FIDELITY INVESTMENTS VARIABLE ANNUITY ACCOUNT I
485BPOS, 1997-08-29
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As filed with the SEC on August 29, 1997
Registration No. 33-54926
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.  20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933   [X]
Pre-Effective Amendment No.               []
Post-Effective Amendment No.             [5]
REGISTRATION STATEMENT UNDER THE INVESTMENT
COMPANY ACT OF 1940     [X]
Amendment No.               [7]
FIDELITY INVESTMENTS VARIABLE ANNUITY ACCOUNT I
(Exact name of registrant)
FIDELITY INVESTMENTS LIFE INSURANCE COMPANY
(Name of depositor)
82 Devonshire Street
Boston, Massachusetts 02109
(Address of depositor's principal executive offices)
Depositor's telephone number:  (800) 544-8888
_________________________________________________
RODNEY R. ROHDA
Chairman
Fidelity Investments Life Insurance Company
82 Devonshire Street, R25C
Boston, Massachusetts  02109
(Name and address of agent for service)
___________________________________________________________
Copy to:
MICHAEL BERENSON
Jorden Burt Berenson & Johnson LLP   
1025 Thomas Jefferson Street, Suite 400 East
Washington, D.C. 20007
___________________________________________________________
Individual Variable Annuity Contracts -- Pursuant to Rule 24f-2 under
the Investment Company Act of 1940, the Registrant has registered an
indefinite number of securities.  Registrant's Rule 24f-2 Notice for
the fiscal year ending December 31, 1996 was filed February 26, 1997.
It is proposed that this filing will become effective (check
appropriate space):
      immediately upon filing pursuant to paragraph (b) of rule 485
  x   on August 29, 1997, pursuant to paragraph (b) (1) (v) of rule
485
      60 days after filing pursuant to paragraph (a) (1) of rule 485
      on            , pursuant to paragraph (a) (1) of rule 485
      75 days after filing pursuant to paragraph (a) (2) of rule 485
Page _ of _
      on            , pursuant to paragraph (a) (2) of rule 485
Exhibit Index Appears on Page __
 
  
CROSS REFERENCE TO ITEMS REQUIRED BY FORM N-4
Part A 
Item N-4 Item   Heading in Prospectus
Item 1. Cover Page Cover Page
Item 2. Definitions Glossary
Item 3. Synopsis or Highlights Summary of the Contract
Item 4.   Condensed Financial Information  Not Applicable
Item 5. General Description of Facts About FILI
  Registrant, Depositor, and The Variable Account, and
  Portfolio Companies  the Funds
   a)  Depositor FILI
   b)  Registrant The Variable Account
   c)  Portfolio Company The Funds
   d)  Prospectus The Funds
   e)  Voting Voting Rights
   f)  Administrator Charges
Item 6. Deductions and Expenses Charges
   a)  Deductions Charges
   b)  Sales load Not applicable
   c)  Special purchase plans Not applicable
   d)  Commissions Selling the Contracts
   e)  Registrant's expenses Charges
   f)  Portfolio company deductions The Funds
       and expenses 
   g)  Organizational expenses Not applicable
 
Item 7. General Description of Variable
  Annuity Contracts
   a)  Rights Summary of the Contract;
    Investment Allocation of
    Your Purchase Payment;
    Death Benefit; Facts About the
    Contract; Types of
    Annuity Income Options;
    Voting Rights; Other
    Contract Provisions
   b)  Provisions and limitations Investment Allocation of
    Your Purchase Payment; Free Look
    Privilege
   c)  Changes in contracts or Changes in Investment
       operations Options
   d)  Contract owner inquiries Cover Page 
Item 8.  Annuity Period
   a)  Level of benefits Fixed, Variable or 
    Combination Annuity
    Income; Types of
    Annuity Income Options
   b)  Annuity commencement date Annuity Income Dates
   c)  Annuity payments Types of Annuity Income
    Options
   d)  Assumed investment return Fixed, Variable or
    Combination Annuity
    Income
   e)  Minimums Cover Page, Summary of the Contract
   f)  Rights to change options or Investment Allocation of
       transfer contract value Your Purchase Payment
Item 9.   Death Benefit
   a)  Death benefit calculation Death Benefit
   b)  Forms of benefits Death Benefit; Types of Annuity
    Income Options; Fixed, Variable
    or Combination Annuity Income
 
