VARIABLE INSURANCE PRODUCTS FUND
N-30D, 1995-03-01
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(2_FIDELITY_LOGOS)
VARIABLE INSURANCE PRODUCTS
FUND
MONEY MARKET PORTFOLIO
HIGH INCOME PORTFOLIO
EQUITY-INCOME PORTFOLIO
GROWTH PORTFOLIO
OVERSEAS PORTFOLIO
ANNUAL REPORT 
DECEMBER 31, 1994
CONTENTS
 
 
 
<TABLE>
<CAPTION>
<S>                                 <C>       <C>                                              
MARKET ENVIRONMENT                  VIPF-3    A REVIEW OF WHAT HAPPENED DURING THE PAST YEAR   
 
MONEY MARKET PORTFOLIO              VIPF-4    PERFORMANCE                                      
                                    VIPF-5    FUND TALK: THE MANAGER'S OVERVIEW                
                                    VIPF-6    INVESTMENTS                                      
                                    VIPF-9    FINANCIAL STATEMENTS                             
 
HIGH INCOME PORTFOLIO               VIPF-11   PERFORMANCE AND INVESTMENT SUMMARY               
                                    VIPF-12   FUND TALK: THE MANAGER'S OVERVIEW                
                                    VIPF-13   INVESTMENTS                                      
                                    VIPF-19   FINANCIAL STATEMENTS                             
 
EQUITY-INCOME PORTFOLIO             VIPF-21   PERFORMANCE AND INVESTMENT SUMMARY               
                                    VIPF-22   FUND TALK: THE MANAGER'S OVERVIEW                
                                    VIPF-23   INVESTMENTS                                      
                                    VIPF-27   FINANCIAL STATEMENTS                             
 
GROWTH PORTFOLIO                    VIPF-29   PERFORMANCE AND INVESTMENT SUMMARY               
                                    VIPF-30   FUND TALK: THE MANAGER'S OVERVIEW                
                                    VIPF-31   INVESTMENTS                                      
                                    VIPF-35   FINANCIAL STATEMENTS                             
 
OVERSEAS PORTFOLIO                  VIPF-37   PERFORMANCE AND INVESTMENT SUMMARY               
                                    VIPF-38   FUND TALK: THE MANAGER'S OVERVIEW                
                                    VIPF-39   INVESTMENTS                                      
                                    VIPF-45   FINANCIAL STATEMENTS                             
 
NOTES TO FINANCIAL STATEMENTS       VIPF-47   NOTES TO THE FINANCIAL STATEMENTS                
 
REPORT OF INDEPENDENT ACCOUNTANTS   VIPF-51   THE AUDITORS' OPINION                            
 
DISTRIBUTIONS                       VIPF-52                                                    
 
</TABLE>
 
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.
MARKET ENVIRONMENT
 
 
After producing strong results in 1993, most stock and bond markets
worldwide experienced increased volatility and lower returns in 1994.
Returns were dampened by rising interest rates and fears of inflation that
could result from expanding economies. U.S. stock and bond markets
generally lagged counterparts in the developed world, while emerging
markets struggled despite a mid-year rally.
U.S. STOCK MARKETS
The Standard & Poor's Composite Index of 500 stocks - a broad measure of
U.S. stock performance - rose 1.32% for the 12 months ended December 31,
1994, below the market's long-term average annual return. The NASDAQ
Composite Index - a measure of small stock performance - fell 3.20%. The
Dow Jones Industrial Average - an index of 30 blue-chip stocks - did
somewhat better, returning 4.97%. 
There was a tug-of-war in the stock market during much of 1994, fueled by
two competing sentiments. On one side there was concern that rising
interest rates would hurt future corporate earnings. Performance was
dampened in the first part of the year, when four of six Federal Reserve
Board short-term interest rate increases occurred. The market dropped
sharply in November when the Fed raised rates again. On the other hand,
strengthening current corporate earnings and a flurry of merger and
acquisition activity helped the market rally from July through October and
again in December.
Technology was one of the best performing market sectors through the second
half of the year, although many technology stocks suffered corrections in
the second quarter of 1994. Performance was fueled by improving earnings
associated with strong growth in personal computers and related products.
Marked increases in cellular subscriptions helped technology stocks that
focus on microchips, as well as communications companies. Health care
stocks rebounded in the second half of the year, for two reasons. First,
concerns about reform abated, 
as President Clinton's health care plan lost momentum. Second, stocks
benefited from a spate of merger and acquisition activity. Consumer
nondurables - such as food, beverage and tobacco companies - also showed
some strength, as investors sought traditional big-name growth stocks,
which may have steady earnings growth in the face of higher interest rates.
Cyclical stocks - those that usually rise and fall in tandem with the
economy - provided mixed returns during 1994. Although they dropped off
late in the year, industrial commodity industries such as chemicals and
paper performed well because the U.S. economic recovery boosted demand for
these products, and many companies successfully cut costs. However, concern
that rising interest rates might slow the economy - and therefore diminish
future earnings growth - hurt other cyclicals such as railroads and
automobiles. Interest rates also hurt financial stocks, notably banks,
because interest margins - the difference between the interest banks earn
through loans and the interest banks pay to depositors - narrowed.
FOREIGN STOCK MARKETS
Foreign markets showed mixed results in 1994. The Morgan Stanley EAFE
(Europe, Australia, Far East) index was up 7.78%. Many European economies
began to recover in 1994. In several nations, however, the positive effects
of that growth on corporate earnings were outweighed by the negative
effects of higher interest rates. The Morgan Stanley Europe Index rose
2.28% in 1994. Japan's stock market showed improvement, as the country's
economy appeared to emerge from a long recession. Even though Japan's
stocks gave back some of their gains over the summer, according to Morgan
Stanley Capital International Japanese stocks rose 21.4% in U.S. dollars
for the year. 
Emerging markets were among the most volatile over the past year. As stock
prices relative to earnings reached high levels by early 1994, many
emerging markets began corrections that lasted several months. Over the
summer, strong earnings growth and more attractive valuations gave rise to
a rally in many emerging markets. However, as the year closed, most of
these markets were hurt by negative sentiment created by Mexico's
devaluation of the peso in December; the Morgan Stanley Emerging Markets
Free Index fell 7.32% during 1994.
U.S. BOND MARKETS
Sharply rising interest rates and ongoing inflation worries caused a severe
downturn in U.S. bond markets in 1994. Yields rose sharply - and prices
fell - on virtually all types of fixed-income investments. The Federal
Reserve Board raised the federal funds rate - the rate banks charge each
other for overnight loans - from 3.00% to 5.50% from February to November.
The Fed was hoping to head off future inflation that may be triggered by an
improving U.S. economy. However, investors heavily sold bonds at the very
threat of inflation because inflation diminishes the value of their fixed
payments. After reaching a three-decade low of 5.79% on October 30, 1993,
the yield on the benchmark 30-year Treasury bond broke the 8% barrier in
October 1994. The Lehman Brothers Aggregate Bond Index - a broad measure of
taxable bonds in the U.S. market - declined 2.92% for the year. Rising
interest rates and uncertainty over the future of the economy also hurt
high-yield issues. The Merrill Lynch High Yield Master Index fell 1.17%. In
the mortgage-backed market, the negative effects of rising interest rates
outweighed the positive effects of a decline in refinancings; the Lehman
Brothers mortgage index fell 1.61% in 1994.
FOREIGN BOND MARKETS
Most overseas bond markets were hurt by rising interest rates. The sell-off
was most pronounced in emerging markets earlier in the year, where many
investors held highly leveraged positions - investments made with borrowed
money. Although they showed some signs of strengthening in the second half
of 1994, emerging markets were sent tumbling again when Mexico devalued the
peso in December. The J.P. Morgan Emerging Markets Bond Index fell 18.68%
for the year. Developed markets fared somewhat better, benefiting from
higher yields and lower volatility. The Salomon Brothers World Government
Bond Index - which measures bond market performance in developed nations
including the U.S. - rose 2.34% for the year.
VARIABLE INSURANCE PRODUCTS FUND: MONEY MARKET PORTFOLIO
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
An interview with Bob Litterst, Portfolio Manager of Money Market Portfolio
Q. BOB, INTEREST RATES HAVE RISEN SHARPLY DURING THE YEAR. CAN YOU BRING US
UP TO DATE?
A. Sure. The world looked a lot different in January 1994, when the period
began. The benchmark federal funds rate-what banks charge each other for
overnight loans-was 3.00%, and most market participants expected short-term
rates to remain stable for the foreseeable future. Then on February 4, the
Federal Reserve reversed three years of policies designed to stimulate
economic growth and raised the federal funds rate to 3.25%. Like most
analysts, I had anticipated the Fed would have to boost rates eventually;
nonetheless, I was surprised by the timing. As it turned out, that was only
the beginning. Six more rate increases followed. By year-end, the federal
funds rate was 5.50%.
Q. WHY WAS THE FED SO AGGRESSIVE WHEN INFLATION REMAINED 
SO TAME?
A. I think the Fed's main concern all year has been an excessive rate of
economic growth that, if left alone, would lead to higher inflation. The
foundation for this growth has been the impressive strength of the labor
market. The economy added 3.5 million jobs in 1994. As job growth and
employment improve, it can create a self-perpetuating cycle, leading to
improved consumer confidence, higher incomes, increased demand, and
ultimately increased production to meet that demand. That's been the case
all year, and the upshot has been continued growth in the economy at a rate
that clearly exceeds the Fed's non-inflationary growth target of 2.5%. For
all of 1994, the country's gross domestic product grew at an annual rate of
approximately 4%.
Q. WHAT WAS YOUR STRATEGY IN THE FACE OF RISING RATES?
A. When interest rates are rising, the main thing I can do is shorten the
fund's average maturity. Then as the fund's investments turn over more
frequently, I can reinvest at higher rates and let the fund's yield rise
with the market yield. That was the basis of my strategy all year. At the
start of the period, when interest rates were stable, the fund's average
maturity was an aggressive 80 days. By late January it was down to 71 days.
In retrospect, that was still too long. Had I been able to better predict
the timing of the Fed's initial rate increase, I would have shortened the
fund's maturity sooner.
Q. DID YOU SHORTEN FURTHER AS TIME WENT ON?
A. For the most part, yes. The fund's maturity fell gradually and
significantly over the course of the year, to 39 days by the end of
December. That said, along the way I took advantage of buying opportunities
as they presented themselves, even if it meant briefly extending maturity.
That's because in a volatile environment, the markets sometimes overreact.
Whenever I could find 3- or 6-month securities whose yields already
reflected all the bad news I could imagine, I bought them.
Q. WHAT ABOUT ASSET SELECTION?
A. One thing I've done is build about a 25% stake in variable rate
instruments. Most are securities whose yields adjust to market conditions
at daily, weekly or monthly intervals. For obvious reasons, they're
especially useful in a rising-rate environment. There's one other
development worth mentioning: recently I've added more high-quality private
securities such as commercial paper and bank certificates of deposit at the
expense of U.S. Treasury and agency holdings. That's consistent with my
overall goal of locking in the highest possible yield while still
preserving the fund's stable share price.
Q. WHAT'S THE OUTLOOK FOR THE COMING YEAR?
A. The future looks pretty interesting. Most everyone agrees that the
economy is strong and likely to remain so for the near future. That
suggests the Fed may well see the need for more rate increases in the
months ahead. But this is where opinions differ. Private economists'
forecasts spread across a broad range; but the consensus expects the
federal funds rate to hit 6.50% or 7.00% by mid-year, and stop there. They
expect the Fed's actions to date will cause the economy to slow down by
mid-summer, eliminating the need for further rate increases. If, on the
other hand, you look at certain market gauges, you'll find that many
traders are assuming a 7.50% to 7.75% federal funds rate by June, possibly
reaching 8.00% by the end of the year. I'm not sure who's right, although I
will maintain a cautious stance until I see concrete evidence of a slowdown
in the labor market. The Fed has surprised us all year, and the economists
often have been wrong. In the near term, I will likely preserve the fund's
defensive posture and aim for an average maturity of around 40 days.
 
 
FUND FACTS
GOAL: income and share price stability by 
investing in high quality, short-term 
instruments
START DATE: April 1, 1982
SIZE: As of December 31, 1994, more than 
$748 million
MANAGER: Robert Litterst, since 1992; 
manager, Capital Reserves Money Market, 
Fidelity Cash Reserves, Fidelity Money 
Market Trust: Retirement Money Market, since 
1992; joined Fidelity in 1991
(checkmark)
VARIABLE INSURANCE PRODUCTS FUND: MONEY MARKET PORTFOLIO
PERFORMANCE
 
 
To measure a money market fund's performance, you can look at either total
return or yield. Total return reflects both the change 
in a fund's share price over a given period, and reinvestment of its
dividends (or income). Yield measures the income paid by a fund. Since a
money market fund tries to maintain a $1 share price, yield is an important
measure of performance.
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED          PAST 1   PAST 5   PAST 10   
DECEMBER 31, 1994      YEAR     YEARS    YEARS     
 
Money Market           4.25%    5.09%    6.31%     
 
Consumer Price Index   2.67%    3.49%    3.58%     
 
AVERAGE ANNUAL TOTAL RETURNS take the fund's actual (or cumulative) return
and show you what would have happened if the fund had achieved that return
by performing at a constant rate each year. 
Comparing the fund's performance to the Consumer Price Index (CPI) helps
show how your investment did compared to inflation. (The periods covered by
the CPI numbers are the closest available match to those covered by the
fund.)
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.
YIELD
Row: 1, Col: 1, Value: 3.24
Row: 1, Col: 2, Value: 2.34
Row: 2, Col: 1, Value: 3.47
Row: 2, Col: 2, Value: 2.29
Row: 3, Col: 1, Value: 4.22
Row: 3, Col: 2, Value: 2.38
Row: 4, Col: 1, Value: 4.69
Row: 4, Col: 2, Value: 2.47
Row: 5, Col: 1, Value: 5.619999999999999
Row: 5, Col: 2, Value: 2.7
Money Market
MMDA
6% -
5% -
4% -
3% -
2% -
1% -
0% 
  12/31/93 3/31/94 6/30/94 9/30/94 12/31/94
 
 Money Market 3.24% 3.47% 4.22% 4.69% 5.62%
 
 MMDA 2.34% 2.29% 2.38% 2.47% 2.70%
YIELD refers to the income paid by the fund over a given period. Yields for
money market funds are usually for seven-day periods, 
expressed as annual percentage rates. A yield that assumes income earned is
reinvested or compounded is called an effective yield. The chart above
shows the fund's current seven-day yield at quarterly intervals over the
past year. This is compared to similar yields for the average bank money
market deposit account (MMDA). The MMDA average is supplied by BANK RATE
MONITOR.(Trademark)
 
COMPARING PERFORMANCE
There are some important differences between 
a bank money market deposit account (MMDA) 
and a money market fund. First, the U.S. 
government neither insures nor guarantees a 
money market fund. In fact, there is no 
assurance that a money fund will maintain a $1 
share price. Second, a money market fund 
returns to its shareholders income earned by the 
fund's investments after expenses. This is in 
contrast to banks, which set their MMDA rates 
periodically based on current interest rates, 
competitors' rates, and internal criteria.
(checkmark)
VARIABLE INSURANCE PRODUCTS FUND: HIGH INCOME PORTFOLIO
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                          <C>            <C>             
 DECEMBER 31, 1994                                                                                                  
 
ASSETS                
 
Investment in securities, at value (including repurchase agreements of $85,895,000) (cost $592,148,678) -     $ 558,734,266   
See accompanying schedule                                                                                                 
 
Cash                                                                                                             480,460        
 
Receivable for investments sold                                                                                  29,938,603     
 
Receivable for fund shares sold                                                                                   9,806,779      
 
Dividends receivable                                                                                              167,080        
 
Interest receivable                                                                                                7,532,893      
 
Other receivables                                                                                                   9,498          
 
 TOTAL ASSETS                                                                                                       606,669,579    
 
LIABILITIES                                                                                                                 
 
Payable for investments purchased                                                                  $ 36,267,849                   
 
Payable for fund shares redeemed                                                                  608,457                       
 
Accrued management fee                                                                            264,267                       
 
Other payables and accrued expenses                                                                112,250                       
 
 TOTAL LIABILITIES                                                                                                  37,252,823     
 
NET ASSETS                                                                                                          $ 569,416,756   
 
Net Assets consist of:                                                                                                    
 
Paid in capital                                                                                                     $ 560,920,581   
 
Undistributed net investment income                                                                                  42,834,969     
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions                (920,568       
                                                                                                                    )               
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies         (33,418,226    
                                                                                                                   )               
 
NET ASSETS, for 52,985,957 shares outstanding                                                                       $ 569,416,756   
 
NET ASSET VALUE, offering price and redemption price per share ($569,416,756 (divided by) 52,985,957 shares)         $10.75         
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                                <C>            <C>            
 YEAR ENDED DECEMBER 31, 1994                                                                    
 
INVESTMENT INCOME                                                                 $ 2,557,972    
Dividends                                                                                        
 
Interest                                                                           44,027,810    
 
 TOTAL INCOME                                                                      46,585,782    
 
EXPENSES                                                                                         
 
Management fee                                                     $ 2,999,205                   
 
Transfer agent fees                                                 163,055                      
 
Accounting fees and expenses                                        197,109                      
 
Non-interested trustees' compensation                               2,971                        
 
Custodian fees and expenses                                         32,795                       
 
Registration fees                                                   39,558                       
 
Audit                                                               36,639                       
 
Legal                                                               7,402                        
 
Interest                                                            11,576                       
 
Miscellaneous                                                       4,116                        
 
 TOTAL EXPENSES                                                                    3,494,426     
 
Net investment income                                                              43,091,356    
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                              
Net realized gain (loss) on:                                                                     
 
 Investment securities                                              (685,389                     
                                                                   )                             
 
 Foreign currency transactions                                      (40,686        (726,075      
                                                                   )              )              
 
Change in net unrealized appreciation (depreciation) on:                                         
 
 Investment securities                                              (49,789,424                  
                                                                   )                             
 
 Assets and liabilities in foreign currencies                       (3,814         (49,793,238   
                                                                   )              )              
 
NET GAIN (LOSS)                                                                    (50,519,313   
                                                                                  )              
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                   $ (7,427,957   
                                                                                  )              
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                                 <C>             <C>             
                                                                                                    YEAR ENDED      YEAR ENDED      
                                                                                                    DECEMBER 31,    DECEMBER 31,    
                                                                                                    1994            1993            
 
INCREASE (DECREASE) IN NET ASSETS                                                                                        
 
Operations                                                                                         $ 43,091,356    $ 29,828,034    
Net investment income                                                                                                      
 
 Net realized gain (loss)                                                                            (726,075        16,098,896     
                                                                                                   )                               
 
 Change in net unrealized appreciation (depreciation)                                               (49,793,238     14,925,422     
                                                                                                    )                               
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                                     (7,427,957      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                                                                                  498,543,147     445,327,008    
Net proceeds from sales of shares                                                                                             
 
 Reinvestment of distributions                                                                     46,157,203      18,618,954     
 
 Cost of shares redeemed                                                                             (385,629,739    (242,839,207   
                                                                                                    )               )               
 
 Net increase (decrease) in net assets resulting from share transactions                            159,070,611     221,106,755    
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                                           105,485,451     263,340,153    
 
NET ASSETS                                                                                                                 
 
 Beginning of period                                                                                 463,931,305     200,591,152    
 
 End of period (including undistributed net investment income of $42,834,969 and $29,661,902, 
respectively)                                                                                       $ 569,416,756   $ 463,931,305   
 
OTHER INFORMATION                                                                                                          
Shares                                                                                                                    
 
 Sold                                                                                                45,102,882      40,016,073     
 
 Issued in reinvestment of distributions                                                             4,073,892       1,809,421      
 
 Redeemed                                                                                           (34,899,979     (21,658,432    
                                                                                                  )               )               
 
 Net increase (decrease)                                                                             14,276,795      20,167,062     
 
SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.                                            
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
 
 
<TABLE>
<CAPTION>
<S>                                                      <C>                        <C>         <C>         <C>        <C>        
                                                       YEARS ENDED DECEMBER 31,                                                 
 
                                                         1994                       1993        1992        1991       1990       
 
SELECTED PER-SHARE DATA                                                                                                   
 
Net asset value, beginning of period                     $ 11.990                   $ 10.820    $ 9.550     $ 7.070    $ 8.110    
 
Income from Investment Operations                       .770                       .728        .790        .890       .858      
Net investment income                                                                                                 
 
 Net realized and unrealized gain (loss)                  (.910)                     1.332       1.290       1.590      (1.040)   
 
 Total from investment operations                           (.140)                     2.060       2.080       2.480      (.182)    
 
Less Distributions                                          (.730)                     (.794)      (.810)      -          (.858)    
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)    
 
Net asset value, end of period                            $ 10.750                   $ 11.990    $ 10.820    $ 9.550    $ 7.070    
 
TOTAL RETURN A                                             (1.64)%                    20.40%      23.17%      35.08%     (2.23)%   
 
RATIOS AND SUPPLEMENTAL DATA                                                                                                  
 
Net assets, end of period (000 omitted)                  $ 569,417                  $ 463,931   $ 200,591   $ 70,060   $ 29,990   
 
Ratio of expenses to average net assets B              .71%                       .64%        .67%        .97%       1.00%     
 
Ratio of expenses to average net assets before expense 
reductions B                                            .71%                       .66%        .67%        .97%       1.12%     
 
Ratio of net investment income to average net assets      8.75%                      8.69%       10.98%      12.94%     11.36%    
 
Portfolio turnover rate                                    122%                       155%        160%        154%       156%      
 
</TABLE>
 
A TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
B SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS.
VARIABLE INSURANCE PRODUCTS FUND: HIGH INCOME PORTFOLIO
PERFORMANCE AND INVESTMENT SUMMARY
 
 
PERFORMANCE
There are several ways to evaluate a fund's historical performance: total
percentage change in value, the average annual percentage change, or the
growth of a hypothetical $10,000 investment. Each performance figure
includes changes in a fund's share price, plus reinvestment of any
dividends (income) and capital gains (the profits the fund earns when it
sells stocks that have grown in value). 
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED                     PAST 1   PAST 5   LIFE OF   
DECEMBER 31, 1994                 YEAR     YEARS    FUND      
 
HIGH INCOME                       -1.64%   14.01%   10.88%    
 
Merrill Lynch High Yield Master   -1.17%   11.99%   11.28%    
 
Consumer Price Index              2.67%    3.49%    3.56%     
 
AVERAGE ANNUAL RETURNS take the fund's actual (or cumulative) return and
show you what would have happened if the fund had performed at a constant
rate each year.
 
