VARIABLE INSURANCE PRODUCTS FUND
497, 2000-01-19
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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, AND OVERSEAS PORTFOLIOS
APRIL 30, 1999 (AS SUPPLEMENTED MAY 5, 1999) PROSPECTUS

The following information replaces similar information found under the
heading "Average Annual Returns" in the "Performance" section on page
   15    .

For the periods ended      Past 1 year  Past 5 years  Past 10  years
December 31, 1998

HIGH INCOME PORTFOLIO -     -4.33%       8.80%         11.08%
INITIAL CLASS

Merrill Lynch High Yield    3.66%        9.01%         11.08%
Master Index

Merrill Lynch High Yield    2.95%        9.12%         11.18%
Master II Index

Lipper High Current Yield   -0.44%       7.37%         9.34%
Funds Average


The following information supplements the information found under the
heading "Average Annual Returns" in the "Performance" section on page
1   6    .

Going forward, High Income Portfolio's performance will be compared to
the Merrill Lynch High Yield Master II Index rather than the Merrill
Lynch High Yield Master Index because the Merrill Lynch High Yield
Master II Index contains deferred interest bonds and payment-in-kind
securities and is therefore a better representation of the high yield
bond universe.

Merrill Lynch High Yield Master II Index is a market value-weighted
index of all domestic and yankee high-yield bonds, including deferred
interest bonds and payment-in-kind securities. Issues included in the
index have maturities of one year or more and have a credit rating
lower than BBB-/Baa3, but are not in default.

The following information replaces the fifth paragraph found in the
"Fund Management" section on page 2   7    .

BT serves as sub-adviser and custodian for Index 500. BT chooses the
fund's investments and places orders to buy and sell the fund's
investments.

The following information replaces the eighth paragraph found in the
"Fund Management" section on page 2   7    . (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. At a meeting held on September 15, 1999, shareholders
approved this agreement.

The following information replaces similar information found in the
"Fund Management" section on page 2   7    .

(small solid bullet) Fidelity Management & Research Far East Inc. (FMR
Far East) serves as a sub-adviser for Growth Opportunities,
Contrafund, Overseas, Balanced, Growth & Income, Asset Manager, Asset
Manager: Growth, and High Income. FMR Far East was organized in 1986
to provide investment research and advice to FMR. Currently, FMR Far
East provides investment research and advice on issuers based outside
the United States and may also provide investment advisory services
for each fund.

The following information supplements similar information found in the
"Fund Management" section on page 2   7    .

(small solid bullet) Fidelity Investments Japan Limited (FIJ), in
Tokyo, Japan, serves as a sub-adviser for Growth Opportunities,
Contrafund, Overseas, Balanced, Growth & Income, Asset Manager, Asset
Manager: Growth, and High Income. As of    September     28, 1999, FIJ
had approximately $16.3 billion in discretionary assets under
management. Currently, FIJ provides investment research and advice on
issuers based outside the United States for each fund.

   Effective February 1, 2000, the following information replaces
similar information found in the "Fund Management" section on page
27.

   Bettina Doulton is Vice President and manager of Growth
Opportunities Portfolio, which she has managed since February 2000.
She also manages another Fidelity fund. Since joining Fidelity in
1986, Ms. Doulton has worked as a research assistant, analy    st and
manager.

The following information replaces the last paragraph found in the
"Fund Management" section on page 2   8    .

Index 500 pays a management fee to FMR. The management fee is
calculated and paid to FMR every month. The fund's annual management
fee rate is 0.24% of its average net assets. FMR pays BT for providing
investment management and custodial services.

Prior to October 1, 1999, Index 500 paid a management fee at an annual
rate of 0.24% of its average net assets to FMR and a sub-advisory fee
(representing 40% of net income from securities lending) to BT.

The following information replaces footnote A to the Total Annual
Class Operating Expenses table found in the "Fund Management" section
on page 2   9    .

A EFFECTIVE AUGUST 27, 1992, FMR HAS VOLUNTARILY AGREED TO REIMBURSE
INITIAL CLASS OF INDEX 500 TO THE EXTENT THAT TOTAL OPERATING EXPENSES
(EXCLUDING INTEREST, TAXES, SECURITIES LENDING COSTS, BROKERAGE
COMMISSIONS AND EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF ITS
AVERAGE NET ASSETS, EXCEED 0.28%. THIS ARRANGEMENT CAN BE DISCONTINUED
BY FMR AT ANY TIME.