Item 10. Purchases and Contract Values
   a)  Procedures for purchases Purchase of a Contract
   b)  Accumulation unit value Not Applicable
   c)  Calculation of accumulation Not Applicable
       unit value
   d)  Principal underwriter Selling the Contracts
Item 11.  Redemptions
   a)  Redemption procedures  Not Applicable
   b)  Texas Optional Retirement Not Applicable
       Program
   c)  Delay Postponement of
    Benefits
   d)  Lapse Not Applicable
   e)  Revocation rights Free Look Privilege
Item 12.  Taxes
   a)  Tax Consequences Tax Considerations
   b)  Qualified plans Tax Considerations
   c)  Impact of taxes Tax Considerations
Item 13. Legal Proceedings Litigation
Item 14. Table of Contents for Table of Contents for
  Statement of Additional Statement of Additional
  Information Information
 
Part B    Heading in Statement of
Form N-4 Item   Additional Information 
Item 15. Cover Page Cover Page
Item 16.  Table of Contents Table of Contents
Item 17.   General Information and 
  History
   a)  Name change FILI
    (prospectus)
   b)  Attribution of Assets Not Applicable
   c)  Control of Depositor FILI (prospectus)
Item 18. Services
   a)  Fees, expenses and costs Fee Table, (prospectus), Charges,
    (prospectus); The Funds (prospectus)
   b)  Management - related Not applicable
     services 
   c)  Custodian and independent Independent Accountants
       public accountant
   d)  Other custodianship Safekeeping of Variable Account
    Assets
   e)  Administrative servicing Not applicable
        agent 
   f)  Depositor as principal Not Applicable
       underwriter
Item 19. Purchase of Securities Being
  Offered
   a)  Manner of Offering Distribution of the
    Contracts; Selling the 
    Contracts (prospectus)
   b)  Sales load Not Applicable
 
Item 20. Underwriters
   a)  Depositor or affiliate as Selling the Contracts
       principal underwriter (prospectus)
   b)  Continuous offering Distribution of Contracts
   c)  Underwriting commissions Not Applicable
   d)  Payments to underwriter Not Applicable
Item 21. Calculation of Performance Data Performance
Item 22. Annuity Payments Fixed, Variable or Combination 
    Annuity Income
Item 23. Financial Statements
   a)  Registrant Financial Statements
   b)  Depositor Financial Statements
 
EXHIBIT INDEX
Exhibit   Sequential Page Number
(9)  Opinion and consent of David J. Pearlman, 
  as to the legality of securities being issued.
(10)(a)  Written consent of Coopers & Lybrand LLP.
(10)(b)  Written consent of Jorden Burt Berenson & Johnson LLP.
      