UNDERSTANDING PERFORMANCE
How a fund did yesterday is no guarantee of 
how it will do tomorrow. Bond prices, for 
example, move in the opposite direction of 
interest rates. In turn, the share price, return, and 
yield of a fund that invests in bonds will vary. 
That means if you sell your shares during a 
market downturn, you might lose money. But if 
you can ride out the market's ups and downs, 
you may have a gain.
(checkmark)
You can compare the fund's returns to those of the Merrill Lynch High Yield
Master Index - a broad measure of the high yield bond market. This
benchmark includes reinvested dividends and capital gains, if any.
Comparing the fund's performance to the consumer price index (CPI) helps
show how your fund did compared to inflation. (The CPI returns begin on the
month end closest to the fund's start date).
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.
$10,000 OVER LIFE OF FUND
              VIP High Income (45VHigh Yield Master (J
     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            16599.98
     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            17768.33            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            27819.81
     02/28/94            27338.06            27619.74
     03/31/94            26417.10            26719.70
     04/30/94            26150.50            26407.45
     05/31/94            26198.98            26313.37
     06/30/94            26102.03            26893.29
     07/31/94            26198.98            27082.30
     08/31/94            26198.98            27270.47
     09/30/94            26392.86            27260.08
     10/31/94            26150.50            27329.36
     11/30/94            25932.38            27096.87
     12/30/94            26077.80            26906.19
 
Let's say you invested $10,000 in High Income Portfolio on September 30,
1985, shortly after the fund started. By December 31, 1994, your investment
would have grown to $26,054 - a 160.54% increase. That compares to $10,000
invested in the Merrill Lynch High Yield Master Index, which would have
grown to $26,906 over the same period - a 169.06% increase.
INVESTMENT SUMMARY
TOP FIVE HOLDINGS AS OF DECEMBER 31, 1994
(BY ISSUER, EXCLUDING REPURCHASE AGREEMENTS)   % OF FUND'S   
                                               INVESTMENTS   
 
Revlon Worldwide Corp.                         4.6           
 
Federated Department Stores, Inc. (Del.)       4.0           
 
First Nationwide Bank                          2.4           
 
Harrah's Jazz Co.                              2.0           
 
Robin Media Group, Inc.                        1.9           
 
TOP FIVE INDUSTRIES AS OF DECEMBER 31, 1994
                     % OF FUND'S   
                     INVESTMENTS   
 
Media & Leisure      25.2          
 
Nondurables          9.2           
 
Basic Industries     8.5           
 
Retail & Wholesale   7.8           
 
Finance              6.2           
 
QUALITY DIVERSIFICATION AS OF DECEMBER 31, 1994
(MOODY'S RATINGS)   % OF FUND'S   
                    INVESTMENTS   
 
Aaa, Aa, A          -             
 
Baa                 -             
 
Ba                  2.0           
 
B                   45.8          
 
Caa, Ca, C          9.4           
 
Nonrated            15.9          
 
TABLE EXCLUDES SHORT-TERM INVESTMENTS. UNRATED DEBT SECURITIES THAT ARE
EQUIVALENT TO BA AND BELOW AT DECEMBER 31, 1994, ACCOUNT FOR 13.6% OF THE
FUND'S INVESTMENTS.
VARIABLE INSURANCE PRODUCTS FUND: HIGH INCOME PORTFOLIO
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
 
An interview with Barry Coffman, Portfolio Manager of High Income Portfolio
Q. HOW HAS THE FUND PERFORMED, BARRY?
A. The fund held its own in a volatile market. The fund's returns were in
line with its benchmark, which returned -1.17% for the year ended December
31, 1994. 
Q. WHAT FACTORS INFLUENCED PERFORMANCE?
A. High-yield securities outperformed the Treasury and investment-grade
market because high-yield securities are more sensitive to individual
credit events than to interest rates in general. The higher coupon
component and shorter average maturities also make them less volatile than
investment-grade bonds. Aside from owning some good securities, we tried to
distinguish ourselves by avoiding many high-yield credit disasters - such
as Grand Union - which occurred in our market this year.
Q. WHAT HAS YOUR INVESTMENT STRATEGY BEEN IN THIS CHALLENGING MARKET
ENVIRONMENT?
A. Well, I started the year heavily weighted in cyclicals - securities that
tend to rise and fall with the economy - and by the end of the year had
sold out of many of the cyclical names and reinvested in more defensive
consumer product-related companies. Since it's more likely than not that
we'll experience slower economic growth over the next year or so, I'm
trying to strike a balance between the conservative and more aggressive
holdings in the fund.
Q. HAVE HIGHER INTEREST RATES INFLUENCED THE NEW ISSUES MARKET?
A. Oh, sure. Early in the year, it was a real seller's market. Coupons were
near 9%, and investment bankers were scrambling to bring new issues to
market. By the time many of those deals were ready to go, however, the
market had changed dramatically. Interest rates were higher and demand for
new issues had declined. Suddenly it was a buyer's market; at year-end
coupons on new issues were 12%-14%, and we were able to buy some solid
credits at very attractive prices. An example of the kind of deal that gets
structured in a soft market like this is Harrah's Jazz. The Harrah's issue,
which will finance the only land-based casino in New Orleans, came in a
fairly weak market, particularly for casinos, and has a 14% coupon.
Q. WHAT OTHER INVESTMENTS HAVE DONE WELL IN THE PAST SIX MONTHS?
A. Our largest holding, Revlon, has performed very well. The company is
beginning to reap the benefits of two years of operational restructuring.
Retailers also have been pleased with Revlon's new product line and the
company has increased its advertising and marketing support. The bonds, at
yields of 12%-17%, remain attractive, and I added to the position between
June and December.
Q. WHAT INVESTMENTS HAVEN'T WORKED OUT AS YOU'D HOPED?
A. There are a few of them. UDC Homes is a highly-leveraged home builder in
the Sunbelt. When interest rates went up, home building bonds traded off
significantly and hurt the fund. Another is El Paso Electric, a utility in
bankruptcy. Its merger with Central and Southwest, another utility, may be
renegotiated and as a result the bonds traded down. In this case, I think
the value will be realized eventually, and I have used the opportunity to
buy more bonds. Finally, Live Entertainment, a video distributor that was
supposed to merge with its affiliated movie studio, Carolco Pictures, has
been a letdown. During the year it became clear that Carolco was having
difficulties financing its new movies, and the merger wasn't going to
happen. The securities that had traded up traded back down and the fund
suffered.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. I'm going to concentrate on companies that have a high profile in the
marketplace and strong fundamentals, like Revlon, for the time being. I'm
also trying to focus on shorter-duration securities - with four- to
seven-year maturities - to minimize volatility from interest rates. Modest
growth and inflation should provide a good backdrop for favorable results
in the high-yield market. Interest rate volatility should decline and the
economy is expected to slow in the second half. It will become important to
focus on companies whose fundamentals can improve in a slowing economy. I
intend to maintain a good balance between stable, liquid credits and more
aggressive securities of companies with improving credit profiles.
 
 
FUND FACTS
GOAL: seeks high current income by investing 
primarily in high yielding, lower-rated 
fixed-income securities
START DATE: September 19, 1985
SIZE: as of December 31, 1994, more than 
$569 million
MANAGER: Barry Coffman, since 1990; joined 
Fidelity in 1986
(checkmark)
VARIABLE INSURANCE PRODUCTS FUND: HIGH INCOME PORTFOLIO
INVESTMENTS DECEMBER 31, 1994
 
Showing Percentage of Total Value of Investment in Securities
 
 
CORPORATE BONDS - 71.0%
 MOODY'S RATINGS PRINCIPAL VALUE
 (UNAUDITED) (C) AMOUNT (NOTE 1)
CONVERTIBLE BONDS - 0.0%
INDUSTRIAL MACHINERY & EQUIPMENT - 0.0%
ELECTRICAL EQUIPMENT - 0.0%
Ampex Corp., Series C, 0%, 
6/30/97  - $ 469,000 $ 146,075
RETAIL & WHOLESALE - 0.0%
GROCERY STORES - 0.0%
Farm Fresh, Inc. 7 1/2%, 
3/1/10  B3  186,000  102,300
TOTAL CONVERTIBLE BONDS   248,375
NONCONVERTIBLE BONDS - 71.0%
AEROSPACE & DEFENSE - 0.7%
Fairchild Industries, Inc. 
12 1/4%, 2/1/99 B2  4,055,000  3,973,900
BASIC INDUSTRIES - 7.9%
CHEMICALS & PLASTICS - 0.7%
American Pacific Corp. 
11%, 12/15/02 (f) -  850,000  850,000
Foamex JPS Automotive LP, 
 Series B,14%, 7/1/04  Caa  3,100,000  1,596,500
Trans Resources, Inc. 
 14 1/2%, 9/1/96 B2  580,000  591,600
 11 7/8%, 7/1/02 (f) B2  910,000  828,100
  3,866,200
IRON & STEEL - 2.2%
Republic Engineered Steels, Inc. 
9 7/8%, 12/15/01 B2  4,780,000  4,325,900
WCI Steel, Inc., Series B, 
10 1/2%, 3/1/02 B1  8,350,000  8,057,750
  12,383,650
METALS & MINING - 1.7%
Renco Metals, Inc. 
12%, 7/15/00 B3  5,150,000  4,892,500
Sherritt Incorporated 
 11%, 3/31/04 B1  3,950,000  2,688,173
 10 1/2%, 3/31/14 B1  1,870,000  1,802,213
  9,382,886
PACKAGING & CONTAINERS - 1.6%
Crown Packaging Holdings Ltd.
 0%, 11/1/03 (d) Caa  6,000,000  2,910,000
Crown Packaging Ltd.
 10 3/4%, 11/1/00 B3  6,000,000  6,000,000
  8,910,000
PAPER & FOREST PRODUCTS - 1.7%
Domtar Inc. 11 3/4%, 3/15/99 Ba1  3,275,000  3,348,688
Mail-Well Corp. 
10 1/2%, 2/15/04 B-  1,420,000  1,235,400
Mail-Well Holdings, Inc. 
0%, 2/15/06 (d) -  1,850,000  758,500
Stone Container Corp. 
9 7/8%, 2/1/01 B1  4,180,000  3,950,100
  9,292,688
TOTAL BASIC INDUSTRIES   43,835,424
 
 MOODY'S RATINGS PRINCIPAL VALUE
 (UNAUDITED) (C) AMOUNT (NOTE 1)
NONCONVERTIBLE BONDS - CONTINUED
CONGLOMERATES - 1.9%
Jordan Industries, Inc.: 
10 3/8%, 8/1/03 B3 $ 3,405,000 $ 3,030,450
 0%, 8/1/05 (d) Caa  14,645,000  7,542,175
   10,572,625
CONSTRUCTION & REAL ESTATE - 4.6%
BUILDING MATERIALS - 3.6%
Adience, Inc. 11%, 6/15/02 -  745,921  540,793
Building Materials Corp., America 
0%, 7/1/04 (d) B1  16,660,000  8,330,000
DAL Tile International, Inc. 
secured coupon, 
0%, 7/15/98 Caa  15,155,000  9,528,706
USG Corp., Series B, 
9 1/4%, 9/15/01 B2  1,620,000  1,514,700
  19,914,199
CONSTRUCTION - 0.2%
MDC Holdings, Inc. 
8 3/4%, 12/15/05 -  320,000  262,400
UDC Homes 
11 3/4%, 4/30/03 B2  1,671,000  827,145
  1,089,545
REAL ESTATE - 0.8%
Bramalea Ltd. 0%, 3/22/98 -  3,595,099  2,013,255
Littlefield Co. 10%, 12/31/95 (e) -  2,750,000  2,750,000
  4,763,255
TOTAL CONSTRUCTION & REAL ESTATE   25,766,999
DURABLES - 1.6%
AUTOS, TIRES, & ACCESSORIES - 1.0%
Aftermarket Technology Corp. 
12%, 8/1/04 B3  5,680,000  5,850,400
TEXTILES & APPAREL - 0.6%
Hat Brands, Inc. 12 5/8%, 
9/15/02: 
  Series B -  1,520,000  1,599,800
  Series D -  680,000  715,700
Leslie Fay Cos., Inc. (b)(e): 
 9.53%, 1/15/00  -  676,319  473,423
 10.54%, 1/15/02  -  611,353  366,812
  3,155,735
TOTAL DURABLES   9,006,135
ENERGY - 2.7%
ENERGY SERVICES - 1.3%
Falcon Drilling, Inc. 
9 3/4%, 1/15/01 B2  7,432,000  7,078,980
OIL & GAS - 1.4%
Deeptech International, Inc. 
12%, 12/15/00 B3  7,160,000  6,533,500
Mesa Capital Corp. secured 
0%, 6/30/98 (d) B3  1,730,000  1,487,800
  8,021,300
TOTAL ENERGY   15,100,280
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS PRINCIPAL VALUE
 (UNAUDITED) (C) AMOUNT (NOTE 1)
NONCONVERTIBLE BONDS - CONTINUED
FINANCE - 3.7%
CREDIT & OTHER FINANCE - 0.8%
Comdata Network, Inc. 
13 1/4%, 12/15/02 B3 $ 4,210,000 $ 4,546,800
INSURANCE - 2.4%
American Annuity Group, Inc. 
11 1/8%, 2/1/03 B2  2,210,000  2,176,850
American Life Holdings 
11 1/4%, 9/15/04 B1  7,500,000  7,275,000
Americo Life, Inc. 
9 1/4%, 6/1/05 Ba2  4,900,000  4,140,500
  13,592,350
SAVINGS & LOANS - 0.3%
Chevy Chase Savings Bank 
9 1/4%, 12/1/05 B2  1,980,000  1,663,200
SECURITIES INDUSTRY - 0.2%
ECM Corp. extendible 14%, 
 6/1/02 (f) -  739,195  813,115
TOTAL FINANCE   20,615,465
HOLDING COMPANIES - 0.2%
New Street Capital Corp. 
unit 12%, 2/28/98 (e) -  1,125,720  1,080,691
INDUSTRIAL MACHINERY & EQUIPMENT - 1.7%
Rexnord Holdings, Inc.: 
 11 7/8%, 3/1/99 B2  2,160,000  2,073,600
 11 7/8%, 3/1/99 (e) -  550,000  528,000
Thermadyne Holdings Corp.: 
10 1/4%, 5/1/02 -  1,484,000  1,424,640
 10 3/4%, 11/1/03 -  5,756,000  5,525,760
   9,552,000
MEDIA & LEISURE - 24.4%
BROADCASTING - 8.3%
Chancellor Broadcasting 
12 1/2%, 10/1/04 B3  2,220,000  2,164,500
Citicasters, Inc. 
9 3/4%, 2/15/04 B-  7,812,000  7,597,170
Cooke Media Group, Inc. 
11 5/8%, 4/1/99 -  350,000  329,000
Diamond Cable Communications 
 PLC 0%, 9/30/04 (d) B3  10,000,000  4,875,000
Helicon Group LP/Helicon Capital 
 Corp., 9%, 11/1/03 Caa  5,140,000  4,317,600
NWCG Holdings Corp. 
0%, 6/15/99 Caa  2,970,000  1,499,850
Robin Media Group, Inc. 
11 1/8%, 4/1/97 -  11,210,000  10,817,650
SCI Television, Inc. secured 
11%, 6/30/05 B3  6,710,000  6,793,875
Viacom, Inc. 8%, 7/7/06 B2  9,380,000  8,043,350
  46,437,995
ENTERTAINMENT - 1.3%
Carolco Pictures, Inc. 
11 1/2%, 10/15/00 (b) -  5,176,079  1,552,824
 
 MOODY'S RATINGS PRINCIPAL VALUE
 (UNAUDITED) (C) AMOUNT (NOTE 1)
NONCONVERTIBLE BONDS - CONTINUED
MEDIA & LEISURE - CONTINUED
ENTERTAINMENT - CONTINUED
Casino America, Inc. 
11 1/2%, 11/15/96 B1 $ 5,000,000 $ 4,200,000
Live Entertainment, Inc. 
10%, 9/1/98 -  2,716,600  1,385,466
  7,138,290
LEISURE DURABLES & TOYS - 1.6%
IHF CAP, Inc. 
13%, 7/15/02 (f) B3  4,000,000  3,940,000
IHF Holdings, Inc. 0%, 
11/15/04 (d)(f) Caa  10,250,000  4,971,250
  8,911,250
LODGING & GAMING - 10.1%
Aztar Corp.: 
11%, 10/1/02 B2  2,750,000  2,516,250
 13 3/4%, 10/1/04 B2  3,500,000  3,552,500
Bally's Casino Holdings, Inc. 
0%, 6/15/98 B3  10,450,000  6,531,250
Bally's Gaming International, Inc., 
10 3/8%, 7/15/98 -  3,000,000  2,805,000
Boyd Gaming Corp. 
10 3/4%, 9/3/03 B2  5,000,000  4,550,000
California Hotel Finance Corp. 
gtd. 11%, 12/1/02 B2  4,825,000  4,414,875
Casino Magic Financial Corp. 
11 1/2%, 10/15/01 B1  2,010,000  1,256,250
Four Seasons Hotels, Inc. 
9 1/8%, 7/1/00 B1  500,000  455,000
GNF Corp. Series B 
10 5/8%, 4/1/03 B2  2,850,000  1,881,000
Grand Casino Resorts, Inc. gtd. 
1st mtg. 12 1/2%, 2/1/00 -  1,780,000  1,682,100
HWCC-Tunica, Inc. 1st mtg. 
13 1/2%, 9/30/98 (f) -  5,520,000  4,802,400
Harrah's Jazz Co.
14 1/4%, 11/15/01 B1  10,610,000  11,113,975
Host Marriott Corp.:
9 1/8%, 12/1/00 B1  1,008,000  977,760
 10 1/2%, 5/1/06 B1  2,824,000  2,809,880
 11%, 5/1/06 B1  544,000  544,000
Host Marriott Hospitality, Inc. 
10 3/8%, 6/15/11 B1  649,000  644,133
Maritime Group Ltd. 
 14%, 2/15/97 (b) -  1,592,657  716,696
Motels of America, Inc. 
12%, 4/15/04 B3  3,430,000  3,447,150
Resorts International Hotel 
 Financing, Inc. mtg. 
 11%, 9/15/03 -  2,079,000  1,392,930
Sun International Hotels Ltd. 
10 1/2%, 12/12/95 (e) -  115,256  115,256
  56,208,405
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS PRINCIPAL VALUE
 (UNAUDITED) (C) AMOUNT (NOTE 1)
NONCONVERTIBLE BONDS - CONTINUED
MEDIA & LEISURE - CONTINUED
PUBLISHING - 0.9%
Marvel Parent Holdings, Inc. 
0%, 4/15/98 B3 $ 8,740,000 $ 5,309,550
RESTAURANTS - 2.2%
American Restaurant Group, Inc.: 
 12%, 9/15/98 B2  2,430,000  2,253,825
 12%, 9/15/98 (New) B2  3,170,000  2,940,175
Cafeteria Operators LP 
11%, 6/30/98 (b)(e) -  7,000,000  1,750,000
Flagstar Corp.: 
 10 7/8%, 12/1/02 B2  900,000  839,250
 11 1/4%, 11/1/04 Caa  5,270,000  4,334,575
  12,117,825
TOTAL MEDIA & LEISURE   136,123,315
NONDURABLES - 7.8%
BEVERAGES - 1.1%
All-American Bottling Corp. 
13%, 8/15/01 Caa  1,580,000  1,422,000
Heileman Acquisition Corp. 
9 5/8%, 1/31/04 B3  6,500,000  4,420,000
  5,842,000
FOODS - 0.2%
McAndrews & Forbes Group, Inc.
12 1/4%, 7/1/96 -  1,360,000  1,360,000
HOUSEHOLD PRODUCTS - 6.5%
Revlon Consumer Products Corp.:
 9 3/8%, 4/1/01 B2  7,750,000  6,936,250
 10 1/2%, 2/15/03 B3  4,370,000  3,823,750
Revlon Worldwide Corp. 
secured 0%, 3/15/98 B3  43,692,000  25,559,820
  36,319,820
TOTAL NONDURABLES   43,521,820
RETAIL & WHOLESALE - 5.9%
APPAREL STORES - 0.7%
Apparel Retailers, Inc. 
0%, 8/15/05 (d) Caa   5,130,000  2,770,200
Lamonts Apparel Corp. 
10 1/4%, 11/1/99 (b) -  2,067,000  1,312,545
Specialty Retailers, Inc. 
11%, 8/15/03 B3  110,000  100,100
  4,182,845
GENERAL MERCHANDISE STORES - 2.3%
Federated Department Stores, Inc. (Del.):
 Series A 10.97%, 6/30/99   5,078,529  5,078,529
  Series B 11.29%, 6/30/02   7,617,294  7,674,424
  12,752,953
GROCERY STORES - 0.6%
Farm Fresh Holdings Corp.: 
 12 1/4%, 10/1/00 B2  2,970,000  2,569,050
 14 1/4%, 10/1/02 (f) -  1,215,461  625,209
  3,194,259
 
 MOODY'S RATINGS PRINCIPAL VALUE
 (UNAUDITED) (C) AMOUNT (NOTE 1)
NONCONVERTIBLE BONDS - CONTINUED
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - 2.3%
Barrys Jewelers, Inc. 11%, 
12/22/00  - $ 1,595,000 $ 1,563,100
Color Tile, Inc. 
10 3/4%, 12/15/01 B2  7,530,000  6,607,575
Florists Transworld Deliveries 
14%, 12/15/01 (f) B3  4,500,000  4,500,000
  12,670,675
TOTAL RETAIL & WHOLESALE   32,800,732
SERVICES - 3.2%
LEASING & RENTAL - 1.4%
Acme Holdings, Inc. 
11 3/4%, 6/1/00 Ca  2,930,000  937,600
GPA Delaware, Inc.:
 8 1/2%, 3/3/97 -  3,500,000  3,005,625
 gtd. 8 3/4%, 12/15/98 Caa  360,000  271,800
 8 5/8%, 1/15/99 -  2,600,000  1,862,250
Scotsman Holdings, Inc. 
pay-in-kind 11%, 3/1/04 (d) -  1,972,277  1,633,696
  7,710,971
PRINTING - 1.8%
BFP Holdings Corp. Class B 0%, 
4/15/04 (d) Caa  10,000,000  5,700,000
Big Flower Press: 
 10 3/4%, 8/1/03 B3  1,570,000  1,456,175
 10 3/4%, 8/1/03 Class A B3  2,450,000  2,272,375
 10 3/4%, 8/1/03 Class B B3  720,000  667,800
  10,096,350
TOTAL SERVICES   17,807,321
TECHNOLOGY - 0.7%
ELECTRONICS - 0.7%
Berg Electronics, Inc. 
11 3/8%, 5/1/03 B3  3,805,000  3,776,463
TRANSPORTATION - 1.8%
AIR TRANSPORTATION - 1.0%
US Air, Inc.:
 9 5/8%, 9/1/03 B2  2,550,000  2,091,000
 10 3/8%, 3/1/13 B2  4,790,000  3,832,000
  5,923,000
TRUCKING & FREIGHT - 0.8%
Trism, Inc. 10 3/4%, 12/15/00 B2  4,620,000  4,389,000
TOTAL TRANSPORTATION   10,312,000
UTILITIES - 2.2%
CELLULAR - 1.5%
Dial Call Communications, Inc. 
0%, 12/15/05 (d) Caa  2,800,000  812,000
Mobilmedia Communications, Inc. 
0%, 12/1/03 (d) B3  13,770,000  7,435,800
  8,247,800
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS PRINCIPAL VALUE
 (UNAUDITED) (C) AMOUNT (NOTE 1)
NONCONVERTIBLE BONDS - CONTINUED
UTILITIES - CONTINUED
ELECTRIC UTILITY - 0.7%
El Paso Funding Corp. lease oblig. (b): 
 9 3/8%, 10/1/96 Ca $ 790,000 $ 410,800
 9.2%, 7/2/97 Ca  380,000  205,200
 10 3/4%, 4/1/13 Ca  6,950,000  3,614,000
  4,230,000
TOTAL UTILITIES   12,477,800
TOTAL NONCONVERTIBLE BONDS   396,322,970
TOTAL CORPORATE BONDS
 (Cost $425,041,207)   396,571,345
COMMERCIAL MORTGAGE SECURITIES - 2.0%
ACP Mortgage LP Commercial 
floater Series E, 6.633%, 
2/28/28 (f) -  3,000,000  1,839,900
CBA Mortgage Corp. 
Commercial Series 1993-C1 
Class E, 7.158%, 
12/25/03 (f) Ba2  2,122,000  1,698,926
CS First Boston Mortgage Securities 
Corp. Commercial Series 
1994-CFB1 Class E, 6.4769%,
1/25/28 (f) Ba2  2,990,622  2,119,604
Nomura Asset Securities Corp. 
Commercial Series 1994-MDI 
Class B-2, 8.4263%, 
3/15/98 (f) -  3,260,000  2,449,075
Resolution Trust Corp. 
Commercial Series 1994-C1 
Class E, 8%, 6/25/26 -  2,585,041  1,967,055
SML, Inc. Commercial Series 
1994-C1 Class B-3, 
11.69%, 9/18/99 -  1,500,000  1,317,000
TOTAL COMMERCIAL MORTGAGE SECURITIES
(Cost $11,862,730)   11,391,560
COMMON STOCKS - 5.0%
 SHARES 
BASIC INDUSTRIES - 0.6%
CHEMICALS & PLASTICS - 0.6%
Foamex International, Inc. 
(warrants) (a)  3,100  31,000
Rexene Corp.(a)  290,500  3,449,688
  3,480,688
PAPER & FOREST PRODUCTS - 0.0%
Mail-Well Holdings, Inc (a)  9,250  46,250
TOTAL BASIC INDUSTRIES   3,526,938
CONSTRUCTION & REAL ESTATE - 0.1%
BUILDING MATERIALS - 0.0%
Adience, Inc. (a)  84,365  42,183
REAL ESTATE INVESTMENT TRUSTS - 0.1%
Storage Equities, Inc.   60,700  872,563
TOTAL CONSTRUCTION & REAL ESTATE   914,746
 