The following information replaces similar information found in the
"Fund Management" section on page 28.

FMR pays FIMM, FMR U.K., FMR Far East, and FIIA for providing
sub-advisory services, and FIIA in turn pays FIIA(U.K.)L. FMR Far East
pays FIJ for providing sub-advisory services.


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

The following information replaces similar information found under the
heading "Average Annual Returns" in the "Performance" section on page
15.

For the periods ended      Past 1 year  Past 5 years  Past 10  years
December 31, 1998

HIGH INCOME PORTFOLIO -     -4.33%       8.80%         11.08%
INITIAL CLASS

Merrill Lynch High Yield    3.66%        9.01%         11.08%
Master Index

Merrill Lynch High Yield    2.95%        9.12%         11.18%
Master II Index

Lipper High Current Yield   -0.44%       7.37%         9.34%
Funds Average


The following information supplements the information found under the
heading "Average Annual Returns" in the "Performance" section on page
16.

Going forward, High Income Portfolio's performance will be compared to
the Merrill Lynch High Yield Master II Index rather than the Merrill
Lynch High Yield Master Index because the Merrill Lynch High Yield
Master II Index contains deferred interest bonds and payment-in-kind
securities and is therefore a better representation of the high yield
bond universe.

Merrill Lynch High Yield Master II Index is a market value-weighted
index of all domestic and yankee high yield bonds, including deferred
interest bonds and payment-in-kind securities. Issues included in the
index have maturities of one year or more and have a credit rating
lower than BBB-/Baa3, but are not in default.

The following information replaces the fifth paragraph found in the
"Fund Management" section on page 27.

BT serves as sub-adviser and custodian for Index 500. BT chooses the
fund's investments and places orders to buy and sell the fund's
investments.

The following information replaces the eighth paragraph found in the
"Fund Management" 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. At a meeting held on September 15, 1999, shareholders
approved this agreement.

The following information replaces similar information found in the
"Fund Management" section on page 27.

(small solid bullet) Fidelity Management & Research Far East Inc. (FMR
Far East) serves as a sub-adviser for Mid Cap, Growth Opportunities,
Contrafund, Overseas, Balanced, Growth & Income, Asset Manager, Asset
Manager: Growth, and High Income. FMR Far East was organized in 1986
to provide investment research and advice to FMR. Currently, FMR Far
East provides investment research and advice on issuers based outside
the United States and may also provide investment advisory services
for each fund.

The following information supplements similar information found in the
"Fund Management" section on page 27.

(small solid bullet) Fidelity Investments Japan Limited (FIJ), in
Tokyo, Japan, serves as a sub-adviser for Mid Cap, Growth
Opportunities, Contrafund, Overseas, Balanced, Growth & Income, Asset
Manager, Asset Manager: Growth, and High Income. As of
   September     28, 1999, FIJ had approximately $16.3 billion in
discretionary assets under management. Currently, FIJ provides
investment research and advice on issuers based outside the United
States for each fund.

   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.

   Effective February 1, 2000, the following information replaces
similar information found in the "Fund Management" section on page
27.

   Bettina Doulton is Vice President and manager of Growth
Opportunities Portfolio, which she has managed since February 2000.
She also manages another Fidelity fund. Since joining Fidelity in
1986, Ms. Doulton has worked as a research assistant, analy    st and
manager.

The following information replaces the last paragraph found in the
"Fund Management" section on page 28.

Index 500 pays a management fee to FMR. The management fee is
calculated and paid to FMR every month. The fund's annual management
fee rate is 0.24% of its average net assets. FMR pays BT for providing
investment management and custodial services.

Prior to October 1, 1999, Index 500 paid a management fee at an annual
rate of 0.24% of its average net assets to FMR and a sub-advisory fee
(representing 40% of net income from securities lending) to BT.

The following information replaces footnote A to the Total Annual
Class Operating Expenses table found in the "Fund Management" section
on page 29.