C-10
 
PROSPECTUS
  
1.FIDELITY INCOME ADVANTAGE
  
This prospectus describes a single premium immediate variable annuity
contract (the "Contract") offered by Fidelity Investments Life
Insurance Company ("FILI", "we" or "us"), the insurance company that
is part of the group of financial service companies known as Fidelity
Investments. Under the Contract, we provide lifetime annuity income to
you (the "Annuitant") at regular intervals (the "Annuity Income
Dates"). You choose the first Annuity Income Date, which may be up to
one year from the day we issue the Contract (the "Contract Date"), and
whether you want the Annuity Income Dates to be monthly, quarterly,
semi-annual or annual. Annuity income can be for your lifetime, or for
your lifetime and the lifetime of a second person you name (the "Joint
Annuitant"). You may choose a guaranteed minimum number of years of
annuity income.
There are three types of Contracts. You may purchase a "Non-qualified
Contract" with money from any source. In addition, you may purchase a
"Qualified Contract" that is an Individual Retirement Annuity with
contributions rolled-over from tax-qualified plans such as 403(b)
plans, 401(k) plans, or IRAs. You may also arrange with your employer
to purchase a "Tax-Sheltered Annuity Contract" using money from a
403(b) tax-sheltered annuity plan.
You purchase a Contract with a single payment (the "Purchase
Payment"). You may not make additional purchase payments. The minimum
Purchase Payment for a Contract is generally $25,000. You allocate
your Purchase Payment between fixed and variable annuity income. You
may choose all fixed annuity income, all variable annuity income, or a
combination of the two. If you allocate all or a portion to variable
annuity income, you may choose one or more of the twenty-eight
Investment Options of the Fidelity Investments Variable Annuity
Account I (the "Variable Account"). Amounts allocated to the
Investment Options will result in annuity income that varies in amount
according to the investment results of the Investment Options. The
Investment Options invest in the mutual fund portfolios ("Portfolios")
of Variable Insurance Products Fund, Variable Insurance Products Fund
II, and Variable Insurance Products Fund III (the "Fidelity Funds").
Fidelity Management & Research Company ("FMR") manages the Fidelity
Funds. Also    The variable Subaccounts invest in the mutual fund
portfolios of corresponding portfolios of other eligible funds (the
"Other Funds") All mutual fund portfolios available in this prospectus
are collectively known as ("The Funds"). Additional Investment Options
may be added in the future.    
For a Non-qualified Contract, the portion of annuity income that is
considered a return of the Purchase Payment will generally be
non-taxable, and the portion of annuity income that is considered a
distribution of earnings will generally be taxable. For Qualified
Contracts and Tax-Sheltered Annuity Contracts the entire amount of
annuity income each year will generally be taxable. For a more
detailed discussion of the tax treatment of annuity income, see TAX
CONSIDERATIONS on page .
The portion of your Purchase Payment that you allocate to the
Investment Options will be allocated to the Money Market Investment
Option for the period we estimate or calculate your "free look" right
to be in existence. See FREE LOOK PRIVILEGE on page .
This prospectus provides information that you should know before
purchasing a Contract. Additional information about the Contract and
the Variable Account has been filed with the Securities and Exchange
Commission in a Statement of Additional Information dated August 29,
1997. The Statement of Additional Information is incorporated by
reference in this prospectus and is available without charge by
calling FILI at 800-544-2442. The table of contents of the Statement
of Additional Information appears on page .
LIKE ALL VARIABLE ANNUITIES, THESE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE.  IT IS
NOT VALID UNLESS ACCOMPANIED BY THE CURRENT PROSPECTUS FOR THE MONEY
MARKET OR ANY OTHER FUNDS AVAILABLE IN THE CONTRACT.
FOR FURTHER INFORMATION CALL FIDELITY INVESTMENTS
Nationally  1-800-544-2442
Date: August 29, 1997
PROSPECTUS CONTENTS
 
GLOSSARY IV
Summary of the Contract 
FACTS ABOUT FILI, THE VARIABLE ACCOUNT AND THE FUNDS
FILI  
The Variable Account  
The Funds  
 
FACTS ABOUT THE CONTRACT
Purchase of a Contract  
Free Look Privilege  
Investment Allocation of Your Purchase Payment  
Charges  
Annuity Income Dates  
Signature Guarantee  
Death Benefit  
Fixed, Variable or Combination Annuity Income  
Benchmark Rate of Return  
Types of Annuity Income Options  
Reports  
 
MORE ABOUT THE CONTRACT
Tax Considerations  
Other Contract Provisions  
Selling the Contracts  
Postponement of Benefits  
 
MORE ABOUT THE VARIABLE ACCOUNT AND THE FUNDS
Changes in Investment Options  
Net Rate of Return for an Investment Option  
Voting Rights  
Resolving Material Conflicts  
Performance  
Litigation  
Appendix - Illustrations of Values  
Table of Contents of the Statement of Additional Information  
 
THE CONTRACT IS NOT AVAILABLE IN ALL STATES. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY
NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS.
  