 SHARES VALUE
  (NOTE 1)
DURABLES - 0.1%
TEXTILES & APPAREL - 0.1%
Hat Brands, Inc. (a)(e):
(warrants)   27,466 $ 302,121
 Unit Trust   340,000  340,000
TOTAL DURABLES   642,121
FINANCE - 0.1%
SECURITIES INDUSTRY - 0.1%
ECM Corp. LP interest (f)  3,000  300,000
HOLDING COMPANIES - 0.0%
NH Holdings, Inc. (warrants) (a)  229  11
INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%
ELECTRICAL EQUIPMENT - 0.0%
Ampex Corp.: 
 Class A (warrants)   57,599  57,599
 Class C (a)  286  286
  57,885
INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%
Terex Corp. (rights) (a)  3,150  1,575
Thermadyne Holdings Corp. (a)  65,419  744,141
  745,716
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   803,601
MEDIA & LEISURE - 0.4%
ENTERTAINMENT - 0.0%
Live Entertainment, Inc. (warrants) (a)(e):
 $2.00  232,000  58,000
 $2.72  221,765  55,441
  113,441
LODGING & GAMING - 0.4%
Bally Gaming Intl., Inc., (warrants) (a)  90,000  630,000
Host Marriott Corp. (a)  50,000  481,250
Maritime Group Ltd. (warrants) (a)  19,112  191
Motels of America, Inc. (a)  3,000  249,000
Resorts International, Inc.(a)  1,426  1,248
Sun International Hotels Ltd. (a)  15,285  599,936
Trump Plaza Holding Associates (warrants) (a)  270  108,000
  2,069,625
PUBLISHING - 0.0%
General Media, Inc. (warrants) (a)  1,310  19,650
RESTAURANTS - 0.0%
American Restaurants 
Group Holdings, Inc. (a)  5,557  33,342
TOTAL MEDIA & LEISURE   2,236,058
NONDURABLES - 1.4%
BEVERAGES - 0.0%
Brown Bottling Co. (warrants) (a)  754  3,770
TOBACCO - 1.4%
RJR Nabisco Holdings Corp. (a)  1,407,000  7,738,500
TOTAL NONDURABLES   7,742,270
RETAIL & WHOLESALE - 1.9%
APPAREL STORES - 0.0%
Lamonts Apparel, Inc. (a)  35,870  26,903
Lamonts Apparel Corp. (warrants) (a)  66,214  1
  26,904
COMMON STOCKS - CONTINUED
 SHARES VALUE
  (NOTE 1)
RETAIL & WHOLESALE - CONTINUED
DRUG STORES - 0.0%
Thrifty Payless Holdings, Inc. Class C (a)  19,012 $ 76,048
GENERAL MERCHANDISE STORES - 1.7%
Federated Department Stores, Inc. (Del.) (a)  493,096  9,492,098
GROCERY STORES - 0.1%
MAFCO (warrants) (a)  59  -
FF Holdings Corp. (a)(e)  33,900  67,800
Food 4 Less Holdings, Inc. (warrants) (a)  9,348  283,712
Grand Union Co. (warrants) (a)  342  3,420
  354,932
RETAIL & WHOLESALE, MISCELLANEOUS - 0.1%
Barrys Jewelers, Inc. (a)  45,576  319,032
Barrys Jewelers, Inc. (warrants) (a)  5,697  2,136
Finlay Enterprises, Inc. (a)  3,750  56,250
Little Switzerland, Inc. (a)  4,000  21,000
  398,418
TOTAL RETAIL & WHOLESALE   10,348,400
SERVICES - 0.3%
LEASING & RENTAL - 0.1%
Scotsman Holdings, Inc. (a)  15,281  199,938
PRINTING - 0.2%
BFP Holdings Class D (a)  160,744  1,237,729
SERVICES - 0.0%
Vestar/LPA Investment, Corp. (a)  5,177  134,602
TOTAL SERVICES   1,572,269
TECHNOLOGY - 0.0%
ELECTRONICS - 0.0%
Berg Electronics Holdings Corp. (a)(f)  20,853  104,265
UTILITIES - 0.0%
CELLULAR - 0.0%
Dial Page, Inc. (warrants) (a)   4,321  7,562
ELECTRIC UTILITY - 0.0%
Eastern Utilities Associates  3  66
Northeast Utilities Associates
(warrants) (a)  21,789  24,513
  24,579
GAS - 0.0%
UGI Corp. (warrants) (a)  14,033  2,807
TOTAL UTILITIES   34,948
TOTAL COMMON STOCKS
(Cost $27,939,080)   28,225,627
PREFERRED STOCKS - 6.4%
CONVERTIBLE PREFERRED STOCKS - 2.2%
ENERGY - 1.0%
OIL & GAS - 1.0%
Atlantic Richfield Co. exchangeable  200,200  5,230,225
INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%
ELECTRICAL EQUIPMENT - 0.1%
Ampex Corp. 8% (a)  1,981  633,920
 
 SHARES VALUE
  (NOTE 1)
CONVERTIBLE PREFERRED STOCKS - CONTINUED
MEDIA & LEISURE - 0.4%
ENTERTAINMENT - 0.4%
Live Entertainment, Inc., Series B, 
pay-in-kind (a)  581,895 $ 2,291,212
LODGING & GAMING - 0.0%
Bally Entertainment Corp., Series D, 
exchangeable  5,178  130,745
TOTAL MEDIA & LEISURE   2,421,957
RETAIL & WHOLESALE - 0.0%
RETAIL & WHOLESALE, MISCELLANEOUS - 0.0%
Town & Country Corp. (a)  4,000  5,000
SERVICES - 0.7%
La Petite Holdings Corp. 
exchangeable (a)  160,800  4,020,000
TOTAL CONVERTIBLE PREFERRED STOCKS   12,311,102
NONCONVERTIBLE PREFERRED STOCKS - 4.2%
BASIC INDUSTRIES - 0.0%
IRON & STEEL - 0.0%
Stelco, Inc. cumulative, Series B, 7.76%  7,207  127,237
CONSTRUCTION & REAL ESTATE - 0.1%
CONSTRUCTION - 0.1%
UDC Homes, Inc. prime exchangeable  242,503  666,883
DURABLES - 0.1%
AUTOS, TIRES, & ACCESSORIES - 0.1%
Harvard Industries, Inc. 
pay-in-kind $14.25 (a)  26,230  681,980
ENERGY - 0.9%
OIL & GAS - 0.9%
Gulf Canada Resources Ltd.: 
 Series 1  1,890,742  4,726,855
 Series 2 (e)   31,009  73,646
TOTAL ENERGY   4,800,501
FINANCE - 2.4%
SAVINGS & LOANS - 2.4%
First Nationwide Bank 11 1/2%  135,853  13,279,631
TECHNOLOGY - 0.7%
ELECTRONICS - 0.7%
Berg Electronics Holding Corp. 
 $3.4687 Series E (a)  147,411  3,758,981
TOTAL NONCONVERTIBLE PREFERRED STOCKS   23,315,213
TOTAL PREFERRED STOCKS
(Cost $40,219,890)   35,626,315
PURCHASED BANK DEBT - 0.2%
 PRINCIPAL
 AMOUNT
Leslie Fay Cos., Inc. (a): 
 revolving loan $ 685,856  480,099
 term loan  777,600  544,320
TOTAL PURCHASED BANK DEBT
(Cost $1,190,771)   1,024,419
REPURCHASE AGREEMENTS - 15.4%
 MATURITY VALUE
 AMOUNT (NOTE 1)
Investments in repurchase agreements, 
(U.S.Treasury obligations), in a joint 
trading account at 5.77%, dated 
12/30/94 due 1/3/95  $ 85,950,068 $ 85,895,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $592,148,678)  $ 558,734,266
LEGEND
(a) Non-income producing
(b) 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.
(d) Debt obligation initially issued in zero coupon form which converts to
coupon form at a specified rate and date.
(e) 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 Operators LP 11%,
 6/30/98  6/24/93 $ 5,600,000
FF Holdings Corp.  10/2/92
   to 1/14/94 $ 135,752
Gulf Canada Resources Ltd.
 Series 2 pfd.  10/15/93 $ 76,940
Hat Brands, Inc.:
 (warrants)  9/2/92
   to 2/23/94 $ -
 Unit Trust  2/22/94 $ 340,000
Leslie Fay Companies, Inc.:
 9.53%, 1/15/00  7/19/93 $ 512,312
 10.54%, 1/15/02  7/19/93
   to 11/11/93 $ 404,156
Littlefield Co. 10%, 12/31/95 2/28/94 $ 2,750,000
Live Entertainment, Inc.:
 $2.00 (warrants)  3/23/93 $ 220,717
 $2.72 (warrants)  3/23/93 $ 131,863
 New Street Captial Corp. unit
 12%, 2/28/98  2/25/94
   to 9/1/94 $ 1,125,720
Rexnord Holdings, Inc. 
 11 7/8%, 3/1/99  10/15/92 $ 495,000
Sun International Hotels Ltd.
 10 1/2%, 12/12/95  12/12/94 $ 115,255
(f) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $29,841,844 or 5.2% of net
assets.
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities,
aggregated $621,408,445 and $542,327,724, 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 RATINGS S&P RATINGS
Aaa, Aa, A 0.0% AAA, AA, A 0.0%
Baa 0.0% BBB 0.0%
Ba 2.0% BB 8.3%
B 45.8% B 39.9%
Caa 8.5% CCC 6.6%
Ca, C 0.9% CC, C 0.0%
  D 0.3%
The percentage not rated by either S&P or Moody's amounted to 13.6%
including long-term debt categorized as other securities. FMR has
determined that unrated debt securities that are lower quality account for
13.6% of the total value of investment in securities.
INCOME TAX INFORMATION
At December 31, 1994, the aggregate cost of investment securities for
income tax purposes was $592,439,610. Net unrealized depreciation
aggregated $33,705,344, of which $9,896,863 related to appreciated
investment securities and $43,602,207 related to depreciated investment
securities. 
At December 31, 1994, the fund had a capital loss carryforward of
approximately $1,407,000, all of which will expire on December 31, 2002.
VARIABLE INSURANCE PRODUCTS FUND: EQUITY-INCOME PORTFOLIO
PERFORMANCE AND INVESTMENT SUMMARY
 
 
PERFORMANCE
There are several ways to evaluate a fund's historical performance: total
percentage change in value, the average annual percentage change, or the
growth of a hypothetical $10,000 investment. Each performance figure
includes changes in a fund's share price, plus reinvestment of any
dividends (income) and capital gains (the profits the fund earns when it
sells stocks that have grown in value). 
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED        PAST 1   PAST 5   LIFE OF   
DECEMBER 31, 1994    YEAR     YEARS    FUND      
 
Equity-Income        7.07%    10.51%   10.94%    
 
S&P 500              1.32%    8.70%    11.94%    
 
AVERAGE ANNUAL RETURNS take the fund's actual (or cumulative) return and
show you what would have happened if the fund had performed at a constant
rate each year.
 
UNDERSTANDING PERFORMANCE
How a fund did yesterday is no guarantee of how 
it will do tomorrow. The stock market, for 
example, has a history of growth in the long run 
and volatility in the short run. In turn, the share 
price and return of a fund that invests in stocks 
will vary. That means if you sell your shares 
during a market downturn, you might lose 
money. But if you can ride out the market's ups 
and downs, you may have a gain.
(checkmark)
You can compare these figures to the performance of the Standard & Poor's
Composite Index of 500 stocks- a common proxy for the U.S. stock market.
This benchmark includes reinvested dividends 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, 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.
$10,000 OVER LIFE OF FUND
              VIP Equity Income (2Standard & Poor's 50
     10/09/86            10000.00            10000.00
     10/31/86            10110.00            10337.47
     11/30/86            10330.00            10588.67
     12/31/86            10020.00            10318.66
     01/31/87            11170.00            11708.58
     02/28/87            11430.00            12171.07
     03/31/87            11720.18            12522.81
     04/30/87            11428.43            12411.36
     05/31/87            11498.85            12519.34
     06/30/87            11738.55            13151.56
     07/31/87            12185.74            13818.35
     08/31/87            12521.12            14333.77
     09/30/87            12258.33            14019.86
     10/31/87             9866.21            10999.98
     11/30/87             9424.75            10093.59
     12/31/87             9906.53            10861.71
     01/31/88            10611.14            11318.99
     02/29/88            11136.96            11846.45
     03/31/88            10943.09            11480.40
     04/30/88            11124.23            11607.83
     05/31/88            11273.40            11708.82
     06/30/88            11914.78            12246.25
     07/31/88            11893.19            12199.71
     08/31/88            11688.14            11784.92
     09/30/88            12035.44            12286.96
     10/31/88            12243.13            12628.54
     11/30/88            12046.37            12447.95
     12/31/88            12156.34            12665.79
     01/31/89            12907.14            13592.93
     02/28/89            12840.89            13254.46
     03/31/89            13119.03            13563.29
     04/30/89            13625.34            14267.23
     05/31/89            14030.38            14845.05
     06/30/89            14040.00            14760.43
     07/31/89            14858.52            16093.30
     08/31/89            15097.26            16408.73
     09/30/89            14927.54            16341.45
     10/31/89            14066.33            15962.33
     11/30/89            14146.71            16287.96
     12/31/89            14264.77            16678.87
     01/31/90            13301.40            15559.72
     02/28/90            13380.23            15760.44
     03/31/90            13402.29            16178.09
     04/30/90            12937.62            15773.64
     05/31/90            13793.60            17311.57
     06/30/90            13656.26            17193.85
     07/31/90            13322.27            17138.83
     08/31/90            12258.47            15589.48
     09/30/90            11307.56            14830.27
     10/31/90            11019.23            14766.50
     11/30/90            11809.01            15720.42
     12/31/90            12083.78            16159.02
     01/31/91            12731.80            16863.55
     02/28/91            13608.54            18069.30
     03/31/91            13890.84            18506.57
     04/30/91            13955.75            18550.99
     05/31/91            14721.69            19352.39
     06/30/91            14119.75            18466.05
     07/31/91            14920.21            19326.57
     08/31/91            15235.15            19784.61
     09/30/91            15130.58            19454.21
     10/31/91            15382.54            19714.89
     11/30/91            14719.50            18920.38
     12/31/91            15882.72            21084.88
     01/31/92            16097.17            20692.70
     02/29/92            16619.89            20961.70
     03/31/92            16416.23            20552.95
     04/30/92            16930.51            21157.21
     05/31/92            17065.84            21260.88
     06/30/92            16916.43            20944.09
     07/31/92            17434.83            21800.70
     08/31/92            17052.85            21353.79
     09/30/92            17229.88            21605.76
     10/31/92            17436.14            21681.38
     11/30/92            18068.68            22420.72
     12/31/92            18564.86            22696.49
     01/31/93            19119.03            22887.14
     02/28/93            19548.52            23198.41
     03/31/93            20131.08            23687.89
     04/30/93            20047.37            23114.65
     05/31/93            20410.09            23734.12
     06/30/93            20650.16            23802.95
     07/31/93            20931.12            23707.74
     08/31/93            21731.84            24606.26
     09/30/93            21648.75            24416.79
     10/31/93            21846.72            24922.22
     11/30/93            21464.93            24685.46
     12/31/93            21961.08            24984.15
     01/31/94            22928.28            25833.61
     02/28/94            22337.84            25133.52
     03/31/94            21403.35            24037.70
     04/30/94            22140.87            24345.38
     05/31/94            22351.60            24744.65
     06/30/94            22213.50            24138.40
     07/31/94            22955.47            24930.14
     08/31/94            24136.56            25952.28
     09/30/94            23741.14            25316.45
     10/31/94            24228.45            25886.07
     11/30/94            23436.57            24943.30
     12/30/94            23512.81            25313.21
 
Let's say you invested $10,000 in Equity-Income Portfolio on October 9,
1986, when the fund started. By December 31, 1994, your investment would
have grown to $23,513 - a 135.13% increase. That compares to $10,000
invested in the S&P 500, which would have grown to $25,313 over the same
period - a 153.13% increase.
INVESTMENT SUMMARY
TOP FIVE STOCKS AS OF DECEMBER 31, 1994
                                        % OF FUND'S    
                                        INVESTMENTS    
 
Philip Morris Companies, Inc.           3.1            
 
British Petroleum PLC ADR               2.9            
 
International Business Machines Corp.   2.8            
 
American Express Co.                    2.5            
 
Schlumberger                            1.9            
 
TOP FIVE INDUSTRIES AS OF DECEMBER 31, 1994
                   % OF FUND'S    
                   INVESTMENTS    
 
Energy             12.6           
 
Basic Industries   11.4           
 
Health             11.1           
 
Nondurables        7.8            
 
Finance            7.3            
 
ASSET ALLOCATION AS OF DECEMBER 31, 1994
Row: 1, Col: 1, Value: 16.0
Row: 1, Col: 2, Value: 7.6
Row: 1, Col: 3, Value: 76.40000000000001
Stocks  76.4%
Bonds  7.6%
Short-term investments 16.0%
FOREIGN INVESTMENTS 10.4%
*
VARIABLE INSURANCE PRODUCTS FUND: EQUITY-INCOME PORTFOLIO
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
 
An interview with Bettina Doulton, Portfolio Manager of Equity-Income
Portfolio
Q. BETTINA, HOW DID THE FUND DO?
A. The fund has held up quite well in a turbulent market environment. The
Standard & Poor's 500 stock index had a total return of 1.32% for the 12
months ended December 31, 1994. The fund outpaced the index during that
period.
Q. HOW DID THE FUND MANAGE TO TOP THE INDEX'S RETURN?
A. Successful individual stock picking was the primary contributor to the
fund's performance over the past 12 months. That said, the fund has done
well recently by emphasizing health care stocks, in which it had an 11%
stake on December 31. Stock valuations in the industry had been beaten down
by last summer, mainly due to concerns about impending health care reform.
However, the stocks subsequently took off once reform was shelved, and
investors better understood how an improved environment within the industry
had boosted the growth prospects of these companies.
Q. WHICH WERE AMONG THE TOP PERFORMERS?
A. Pharmaceutical company American Cyanamid did extremely well. New
management was in the process of successfully restructuring the company's
operations, making it an attractive takeover candidate. In August, American
Home Products bid for American Cyanamid at a significant premium, allowing
me to sell the stock 
at a nice profit. Interestingly enough, I've bought American Home Products
because I believe that the newly merged company has an excellent
opportunity to grow earnings through aggressive cost cutting. Other top
performers in the health care sector included 
St. Jude Medical, and pharmaceutical companies Pfizer, Schering-Plough and
Warner-Lambert. 
Q. YOU MENTIONED THAT IT HAS BEEN A STOCK PICKER'S MARKET IN 1994. WHICH
INDIVIDUAL STORIES PROVED INTERESTING?
A. Fortunately, several of the fund's largest investments held up well
despite the difficult market. Although their businesses are vastly
different, the common thread that ties them together is a successful story
of corporate restructuring. Three examples include British Petroleum, IBM
and Scott Paper. These companies are doing what it takes to run more
profitable businesses: cutting expenses, selling non-core assets, paying
down debt and buying back their own stock.
Q. AMID THIS VOLATILE MARKET, WERE THERE SOME INVESTMENTS THAT DIDN'T GO
YOUR WAY?
A. There were. Perhaps the biggest was the performance of the Federal
National Mortgage Association (Fannie Mae), which was among the fund's top
10 investments on December 31. Fannie Mae purchases home mortgages, then
resells them on the secondary market. As interest rates rose in 1994,
earnings growth slowed, which caused investors to sell the stock quite
heavily. However, I still believe the dynamics of the housing market bode
well for the company's business prospects over the long term. 
Q. THE FUND'S INVESTMENT IN CASH AND SHORT-TERM INSTRUMENTS WAS 16% ON
DECEMBER 31. IS THIS A DEFENSIVE STANCE?
A. I have been somewhat cautious about investing new money coming into the
fund or proceeds from stock sales. Turbulent markets, such as we've seen
recently, call for investors to be patient and very price selective. In
fact, the larger-than-normal cash position will allow me to upgrade the
fund opportunistically going forward. I believe that the market could
remain volatile over the next several months, and - as stock valuations
move up and down - this cash will allow me to buy the stocks of
high-quality companies at cheap valuations. 
Q. WHAT FACTORS COULD AFFECT THE FUND'S PERFORMANCE OVER THE NEXT SIX
MONTHS?
A. I think we're already seeing evidence that stocks are facing increasing
competition for investors' dollars from fixed-income investments such as
bonds, money market funds and savings accounts - all of which are now
offering higher yields thanks to rising interest rates. That could put
pressure on the market in 1995. In addition, the full impact of the Federal
Reserve Board's interest rate hikes on economic growth remains to be seen.
If the economy slows too much, corporate earnings may suffer, which
wouldn't be good for the market. But if the Fed can maintain steady
economic growth without triggering higher inflation, the stocks of
companies that can increase earnings stand to make strong gains.
 