A EFFECTIVE AUGUST 27, 1992, FMR HAS VOLUNTARILY AGREED TO REIMBURSE
INITIAL CLASS OF INDEX 500 TO THE EXTENT THAT TOTAL OPERATING EXPENSES
(EXCLUDING INTEREST, TAXES, SECURITIES LENDING COSTS, BROKERAGE
COMMISSIONS AND EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF ITS
AVERAGE NET ASSETS, EXCEED 0.28%. THIS ARRANGEMENT CAN BE DISCONTINUED
BY FMR AT ANY TIME.

The following information replaces similar information found in the
"Fund Management" section on page 29.

FMR pays FIMM, FMR U.K., FMR Far East, and FIIA for providing
sub-advisory services, and FIIA in turn pays FIIA(U.K.)L. FMR Far East
pays FIJ for providing sub-advisory services.



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

The following information replaces similar information found under the
heading "Average Annual Returns" in the "Performance" section on page
13.

For the periods ended      Past 1 year  Life of class*
December 31, 1998

HIGH INCOME PORTFOLIO -     -4.34%       -4.34%A
SERVICE CLASS

Merrill Lynch High Yield    3.66%        3.66%A
Master Index

Merrill Lynch High Yield    2.95%        2.95%A
Master II Index

Lipper High Current Yield   -0.44%       -0.44%A
Funds Average

* BEGINNING JANUARY 1 OF THE FIRST CALENDAR YEAR FOLLOWING THE CLASS'S
COMMENCEMENT OF OPERATIONS.

A FROM JANUARY 1, 1998.

The following information supplements the information found under the
heading "Average Annual Returns" in the "Performance" section on page
12.

Going forward, High Income Portfolio's performance will be compared to
the Merrill Lynch High Yield Master II Index rather than the Merrill
Lynch High Yield Master Index because the Merrill Lynch High Yield
Master II Index contains deferred interest bonds and payment-in-kind
securities and is therefore a better representation of the high yield
bond universe.

Merrill Lynch High Yield Master II Index is a market value-weighted
index of all domestic and yankee high-yield bonds, including deferred
interest bonds and payment-in-kind securities. Issues included in the
index have maturities of one year or more and have a credit rating
lower than BBB-/Baa3, but are not in default.

The following information replaces similar information found in the
"Fund Management" section on page 23.

(small solid bullet) Fidelity Management & Research Far East Inc. (FMR
Far East) serves as a sub-adviser for Mid Cap, Growth Opportunities,
Contrafund, Overseas, Balanced, Growth & Income, Asset Manager, Asset
Manager: Growth, and High Income. FMR Far East was organized in 1986
to provide investment research and advice to FMR. Currently, FMR Far
East provides investment research and advice on issuers based outside
the United States and may also provide investment advisory services
for each fund.

The following information supplements similar information found in the
"Fund Management" section on page 23.

(small solid bullet) Fidelity Investments Japan Limited (FIJ), in
Tokyo, Japan, serves as a sub-adviser for Mid Cap, Growth
Opportunities, Contrafund, Overseas, Balanced, Growth & Income, Asset
Manager, Asset Manager: Growth, and High Income. As of    September
28,     1999, FIJ had approximately $16.3 billion in discretionary
assets under management. Currently, FIJ provides investment research
and advice on issuers based outside the United States for each fund.

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.

   Effective February 1, 2000, the following information replaces
similar information found in the "Fund Management" section on page
23.

   Bettina Doulton is vice president and manager of Growth
Opportunities Portfolio, which she has managed since February 2000.
She also manages another Fidelity fund. Since joining Fidelity in
1986, Ms. Doulton has worked as a research assistant, analy    st and
manager.

The following information replaces similar information found in the
"Fund Management" section on page 25.

FMR pays FIMM, FMR U.K., FMR Far East, and FIIA for providing
sub-advisory services, and FIIA in turn pays FIIA(U.K.)L. FMR Far East
pays FIJ for providing sub-advisory services.

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

The following information replaces similar information found under the
heading "Average Annual Returns" in the "Performance" section on page
22.