2.GLOSSARY
  
ANNUITANT - You are the Annuitant. You receive lifetime income. For
Qualified Contracts and Tax-Sheltered Annuity Contracts all annuity
income during your lifetime must be received only by you. Either you
or the Joint Annuitant generally must be no older than 85 years of age
on the Contract Date. You must also be an Owner.
ANNUITY INCOME DATES - The dates we determine the amount of annuity
income. If the New York Stock Exchange is closed on an Annuity Income
Date, we will determine the amount of annuity income on the next day
it is open. You choose whether you want Annuity Income Dates to be
monthly, quarterly, semi-annual or annual.
ANNUITY INCOME UNIT - A unit of measure used to calculate the amount
of variable annuity income.
BENCHMARK RATE OF RETURN - The return that is assumed in the
calculation of each amount of variable annuity income. The Benchmark
Rate of Return applies only to the variable income portion of the
Contract.
The estimated first annuity income amount is calculated assuming that
the Investment Options will earn the Benchmark Rate of Return you
choose. If the performance (after all expenses) of the Investment
Options you choose matches the benchmark, annuity income will stay
constant. If the performance exceeds the benchmark, annuity income
will increase. If performance falls below the benchmark, annuity
income will decrease.
If you choose a higher benchmark, annuity income will start at a
higher amount but you will need better investment performance in order
to keep annuity income from declining.
You will be able to choose a Benchmark Rate of Return of 3.5% or 5.0%.
We may make other rates available, as permitted by state law.
BENEFICIARY(IES) - The person(s) who may receive certain benefits
under this Contract when there is no longer a living Annuitant or
Joint Annuitant.
CODE - The Internal Revenue Code of 1986, as amended.
CONTRACT - A Contract designed to provide you and the Joint Annuitant,
(if any), with annuity income for your life (or lives) beginning with
the first Annuity Income Date.
CONTRACT DATE - The date your Contract becomes effective. This will be
stated in your Contract.
FUNDS - Variable Insurance Products Fund, Variable Insurance Products
Fund II, Variable Insurance Products Fund III and Other Funds
available in the Contract.
IRA - Refers generally to both an Individual Retirement Account and an
Individual Retirement Annuity as defined in Sections 408(a) and (b),
respectively, of the Code. When it is used to refer to a Qualified
Contract, it means a Contract that qualifies as an Individual
Retirement Annuity as defined in Section 408(b) of the Code.
JOINT ANNUITANT - The Joint Annuitant, (if any), receives lifetime
annuity income. However, for Qualified Contracts and Tax-Sheltered
Annuity Contracts, all annuity income during the Annuitant's lifetime
must be received only by the Annuitant. Either the Annuitant or the
Joint Annuitant generally must be no older than 85 years of age on the
Contract Date. For Non-qualified Contracts the Joint Annuitant may,
but need not be, an Owner. For Qualified Contracts and Tax-Sheltered
Annuity Contracts the Joint Annuitant may not be an Owner.
NET RATE OF RETURN - An index used to measure the investment
performance of an Investment Option from one Valuation Period to the
next.
NON-QUALIFIED CONTRACT - A Contract other than a Qualified Contract or
Tax-Sheltered Annuity Contract. This type of Contract may be purchased
with money from any source.
OWNER(S) - The person(s) who have certain rights under the Contract.
You (the Annuitant) must be an Owner. If there is a Joint Annuitant,
he or she may also be an Owner (except for a Qualified Contract or
Tax-Sheltered Annuity Contract, where only one Owner is permitted).
The Joint Annuitant is never required to be an Owner. Only you and the
Joint Annuitant, (if any), may ever be Owners.
PORTFOLIO - An investment portfolio of a Fund.
QUALIFIED CONTRACT - A Contract that qualifies as an Individual
Retirement Annuity under Section 408(b) of the Code.
SUBACCOUNT - A division of the Variable Account, the assets of which
are invested in the shares of the corresponding portfolio of the Funds
available in this prospectus. 
TAX-SHELTERED ANNUITY CONTRACT - A Contract purchased with money in a
tax-sheltered annuity under section 403(b) of the Code.
VALUATION PERIOD - The period of time from the time Annuity Income
Unit values are calculated to the next time such values are
calculated. These calculations are made as of the close of business
(normally 4:00 p.m. Eastern Time) each day the New York Stock Exchange
is open for trading.
VARIABLE ACCOUNT - Fidelity Investments Variable Annuity Account I.
YOU - The Annuitant. The Annuitant is always an Owner.
 