 
FUND FACTS
GOAL: to provide current income and increase 
the value of the fund's shares
START DATE: October 9, 1986
SIZE: as of December 31, 1994, more than 
$2.2 billion
MANAGER: Bettina Doulton, since 1993; manager, 
Fidelity Advisor Equity Portfolio Income, since 
1993; joined Fidelity in 1986
(checkmark)
VARIABLE INSURANCE PRODUCTS FUND: EQUITY-INCOME PORTFOLIO
INVESTMENTS DECEMBER 31, 1994
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 75.5%
 SHARES VALUE
  (NOTE 1)
AEROSPACE & DEFENSE - 1.8%
AEROSPACE & DEFENSE - 1.3%
Alliant Techsystems, Inc. (a)   217,500 $ 8,835,919
Lockheed Corp.   195,000  14,161,875
Martin Marietta Corp.   146,900  6,518,688
  29,516,482
DEFENSE ELECTRONICS - 0.5%
Loral Corp.   193,900  7,323,138
Raytheon Co.   54,600  3,487,575
  10,810,713
TOTAL AEROSPACE & DEFENSE   40,327,195
BASIC INDUSTRIES - 11.1%
CHEMICALS & PLASTICS - 8.0%
AKZO Nobel NV Ord.   34,600  3,996,910
du Pont (E.I.) de Nemours & Co.   319,800  17,988,750
Eastman Chemical Co.   90,000  4,545,000
Fuller (H.B.) Co.   173,900  5,934,338
Geon Co.   254,400  6,964,200
Goodrich (B.F.) Company  130,500  5,660,438
Grace (W.R.) & Co.   768,300  29,675,588
Hercules, Inc.   229,100  26,432,413
Hoechst AG Ord.   26,600  5,785,221
Kemira OY sponsored ADR (a)(d)  103,725  1,478,081
Lyondell Petrochemical Co.   342,300  8,857,013
Nalco Chemical Co.   508,900  17,048,150
Olin Corp.   101,600  5,232,400
Union Carbide Corp.   1,385,900  40,710,813
  180,309,315
METALS & MINING - 1.3%
Alcan Aluminium Ltd.   836,405  21,254,674
Aluminum Co. of America  97,800  8,471,925
  29,726,599
PAPER & FOREST PRODUCTS - 1.8%
Champion International Corp.   411,300  15,012,450
Scott Paper Co.   312,600  21,608,475
Temple-Inland, Inc.   67,700  3,054,963
  39,675,888
TOTAL BASIC INDUSTRIES   249,711,802
CONGLOMERATES - 3.3%
Allied-Signal, Inc.   536,700  18,247,800
Crane Co.   183,200  4,923,500
Textron, Inc.   39,800  2,004,925
Tyco Laboratories, Inc.   626,371  29,752,623
United Technologies Corp.   313,200  19,692,450
  74,621,298
CONSTRUCTION & REAL ESTATE - 0.5%
REAL ESTATE - 0.2%
Price Enterprises, Inc. (a)  356,500  4,589,938
REAL ESTATE INVESTMENT TRUSTS - 0.3%
Amli Residential Properties Trust (SBI)  64,100  1,201,875
Equity Residential Property Trust (SBI)  154,600  4,638,000
  5,839,875
TOTAL CONSTRUCTION & REAL ESTATE   10,429,813
 
 SHARES VALUE
  (NOTE 1)
DURABLES - 2.2%
AUTOS, TIRES, & ACCESSORIES - 0.8%
Johnson Controls, Inc.   150,600 $ 7,379,400
Snap-on Tools Corp.   350,500  11,654,125
  19,033,525
CONSUMER ELECTRONICS - 0.2%
Sunbeam-Oster, Inc.   210,200  5,412,650
TEXTILES & APPAREL - 1.2%
Jones Apparel Group, Inc. (a)  151,200  3,893,400
Kellwood Co.   217,100  4,559,100
Liz Claiborne, Inc.   515,600  8,700,750
Unifi, Inc.   127,800  3,258,900
Westpoint Stevens, Inc. Class A (a)  441,200  6,342,250
  26,754,400
TOTAL DURABLES   51,200,575
ENERGY - 12.1%
ENERGY SERVICES - 4.7%
Baker Hughes, Inc.   324,200  5,916,650
Halliburton Co.   1,211,800  40,140,875
Helmerich & Payne, Inc.   130,400  3,341,500
McDermott International, Inc.   586,000  14,503,500
Schlumberger Ltd.   857,400  43,191,525
  107,094,050
OIL & GAS - 7.4%
Amerada Hess Corp.   810,000  36,956,250
Amoco Corp.   103,700  6,131,263
British Petroleum PLC ADR  810,702  64,754,822
Coastal Corp. (The)  307,600  7,920,700
Mobil Corp.   257,800  21,719,650
Pennzoil Co.   123,600  5,453,850
Royal Dutch Petroleum Co.   70,100  7,535,750
Total SA:
 Class B  210,425  12,230,435
 Class B sponsored ADR  129,500  3,820,250
  166,522,970
TOTAL ENERGY   273,617,020
FINANCE - 7.1%
BANKS - 0.7%
Bank of New York Co., Inc.   353,900  10,263,100
Chemical Banking Corp.   125,300  4,495,138
  14,758,238
CREDIT & OTHER FINANCE - 2.5%
American Express Co.   1,877,372  55,382,474
GFC Financial Corp.   37,050  1,176,338
  56,558,812
FEDERAL SPONSORED CREDIT - 2.3%
Federal Home Loan Mortgage 
 Corporation  177,500  8,963,750
Federal National Mortgage 
 Association  576,700  42,027,013
  50,990,763
INSURANCE - 1.0%
Allstate Corp.   172,800  4,082,400
Travelers, Inc. (The)  567,933  18,457,833
  22,540,233
COMMON STOCKS - CONTINUED
 SHARES VALUE
  (NOTE 1)
FINANCE - CONTINUED
SAVINGS & LOANS - 0.5%
Ahmanson (H.F.) & Co.   273,900 $ 4,416,638
GP Financial Corp.   362,900  7,484,813
  11,901,451
SECURITIES INDUSTRY - 0.1%
Lehman Brothers Holdings, Inc.   151,940  2,241,115
TOTAL FINANCE   158,990,612
HEALTH - 11.1%
DRUGS & PHARMACEUTICALS - 7.7%
Allergan, Inc.   651,800  18,413,350
American Home Products Corp.   518,600  32,542,150
Bristol-Myers Squibb Co.   514,600  29,782,475
Pfizer, Inc.   534,400  41,282,400
Schering AG  30,200  19,821,491
Schering-Plough Corp.   213,400  15,791,600
Warner-Lambert Co.   219,300  16,886,100
  174,519,566
MEDICAL EQUIPMENT & SUPPLIES - 3.2%
Baxter International, Inc.   443,700  12,534,525
Beckman Instruments, Inc.   217,900  6,073,963
Becton, Dickinson & Co.   339,200  16,281,600
Boston Scientific Corp. (a)   530,300  9,213,963
Pall Corp.   341,200  6,397,500
St. Jude Medical, Inc.   529,500  21,047,625
  71,549,176
MEDICAL FACILITIES MANAGEMENT - 0.2%
Columbia/HCA Healthcare Corp.   100,700  3,675,550
TOTAL HEALTH   249,744,292
INDUSTRIAL MACHINERY & EQUIPMENT - 2.8%
ELECTRICAL EQUIPMENT - 0.8%
General Electric Co.   184,900  9,429,900
Grainger (W.W.), Inc.   163,500  9,442,125
  18,872,025
INDUSTRIAL MACHINERY & EQUIPMENT - 1.4%
Caterpillar, Inc.   251,600  13,869,450
Cooper Industries, Inc.   58,900  2,010,610
Deere & Co.   237,500  15,734,375
  31,614,435
POLLUTION CONTROL - 0.6%
Browning-Ferris Industries, Inc.   138,400  3,927,100
Safety Kleen Corp.   627,400  9,254,150
  13,181,250
TOTAL INDUSTRIAL MACHINERY 
& EQUIPMENT   63,667,710
MEDIA & LEISURE - 1.1%
BROADCASTING - 0.5%
Viacom, Inc. (a)  10,336  430,236
Viacom, Inc. (non-vtg.) (a)  263,714  10,713,381
  11,143,617
LEISURE DURABLES & TOYS - 0.4%
Hasbro, Inc.   278,000  8,131,500
LODGING & GAMING - 0.2%
Host Marriott Corp. (a)   366,300  3,525,638
TOTAL MEDIA & LEISURE   22,800,755
 
 SHARES VALUE
  (NOTE 1)
NONDURABLES - 7.6%
FOODS - 0.6%
ConAgra, Inc.   413,300 $ 12,915,625
HOUSEHOLD PRODUCTS - 1.3%
Avon Products, Inc.   299,880  17,917,830
Rubbermaid, Inc.   78,300  2,251,125
Tambrands, Inc.   250,500  9,675,563
  29,844,518
TOBACCO - 5.7%
Imasco Ltd.   655,000  18,572,119
Philip Morris Companies, Inc.   1,208,800  69,506,000
RJR Nabisco Holdings Corp. (a)   7,343,400  40,388,700
  128,466,819
TOTAL NONDURABLES   171,226,962
RETAIL & WHOLESALE - 3.4%
APPAREL STORES - 0.5%
Limited, Inc. (The)  608,300  11,025,438
GENERAL MERCHANDISE STORES - 2.0%
Caldor Corp.  (a)  209,800  4,668,050
Consolidated Stores Corp. (a)   408,900  7,615,763
Dillard Department Stores, Inc. 
 Class A  295,100  7,893,925
May Department Stores Co. (The)  126,100  4,255,875
Sears, Roebuck & Co.   292,400  13,450,400
Wal-Mart Stores, Inc.   378,200  8,036,750
  45,920,763
GROCERY STORES - 0.9%
Fleming Companies, Inc.   517,535  12,032,689
Great Atlantic & Pacific Tea Co., Inc.   316,400  5,734,750
Supervalu, Inc.   138,100  3,383,450
  21,150,889
TOTAL RETAIL & WHOLESALE   78,097,090
SERVICES - 0.7%
PRINTING - 0.6%
Donnelley (R.R.) & Sons Co.   459,300  13,549,350
SERVICES - 0.1%
Jostens, Inc.   178,200  3,318,975
TOTAL SERVICES   16,868,325
TECHNOLOGY - 4.3%
COMPUTERS & OFFICE EQUIPMENT - 3.1%
Digital Equipment Corp. (a)  239,800  7,973,350
International Business 
 Machines Corp.   856,100  62,923,350
  70,896,700
ELECTRONICS - 0.4%
Thomas & Betts Corp.   143,700  9,645,863
PHOTOGRAPHIC EQUIPMENT - 0.8%
Eastman Kodak Co.   169,600  8,098,400
Polaroid Corp.   316,300  10,279,750
  18,378,150
TOTAL TECHNOLOGY   98,920,713
TRANSPORTATION - 0.4%
RAILROADS - 0.4%
Canadian Pacific Ltd. Ord.   622,800  9,273,810
COMMON STOCKS - CONTINUED
 SHARES VALUE
  (NOTE 1)
UTILITIES - 6.0%
ELECTRIC UTILITY - 0.6%
Veba Vereinigte Elektrizitaets & 
 Bergwerks AG Ord.   39,900 $ 13,905,131
GAS - 0.3%
Williams Companies, Inc.   249,200  6,261,150
TELEPHONE SERVICES - 5.1%
Ameritech Corp.   875,600  35,352,350
BellSouth Corp.   186,200  10,078,075
Koninklijke PPT Nederland (d)  104,400  3,520,521
NYNEX Corp.   858,800  31,560,900
Rochester Telephone Corp.   501,000  10,583,625
Southern New England 
 Telecommunications Corp.   20,300  652,138
Southwestern Bell Corp.   594,900  24,019,088
  115,766,697
TOTAL UTILITIES   135,932,978
TOTAL COMMON STOCKS
 (Cost $1,649,143,530)   1,705,430,950
PREFERRED STOCKS - 0.9%
CONVERTIBLE PREFERRED STOCKS - 0.9%
ENERGY - 0.5%
ENERGY SERVICES - 0.1%
Noble Drilling Corp. $1.50  119,100  2,501,100
OIL & GAS - 0.4%
Atlantic Richfield Co. exchangeable  284,300  7,427,338
TOTAL ENERGY   9,928,438
INDUSTRIAL MACHINERY & EQUIPMENT - 0.2%
ELECTRICAL EQUIPMENT - 0.2%
Westinghouse Electric Corp. $1.30 (a)(d)  351,500  4,701,313
UTILITIES - 0.2%
TELEPHONE SERVICES - 0.2%
Philippine Long Distance 
 Telephone (GDR)  94,600  5,120,225
TOTAL CONVERTIBLE PREFERRED STOCKS   19,749,976
NONCONVERTIBLE PREFERRED STOCKS - 0.0%
UTILITIES - 0.0%
ELECTRIC UTILITY - 0.0%
Gulf States Utilities Co., Series B,  ARP  631  30,288
TOTAL PREFERRED STOCKS
 (Cost $20,100,739)   19,780,264
CORPORATE BONDS - 2.4%
 MOODY'S RATINGS  PRINCIPAL 
 (UNAUDITED) (C) AMOUNT 
CONVERTIBLE BONDS - 0.9%
CONSTRUCTION & REAL ESTATE - 0.2%
REAL ESTATE INVESTMENT TRUSTS - 0.2%
Centerpoint Properties 8.22%, 
 1/15/04 - $ 1,510,000  1,555,300
 
 MOODY'S RATINGS PRINCIPAL VALUE
 (UNAUDITED) (C) AMOUNT (NOTE 1)
CONVERTIBLE BONDS - CONTINUED
CONSTRUCTION & REAL ESTATE - CONTINUED
REAL ESTATE INVESTMENT TRUSTS - CONTINUED
Liberty Property Limited 
 Partnership 8%, 7/1/01 - $ 750,000 $ 722,813
Sizeler Property Investors, Inc. 
 8%, 7/15/03 -  1,500,000  1,290,000
TOTAL CONSTRUCTION & REAL ESTATE   3,568,113
DURABLES - 0.2%
TEXTILES & APPAREL - 0.2%
Interface, Inc. 8%, 9/15/13 Ba3  799,000  726,091
Unifi, Inc. 6%, 3/15/02 Baa1  3,990,000  3,865,313
TOTAL DURABLES   4,591,404
ENERGY - 0.0%
ENERGY SERVICES - 0.0%
Lone Star Technologies, Inc. 
 euro 8%, 8/27/02 -  290,000  205,175
FINANCE - 0.1%
BANKS - 0.1%
Bank of Boston Corp. 7 3/4%, 
 6/15/11 Baa2   1,242,000  1,409,670
RETAIL & WHOLESALE - 0.4%
RETAIL & WHOLESALE, MISCELLANEOUS - 0.4%
Home Depot, Inc. 4 1/2%, 
 2/15/97 A1  7,340,000  8,697,900
UTILITIES - 0.0%
GAS - 0.0%
SFP Pipeline Holdings, Inc. 
 exchangeable 0%, 
 8/15/10 (e) Baa3  470,000  554,600
TOTAL CONVERTIBLE BONDS   19,026,862
NONCONVERTIBLE BONDS - 1.5%
AEROSPACE & DEFENSE - 0.1%
DEFENSE ELECTRONICS - 0.1%
Tracor, Inc. 10 7/8%, 
 8/15/01 B2   1,220,000  1,171,200
BASIC INDUSTRIES - 0.3%
PACKAGING & CONTAINERS - 0.0%
Owens Illinois, Inc. 10 1/4%, 
 4/1/99 B2  350,000  346,500
PAPER & FOREST PRODUCTS - 0.3%
Stone Container Corp. 9 7/8%, 
 2/1/01 B1  7,760,000  7,333,200
TOTAL BASIC INDUSTRIES   7,679,700
CONGLOMERATES - 0.0%
Coltec Industries, Inc. 10 1/4%, 
 4/1/02 B1  910,000  891,800
CORPORATE BONDS - CONTINUED
 MOODY'S RATINGS PRINCIPAL VALUE
 (UNAUDITED) (C) AMOUNT (NOTE 1)
NONCONVERTIBLE BONDS - CONTINUED
DURABLES - 0.5%
TEXTILES & APPAREL - 0.5%
Westpoint Stevens, Inc.:
 8 3/4%, 12/15/01 B1 $ 2,660,000 $ 2,453,850
 9 3/8%, 12/15/05 B3  7,850,000  7,045,375
TOTAL DURABLES   9,499,225
FINANCE - 0.1%
BANKS - 0.0%
Signet Banking Corp.:
 5.9375%, 5/15/97 (e) Baa1  340,000  335,750
 5.9375%, 4/15/98 (e) Baa1  190,000  187,863
  523,613
CREDIT & OTHER FINANCE - 0.1%
Chrysler Financial Corp. 9 1/2%, 
 12/15/99 A3  2,990,000  3,102,304
TOTAL FINANCE   3,625,917
INDUSTRIAL MACHINERY & EQUIPMENT - 0.1%
Joy Technologies, Inc. 10 1/4%, 
 9/1/03 Ba1  3,020,000  3,155,900
MEDIA & LEISURE - 0.2%
ENTERTAINMENT - 0.0%
Live Entertainment, Inc. 
 10%, 9/1/98 -  56,900  29,019
LEISURE, DURABLES & TOYS - 0.1%
Coleman Worldwide Corp. 2nd 
 liquid yield option notes 0%, 
 5/27/13 B2  7,340,000  2,119,425
LODGING & GAMING - 0.1%
Host Marriott Corp.:
 9 1/8%, 12/1/00 B1  691,000  670,270
 9 7/8%, 5/1/01 B1  239,000  239,000
 10 1/2%, 5/1/06 B1  519,000  516,405
  1,425,675
TOTAL MEDIA & LEISURE   3,574,119
NONDURABLES - 0.2%
BEVERAGES - 0.2%
Canandaigua Wine, Inc. 
 8 3/4%, 12/15/03 B1  5,700,000  5,158,500
UTILITIES - 0.0%
GAS - 0.0%
Columbia Gas Systems, Inc. 
 9.91%, 5/28/20 (b) -  170,000  204,850
TOTAL NONCONVERTIBLE BONDS   34,961,211
TOTAL CORPORATE BONDS
 (Cost $56,095,105)   53,988,073
U.S. TREASURY OBLIGATIONS - 5.2%
 MOODY'S RATINGS PRINCIPAL VALUE
 (UNAUDITED) (C) AMOUNT (NOTE 1)
U.S. Treasury Notes:
 6 1/4%, 2/15/03 Aaa $ 21,100,000 $ 19,082,207
 5 3/4%, 8/15/03 Aaa  71,980,000  62,554,939
 7 7/8%, 11/15/04 Aaa  35,630,000  35,730,120
TOTAL U.S. TREASURY  OBLIGATIONS
 (Cost $116,702,439)   117,367,266
REPURCHASE AGREEMENTS - 16.0%
 MATURITY VALUE
 AMOUNT (NOTE 1)
Investments in repurchase agreements
 (U.S. Treasury obligations), in a joint 
 trading account at 5.77% dated 
 12/30/94 due 1/3/95  $ 362,179,048  361,947,000
TOTAL INVESTMENT IN SECURITIES - 100%
 (Cost $2,203,988,813)  $ 2,258,513,553
LEGEND
(a) Non-income producing
(b) 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.
(d) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $9,699,915 or .4% of net
assets.
(e) 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 $2,846,732,426 and $2,137,800,209, 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 RATINGS S&P RATINGS
Aaa, Aa, A 5.7% AAA, AA, A 5.6%
Baa 0.3% BBB 0.5%
Ba 0.2% BB 0.2%
B 1.2% B 1.1%
Caa 0.0% CCC 0.0%
Ca, C 0.0% CC, C 0.0%
  D 0.0%
The percentage not rated by either S&P or Moody's amounted to 0.2% .
INCOME TAX INFORMATION 
At December 31, 1994, the aggregate cost of investment securities for
income tax purposes was $2,207,108,686. Net unrealized appreciation
aggregated $51,404,867, of which $113,602,118 related to appreciated
investment securities and $62,197,251 related to depreciated investment
securities. 
The fund hereby designates $51,322,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
VARIABLE INSURANCE PRODUCTS FUND: EQUITY-INCOME PORTFOLIO
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                          <C>            <C>               
 DECEMBER 31, 1994                                                                                                     
 
ASSETS                                                                                                                     
 
Investment in securities, at value (including repurchase agreements of $361,947,000) (cost $2,203,988,813) -     $ 2,258,513,553   
See accompanying schedule                                                                                                   
 
Cash                                                                                                             711              
 
Receivable for investments sold                                                                                  27,932,668       
 
Receivable for fund shares sold                                                                                  15,355,442       
 
Dividends receivable                                                                                             5,542,011        
 
Interest receivable                                                                                                3,369,540        
 
Other receivables                                                                                                  63,282           
 
 TOTAL ASSETS                                                                                                   2,310,777,207    
 
LIABILITIES                                                                                                                        
 
Payable for investments purchased                                                                  $ 23,873,170                     
 
Payable for fund shares redeemed                                                                   1,082,208                       
 
Accrued management fee                                                                             956,271                         
 
Other payables and accrued expenses                                                                453,465                         
 
 TOTAL LIABILITIES                                                                                                 26,365,114       
 
NET ASSETS                                                                                                      $ 2,284,412,093   
 
Net Assets consist of:                                                                                                  
 
Paid in capital                                                                                                   $ 2,107,928,643   
 
Undistributed net investment income                                                                               4,150,957        
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions              117,794,977      
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies        54,537,516       
 
NET ASSETS, for 148,827,792 shares outstanding                                                                    $ 2,284,412,093   
 
NET ASSET VALUE, offering price and redemption price per share ($2,284,412,093 (divided by) 148,827,792 shares)    $15.35           
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                                <C>            <C>             
 YEAR ENDED DECEMBER 31, 1994                                                                     
 
INVESTMENT INCOME                                                                 $ 44,676,881    
Dividends                                                                                         
 
Interest                                                                           15,457,640     
 
 TOTAL INCOME                                                                      60,134,521     
 
EXPENSES                                                                                          
 
Management fee                                                     $ 9,165,293                    
 
Transfer agent fees                                                 192,500                       
 
Accounting fees and expenses                                        669,962                       
 
Non-interested trustees' compensation                               16,144                        
 
Custodian fees and expenses                                         102,509                       
 
Registration fees                                                   294,094                       
 
Audit                                                               51,440                        
 
Legal                                                               17,294                        
 
Interest                                                            6,692                         
 
Miscellaneous                                                       14,256                        
 
 Total expenses before reductions                                   10,530,184                    
 
 Expense reductions                                                 (241,887       10,288,297     
                                                                   )                              
 
NET INVESTMENT INCOME                                                              49,846,224     
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                               
Net realized gain (loss) on:                                                                      
 
 Investment securities                                              121,865,712                   
 
 Foreign currency transactions                                      32,759         121,898,471    
 
Change in net unrealized appreciation (depreciation) on:                                          
 
 Investment securities                                              (61,703,739                   
                                                                   )                              
 
 Assets and liabilities in foreign currencies                       12,776         (61,690,963    
                                                                                  )               
 