For the periods ended      Past 1 year  Past 5 years  Past 10 years
December 31, 1998

HIGH INCOME PORTFOLIO -     -4.33%       8.80%         11.08%
INITIAL CLASS

Merrill Lynch High Yield    3.66%        9.01%         11.08%
Master Index

Merrill Lynch High Yield    2.95%        9.12%         11.18%
Master II Index

Lipper High Current Yield   -0.44%       7.37%         9.34%
Funds Average

The following information supplements the information found under the
heading "Average Annual Returns" in the "Performance" section on page
24.

Going forward, High Income Portfolio's performance will be compared to
the Merrill Lynch High Yield Master II Index rather than the Merrill
Lynch High Yield Master Index because the Merrill Lynch High Yield
Master II Index contains deferred interest bonds and payment-in-kind
securities and is therefore a better representation of the high yield
bond universe.

Merrill Lynch High Yield Master II Index is a market value-weighted
index of all domestic and yankee high-yield bonds, including deferred
interest bonds and payment-in-kind securities. Issues included in the
index have maturities of one year or more and have a credit rating
lower than BBB-/Baa3, but are not in default.

The following information replaces the fifth paragraph found in the
"Fund Management" section on page 44.

BT serves as sub-adviser and custodian for Index 500. BT chooses the
fund's investments and places orders to buy and sell the fund's
investments.

The following information replaces the eighth paragraph found in the
"Fund Management" 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. At a meeting held on September 15, 1999, shareholders
approved this agreement.

The following information replaces similar information found in the
"Fund Management" section on page 45.

(small solid bullet) Fidelity Management & Research Far East Inc. (FMR
Far East) serves as a sub-adviser for Mid Cap, Growth Opportunities,
Contrafund, Overseas, Balanced, Growth & Income, Asset Manager, Asset
Manager: Growth, and High Income. FMR Far East was organized in 1986
to provide investment research and advice to FMR. Currently, FMR Far
East provides investment research and advice on issuers based outside
the United States and may also provide investment advisory services
for each fund.

The following information supplements similar information found in the
"Fund Management" section on page 45.

(small solid bullet) Fidelity Investments Japan Limited (FIJ), in
Tokyo, Japan, serves as a sub-adviser for Mid Cap, Growth
Opportunities, Contrafund, Overseas, Balanced, Growth & Income, Asset
Manager, Asset Manager: Growth, and High Income. As of    September
    28, 1999, FIJ had approximately $16.3 billion in discretionary
assets under management. Currently, FIJ provides investment research
and advice on issuers based outside the United States for each fund.

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.

   Effective February 1, 2000, the following information replaces
similar information found in the "Fund Management" section on page
45.

   Bettina Doulton is vice president and manager of Growth
Opportunities Portfolio, which she has managed since February 2000.
She also manages another Fidelity fund. Since joining Fidelity in
1986, Ms. Doulton has worked as a research assistant, analy    st and
manager.

The following information replaces the second full paragraph found in
the "Fund Management" section on page 48.

Index 500 pays a management fee to FMR. The management fee is
calculated and paid to FMR every month. The fund's annual management
fee rate is 0.24% of its average net assets. FMR pays BT for providing
investment management and custodial services.

Prior to October 1, 1999, Index 500 paid a management fee at an annual
rate of 0.24% of its average net assets to FMR and a sub-advisory fee
(representing 40% of net income from securities lending) to BT.

The following information replaces footnote A to the Total Annual
Class Operating Expenses table found in the "Fund Management" section
on page 49.

A EFFECTIVE AUGUST 27, 1992, FMR HAS VOLUNTARILY AGREED TO REIMBURSE
INITIAL CLASS OF INDEX 500 TO THE EXTENT THAT TOTAL OPERATING EXPENSES
(EXCLUDING INTEREST, TAXES, SECURITIES LENDING COSTS, BROKERAGE
COMMISSIONS AND EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF ITS
AVERAGE NET ASSETS, EXCEED 0.28%. THIS ARRANGEMENT CAN BE DISCONTINUED
BY FMR AT ANY TIME.

The following information replaces similar information found in the
"Fund Management" section on page 50.

FMR pays FIMM, FMR U.K., FMR Far East, and FIIA for providing
sub-advisory services, and FIIA in turn pays FIIA(U.K.)L. FMR Far East
pays FIJ for providing sub-advisory services.





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