VARIABLE INSURANCE PRODUCTS FUND
497, 1999-07-19
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SUPPLEMENT TO THE
VARIABLE INSURANCE PRODUCTS FUNDS:
INITIAL CLASS MONEY MARKET, INVESTMENT GRADE BOND, HIGH
INCOME, ASSET MANAGER, ASSET MANAGER: GROWTH, BALANCED, EQUITY-INCOME,
INDEX 500,
GROWTH & INCOME, GROWTH OPPORTUNITIES, CONTRAFUND, GROWTH, MID CAP,
AND OVERSEAS PORTFOLIOS
APRIL 30, 1999 PROSPECTUS

       SHAREHOLDER MEETING.    On or about September 15, 1999, a
meeting of the shareholders of Index 500 Portfolio will be held to
approve various proposals, including approval of the fund's
sub-advisory agreement with BT, approval of a new sub-advisory
agreement with BT and approval of a manager-of-managers arrangement,
which, subject to receipt of an exemptive order from the SEC, would
allow FMR, with the approval of the Board of Trustees, to change
sub-advisers and to modify material terms and conditions of a
sub-advisory agreement without a shareholder vote. Shareholders of
record on July 19, 1999 are entitled to vote at the meeting.

   For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-8888 to request a
free copy of the proxy statement.

Effective August 2, 1999, the following information replaces similar
information found in the "Fund Management" section on page 27.

David Felman is Vice President and manager of Mid Cap Portfolio. He
also manages other Fidelity funds. Mr. Felman joined Fidelity as an
analyst in 1993.

The following information replaces the 8th paragraph found under the
heading "Fund Management" in the "Fund Services" section on page 27.
(Index 500 Portfolio)

Effective June 4, 1999, Bankers Trust Corporation and all of its
subsidiaries, including BT, merged with and into a subsidiary of
Deutsche Bank AG. At a meeting held on March 18, 1999, the fund's
Board of Trustees approved a new sub-advisory agreement among the
fund, FMR and BT or its successor by merger that became effective June
4, 1999. This agreement will be presented to the fund's shareholders
for approval on September 15, 1999.

SUPPLEMENT TO THE
VARIABLE INSURANCE PRODUCTS FUNDS:
INITIAL CLASS
MONEY MARKET, INVESTMENT GRADE BOND, HIGH INCOME,
ASSET MANAGER, ASSET MANAGER: GROWTH, BALANCED, EQUITY-INCOME, INDEX
500, GROWTH & INCOME, GROWTH OPPORTUNITIES, CONTRAFUND, GROWTH, MID
CAP, AND OVERSEAS PORTFOLIOS
APRIL 30, 1999 PROSPECTUS

       SHAREHOLDER MEETING.    On or about September 15, 1999, a
meeting of the shareholders of Index 500 Portfolio will be held to
approve various proposals, including approval of the fund's
sub-advisory agreement with BT, approval of a new sub-advisory
agreement with BT and approval of a manager-of-managers arrangement,
which, subject to receipt of an exemptive order from the SEC, would
allow FMR, with the approval of the Board of Trustees, to change
sub-advisers and to modify material terms and conditions of a
sub-advisory agreement without a shareholder vote. Shareholders of
record on July 19, 1999 are entitled to vote at the meeting.

   For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-8888 to request a
free copy of the proxy statement.

Effective August 2, 1999, the following information replaces similar
information found in the "Fund Management" section on page 45.
David Felman is Vice President and manager of Mid Cap Portfolio. He
also manages other Fidelity funds. Mr. Felman joined Fidelity as an
analyst in 1993.

The following information replaces the 8th paragraph found under the
heading "Fund Management" in the "Fund Services" section on page 44.
(Index 500 Portfolio)

Effective June 4, 1999, Bankers Trust Corporation and all of its
subsidiaries, including BT, merged with and into a subsidiary of
Deutsche Bank AG. At a meeting held on March 18, 1999, the fund's
Board of Trustees approved a new sub-advisory agreement among the
fund, FMR and BT or its successor by merger that became effective June
4, 1999. This agreement will be presented to the fund's shareholders
for approval on September 15, 1999.


SUPPLEMENT TO THE
VARIABLE INSURANCE PRODUCTS FUNDS:
INITIAL CLASS
MONEY MARKET, INVESTMENT GRADE BOND, HIGH INCOME,
ASSET MANAGER, ASSET MANAGER: GROWTH, BALANCED, EQUITY-INCOME, INDEX
500, GROWTH & INCOME, GROWTH OPPORTUNITIES, CONTRAFUND, GROWTH, AND
OVERSEAS PORTFOLIOS
APRIL 30, 1999
(AS SUPPLEMENTED
MAY 5, 1999) PROSPECTUS

SHAREHOLDER MEETING. On or about September 15, 1999, a meeting of the
shareholders of Index 500 Portfolio will be held to approve various
proposals, including approval of the fund's sub-advisory agreement
with BT, approval of a new sub-advisory agreement with BT and approval
of a manager-of-managers arrangement, which, subject to receipt of an
exemptive order from the SEC, would allow FMR, with the approval of
the Board of Trustees, to change sub-advisers    and to modify
material terms and conditions of a sub-advisory agreement     without
a shareholder vote. Shareholders of record on July 19,    1999 are
entitled to vote at the meeting.

   For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-8888 to request a
free copy of the proxy statement.

The following information replaces the 8th paragraph found under the
heading "Fund Management" in the "Fund Services" section on page 26.
(Index 500 Portfolio)

Effective June 4, 1999, Bankers Trust Corporation and all of its
subsidiaries, including BT, merged with and into a subsidiary of
Deutsche Bank AG. At a meeting held on March 18, 1999, the fund's
Board of Trustees approved a new sub-advisory agreement among the
fund, FMR and BT or its successor by merger that became effective June
4, 1999. This agreement will be presented to the fund's shareholders
for approval on September 15, 1999.

SUPPLEMENT TO THE
VARIABLE INSURANCE PRODUCTS FUNDS:
SERVICE CLASS
INVESTMENT GRADE BOND, ASSET MANAGER, ASSET MANAGER: GROWTH, BALANCED,
EQUITY-INCOME, GROWTH & INCOME, GROWTH OPPORTUNITIES, CONTRAFUND,
GROWTH, MID CAP, AND OVERSEAS PORTFOLIOS
APRIL 30, 1999 PROSPECTUS

EFFECTIVE AUGUST 2, 1999, THE FOLLOWING INFORMATION REPLACES SIMILAR
INFORMATION FOUND IN THE "FUND MANAGEMENT" SECTION ON PAGE 23.

David Felman is Vice President and manager of Mid Cap Portfolio. He
also manages other Fidelity funds. Mr. Felman joined Fidelity as an
analyst in 1993.



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