NET GAIN (LOSS)                                                                    60,207,508     
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                   $ 110,053,732   
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
<TABLE>
<CAPTION>
<S>                                                                                           <C>               <C>               
                                                                                              YEAR ENDED        YEAR ENDED        
                                                                                              DECEMBER 31,      DECEMBER 31,      
                                                                                              1994              1993              
 
INCREASE (DECREASE) IN NET ASSETS                                                                                                 
 
Operations                                                                                    $ 49,846,224      $ 27,285,969      
Net investment income                                                                                                             
 
 Net realized gain (loss)                                                                      121,898,471       70,742,090       
 
 Change in net unrealized appreciation (depreciation)                                          (61,690,963)      46,208,348       
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                               110,053,732       144,236,407      
 
Distributions to shareholders:                                                                 (44,739,784)      (23,402,249)     
From net investment income                                                                                                        
 
 In excess of net investment income                                                            -                 (2,791,192)      
 
 From net realized gain                                                                        (68,533,800)      -                
 
 TOTAL DISTRIBUTIONS                                                                           (113,273,584)     (26,193,441)     
 
Share transactions                                                                             1,048,772,904     665,403,591      
Net proceeds from sales of shares                                                                                                 
 
 Reinvestment of distributions                                                                 113,273,584       26,157,025       
 
 Cost of shares redeemed                                                                       (192,914,992)     (83,982,840)     
 
 Net increase (decrease) in net assets resulting from share transactions                       969,131,496       607,577,776      
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                                      965,911,644       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 $4,150,957    $ 2,284,412,093   $ 1,318,500,449   
and $(823,095), respectively)                                                                                                     
 
OTHER INFORMATION                                                                                                                 
Shares                                                                                                                            
 
 Sold                                                                                          68,815,564        45,052,691       
 
 Issued in reinvestment of distributions                                                       7,484,681         1,761,238        
 
 Redeemed                                                                                      (12,882,315)      (5,646,913)      
 
 Net increase (decrease)                                                                       63,417,930        41,167,016       
 
SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.                                                    
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
 
 
<TABLE>
<CAPTION>
<S>                                                    <C>                        <C>           <C>         <C>         <C>         
                                                      YEARS ENDED DECEMBER 31,                                                     
 
SELECTED PER-SHARE DATA                               1994                       1993          1992        1991        1990        
 
Net asset value, beginning of period                   $ 15.44                    $ 13.40       $ 11.85     $ 9.51      $ 12.29     
 
Income from Investment Operations                                                                                             
 
 Net investment income                               .41                        .37           .40         .50         .58        
 
 Net realized and unrealized gain (loss)               .64                        2.06          1.57        2.43        (2.38)     
 
 Total from investment operations                     1.05                       2.43          1.97        2.93        (1.80)     
 
Less Distributions                                    (.37)                      (.35)         (.42)       (.59)       (.59)      
From net investment income                                                                                                          
 
 In excess of net investment income                   -                          (.04)         -           -           -          
 
 From net realized gain                              (.77)                      -             -           -           (.39)      
 
 Total distributions                                   (1.14)                     (.39)         (.42)       (.59)       (.98)      
 
Net asset value, end of period                         $ 15.35                    $ 15.44       $ 13.40     $ 11.85     $ 9.51      
 
TOTAL RETURN A                                          7.07%                      18.29%        16.89%      31.44%      (15.29)%   
 
RATIOS AND SUPPLEMENTAL DATA                                                                                               
 
Net assets, end of period (000 omitted)                $ 2,284,412                $ 1,318,500   $ 592,880   $ 282,171   $ 154,080   
 
Ratio of expenses to average net assets B               .58%                       .62%          .65%        .74%        .78%       
 
Ratio of expenses to average net assets before expense 
reductions B                                           .60%                       .62%          .65%        .74%        .78%       
 
Ratio of net investment income to average net assets    2.83%                      2.87%         3.52%       4.83%       6.01%      
 
Portfolio turnover rate                                 134%                       120%          74%         107%        94%        
 
</TABLE>
 
A TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
B SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS.
VARIABLE INSURANCE PRODUCTS FUND: GROWTH PORTFOLIO
PERFORMANCE AND INVESTMENT SUMMARY
 
 
PERFORMANCE
There are several ways to evaluate a fund's historical performance: total
percentage change in value, the average annual percentage change, or the
growth of a hypothetical $10,000 investment. Each performance figure
includes changes in a fund's share price, plus reinvestment of any
dividends (income) and capital gains (the profits the fund earns when it
sells stocks that have grown in value).
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED        PAST 1   PAST 5   LIFE OF   
DECEMBER 31, 1994    YEAR     YEARS    FUND      
 
Growth               -.02%    10.88%   12.55%    
 
S&P 500              1.32%    8.70%    11.94%    
 
AVERAGE ANNUAL RETURNS take the fund's actual (or cumulative) return and
show you what would have happened if the fund had performed at a constant
rate each year.
 
UNDERSTANDING PERFORMANCE
How a fund did yesterday is no guarantee of how 
it will do tomorrow. The stock market, for 
example, has a history of growth in the long run 
and volatility in the short run. In turn, the share 
price and return of a fund that invests in stocks 
will vary. That means if you sell your shares 
during a market downturn, you might lose 
money. But if you can ride out the market's ups 
and downs, you may have a gain.
(checkmark)
You can compare these figures to the performance of the Standard & Poor's
Composite Index of 500 Stocks- a common proxy for the U.S. stock market.
This benchmark includes reinvested dividends and capital gains, if any, and
excludes the effects of sales charges.
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. 
$10,000 OVER LIFE OF FUND
              VIP Growth (212)    Standard & Poor's 50
     10/09/86            10000.00            10000.00
     10/31/86            10000.00            10337.47
     11/30/86            10220.00            10588.67
     12/31/86            10030.00            10318.66
     01/31/87            11100.00            11708.58
     02/28/87            11650.00            12171.07
     03/31/87            11839.96            12522.81
     04/30/87            11839.96            12411.36
     05/31/87            11920.10            12519.34
     06/30/87            12270.69            13151.56
     07/31/87            12761.52            13818.35
     08/31/87            13142.16            14333.77
     09/30/87            12991.91            14019.86
     10/31/87            10137.09            10999.98
     11/30/87             9425.89            10093.59
     12/31/87            10397.54            10861.71
     01/31/88            10623.12            11318.99
     02/29/88            11484.46            11846.45
     03/31/88            11381.92            11480.40
     04/30/88            11525.47            11607.83
     05/31/88            11422.93            11708.82
     06/30/88            11997.16            12246.25
     07/31/88            11935.63            12199.71
     08/31/88            11648.52            11784.92
     09/30/88            11976.65            12286.96
     10/31/88            12007.41            12628.54
     11/30/88            11894.62            12447.95
     12/31/88            12017.66            12665.79
     01/31/89            12879.00            13592.93
     02/28/89            12612.40            13254.46
     03/31/89            12993.69            13563.29
     04/30/89            13680.86            14267.23
     05/31/89            14170.20            14845.05
     06/30/89            13982.79            14760.43
     07/31/89            15232.19            16093.30
     08/31/89            15492.48            16408.73
     09/30/89            15627.83            16341.45
     10/31/89            15190.54            15962.33
     11/30/89            15440.42            16287.96
     12/31/89            15804.82            16678.87
     01/31/90            14888.60            15559.72
     02/28/90            15030.81            15760.44
     03/31/90            15214.51            16178.09
     04/30/90            14771.47            15773.64
     05/31/90            16078.97            17311.57
     06/30/90            16413.95            17193.85
     07/31/90            16154.61            17138.83
     08/31/90            14490.52            15589.48
     09/30/90            12999.33            14830.27
     10/31/90            12534.68            14766.50
     11/30/90            13550.42            15720.42
     12/31/90            13950.24            16159.02
     01/31/91            14879.53            16863.55
     02/28/91            15989.61            18069.30
     03/31/91            16472.15            18506.57
     04/30/91            16318.61            18550.99
     05/31/91            17283.69            19352.39
     06/30/91            16000.58            18466.05
     07/31/91            17524.96            19326.57
     08/31/91            18303.61            19784.61
     09/30/91            18446.17            19454.21
     10/31/91            19016.45            19714.89
     11/30/91            17930.73            18920.38
     12/31/91            20299.57            21084.88
     01/31/92            21538.81            20692.70
     02/29/92            21989.40            20961.70
     03/31/92            20641.73            20552.95
     04/30/92            19833.13            21157.21
     05/31/92            19664.68            21260.88
     06/30/92            18901.00            20944.09
     07/31/92            19630.98            21800.70
     08/31/92            19091.92            21353.79
     09/30/92            19428.83            21605.76
     10/31/92            20181.28            21681.38
     11/30/92            21528.95            22420.72
     12/31/92            22191.55            22696.49
     01/31/93            22629.54            22887.14
     02/28/93            22163.03            23198.41
     03/31/93            23046.80            23687.89
     04/30/93            22805.77            23114.65
     05/31/93            24504.44            23734.12
     06/30/93            24756.95            23802.95
     07/31/93            24688.08            23707.74
     08/31/93            25927.65            24606.26
     09/30/93            26409.70            24416.79
     10/31/93            26662.21            24922.22
     11/30/93            25583.33            24685.46
     12/31/93            26490.05            24984.15
     01/31/94            27155.74            25833.61
     02/28/94            26875.66            25133.52
     03/31/94            25654.60            24037.70
     04/30/94            25813.34            24345.38
     05/31/94            25215.01            24744.65
     06/30/94            23932.89            24138.40
     07/31/94            24763.22            24930.14
     08/31/94            26167.44            25952.28
     09/30/94            25849.97            25316.45
     10/31/94            26900.08            25886.07
     11/30/94            25825.55            24943.30
     12/30/94            26484.92            25313.21
 
Let's say you invested $10,000 in Growth Portfolio on October 9, 1986, when
the fund started. By December 31, 1994, your investment would have grown to
$26,485 - a 164.85% increase. That compares to $10,000 invested in the S&P
500, which would have grown to $25,313 over the same period - a 153.13%
increase.
INVESTMENT SUMMARY
TOP FIVE STOCKS AS OF DECEMBER 31, 1994
                           % OF FUND'S    
                           INVESTMENTS    
 
Oracle Systems Corp.       3.6            
 
DSC Communications Corp.   3.0            
 
Motorola, Inc.             2.0            
 
General Electric Co.       1.9            
 
Lowe's Companies, Inc.     1.9            
 
TOP FIVE INDUSTRIES AS OF DECEMBER 31, 1994
                     % OF FUND'S    
                     INVESTMENTS    
 
Technology           39.5           
 
Retail & Wholesale   11.5           
 
Utilities            10.2           
 
Health               7.7            
 
Media & Leisure      5.0            
 
ASSET ALLOCATION AS OF DECEMBER 31, 1994
Row: 1, Col: 1, Value: 11.9
Row: 1, Col: 2, Value: 40.0
Row: 1, Col: 3, Value: 48.1
Stocks  88.1%
Short-term investments 11.9%
FOREIGN INVESTMENTS 6.0%
*
VARIABLE INSURANCE PRODUCTS FUND: GROWTH PORTFOLIO
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
 
An interview with Lawrence Greenberg, Portfolio 
Manager of Growth Portfolio
Q. LARRY, HOW HAS THE FUND PERFORMED?
A. In the past 12 months, the stock market has yielded disappointing
returns. For the year ended December 31, 1994, the Standard & Poor's 500
index had a total return of 1.32%, and the fund's performance has slightly
trailed the index during the period.
Q. WHAT FACTORS CONTRIBUTED TO PERFORMANCE?
A. There's no question that the fund had a tough year. Growth stocks tend
to be hardest hit during periods of market correction because of their
higher-than-average valuations - prices relative to earnings. During most
of the year, cyclicals - those stocks that tend to rise and fall with the
economy - performed much better than the growth stocks that make up this
fund. When the markets stabilized in the second half of the year, the fund
started to perform better. While performance was by no means stellar, the
fund held its own in a very volatile market environment.
Q. HOW DID RISING INTEREST RATES AND A VOLATILE STOCK MARKET INFLUENCE YOUR
INVESTMENT STRATEGY?
A. Rising interest rates impact growth stocks more than value stocks. While
sell-offs in the market tend to impact this fund more than less aggressive
funds, it also gives me the opportunity to buy more of the best performing
companies at more attractive valuations. Ideally, when the market rebounds,
the fund should be well-positioned to bounce back strongly.
Q. WHY DO YOU CONTINUE TO KEEP MORE THAN ONE-THIRD OF THE FUND'S
INVESTMENTS IN TECHNOLOGY?
A. As opposed to the 1980s, when we were in a consumer-driven economy, the
1990s are being driven by capital investment and productivity enhancement,
both of which play directly into the hands of technology. Despite a recent
slowdown in the U.S. economy, the outlook for spending in technology both
here and abroad remains strong. We're seeing strength in virtually every
area of technology, from PCs and semi-conductors to computer networking.
Oracle, the fund's largest investment on December 31, continues to benefit
from the growing acceptance of client-server computing - PCs linked by
networks - over the mainframe systems of the past. I've recently reduced my
position in Compaq by about one-third and decided to take some profits. I
still think Compaq is the top manufacturer of personal computers, but as
its stock climbs, I don't need to own quite so much of it.
Q. WHAT OTHER INDUSTRIES DO YOU LIKE NOW?
A. Well, I look for companies that have the best opportunities for growth
and the best chance for positive earnings surprises. The cellular telephone
industry is exhibiting tremendous momentum. Airtouch and Vanguard Cellular
are two of the fund's top 10 investments. I also own two classes of the
stock of Nokia, a Finnish cellular equipment provider, which, if added
together, would also be a top investment. The number of cellular
subscribers is growing by about 50% a year, and this trend is showing no
signs of slowing down. I continue to believe that cellular is one of the
true growth industries of the 1990s. 
Q. WHAT INVESTMENTS HAVEN'T WORKED OUT AS WELL AS YOU'D HOPED IN THE PAST
12 MONTHS?
A. When the information superhighway turned into the information super
"hype" way, stocks such as DSC Communications didn't do well. Though the
business prospects of the company didn't change all that much, the
perception of it did. I would have liked to have been more astute about
these changes in perception and done a better job trading the stock.
Newbridge Networks and Cisco Systems are two other examples of stocks that
didn't work out as I would have liked. Both had been big winners over the
past few years and as their growth rates showed signs of slowing, the
stocks corrected. However, earnings prospects for both companies remain
good, and both stocks have begun to recover from their lows.
Q. WHAT'S YOUR OUTLOOK FOR THE NEXT SIX MONTHS?
A. While the direction of the market is always hard to predict, I believe
that the outperformance of cyclical stocks over growth stocks is behind us.
When the market stabilizes, the fund should be in a better position to
outperform the market.
 
 
FUND FACTS
GOAL: to increase the value of the fund's 
shares over the long term by investing in 
stocks with above-average growth potential
START DATE: October 9, 1986
SIZE: as of December 31, 1994, more than 
$2.1 billion
MANAGER: Lawrence Greenberg, since 1991; 
manager, Emerging Growth Portfolio, since 
1993; Fidelity Select Environmental Services 
Portfolio, October 1986 - April 1991; Fidelity 
Select Medical Delivery Portfolio, July 1989 - 
April 1991; joined Fidelity in 1986
(checkmark)
VARIABLE INSURANCE PRODUCTS FUND: GROWTH PORTFOLIO
INVESTMENTS DECEMBER 31, 1994
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 88.1%
 SHARES VALUE
  (NOTE 1)
BASIC INDUSTRIES - 1.2%
CHEMICALS & PLASTICS - 0.5%
Airgas, Inc. (a)  282,400 $ 6,000,987
Hanna (M.A.) Co.   100,000  2,375,000
Union Carbide Corp.   110,000  3,231,250
  11,607,237
IRON & STEEL - 0.1%
Nucor Corp.   41,200  2,286,600
METALS & MINING - 0.4%
Alcan Aluminium Ltd.   75,000  1,905,896
Aluminum Co. of America  25,000  2,165,625
IMCO Recycling, Inc.   175,000  2,646,875
Reynolds Metals Co.   34,600  1,695,400
  8,413,796
PAPER & FOREST PRODUCTS - 0.2%
International Paper Co.   50,000  3,768,750
TOTAL BASIC INDUSTRIES   26,076,383
CONGLOMERATES - 0.3%
Mark IV Industries, Inc.   90,000  1,777,500
Tyco Laboratories, Inc.   100,000  4,750,000
   6,527,500
CONSTRUCTION & REAL ESTATE - 0.6%
CONSTRUCTION - 0.4%
Oakwood Homes Corp.   271,700  6,622,688
Schuler Homes, Inc. (a)  86,600  1,234,050
  7,856,738
ENGINEERING - 0.2%
Glenayre Technologies, Inc. (a)  85,100  4,914,525
TOTAL CONSTRUCTION & REAL ESTATE   12,771,263
DURABLES - 2.2%
AUTOS, TIRES, & ACCESSORIES - 1.3%
Autozone, Inc. (a)  325,000  7,881,250
Breed Technologies, Inc.   172,900  4,906,038
Chrysler Corp.   210,000  10,290,000
Smith (A.O.) Corp. Class B  127,600  3,126,200
Toyota Motor Corp. ADR  50,000  2,093,750
  28,297,238
CONSUMER ELECTRONICS - 0.5% 
Harman International Industries, Inc.   194,100  7,181,700
Sony Corp. ADR  45,000  2,525,625
  9,707,325
TEXTILES & APPAREL - 0.4%
Reebok International Ltd.   90,000  3,555,000
Tommy Hilfiger (a)  109,300  4,932,163
  8,487,163
TOTAL DURABLES   46,491,726
ENERGY - 0.5%
ENERGY SERVICES - 0.1%
Schlumberger Ltd.   60,000  3,022,500
INDEPENDENT POWER - 0.2%
Thermo Electron Corp. (a)  75,000  3,365,625
 
 SHARES VALUE
  (NOTE 1)
ENERGY - CONTINUED
OIL & GAS - 0.2%
British Petroleum PLC ADR  50,000 $ 3,993,750
Inverness Petroleum Ltd. (a)  168,000  1,018,618
Petromet Resources Ltd. Ord. (a)  27,900  119,409
  5,131,777
TOTAL ENERGY   11,519,902
FINANCE - 1.4%
FEDERAL SPONSORED CREDIT - 1.3%
Federal National Mortgage 
Association  375,000  27,328,125
INSURANCE - 0.0%
GMIS, Inc. (a)  55,000  1,072,500
SECURITIES INDUSTRY - 0.1%
Nomura Securities Co. Ltd.   80,000  1,660,150
TOTAL FINANCE   30,060,775
HEALTH - 7.7%
DRUGS & PHARMACEUTICALS - 3.0%
Amgen, Inc. (a)  125,000  7,375,000
Biogen, Inc. (a)  65,000  2,713,750
Bristol-Myers Squibb Co.   130,000  7,523,750
COR Therapeutics, Inc. (a)   65,800  723,800
Dura Pharmaceuticals, Inc. (a)   200,000  2,900,000
Elan Corp. PLC ADR (a)  100,000  3,562,500
North American Biologicals, Inc. (a)  165,000  1,237,500
Pfizer, Inc.   275,000  21,243,750
Schering-Plough Corp.   125,000  9,250,000
Warner-Lambert Co.   100,000  7,700,000
  64,230,050
MEDICAL EQUIPMENT & SUPPLIES - 1.9%
Abbott Laboratories  150,000  4,893,750
Becton, Dickinson & Co.   40,200  1,929,600
Boston Scientific Corp. (a)  185,000  3,214,375
Cardinal Health, Inc.   150,000  6,956,250
Johnson & Johnson  115,000  6,296,250
Medtronic, Inc.   50,000  2,781,250
Nellcor, Inc. (a)  66,500  2,194,500
St. Jude Medical, Inc.   216,200  8,593,950
Thermo Cardiosystems, Inc. (a)  122,300  1,956,800
Thermedics, Inc. (a)  150,000  1,912,500
  40,729,225
MEDICAL FACILITIES MANAGEMENT - 2.8%
Columbia/HCA Healthcare Corp.   175,025  6,388,413
Health Management, Inc. (Del.) (a)  103,900  1,857,213
Integrated Health Services, Inc.   185,000  7,307,500
Lincare Holdings, Inc. (a)  515,600  14,952,400
Living Centers of America, Inc. (a)   75,000  2,503,125
Sun Healthcare Group (a)  100,000  2,537,500
United HealthCare Corp.   275,000  12,409,375
U.S. Healthcare, Inc.   200,000  8,250,000
Vivra, Inc. (a)  118,000  3,304,000
  59,509,526
TOTAL HEALTH   164,468,801
COMMON STOCKS - CONTINUED
 SHARES VALUE
  (NOTE 1)
INDUSTRIAL MACHINERY & EQUIPMENT - 4.7%
ELECTRICAL EQUIPMENT - 3.2%
Adflex Solutions (a)  39,200 $ 656,600
American Power Conversion Corp. (a)  350,000  5,731,250
Avid Technology, Inc. (a)  35,000  1,124,375
California Microwave Corp. (a)   30,400  1,109,600
General Electric Co.   800,000  40,800,000
Oak Industries, Inc. (a)  88,600  2,026,725
Scientific-Atlanta, Inc.   500,000  10,500,000
Sensormatic Electronics Corp.   125,000  4,500,000
United Communication Industry PCL:
(For. Reg.)  77,000  1,073,492
 (For. Reg.) (Rights) (a)  77,000  1,042,820
  68,564,862
INDUSTRIAL MACHINERY & EQUIPMENT - 1.1%
AGCO Corp.   279,200  8,480,700
Case Corp.   160,000  3,440,000
Caterpillar, Inc.   200,000  11,025,000
Perseptive Technologies Corp. unit 
(1 common & 1 warrant) (a)  21,000  94,500
Veeco Instruments, Inc. (a)  38,000  384,750
  23,424,950
POLLUTION CONTROL - 0.4%
Browning-Ferris Industries, Inc.   125,000  3,546,875
TETRA Technologies, Inc. (a)  111,200  1,320,500
WMX Technologies, Inc.   165,000  4,331,250
  9,198,625
TOTAL INDUSTRIAL MACHINERY & EQUIPMENT   101,188,437
MEDIA & LEISURE - 5.0%
BROADCASTING - 1.7%
British Sky Broadcasting Group ADR (a)  100,000  2,400,000
Capital Cities/ABC, Inc.   75,000  6,393,750
Clear Channel Communications, Inc. (a)  50,050  2,540,038
Infinity Broadcasting Corp. (a)  101,072  3,183,768
People's Choice TV Corp. (a)  45,000  708,750
Tele-Communications, Inc. Class A (a)  200,000  4,350,000
Viacom, Inc. (non-vtg.) (a)  400,084  16,253,413
  35,829,719
ENTERTAINMENT - 0.5%
Disney (Walt) Co.   40,000  1,845,000
Players International, Inc. (a)  150,000  3,375,000
Royal Carribean Cruises Ltd.   100,000  2,850,000
Scientific Games Holdings Corp. (a)  68,700  3,435,000
  11,505,000
LEISURE DURABLES & TOYS - 0.3%
Champion Enterprises, Inc. (a)  69,300  2,113,650
Cobra Golf, Inc. (a)  125,000  4,468,750
  6,582,400
LODGING & GAMING - 0.6%
Hospitality Franchise Systems, Inc.   500,000  13,250,000
National Gaming Corp. (a)  14,300  171,600
  13,421,600
RESTAURANTS - 1.9%
Apple South, Inc.   324,500  4,259,063
Applebee's International, Inc.   163,200  2,182,800
Brinker International, Inc. (a)  74,100  1,343,063
Landry's Seafood Restaurants, Inc. (a)  170,000  4,823,750
Lone Star Steakhouse Saloon (a)  450,000  9,000,000
 
