TREASURER
John H. Costello, ASSISTANT TREASURER
Leonard M. Rush, ASSISTANT TREASURER
Arthur S. Loring, SECRETARY
Robert H. Morrison, MANAGER, SECURITY TRANSACTIONS
BOARD OF TRUSTEES
J. Gary Burkhead
Ralph F. Cox
Phyllis Burke Davis
Richard J. Flynn
Edward C. Johnson 3d
E. Bradley Jones
Donald J. Kirk
Peter S. Lynch
Edward H. Malone
Marvin L. Mann
Gerald C. McDonough
Thomas R. Williams
GENERAL DISTRIBUTOR
Fidelity Distributors Corporation
Boston, MA
TRANSFER AND SHAREHOLDER
SERVICING AGENT
Fidelity Investments Institutional Operations Co.
Boston, MA 
CUSTODIAN
MONEY MARKET PORTFOLIO: 
 Morgan Guaranty Trust Company of New York, 
 New York, NY
HIGH INCOME PORTFOLIO: 
 The Bank of New York, New York, NY
EQUITY-INCOME AND OVERSEAS PORTFOLIOS: 
 The Chase Manhattan Bank, N.A., 
 New York, NY
GROWTH PORTFOLIO: 
 Brown Brothers Harriman & Co., Boston, MA
VIPI-8-94S



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