 SHARES VALUE
  (NOTE 1)
MEDIA & LEISURE - CONTINUED
RESTAURANTS - CONTINUED
Outback Steakhouse, Inc. (a)  140,000 $ 3,290,000
Papa John's International, Inc. (a)  150,300  4,321,125
Starbucks Corp. (a)  335,000  9,212,500
Uno Restaurant Corp. (a)  149,200  1,883,650
  40,315,951
TOTAL MEDIA & LEISURE   107,654,670
NONDURABLES - 1.6%
BEVERAGES - 0.3%
PepsiCo, Inc.   200,000  7,250,000
HOUSEHOLD PRODUCTS - 0.7%
Colgate-Palmolive Co.   80,000  5,070,000
Gillette Co.   65,000  4,858,750
Procter & Gamble Co.   50,000  3,100,000
Rubbermaid, Inc.   19,500  554,126
Safeskin Corp. (a)  15,400  219,450
  13,802,326
TOBACCO - 0.6%
Philip Morris Companies, Inc.   175,000  10,062,500
RJR Nabisco Holdings Corp. (a)  500,000  2,750,000
  12,812,500
TOTAL NONDURABLES   33,864,826
RETAIL & WHOLESALE - 11.5%
APPAREL STORES - 0.6%
Baby Superstore, Inc. (a)  25,000  1,143,750
Gymboree Corp. (a)  75,000  2,156,250
Just For Feet, Inc.   295,000  5,051,875
Norton McNaughton, Inc. (a)  85,000  1,296,250
Today's Man, Inc. (a)   125,000  1,312,500
Urban Outfitters, Inc. (a)  70,100  1,910,225
  12,870,850
APPLIANCE STORES - 0.3%
Cellstar Corp. (a)  245,000  5,543,125
DRUG STORES - 0.5%
General Nutrition Companies, Inc. (a)  275,000  7,975,000
Rite Aid Corp.   150,000  3,506,250
  11,481,250
GENERAL MERCHANDISE STORES - 1.2%
Dollar General Corp.   115,000  3,450,000
Federated Department Stores, Inc. (Del.) (a)  57,100  1,099,175
Michaels Stores, Inc. (a)   213,300  7,412,175
Sears, Roebuck & Co.   175,000  8,050,000
Wal-Mart Stores, Inc.   250,000  5,312,500
  25,323,850
RETAIL & WHOLESALE, MISCELLANEOUS - 8.9%
Barnes & Noble, Inc. (a)  165,000  5,156,250
Bed Bath & Beyond, Inc. (a)  275,000  8,250,000
Best Buy Co., Inc. (a)  75,900  2,371,875
Books-A-Million, Inc. (a)  200,000  3,375,000
Circuit City Stores, Inc.   160,050  3,561,113
Gateway 2000, Inc. (a)  100,300  2,168,988
Home Depot, Inc. (The)  800,066  36,803,036
Lowe's Companies, Inc.   1,145,000  39,788,750
Micro Warehouse, Inc. (a)   180,600  6,321,000
Officemax, Inc. (a)  385,000  10,202,500
Office Depot, Inc. (a)  750,000  18,000,000
Petsmart, Inc. (a)  268,600  9,266,700
COMMON STOCKS - CONTINUED
 SHARES VALUE
  (NOTE 1)
RETAIL & WHOLESALE - CONTINUED
RETAIL & WHOLESALE, MISCELLANEOUS - CONTINUED
Rex Stores Corp. (a)  65,000 $ 1,056,250
Sport Supply Group, Inc.   309,550  3,172,888
Staples, Inc. (a)  439,600  10,880,100
Sunglass Hut International, Inc. (a)  779,500  17,928,500
Tandy Corp.   65,000  3,258,125
Toys "R" Us, Inc. (a)  165,000  5,032,500
Viking Office Products, Inc. (a)  100,000  3,062,500
Williams-Sonoma, Inc. (a)  65,000  1,954,063
  191,610,138
TOTAL RETAIL & WHOLESALE   246,829,213
SERVICES - 1.3%
LEASING & RENTAL - 0.3%
Hollywood Entertainment Corp. (a)  219,700  6,645,925
PRINTING - 0.4%
Cyrk, Inc. (a)  113,200  4,683,650
Reynolds & Reynolds Co. Class A  135,000  3,375,000
  8,058,650
SERVICES - 0.6%
Emcare Holdings (a)  50,000  725,000
Medaphis Corp. (a)  212,900  9,899,850
On Assignment, Inc. (a)  40,100  641,600
Zebra Technologies Corp. Class A (a)  60,000  2,343,750
  13,610,200
TOTAL SERVICES   28,314,775
TECHNOLOGY - 39.5%
COMMUNICATIONS EQUIPMENT - 10.7%
Cabletron Systems, Inc. (a)   674,950  31,385,175
Cisco Systems, Inc. (a)  450,000  15,806,250
DSC Communications Corp. (a)  1,775,000  63,678,125
Dialogic Corp. (a)  142,800  3,355,800
Ericsson (L.M.) Telefon AB Class B ADR  65,000  3,583,125
General DataComm Industries, Inc. (a)  62,000  2,007,250
General Instrument Corp. (a)  385,000  11,550,000
Global Village Communication (a)  275,000  2,509,375
Microtest, Inc. (a)   95,000  2,256,250
Newbridge Networks Corp. (a)  825,000  31,556,250
Nokia Corp. AB sponsored ADR (a)  325,000  24,375,000
Nokia Corp. AB  99,300  14,630,066
Summa Four, Inc. (a)  50,000  1,337,500
3Com Corp. (a)  409,300  21,104,531
  229,134,697
COMPUTER SERVICES & SOFTWARE - 11.6%
Alantec Corp. (a)  135,000  4,320,000
Alias Research, Inc. (a)  60,000  1,080,000
America Online, Inc. (a)  90,000  5,040,000
American Business Information, Inc. (a)  103,800  1,920,300
Ascend Communications, Inc. (a)  30,000  1,222,500
Banyan Systems, Inc. (a)  82,500  1,474,688
CUC International, Inc. (a)  325,000  10,887,500
Cambridge Technology Partners 
Mass., Inc. (a)  127,500  2,836,875
Ceridian Corp. (a)  115,000  3,090,625
Chipcom Corp. (a)  160,000  8,000,000
Computer Associates International, Inc.   125,000  6,062,500
CompUSA, Inc. (a)  150,000  2,250,000
Compuware Corp. (a)  100,000  3,600,000
 
 SHARES VALUE
  (NOTE 1)
TECHNOLOGY - CONTINUED
COMPUTER SERVICES & SOFTWARE - CONTINUED
Digidesign, Inc. (a)   75,000 $ 1,856,250
General Motors Corp. Class E  55,000  2,117,500
IMRS, Inc. (a)  45,000  1,777,500
Informix Corp. (a)  625,000  20,078,125
Integrated Silicon Systems, Inc. (a)  108,400  3,333,300
Intersolv, Inc. (a)  125,000  2,265,625
Lotus Development Corp. (a)  125,000  5,125,000
Macromedia, Inc. (a)  50,000  1,275,000
Mercury Interactive Group Corp. (a)  130,400  1,727,800
Microsoft Corp. (a)  200,000  12,225,000
Network Peripherals, Inc. (a)  125,400  3,417,150
Novell, Inc. (a)  213,800  3,661,325
Oracle Systems Corp. (a)  1,750,000  77,218,750
Parametric Technology Corp. (a)  175,000  6,037,500
Peoplesoft, Inc. (a)  375,000  14,156,250
Platinum Technology, Inc. (a)  106,300  2,405,038
Powersoft Corp. (a)  160,000  13,160,000
Softkey International, Inc. (a)  150,000  3,825,000
Stratacom, Inc. (a)  314,000  10,990,000
SunGard Data Systems, Inc. (a)  96,100  3,699,850
Sybase, Inc. (a)  131,900  6,858,800
Systems & Computer Technology Corp. (a)  60,000  1,252,500
  250,248,251
COMPUTERS & OFFICE EQUIPMENT - 8.1%
ADAPTEC, Inc. (a)  225,000  5,315,625
Apple Computer, Inc.   65,000  2,535,000
Bay Networks, Inc. (a)  328,300  9,684,850
Canon, Inc. ADR representing 5 shares  25,000  2,125,000
Compaq Computer Corp. (a)  775,000  30,612,500
Danka Business Systems PLC 
sponsored ADR  250,000  5,406,250
Dell Computer Corp. (a)  100,000  4,100,000
Digital Equipment Corp. (a)   150,000  4,987,500
EMC Corp. (a)  650,000  14,056,250
Hewlett-Packard Co.   115,000  11,485,625
International Business Machines Corp.   380,000  27,930,000
Micom Communication Corp. (a)  176,400  1,543,500
National Computer System, Inc.   60,000  930,000
Read Rite Corp. (a)  299,426  5,558,095
Seagate Technology (a)  214,900  5,157,600
Silicon Graphics, Inc. (a)  850,200  26,249,925
Sun Microsystems, Inc. (a)   215,000  7,632,500
Tech Data Corp. (a)  275,000  4,675,000
Western Digital Corp. (a)  191,600  3,209,300
  173,194,520
ELECTRONIC INSTRUMENTS - 1.0%
Applied Materials, Inc. (a)  375,000  15,843,750
Electro Scientific Industries, Inc. (a)   75,000  1,612,500
Novellus System, Inc. (a)  84,000  4,200,000
  21,656,250
ELECTRONICS - 8.1%
Advanced Micro Devices, Inc. (a)  400,000  9,950,000
Altera Corp. (a)  131,900  5,523,313
Analog Devices, Inc. (a)  140,000  4,917,500
Atmel Corp. (a)  48,200  1,614,700
Cascade Communications Corp. (a)  35,000  2,161,250
Cypress Semiconductor Corp. (a)  187,600  4,338,250
Electroglas, Inc. (a)  75,000  2,503,125
Hitachi Ltd. ADR  20,000  1,985,000
Integrated Device Technology, Inc. (a)  72,900  2,159,663
COMMON STOCKS - CONTINUED
 SHARES VALUE
  (NOTE 1)
TECHNOLOGY - CONTINUED
ELECTRONICS - CONTINUED
Intel Corp.   175,000 $ 11,178,125
Kemet Corp. (a)  103,300  3,060,263
LSI Logic Corp. (a)  224,900  9,080,338
Linear Technology Corp.   160,000  7,920,000
Marshall Industries (a)  85,000  2,273,750
Maxim Integrated Products, Inc. (a)  80,000  2,800,000
Microchip Technology, Inc. (a)  175,050  4,813,875
Micron Technology, Inc.   340,000  15,002,500
Motorola, Inc.   750,000  43,406,250
National Semiconductor Corp. (a)  275,000  5,362,500
Opti, Inc. (a)  85,700  1,349,775
Quality Semiconductor, Inc. (a)  101,400  1,267,500
SGS-Thomson Microelectronic NV (a)  92,500  2,104,375
Solectron Corp. (a)  60,000  1,650,000
Standard Microsystems Corp. (a)  45,000  1,350,000
Tencor Instruments (a)  100,000  3,850,000
Texas Instruments, Inc.   190,000  14,226,250
Thomas & Betts Corp.   29,000  1,946,625
Wholesale Cellular USA, Inc. (a)   96,700  1,498,850
Xilinx, Inc. (a)  75,000  4,443,750
  173,737,527
TOTAL TECHNOLOGY   847,971,245
TRANSPORTATION - 0.4%
RAILROADS - 0.2%
CSX Corp.   75,000  5,221,875
TRUCKING & FREIGHT - 0.2%
Landstar System, Inc. (a)  45,100  1,477,025
TNT Freightways Corp.   70,000  1,793,750
  3,270,775
TOTAL TRANSPORTATION   8,492,650
UTILITIES - 10.2%
CELLULAR - 5.6%
Airtouch Communications (a)  1,250,000  36,406,250
Arch Communications Group, Inc. (a)  100,000  1,762,500
BCE Mobile Communications, Inc. (a)  225,000  7,142,094
Cellular Communications, Inc., 
Series A (redeemable) (a)  103,300  5,526,550
Commnet Cellular, Inc. (a)  260,000  7,540,000
LIN Broadcasting Corp.   40,000  5,340,000
Metrocall, Inc. (a)  158,600  2,696,200
Rogers Cantel Mobile Communications, Inc. 
Class B (non-vtg.) (a)  200,000  5,884,870
Technology Resources Industries BHD (a)  650,000  2,074,605
USA Mobile Communication (a)  6,000  61,500
United States Cellular Corp. (a)  239,100  7,830,525
Vanguard Cellular Systems, Inc. Class A (a)  1,204,700  31,021,025
Vodafone Group PLC sponsored ADR  190,100  6,392,113
  119,678,232
TELEPHONE SERVICES - 4.6%
ALC Communications Corp. (a)  134,100  4,173,863
AT&T Corp.   550,000  27,637,500
Ameritech Corp.   350,000  14,131,250
Bell Atlantic Corp.   175,000  8,706,250
LCI International, Inc. (a)  215,000  5,751,250
MCI Communications Corp.   200,000  3,675,000
NYNEX Corp.   160,000  5,880,000
Rochester Telephone Corp.   185,000  3,908,125
 
 SHARES VALUE
  (NOTE 1)
UTILITIES - CONTINUED
TELEPHONE SERVICES - CONTINUED
Southwestern Bell Corp.   355,000 $ 14,333,125
Telephone & Data Systems, Inc.   137,599  6,346,754
U.S. West, Inc.   140,000  4,987,500
  99,530,617
TOTAL UTILITIES   219,208,849
TOTAL COMMON STOCKS
(Cost $1,612,919,026)  1,891,441,015
REPURCHASE AGREEMENTS - 11.9%
 MATURITY VALUE
 AMOUNT (NOTE 1)
Investments in repurchase agreements, 
(U.S.Treasury obligations), in a joint 
trading account at 5.77%, dated 
12/30/94 due 1/3/95  $255,935,978  255,772,000
TOTAL INVESTMENT IN SECURITIES - 100%
(Cost $1,868,691,026)  $ 2,147,213,015
LEGEND
(a) Non-income producing
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities,
aggregated $2,594,540,594 and $1,836,138,572, respectively.
INCOME TAX INFORMATION
At December 31, 1994, the aggregate cost of investment securities for
income tax purposes was $1,882,646,486. Net unrealized appreciation
aggregated $264,566,529, of which $308,027,679 related to appreciated
investment securities and $43,461,150 related to depreciated investment
securities. 
At December 31, 1994, the fund had a capital loss carryforward of
approximately $68,037,000, all of which will expire on December 31, 2002.
VARIABLE INSURANCE PRODUCTS FUND: GROWTH PORTFOLIO
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                             <C>            <C>               
 DECEMBER 31, 1994                                                                                                      
 
ASSETS                                                                                                                  
 
Investment in securities, at value (including repurchase agreements of $255,772,000) (cost $1,868,691,026) -     $ 2,147,213,015   
See accompanying schedule                                                                                                
 
Cash                                                                                                              548              
 
Receivable for investments sold                                                                                    24,851,482       
 
Receivable for fund shares sold                                                                                  15,932,257       
 
Dividends receivable                                                                                               1,749,127        
 
Other receivables                                                                                                  100,556          
 
 TOTAL ASSETS                                                                                                      2,189,846,985    
 
LIABILITIES                                                                                                                      
 
Payable for investments purchased                                                                 $ 37,461,229                     
 
Payable for fund shares redeemed                                                                  9,061,731                       
 
Accrued management fee                                                                            1,040,416                       
 
Other payables and accrued expenses                                                                414,275                         
 
 TOTAL LIABILITIES                                                                                                 47,977,651       
 
NET ASSETS                                                                                                      $ 2,141,869,334   
 
Net Assets consist of:                                                                                                   
 
Paid in capital                                                                                                   $ 1,933,850,932   
 
Undistributed net investment income                                                                             11,472,202       
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions             (81,975,789)     
 
Net unrealized appreciation (depreciation) on investments                                                        278,521,989      
 
NET ASSETS, for 98,743,176 shares outstanding                                                                  $ 2,141,869,334   
 
NET ASSET VALUE, offering price and redemption price per share ($2,141,869,334 (divided by) 98,743,176 shares)     $21.69           
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                                              <C>            <C>            
 YEAR ENDED DECEMBER 31, 1994                                                                                  
 
INVESTMENT INCOME                                                                               $ 14,474,718   
Dividends (including $11,159 received from affiliated issuers)                                                 
 
Interest                                                                                         9,082,326     
 
 TOTAL INCOME                                                                                    23,557,044    
 
EXPENSES                                                                                                       
 
Management fee                                                                   $ 10,585,482                  
 
Transfer agent fees                                                               212,064                      
 
Accounting fees and expenses                                                      664,914                      
 
Non-interested trustees' compensation                                             16,341                       
 
Custodian fees and expenses                                                       119,065                      
 
Registration fees                                                                 255,292                      
 
Audit                                                                             52,610                       
 
Legal                                                                             17,495                       
 
Interest                                                                          9,901                        
 
Miscellaneous                                                                     18,148                       
 
 Total expenses before reductions                                                 11,951,312                   
 
 Expense reductions                                                               (204,452       11,746,860    
                                                                                 )                             
 
NET INVESTMENT INCOME                                                                            11,810,184    
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                                            
Net realized gain (loss) on:                                                                                   
 
 Investment securities (including                                                 (74,094,758                  
 realized loss of $234,101                                                       )                             
 on sales of investments in                                                                                    
 affiliated issuers)                                                                                           
 
 Foreign currency transactions                                                    (7,900         (74,102,658   
                                                                                 )              )              
 
Change in net unrealized appreciation (depreciation) on investment securities                    80,193,945    
 
NET GAIN (LOSS)                                                                                  6,091,287     
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                                 $ 17,901,471   
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                           <C>               <C>               
                                                                                             YEAR ENDED        YEAR ENDED        
                                                                                             DECEMBER 31,      DECEMBER 31,      
                                                                                            1994              1993              
 
INCREASE (DECREASE) IN NET ASSETS                                                                                     
 
Operations                                                                                   $ 11,810,184      $ 7,364,896       
Net investment income                                                                                                      
 
 Net realized gain (loss)                                                                     (74,102,658)      77,232,971       
 
 Change in net unrealized appreciation (depreciation)                                         80,193,945        86,481,802       
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                              17,901,471        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                                                                             1,289,938,019     798,421,513      
Net proceeds from sales of shares                                                                                           
 
 Reinvestment of distributions                                                                87,909,946        17,647,764       
 
 Cost of shares redeemed                                                                       (549,819,377)     (335,488,823)    
 
 Net increase (decrease) in net assets resulting from share transactions                      828,028,588       480,580,454      
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                                      758,019,986       634,012,359      
 
NET ASSETS                                                                                                                  
 
 Beginning of period                                                                          1,383,849,348     749,836,989      
 
 End of period (including undistributed net investment income of $11,472,202 and $7,251,541, 
respectively)                                                                               $ 2,141,869,334   $ 1,383,849,348   
 
OTHER INFORMATION                                                                                                         
Shares                                                                                                                     
 
 Sold                                                                                         60,676,019        37,006,075       
 
 Issued in reinvestment of distributions                                                     4,039,985         881,947          
 
 Redeemed                                                                                     (25,920,211)      (15,878,913)     
 
 Net increase (decrease)                                                                       38,795,793        22,009,109       
 
SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.                                            
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
 
 
 
<TABLE>
<CAPTION>
<S>                                                   <C>                        <C>           <C>         <C>         <C>         
                                                      YEARS ENDED DECEMBER 31,                                                     
 
SELECTED PER-SHARE DATA                               1994                       1993          1992        1991        1990        
 
Net asset value, beginning of period                 $ 23.08                    $ 19.76       $ 18.51     $ 12.91     $ 15.18     
 
Income from Investment Operations                                                                                            
 
 Net investment income                              .12                        .12           .09         .09 C       .24        
 
 Net realized and unrealized gain (loss)              (.12) D                    3.64          1.64        5.72        (1.98)     
 
 Total from investment operations                       -                          3.76          1.73        5.81        (1.74)     
 
Less Distributions                                    (.12)                      (.11)         (.05)       (.21)       (.21)      
From net investment income                                                                                                    
 
 From net realized gain                               (1.27)                     (.21)         (.43)       -           (.32)      
 
 In excess of net realized gain                         -                          (.12)         -           -           -          
 
 Total distributions                                 (1.39)                     (.44)         (.48)       (.21)       (.53)      
 
Net asset value, end of period                      $ 21.69                    $ 23.08       $ 19.76     $ 18.51     $ 12.91     
 
TOTAL RETURN A                                         (.02)%                     19.37%        9.32%       45.51%      (11.73)%   
 
RATIOS AND SUPPLEMENTAL DATA                                                                                                  
 
Net assets, end of period (000 omitted)               $ 2,141,869                $ 1,383,849   $ 749,837   $ 371,462   $ 135,487   
 
Ratio of expenses to average net assets B           .69%                       .71%          .75%        .84%        .88%       
 
Ratio of expenses to average net assets before 
expense reductions B                                 .70%                       .71%          .75%        .84%        .88%       
 
Ratio of net investment income to average net assets    .69%                       .72%          .83%        .56%        2.69%      
 
Portfolio turnover rate                                 122%                       159%          262%        261%        88%        
 
</TABLE>
 
A TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT BEEN REDUCED
DURING THE PERIODS SHOWN.
B SEE NOTE 6 OF NOTES TO FINANCIAL STATEMENTS.
C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.
D THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH THE
AGGREGATE NET GAIN ON INVESTMENTS FOR THE PERIOD ENDED DUE TO THE TIMING OF
SALES AND REPURCHASES OF FUND SHARES IN RELATION TO FLUCTUATING MARKET
VALUES OF THE INVESTMENTS OF THE FUND.
VARIABLE INSURANCE PRODUCTS FUND: OVERSEAS PORTFOLIO
PERFORMANCE AND INVESTMENT SUMMARY
 
 
PERFORMANCE
There are several ways to evaluate a fund's historical performance: total
percentage change in value, the average annual percentage change, or the
growth of a hypothetical $10,000 investment. Each performance figure
includes changes in a fund's share price, plus reinvestment of any
dividends (income) and capital gains (the profits the fund earns when it
sells stocks that have grown in value).
AVERAGE ANNUAL TOTAL RETURNS
PERIODS ENDED               PAST 1   PAST 5   LIFE OF   
DECEMBER 31, 1994           YEAR     YEARS    FUND      
 
OVERSEAS                    1.72%    5.79%    7.01%     
 
Morgan Stanley EAFE Index   7.78%    1.50%    8.44%     
 
AVERAGE ANNUAL RETURNS take the fund's actual (or cumulative) return and
show you what would have happened if the fund had performed at a constant
rate each year.
 
UNDERSTANDING PERFORMANCE
Many markets around the globe offer the potential 
for significant growth over time; however, 
investing in foreign markets means assuming 
greater risks than investing in the United States. 
Factors like changes in a country's financial 
markets, its local political and economic 
climate, and the fluctuating value of its currency 
create these risks. For these reasons an 
international fund's performance may be more 
volatile than a fund that invests exclusively in the 
United States.
(checkmark)
You can compare the fund's figures to the performance of the Morgan Stanley
EAFE index - a broad measure of the performance of stocks in Europe,
Australia, and the Far East. This benchmark includes reinvested dividends
and capital gains, if any, and excludes the effects of sales charges.
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.
$10,000 OVER LIFE OF FUND
              VIP Overseas (221)  Europe, Australia, a
     01/28/87            10000.00            10000.00
     01/31/87            10000.00            11052.45
     02/28/87            10010.00            11383.22
     03/31/87            10460.00            12316.00
     04/30/87            11220.00            13619.17
     05/31/87            11060.00            13619.12
     06/30/87            10520.00            13185.22
     07/31/87            10400.00            13162.19
     08/31/87            11320.00            14149.11
     09/30/87            11070.00            13926.36
     10/31/87             8760.00            11914.25
     11/30/87             8840.00            12092.96
     12/31/87             9462.16            12452.04
     01/31/88             9138.32            12674.36
     02/29/88             9381.20            13519.19
     03/31/88             9806.24            14350.43
     04/30/88             9968.16            14558.97
     05/31/88             9786.00            14092.26
     06/30/88             9613.96            13720.82
     07/31/88             9543.12            14151.29
     08/31/88             9209.16            13231.20
     09/30/88             9603.84            13809.33
     10/31/88            10028.88            14990.89
     11/30/88            10211.04            15883.84
     12/31/88            10231.28            15972.40
     01/31/89            10534.88            16253.42
     02/28/89            10717.04            16336.97
     03/31/89            10707.39            16016.33
     04/30/89            11023.51            16164.88
     05/31/89            10615.61            15285.46
     06/30/89            10574.82            15028.15
     07/31/89            11563.98            16915.28
     08/31/89            11482.40            16154.53
     09/30/89            12196.22            16890.40
     10/31/89            11533.38            16211.79
     11/30/89            12155.43            17026.75
     12/31/89            12920.25            17654.99
     01/31/90            12746.89            16998.07
     02/28/90            12449.36            15811.70
     03/31/90            12919.92            14164.50
     04/30/90            12991.53            14052.09
     05/31/90            13840.58            15655.45
     06/30/90            14147.47            15517.56
     07/31/90            14863.54            15736.13
     08/31/90            13349.56            14208.02
     09/30/90            12081.10            12227.93
     10/31/90            13206.35            14133.27
     11/30/90            12797.17            13299.58
     12/31/90            12705.10            13515.03
     01/31/91            12827.86            13952.17
     02/28/91            13260.02            15447.83
     03/31/91            12872.18            14520.46
     04/30/91            13155.20            14663.05
     05/31/91            13186.65            14816.05
     06/30/91            12463.37            13727.35
     07/31/91            13081.82            14401.80
     08/31/91            13123.75            14109.33
     09/30/91            13658.35            14904.52
     10/31/91            13752.69            15115.81
     11/30/91            13260.02            14410.13
     12/31/91            13721.24            15154.32
     01/31/92            13888.95            14830.62
     02/29/92            13599.53            14299.80
     03/31/92            13323.29            13355.78
     04/30/92            14152.01            13419.27
     05/31/92            14768.24            14317.50
     06/30/92            14492.00            13638.38
     07/31/92            13567.65            13289.34
     08/31/92            13450.78            14122.85
     09/30/92            12908.93            13843.97
     10/31/92            12027.08            13117.79
     11/30/92            11963.33            13241.23
     12/31/92            12250.20            13309.72
     01/31/93            12600.81            13308.08
     02/28/93            12847.63            13710.08
     03/31/93            13738.92            14905.12
     04/30/93            14651.95            16319.66
     05/31/93            14967.16            16664.32
     06/30/93            14597.60            16404.33
     07/31/93            15173.68            16978.56
     08/31/93            15988.89            17895.11
     09/30/93            15901.93            17492.31
     10/31/93            16478.01            18031.38
     11/30/93            15782.37            16455.25
     12/31/93            16825.83            17643.43
     01/31/94            17923.64            19135.10
     02/28/94            17607.52            19082.10
     03/31/94            17170.61            18260.21
     04/30/94            17738.59            19034.98
     05/31/94            17520.14            18925.69
     06/30/94            17334.45            19193.15
     07/31/94            17793.21            19377.73
     08/31/94            18000.74            19836.50
     09/30/94            17531.06            19211.74
     10/31/94            17891.51            19851.49
     11/30/94            17214.30            18897.42
     12/30/94            17116.00            19015.75
 
Let's say you invested $10,000 in Overseas Portfolio on January 28, 1987,
when the fund started. By December 31, 1994, your investment would have
grown to $17,116 - a 71.16% increase. That compares to $10,000 invested in
the Morgan Stanley EAFE Index, which would have grown to $19,016 over the
same period - a 90.16% increase.
INVESTMENT SUMMARY
TOP FIVE STOCKS AS OF DECEMBER 31, 1994
                                               % OF FUND'S    
                                               INVESTMENTS    
 
Deutsche Bank AG                               1.3            
 
C. S. Holdings (Bearer)                        1.2            
 
Total SA Class B                               1.0            
 
Nomura Securities Ltd.                         1.0            
 
Tokio Marine & Fire Insurance Co. Ltd. (The)   1.0            
 
TOP FIVE INDUSTRIES AS OF DECEMBER 31, 1994
                   % OF FUND'S    
                   INVESTMENTS    
 
Finance            23.0           
 
Durables           9.4            
 
Basic Industries   8.2            
 
Utilities          6.5            
 
Technolgy          5.5            
 
GEOGRAPHIC DIVERSIFICATION AS OF DECEMBER 31, 1994
(BY LOCATION OF ISSUER)   % OF FUND'S    
                          INVESTMENTS    
 
Japan                     22.5           
 
United Kingdom            9.6            
 
Switzerland               7.5            
 
France                    7.3            
 
Germany                   5.6            
 
VARIABLE INSURANCE PRODUCTS FUND: OVERSEAS PORTFOLIO
FUND TALK: THE MANAGER'S OVERVIEW
 
 
 
 
An interview with John Hickling, Portfolio Manager of Overseas Portfolio
Q. JOHN, HOW DID THE FUND DO?
A. The fund's performance trailed that of the EAFE index - 
a broad measure of stocks in Europe, Australia and the Far East - which had
a total return of 7.78% for the 12 months ended 
December 31, 1994. 
Q. WHY DID THE FUND LAG THE INDEX DURING 1994?
A. The biggest reason was the strength of the Japanese yen relative to the
U.S. dollar. During 1994, the EAFE index maintained roughly a 50% weighting
in Japan. Although the fund also had a significant Japanese stake, it was
underweighted relative to the index due to stock selection. For example, I
focused on auto and electronics companies, but stayed away from stocks such
as those of Japanese city banks, which I didn't think were attractive.
These banks underperformed as I expected. However, because Japanese stocks
are denominated in yen, and the yen was very strong against the dollar,
these stocks actually ended up boosting the performance of the index in
dollar terms. 
Q. THE FUND MAINTAINED AT LEAST A 20% STAKE IN JAPAN DURING MUCH OF 1994.
ASIDE FROM THE SITUATION WITH THE STRONG YEN, HOW DID THAT STRATEGY WORK
OUT?
A. Generally, very well. By the end of 1993, the Japanese stock market
appeared very inexpensive by historical standards. That's when I began to
decrease some of the fund's investments in Southeast Asian markets - which
had become very expensive - and increase investments in Japan. That proved
to be a solid move as the Southeast Asian markets fell in early 1994, while
Japanese stocks rose quickly. Japan's economy slowly began to recover, and
the low valuations of Japanese stocks - their prices relative to earnings -
began to attract more foreign investors. As it turned out, Japan's stock
market was the strongest performer of any developed nation in 1994.
Q. SPECIFICALLY, WHERE DID YOU FOCUS YOUR JAPANESE INVESTMENTS?
A. My goal was to find stocks of companies whose earnings were recovering
faster than the overall Japanese economy. Cyclical stocks - which rise and
fall with economic cycles - benefited from Japan's economic upturn and
performed well. Examples included auto makers Toyota and Honda. In
addition, I focused on other large exporters such as electronics companies
Toshiba and Hitachi. Again, their stocks were very inexpensive at the
beginning of 1994, and these companies have benefited from positive trends
in the global electronics industry.
Q. MANY EMERGING MARKETS SUFFERED IN DECEMBER 1994, AFTER MEXICO DEVALUED
ITS CURRENCY. DID THAT NEGATIVELY AFFECT THE FUND?
A. It didn't have much of an effect on the fund because I didn't have many
investments in emerging markets. At the end of November, the fund had
roughly a 1% stake in Mexico, and less than a 1% stake each in Argentina,
Brazil and Chile. As with Southeast Asia, I had my eye on some of these
emerging markets, but had yet to make any significant moves. However, now
that these markets have fallen, I'll be looking for buy opportunities.
Q. LET'S TURN TO EUROPE. HOW DID THOSE MARKETS PERFORM IN 1994?
A. Overall, European markets were disappointing. When interest rates rose
in the U.S., many European countries followed suit, which put pressure on
stocks. But despite this poor performance, I'm optimistic. Corporate
earnings in Europe generally have been positive. Many companies have been
cutting costs and increasing productivity, which should eventually boost
both earnings and stock prices.
Q. WHAT'S YOUR OUTLOOK?
A. I think Japan's prospects look good for 1995 because I expect the
country's economy to continue to improve. I'm also fairly optimistic about
Europe because I expect - barring any major interest rate increases in the
U.S. - that stock and bond markets there will begin to recover in '95.
However, I remain cautious about Southeast Asia. That's because market
optimists have jumped back on the bandwagon, and I think there's reason to
be concerned that stock prices could become overly inflated. However, I'll
continue to look for opportunities in any markets that appear to have
excellent value.
 
 
FUND FACTS
GOAL: to increase the value of the fund's 
shares by investing mainly in stocks in Europe, 
the Far East, and the Pacific Basin
START DATE: January 28, 1987
SIZE: as of December 31, 1994, more than 
$1.2 billion
MANAGER: John Hickling, since 1993; 
manager, Fidelity Overseas Fund, since 1993; 
Fidelity 
Advisor Overseas Portfolio, since 1993; 
previously managed the Fidelity Japan, Fidelity 
Europe, International Growth and Income, 
International Opportunities (now Emerging 
Markets), and Pacific Basin funds; joined 
Fidelity in 1982
(checkmark)
VARIABLE INSURANCE PRODUCTS FUND: OVERSEAS PORTFOLIO
INVESTMENTS DECEMBER 31, 1994
 
Showing Percentage of Total Value of Investment in Securities
 
 
COMMON STOCKS - 80.9%
 SHARES VALUE
  (NOTE 1)
ARGENTINA - 0.4%
Buenos Aires Embotelladora SA 
 sponsored ADR  41,800 $ 1,347,538
Perez Companc Class B  261,400  1,076,913
Telecom Argentina Stet France 
 Telecom SA  263,600  1,291,577
YPF Sociedad Anonima sponsored 
 ADR representing Class D shares  100,500  2,148,188
  5,864,216
AUSTRALIA - 1.4%
Ampolex Ltd. Ord.   450,800  1,216,200
Brambles Industries  213,500  2,039,156
FAI Insurance Ltd. Ord.  2,037,900  1,232,318
Lend Lease Corp. Ltd.   81,000  1,002,212
Pioneer International Ltd.   493,300  1,223,779
TNT Ltd. (a)   1,658,800  2,829,166
Westpac Banking Corp.   2,521,000  8,501,669
  18,044,500
AUSTRIA - 0.8%
Mayr Melnhof Karton AG (a)  33,400  1,962,814
OEMV AG (a)  62,400  5,286,051
Steyr Daimler Puch AG (a)  41,500  715,288
VA Technologies AG (a)  6,800  684,520
VA Technologie AG (a)(f)   15,000  1,509,970
  10,158,643
BELGIUM - 1.2%
Bekaert SA  2,120  1,504,774
Delhaize  102,400  4,148,744
Petrofina SA  11,900  3,528,141
Petrofina SA (warrants) (a)  595  11,623
Solvay  12,762  6,052,330
  15,245,612
BERMUDA - 0.2%
Consolidated Electric Power Asia Ltd. 
 sponsored ADR (a)(f)  30,000  648,750
Jardine Strategic Holdings Ltd.   439,500  1,442,660
  2,091,410
BRAZIL - 0.4%
Coteminas PN  2,500,000  855,950
Telebras PN (Pfd. Reg.)  109,237,070  4,888,359
  5,744,309
CANADA - 0.5%
Abitibi-Price, Inc. (a)   126,900  1,753,825
Midland Walwyn Inc.  141,000  766,906
Noranda, Inc.   245,400  4,638,777
  7,159,508
CHILE - 0.0%
Vina Concha y Toro SA 
 sponsored ADR  35,300  582,450
FINLAND - 0.3%
Outokumpu OY Class A (a)  125,700  2,308,321
Valmet Corp. Ord. (a)   117,100  2,227,016
  4,535,337
 
 SHARES VALUE
  (NOTE 1)
FRANCE - 7.1%
Accor SA  65,158 $ 7,081,065
Havas Group SA  53,300  4,164,530
BNP CI Ord.   222,840  10,250,558
Carnaudmetalbox SA  53,100  1,795,869
Club Mediterranee Ord.  15,700  1,314,952
Compagnie Bancaire Ord.   50,300  4,853,757
Credit Lyonnais CI  24,500  2,029,042
Elf Aquitaine  116,928  8,235,570
Eramet SA (a)(f)  9,000  581,788
GAN (Groupe Des Assur Natl.)  70,500  3,606,239
Lafarge Coppee  100,300  7,141,465
Pechiney International  46,200  1,385,048
Peugeot SA Ord. (a)   27,700  3,799,213
Rhone Poulenc SA Class A  348,250  8,084,725
Societe Generale Class A  92,900  9,765,205
Total SA Class B  220,000  12,786,959
Valeo SA  71,100  3,542,344
Vallourec (a)  33,200  1,604,947
  92,023,276
GERMANY - 5.4%
Allianz Versich Holdings Ord. (Reg.)  2,250  3,615,682
BASF AG  21,600  4,453,824
BMW AG  13,018  6,469,093
Continental Gummi-Werke AG  25,600  3,733,850
Deutsche Bank AG  35,800  16,635,044
Duerr Beteiligungs AG  7,100  2,680,542
Gildemeister AG (a)  28,620  2,936,806
Hoechst AG Ord.   30,400  6,611,681
Kolbenschmidt AG (a)  16,400  1,968,635
Man AG Ord.  20,000  5,472,733
Schmalbach-Lubeca AG  7,350  1,551,113
Sixt AG Ord.   3,100  780,252
Thyssen AG Ord.   19,700  3,756,922
Veba Vereinigte Elektrizitaets & 
 Bergwerks AG Ord.   27,400  9,548,887
  70,215,064
HONG KONG - 1.6%
Amoy Properties Ltd.   2,084,000  1,885,249
Dickson Concept  2,108,000  1,375,723
HSBC Holdings PLC  768,000  8,287,411
Hong Kong Land Holdings Ltd.   2,217,000  4,326,276
Hopewell Holdings Ltd.   2,242,000  1,854,336
Jardine Matheson Holdings Ltd.   336,659  2,403,775
Peregrine Investments Holdings   300,000  352,803
Semi-tech Microelectronics  100,000  168,648
  20,654,221
INDIA - 0.2%
ITC Ltd. (warrants) (a)(f)  8,000  48,000
Reliance Industries Ltd. (a)  106,400  2,074,800
  2,122,800
INDONESIA - 0.7%
Astra International (For. Reg.)  160,000  305,733
Bank International Indonesia Ord.   643,500  2,049,361
Jakarta International Hotels &
 Development Ord.   1,541,000  1,998,107
Matahari Putra Prima PT (For. Reg.)  350,500  653,798
Sampoerna, Hanjaya Mandala 
 (For. Reg.)  878,750  4,317,791
  9,324,790
COMMON STOCKS - CONTINUED
 SHARES VALUE
  (NOTE 1)
IRELAND - 0.8%
Bank of Ireland U.S. Holdings, Inc.   880,500 $ 4,137,910
Fyffes PLC (UK)  1,358,000  2,180,486
Independent News  521,050  2,162,998
Smurfit (Jefferson) Group PLC (UK)  194,000  1,129,751
Waterford Wedgwood PLC Unit (a)  1,351,400  1,201,381
  10,812,526
ITALY - 1.4%
Alitalia (Linee Aeree Italy) Class A (a)  1,683,700  1,039,163
Assicurazioni Generali SPA  218,570  5,134,660
Editoriale L'Espresso SPA  220,700  569,373
Istituto Mobiliare Italiano  301,400  1,848,115
Istituto Nazionale Delle 
 Assicurazioni SPA (a)  1,200,500  1,592,271
Montedison SPA Ord.   2,962,700  2,228,987
SAI (Soc. Assicur. Industriale)  189,000  2,138,522
Telecom Italia Ord.   1,597,600  4,146,219
  18,697,310
JAPAN - 22.5%
ADO Electronic Industrial Co.   19,000  607,619
AIDA Engineering Ltd. Ord.   176,000  1,552,683
Advantest Corp.   74,000  2,500,050
Akita Bank  73,000  581,805
Alps Electric Co. Ltd.   149,000  1,956,792
Amada Metrecs Co. Ltd.   86,000  1,474,286
Amadasonoike Co. Ltd.  282,000  2,453,894
Autobacs Seven Co. Ltd.   15,600  1,861,053
Bridgestone Corp.   379,000  5,927,219
Canon, Inc.   552,000  9,352,183
Daicel Chemical Industries Co.   397,000  2,236,734
East Japan Railway Ord.   700  3,494,737
Fanuc Ltd.   98,200  4,617,123
Fujitsu Ltd.   726,000  7,350,975
Futaba Industrial Co. Ltd.  126,000  2,627,368
Hachijuni Bank Ltd.   66,000  780,752
Hanshin Department Store  29,000  204,962
Higo Bank Ltd. Ord.   96,000  789,173
Hitachi Ltd.   1,247,000  12,363,743
Honda Motor Co. Ltd.   369,000  6,547,669
Izumi Co. Ord.   42,000  1,073,684
Ishihara Sangyo Kaisha Ltd. (a)  343,000  1,372,000
Japan Airlines Co. Ltd.   302,000  2,128,381
Joshin Denki Co. Ltd. Ord.  92,000  1,300,451
Kawasaki Steel Corp. (a)  1,070,000  4,473,082
Komatsu Limited Ord.   367,000  3,311,280
Kyocera Corporation  17,000  1,259,449
Marubeni Corp.  339,000  1,869,171
Marukyo Corp.   16,000  489,223
Matsushita Electric Industrial Co. Ltd.  281,000  4,619,949
Minebea Co.   432,000  3,637,894
Mitsubishi Chemical Industries Ltd.   421,200  2,313,959
Mitsubishi Estate Co. Ltd.   264,000  2,831,880
Mitsubishi Heavy Industry  492,000  3,748,573
Mitsubishi Trust & Banking  443,000  6,617,242
Mitsui OSK Lines Ltd.   457,000  1,731,788
Mitsui Petrochemical Industries Inc.   270,000  2,381,956
Mitsui Trust and Banking  103,000  1,073,885
Murata Manufacturing Co. Ord.   181,000  6,985,965
Nichido Fire & Marine Insurance Co.   502,000  4,343,118
Nikko Securities Co. Ltd.   373,000  4,225,463
Nisshinbo Industries  248,000  2,859,147
 
 SHARES VALUE
  (NOTE 1)
Nippon Telegraph & 
 Telephone Corp. Ord.   400 $ 3,532,832
Nippon Yusen Kabushiki Kaisha  354,000  2,320,962
Nippon Zeon Co. Ltd. (a)   243,000  1,286,255
Nissan Motor Co. Ltd. Ord.   539,000  4,447,090
Nitto Denko Corp.   97,000  1,536,441
Nomura Securities Ltd.   615,000  12,762,406
Oji Paper Ltd.   154,000  1,621,053
Omron Corp.   137,000  2,527,118
Orix Corp.   242,000  8,927,920
Pioneer Electronic Corp.   241,000  5,798,496
Rohm Co. Ltd.   120,000  5,076,692
Sankyo Co. Ltd.   373,000  9,273,586
Sanwa Bank  95,000  1,885,714
Seino Transpotation Co. Ltd.   144,000  2,627,368
Sharp Corp.   124,000  2,237,594
Sony Corp.   165,500  9,374,186
Sumitomo Marine and Fire  420,000  3,621,051
Sumitomo Realty & Development Co. Ltd.   648,000  3,832,784
Sumitomo Rubber Industries  185,400  1,797,312
Sumitomo Trust & Banking Co.   315,000  4,421,053
Suzuki Motor Corp.   228,000  2,674,285
TDK Corp.   88,000  4,261,052
Takashimaya  198,000  2,977,443
Takeda Chemical Industries Ltd.   496,000  6,016,644
Tokio Marine & Fire Insurance 
 Co. Ltd. (The)  1,013,000  12,389,578
Tokyo Electron Ltd.   38,000  1,180,953
Tokyo Steel Manufacturing Co. Ltd.   188,400  4,079,640
Tokyo Style Co. Ltd.   335,000  5,675,691
Toshiba Corp.   1,470,000  10,654,736
Toyobo Co.   367,000  1,460,642
Toyota Motor Corp.   514,000  10,821,052
Tsugami Corp.   253,000  1,468,541
Yamanouchi Pharmaceutical  350,000  7,192,983
  293,689,513
KOREA (SOUTH) - 0.9%
Cho Hung Bank Co. Ltd.   157,000  2,416,974
Cho Hung Bank Co. Ltd. (New) (a)  34,504  498,853
Korea Electric Power Corp.   147,470  5,201,568
Korea First Securities Co. Ltd (a).   6,422  110,766
Korea First Securities Co. Ltd. (New) (a)  661  10,311
Kyungki Bank Ltd. (a)  135,000  1,455,295
Kyungki Bank Ltd. FP (a)  36,523  275,601
Seoul Securities Co. (a)   72,420  1,258,280
  11,227,648
LUXEMBOURG - 0.1%
Quilmes Industries SA  53,975  1,241,425
MALAYSIA - 0.9%
Aokam Perdana BHD  70,000  433,131
Hong Leong Credit BHD  90,000  437,047
KL Industries Holdings BHD (a)  290,000  442,923
Magnum Corp. BHD  262,500  470,825
Malaysian Banking  133,000  802,115
Resorts World BHD  443,000  2,602,310
Sime Darby BHD  786,000  1,800,702
Telekom Malaysia BHD  563,000  3,814,331 
Tenega Nasional BHD  3,000  11,866
Time Engineering BHD  161,000  400,372
  11,215,622
COMMON STOCKS - CONTINUED
 SHARES VALUE
  (NOTE 1)
MEXICO - 0.9%
Cemex SA, Series B  498,500 $ 2,597,185
Cifra SA Class C  1,559,100  2,962,290
Consorcio G Grupo Dina SA:
 ADR  34,800  330,600
 sponsored ADR, Series L   12,543  94,073
Grupo Carso SA de CV Class A-1  157,900  1,152,670
Grupo Financiero Bancomer SA de CV 
 sponsored ADR, Series C (a)(f)  70,200  772,200
Telefonos de Mexico SA sponsored ADR 
 representing shares Ord. Class L  102,900  4,218,900
  12,127,918
NETHERLANDS - 5.1%
AKZO Nobel NV Ord.   66,800  7,716,578
ABN-AMRO Holdings NV  46,500  1,616,296
Aegon NV Ord.   20,900  1,337,272
Frans Maas Groep NV (Koninklj)  61,400  1,911,229
Heineken NV  24,700  3,727,496
Hoogovens en Staalfabrieken (a)  45,900  2,084,920
International Nederlanden Groep CVA  219,130  10,357,771
KLM Royal Dutch Airlines Ord. (a)   198,200  4,867,027
Koninklijke PPT Nederland   221,500  7,469,306
Koninklijke PPT Nederland (f)  80,600  2,717,950
Oce Van Der Grinten NV  136,700  6,122,659
Philips Electronics  229,700  6,805,731
Pirelli Tyre Holdings NV Ord.   810,300  4,857,692
Unilever N.V. Ord.   43,400  5,101,026
  66,692,953
NEW ZEALAND - 0.2%
Fletcher Challenge Ltd. (Reg.)  870,100  2,044,169
NORWAY - 2.6%
Bergesen Group:
 Class A  120,600  2,942,159
 Class B  301,600  7,313,245
Christiania Bank Free shares Ord. (a)   1,295,000  2,642,305
Den Norske Bank Class A Free shares (a)  1,146,800  3,069,032
Norsk Hydro AS  84,250  3,313,496
Norsk Hydro AS ADR  70,600  2,762,225
Norske Skogindustrier AS A 
 Free shares  67,100  1,884,999
Orkla AS:
 Class B (non-vtg.)  39,500  1,401,662
 Class A Free shares  93,250  3,405,498
Saga Petroleum AS B  185,100  1,915,752
Unitor AS  192,300  3,241,299
TOTAL NORWAY   33,891,672
PAKISTAN - 0.1%
Pakistan Telecommunications Voucher 
 GDR (a)(f)  8,630  1,078,750
SINGAPORE - 0.8%
Kim Eng Holdings Ltd.   2,455,000  2,559,387
Neptune Orient Lines Ltd.   4,125,000  5,658,428
Overseas Union Bank Ltd. (For. Reg.)  265,000  1,544,924
Van Der Horst Ltd.   156,000  479,341
  10,242,080
SOUTH AFRICA - 0.0%
De Beers Consolidated Mines Ltd. ADR  24,000  561,000
 
 SHARES VALUE
  (NOTE 1)
SPAIN - 3.5%
Banco Bilbao Vizcaya SA Ord. (Reg.)  349,100 $ 8,654,604
Banco Intercontinental Espanol  49,350  4,073,155
Corporacion Mapfre International 
 Reassurance (Reg.)  156,900  6,552,392
Iberdrola SA  388,500  2,395,308
Mapfre Vida SA  6,950  299,742
Repsol SA Ord.   114,200  3,095,626
Tabacalera, Series A  192,000  5,117,084
Telefonica de Espana SA Ord.   924,950  10,921,014
Union Electrica Fenosa  1,077,400  4,483,029
  45,591,954
SWEDEN - 2.7%
Aktiebolaget Electrolux AB  121,800  6,177,086
Investor AB Free shares B  224,700  5,592,033
Marieberg Tidnings 'A'  36,600  827,152
SKF AB Ord. (a)   275,800  4,544,911
Skandia International Holding Co. 
 AB ADR  35,400  611,929
Skandinaviska Enskilda Banken
 Class A Free shares  879,800  5,030,001
Svenska Cellulosa Aktiebolaget
 SCA Ord. B  201,700  3,161,016
Volvo Aktiebolaget Class B  476,600  8,975,879
  34,920,007
SWITZERLAND - 7.5%
Adia SA (Bearer)  54,800  9,126,356
Alusuisse Lonza (Reg.)  21,039  10,527,536
Ascom Holding Ltd. (Bearer) (a)  1,400  1,486,631
Baloise Holdings (Reg.)  5,635  10,245,455
C. S. Holdings:
 (Bearer)  35,641  15,247,487
 (Reg.)  68,900  5,895,187
Ciba-Geigy AG (Reg.)  8,680  5,178,824
Fischer (Georg) AG (Reg.)  12,400  2,690,298
Holderbank Financiere AG PC 
 (Bearer)  13,725  10,390,737
Nestle SA (Reg.)  10,700  10,193,201
Oerlikon-Buhrle Holding Ltd. (Reg.) (a)  12,000  1,191,749
Roche Holdings Ltd. 
 (participation certificates)  700  3,387,701
Surveillance, Societe Generale (Bearer)  410  566,921
Swiss Bank Corp. (Bearer)  43,450  12,015,966
  98,144,049
THAILAND - 1.0%
Bank of Asia Public Co. Ltd (For. Reg.)  322,100  776,222
Krung Thai Bank (For. Reg.) (a)  1,139,400  3,766,982
Ruam Pattana Fund II (For. Reg.)  1,117,000  645,146
Ruang Khao Unit Trust (For. Reg.) (a)  836,800  541,644
Siam City Bank PCL (For. Reg.)  5,898,800  7,518,905
  13,248,899
TURKEY - 0.1%
Aksigoria (a)(f)  952,000  191,876
Cimentas AS   500,000  348,840
Tofas Turk Otomobil Fabrikasi AS 
 ADR (f)  165,600  682,272
  1,222,988
COMMON STOCKS - CONTINUED
 SHARES VALUE
  (NOTE 1)
UNITED KINGDOM - 9.6%
Amstrad  40,000 $ 83,964
Argyll Group PLC Ord.   626,900  2,641,688
Arjo Wiggins Appleton, PLC  842,400  3,140,695
Avon Rubber  81,900  597,861
BET Public Ltd. Co. Ord.   2,629,800  4,181,382
Barclays PLC Ord.   1,107,900  10,604,065
Bass PLC Ord.   590,100  4,755,994
Boots Co. PLC (The)  476,100  3,758,886
British Gas PLC Ord.   310,100  1,520,467
British Sky Broadcast Group   159,600  640,034
British Steel PLC Ord.   1,894,800  4,571,034
De La Rue Co.   370,900  5,490,592
Dixons Group PLC (a)  1,269,700  3,779,072
Electrocomponents PLC  248,300  1,847,571
English China Clay PLC  811,094  4,675,730
Forte PLC  1,706,100  6,440,988
General Electric PLC Ord. 5 pence  634,900  2,745,016
Great Universal Stores PLC Ord
 Class A (a)  381,600  3,251,904
Hanson Trust PLC Ord.   674,000  2,438,950
Ladbroke Group PLC Ord.   1,760,200  4,687,501
Lloyds Abbey Life  549,600  2,866,961
London International Group (a)  2,294,600  3,235,042
Morrison (WM) Supermarkets  240,000  530,105
National Westminster Bank PLC Ord.   1,097,920  8,823,050
North West Water Ord.   337,700  2,867,218
Rolls Royce Ltd. Ord.   874,433  2,465,639
Royale Insurance Co. Ltd.   992,600  4,353,742
Sainsbury J PLC Ord.   675,300  4,353,085
Shanks & McEwan Group PLC  926,000  1,225,737
Spring Ram Corp.   2,326,000  1,457,472
TSB Group PLC  300  1,100
Taylor Woodrow PLC  322,500  646,651
Tesco PLC Ord.   1,343,700  5,241,223
Transport Development Group  475,500  1,549,331
Vickers PLC Ord. Unit  1,529,750  4,193,626
Vodafone Group PLC  780,000  2,590,364
Whitbread Class A  715,000  6,328,272
  124,582,012
TOTAL COMMON STOCKS
(Cost $985,833,850)   1,054,998,631
PREFERRED STOCKS - 2.5%
NONCONVERTIBLE PREFERRED STOCKS - 2.5%
AUSTRIA - 0.5%
Creditanstaldt Bank  105,900  6,155,452
GERMANY - 0.2%
Boss (Hugo) AG  518  314,243
FAG Kugelfischer Georg Schaef  13,850  1,921,749
Fuchs Petrolub AG Oel & Chemie  4,401  465,804
  2,701,796
ITALY - 1.7%
Banco Ambro Veneto N/C Risp  1,197,000  1,704,360
Fiat SPA Priv (a)  1,912,600  4,436,084
SAI (Sta Assicur Industriale) 
 N/C Risp  650,500  3,412,595
 
 SHARES VALUE
  (NOTE 1)
ITALY - CONTINUED
Stet (Societa Finanziaria Telefonica) 
 SPA  5,075,300 $ 12,037,901
Telecom Italia  150,000  301,343
  21,892,283
KOREA (SOUTH) - 0.1%
Korea First Securities Co. (a)   66,140  822,032
Korea First Securities Co. (New) (a)  6,814  84,689
  906,721
TOTAL PREFERRED STOCKS
(Cost $26,641,316)   31,656,252
CORPORATE BONDS - 0.0%
 MOODY'S RATINGS PRINCIPAL 
 (UNAUDITED) (C) AMOUNT (B) 
CONVERTIBLE BONDS - 0.0%
GRAND CAYMAN - 0.0%
CTII Overseas Finance euro
 4 1/4%, 11/18/98 (f) - $ 265,000  191,463
TOTAL CORPORATE BONDS
(Cost $265,000)   191,463
FOREIGN GOVERNMENT OBLIGATIONS (D) - 1.1%
ARGENTINA - 0.3%
Argentina Republic BOCON 
 5 5/8%, 4/1/01 (e) B1  5,817,870  3,693,615
BRAZIL - 0.3%
Brazil Federative Republic IDU 
 euro 6.0625%, 1/1/01 (e) B1  5,145,000  4,296,075
DENMARK - 0.3%
Danish Government Bullet 
 7%, 12/15/04 Aa1 DKK 25,000,000  3,562,858
FRANCE - 0.2%
French Government Strips 
 4/25/23 Aaa FRF 168,000,000  2,785,087
TOTAL GOVERNMENT OBLIGATIONS
(Cost $15,944,236)   14,337,635
REPURCHASE AGREEMENTS - 15.5%
 MATURITY VALUE
 AMOUNT (NOTE 1)
Investments in repurchase agreements, 
 (U.S.Treasury obligations), in a joint 
 trading account at 5.77%, dated 
 12/30/94 due 1/3/95  $ 202,391,672  202,262,000
TOTAL INVESTMENT IN SECURITIES - 100%
 (Cost $1,230,946,402) $ 1,303,445,981
FORWARD FOREIGN CURRENCY CONTRACTS
 SETTLEMENT  UNREALIZED
 DATE(S) VALUE GAIN/(LOSS)
CONTRACTS TO SELL
  10,539,000 NLG 3/01/95 $ 6,085,289 $ (85,289)
  228,920,092 FRF 2/16/95  42,905,087  248,301
  4,043,255,600 JPY 1/11/95  40,584,513  298,988
  19,770,750 CHF 2/09/95  15,141,955  521,767
TOTAL CONTRACTS TO SELL-
(Receivable amount $105,700,611)  $ 104,716,844  983,767
THE VALUE OF CONTRACTS TO SELL AS A PERCENTAGE OF TOTAL INVESTMENT IN
SECURITIES - 8.0%
CURRENCY ABBREVIATIONS
CHF - Swiss franc
DKK - Danish krone
FRF - French franc
JPY - Japanese yen
NLG - Dutch guilder
LEGEND
(a) Non-income producing
(b) Principal amount is stated in United States dollars unless otherwise
noted.
(c) Standard & Poor's Corporation credit ratings are used in the absence of
a rating by Moody's Investors Service, Inc.
(d) Some foreign government obligations have not been individually rated by
S&P or Moody's.  The ratings listed are assigned to securities by FMR, the
fund's investment adviser, based principally on S&P and Moody's ratings of
the sovereign credit of the issuing government.
(e) The coupon rate shown on floating or adjustable rate securities
represents the rate at period end. 
(f) Security exempt from registration under Rule 144A of the Securities Act
of 1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. At the period
end, the value of these securities amounted to $8,423,019 or .6% of net
assets.
OTHER INFORMATION
Purchases and sales of securities, other than short-term securities,
aggregated $873,445,945 and $388,846,099, respectively.
INCOME TAX INFORMATION
At December 31, 1994, the aggregate cost of investment securities for
income tax purposes was $1,231,355,402. Net unrealized appreciation
aggregated $72,090,579, of which $125,278,028 related to appreciated
investment securities and $53,187,449 related to depreciated investment
securities. 
The fund hereby designates $4,685,000 as a capital gain dividend for the
purpose of the dividend paid deduction.
INDUSTRY DIVERSIFICATION
As a Percentage of Total Value of Investments
Aerospace & Defense    0.3%
Basic Industries - 8.2%
 Chemicals & Plastics   2.9
 Metals & Mining   1.8
 Nonferrous Metals & Mining   1.8
 Packaging & Containers   0.5
 Paper & Forest Products   1.2
Conglomerates   0.2
Construction & Real Estate - 3.1%
 Building Materials   1.8
 Construction   0.4
 Engineering   0.2
 Real Estate   0.6
 Real Estate Investment Trusts   0.1
Durables - 9.4%
 Autos, Tires, & Accessories   6.2
 Textiles & Apparel   0.8
 Consumer Durables   0.1
 Consumer Electronics   2.3
Energy - 3.5%
 Oil & Gas   3.5
Finance - 23.0%
 Banks   14.0
 Closed End Investment Company   0.1
 Credit & Other Finance   1.1
 Insurance   6.0
 Securities Industry   1.8
Government Obligations   1.1
Health - 3.0%
 Drugs & Pharmaceuticals   3.0
Holding Companies    0.8
Industrial Machinery & Equipment - 4.1%
 Electrical Equipment   1.8
 Industrial Machinery & Equipment   2.2
 Pollution Control   0.1
Media & Leisure - 2.2%
 Lodging & Gaming   1.9%
 Publishing   0.3
Nondurables - 4.1%
 Beverages   1.4
 Foods   1.0
 Household Products   1.0
 Tobacco   0.7
Retail & Wholesale - 3.2%
 General Merchandise Stores   0.5
 Grocery Stores   1.6
 Retail & Wholesals, Miscellaneous   1.1
Services - 3.0%
 Advertising   0.3
 Leasing & Rental   0.9
 Services   1.8
Repurchase Agreements   15.5
Technology - 5.5%
 Computer Equipment   0.1
 Computers & Office Equipment   1.8
 Electronic Instruments   0.2
 Electronic   3.4
Transportation - 3.3%
 Air Transportation   0.8
 Railroads   0.3
 Shipping   1.5
 Trucking & Freight   0.7
Utilities - 6.5%
 Cellular   0.2
 Electric Utility   1.7
 Gas   0.1
 Telephone Services   4.3
 Water   0.2
    100.0%
VARIABLE INSURANCE PRODUCTS FUND: OVERSEAS PORTFOLIO
FINANCIAL STATEMENTS
 
 
STATEMENT OF ASSETS AND LIABILITIES
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                               <C>            <C>               
 DECEMBER 31, 1994                                                                                                      
 
ASSETS                                                                                                                     
 
Investment in securities, at value (including repurchase agreements of $202,262,000) (cost $1,230,946,402) -     $ 1,303,445,981   
See accompanying schedule                                                                                                   
 
Cash                                                                                                              973              
 
Receivable for investments sold                                                                                   664,108          
 
Unrealized appreciation on foreign currency contracts                                                           1,069,056        
 
Receivable for fund shares sold                                                                                   3,818,369        
 
Dividends receivable                                                                                              2,490,622        
 
Interest receivable                                                                                                198,755          
 
 TOTAL ASSETS                                                                                                   1,311,687,864    
 
LIABILITIES                                                                                                                 
 
Payable for investments purchased                                                                  $ 10,761,139                     
 
Unrealized depreciation on foreign currency contracts                                              85,289                          
 
Payable for fund shares redeemed                                                                    1,701,901                       
 
Accrued management fee                                                                              817,447                         
 
Other payables and accrued expenses                                                                 621,037                         
 
 TOTAL LIABILITIES                                                                                                 13,986,813       
 
NET ASSETS                                                                                                        $ 1,297,701,051   
 
Net Assets consist of:                                                                                                     
 
Paid in capital                                                                                                  $ 1,220,631,742   
 
Undistributed net investment income                                                                              10,987,509       
 
Accumulated undistributed net realized gain (loss) on investments and foreign currency transactions             (7,402,706)      
 
Net unrealized appreciation (depreciation) on investments and assets and liabilities in foreign currencies     73,484,506       
 
NET ASSETS, for 82,811,611 shares outstanding                                                                     $ 1,297,701,051   
 
NET ASSET VALUE, offering price and redemption price per share ($1,297,701,051 (divided by) 82,811,611 shares)    $15.67           
 
</TABLE>
 
STATEMENT OF OPERATIONS
 
<TABLE>
<CAPTION>
<S>                                                                <C>            <C>            
 YEAR ENDED DECEMBER 31, 1994                                                                    
 
INVESTMENT INCOME                                                                 $ 17,617,990   
Dividends                                                                                        
 
Interest                                                                           9,382,766     
 
                                                                                   27,000,756    
 
Less foreign taxes withheld                                                        (2,280,969    
                                                                                  )              
 
 TOTAL INCOME                                                                      24,719,787    
 
EXPENSES                                                                                         
 
Management fee                                                     $ 8,646,616                   
 
Transfer agent fees                                                 173,157                      
 
Accounting fees and expenses                                        491,242                      
 
Non-interested trustees' compensation                               5,972                        
 
Custodian fees and expenses                                         802,019                      
 
Registration fees                                                   180,469                      
 
Audit                                                               44,900                       
 
Legal                                                               11,125                       
 
Miscellaneous                                                       9,339                        
 
 TOTAL EXPENSES                                                                    10,364,839    
 
NET INVESTMENT INCOME                                                              14,354,948    
 
REALIZED AND UNREALIZED GAIN (LOSS)                                                              
Net realized gain (loss) on:                                                                     
 
 Investment securities                                              13,667,881                   
 
 Foreign currency transactions                                      (12,079,459    1,588,422     
                                                                   )                             
 
Change in net unrealized appreciation (depreciation) on:                                         
 
 Investment securities                                              (19,503,331                  
                                                                   )                             
 
 Assets and liabilities in foreign currencies                       83,258         (19,420,073   
                                                                                  )              
 
NET GAIN (LOSS)                                                                    (17,831,651   
                                                                                  )              
 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                   $ (3,476,703   
                                                                                  )              
 
</TABLE>
 
STATEMENT OF CHANGES IN NET ASSETS
 
 
 
<TABLE>
<CAPTION>
<S>                                                                                            <C>               <C>              
                                                                                               YEAR ENDED        YEAR ENDED       
                                                                                               DECEMBER 31,      DECEMBER 31,     
                                                                                               1994              1993             
 
INCREASE (DECREASE) IN NET ASSETS                                                                                         
 
Operations                                                                                      $ 14,354,948      $ 4,818,178      
Net investment income                                                                                                     
 
 Net realized gain (loss)                                                                      1,588,422         (7,315,062)     
 
 Change in net unrealized appreciation (depreciation)                                        (19,420,073)      109,912,298     
 
 NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS                               (3,476,703)       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                                                                             1,000,905,405     601,451,901     
Net proceeds from sales of shares                                                                                           
 
 Reinvestment of distributions                                                                 4,465,195         4,363,026       
 
 Cost of shares redeemed                                                                      (477,688,222)     (111,743,493)   
 
 Net increase (decrease) in net assets resulting from share transactions                        527,682,378       494,071,434     
 
  TOTAL INCREASE (DECREASE) IN NET ASSETS                                                       519,740,480       597,123,822     
 
NET ASSETS                                                                                                                   
 
 Beginning of period                                                                             777,960,571       180,836,749     
 
 End of period (including undistributed net investment income of $14,221,612 and $4,331,859, 
respectively)                                                                                $ 1,297,701,051   $ 777,960,571    
 
OTHER INFORMATION                                                                                                              
Shares                                                                                                                    
 
 Sold                                                                                          62,240,900        42,197,124      
 
 Issued in reinvestment of distributions                                                          274,107           372,271         
 
 Redeemed                                                                                        (29,967,241)      (7,983,962)     
 
 Net increase (decrease)                                                                      32,547,766        34,585,433      
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                              <C>   <C>   
SEE ACCOMPANYING NOTES WHICH ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.               
 
</TABLE>
 
FINANCIAL HIGHLIGHTS
      YEARS ENDED DECEMBER 31,                               
 
      1994                       1993   1992   1991   1990   
 
 
<TABLE>
<CAPTION>
<S>                                                     <C>           <C>         <C>         <C>         <C>        
SELECTED PER-SHARE DATA                                                                                              
 
Net asset value, beginning of period                    $ 15.48       $ 11.53     $ 13.09     $ 12.42     $ 12.67    
 
Income from Investment Operations                                                                                    
 
 Net investment income                                   .19           .06         .16         .24         .18       
 
 Net realized and unrealized gain (loss)                 .08 A         4.16        (1.54)      .74         (.39)     
 
 Total from investment operations                        .27           4.22        (1.38)      .98         (.21)     
 
Less Distributions                                       (.08)         (.18)       (.18)       (.17)       (.04)     
From net investment income                                                                                           
 
 In excess of net investment income                      -             (.04)       -           -           -         
 
 From net realized gain                                  -             -           -           (.14) B     -         
 
 In excess of net realized gain                          -             (.05)       -           -           -         
 
 Total distributions                                     (.08)         (.27)       (.18)       (.31)       (.04)     
 
Net asset value, end of period                          $ 15.67       $ 15.48     $ 11.53     $ 13.09     $ 12.42    
 
TOTAL RETURN A                                           1.72%         37.35%      (10.72)%    8.00%       (1.67)%   
 
RATIOS AND SUPPLEMENTAL DATA                                                                                         
 
Net assets, end of period (000 omitted)                 $ 1,297,701   $ 777,961   $ 180,837   $ 126,490   $ 80,554   
 
Ratio of expenses to average net assets                  .92%          1.03%       1.14%       1.26%       1.41%     
 
Ratio of net investment income to average net assets     1.28%         1.21%       1.86%       2.33%       1.89%     
 
Portfolio turnover rate                                  42%           42%         61%         168%        100%      
 
</TABLE>
 
A THE AMOUNT SHOWN FOR A SHARE OUTSTANDING DOES NOT CORRESPOND WITH THE
AGGREGATE NET LOSS ON INVESTMENTS FOR THE PERIOD ENDED DUE TO THE TIMING OF
SALES AND REPURCHASES OF FUND SHARES IN RELATION TO FLUCTUATING MARKET
VALUES OF THE INVESTMENTS OF THE FUND.
B INCLUDES AMOUNTS DISTRIBUTED FROM NET REALIZED GAINS ON FOREIGN CURRENCY
RELATED TRANSACTIONS TAXABLE AS ORDINARY INCOME.



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