THIS PAGE INTENTIONALLY LEFT BLANK
 
  
3.SUMMARY OF THE CONTRACT
  
The purpose of this variable annuity contract is to provide periodic
annuity income for your life, or for your life and the life of a Joint
Annuitant. You may select from a number of annuity income options. You
may also choose a guaranteed minimum number of years of annuity
income. See TYPES OF ANNUITY INCOME OPTIONS on page . You may choose
annuity income that is entirely fixed, entirely variable, or a
combination of fixed and variable. See FIXED, VARIABLE OR COMBINATION
ANNUITY INCOME on page . We guarantee to provide annuity income for
each Annuity Income Date for your lifetime and for the lifetime of the
Joint Annuitant, (if any). We guarantee the amount of fixed annuity
income on each Annuity Income Date, but we do not guarantee the amount
of any variable annuity income. Neither do we guarantee any minimum
number of Annuity Income Dates, unless you choose an option that
provides for such a guarantee. The amount of variable annuity income
will fluctuate from one Annuity Income Date to the next according to
the investment results of the Investment Options you select. The
Investment Options invest in mutual fund portfolios that are managed
by Fidelity Management & Research Company ("FMR"),    Morgan Stanley
Asset Management Inc., ("Morgan Stanley"), Pilgrim Baxter &
Associates, Ltd. or Newbold's Asset Management, Inc., ("PBHG"), Strong
Capital Management, Inc. ("Strong") and Warburg, Pincus Counsellors,
Inc. ("Warburg Pincus").    
You purchase the Contract with a single Purchase Payment. The minimum
Purchase Payment is generally $25,000. FILI reserves the right to
reject Purchase Payments in excess of limits it establishes from time
to time. You allocate your Purchase Payment between variable and fixed
annuity income on your application. This allocation may not be
changed. The portion of your Purchase Payment allocated to variable
annuity income will be placed in the Money Market Investment Option
during the free look period (see FREE LOOK PRIVILEGE on page ). You
may currently reallocate among the Investment Options at any time
after the end of the free look period.
You may return the Contract for a refund during the free look period.
ONCE THE FREE LOOK PERIOD EXPIRES, THE CONTRACT MAY NOT BE RETURNED
FOR A REFUND. If neither you nor the Joint Annuitant survives to the
first Annuity Income Date, the Contract will be canceled and we will
make a refund equal to your Purchase Payment to your Beneficiary or
Beneficiaries. See DEATH BENEFIT on page .
There are three types of Contracts. You may purchase a Non-qualified
Contract with money from any source. In addition, you may purchase a
Qualified Contract that is an Individual Retirement Annuity with
contributions rolled-over from tax-qualified plans such as 403(b)
plans, 401(k) plans, or IRAs. You may also arrange with your employer
to purchase a Tax-Sheltered Annuity Contract using money from a 403(b)
tax-sheltered annuity plan.
Under the Contract, we will distribute lifetime annuity income to you
or to you and the Joint Annuitant. The federal income tax laws have a
special requirement for Qualified and Tax-Sheltered Annuity Contracts
that have a Joint Annuitant. For these Contracts, during your lifetime
annuity income can be payable only to you.
You are an Owner of the Contract. The Joint Annuitant will also be an
Owner if so named on the application, except that for Qualified
Contracts and Tax-Sheltered Annuity Contracts you must be the only
Owner.
We intend this summary to provide only an overview of the more
significant aspects of the Contract. You will find more detailed
information in the rest of this prospectus and in the Contract. Please
retain the Contract together with its attached application. Together
they are the entire agreement between you and FILI.
  
4.FEE TABLE
This information is intended to help you understand the various costs
and expenses that a Contract will bear directly or indirectly. It
reflects expenses of the Variable Account as well as the Portfolios.
The tables below do not reflect any deductions for taxes. Any
applicable premium taxes are deducted from a contract on the contract
date. See CHARGES on page  of this Prospectus for additional
information.
CONTRACT EXPENSES
NONE
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of Portfolio average net assets)
 Mortality and Expense Risk Charge   0.75%
 Account Fees and Expenses:
     Administrative Charge    0.25%
 Total Separate Account Annual Expenses  1.00%
PORTFOLIO ANNUAL EXPENSES
(as a percentage of Portfolio average net assets)
 MANAGEMENT OTHER TOTAL ANNUAL
 FEES EXPENSES  EXPENSES 
FIDELITY 
ASSET MANAGER  0.64% 0.10% 0.74%1
MONEY MARKET  0.21% 0.09% 0.30%
INVESTMENT GRADE BOND  0.45% 0.13% 0.58%
HIGH INCOME  0.59% 0.12% 0.71%
EQUITY-INCOME  0.51% 0.07% 0.58%1
INDEX 500  0.13% 0.15% 0.28%2
GROWTH  0.61% 0.08% 0.69%1
OVERSEAS  0.76% 0.17% 0.93%1
ASSET MANAGER:  GROWTH  0.65% 0.22% 0.87%1
CONTRAFUND  0.61% 0.13% 0.74%1
GROWTH OPPORTUNITIES   0.61% 0.16% 0.77%1
BALANCED  0.48% 0.24% 0.72%1
GROWTH & INCOME  0.64% 0.10% 0.74%1
   MORGAN STANLEY     
   EMERGING MARKETS DEBT  0.80% 0.50% 1.30%3    
   EMERGING MARKETS EQUITY 1.25% 0.50% 1.75%3    
   GLOBAL EQUITY  0.80% 0.35% 1.15%3    
   INTERNATIONAL MAGNUM  0.80% 0.35% 1.15%3    
   PBHG     
   SELECT 20  0.61% 0.59% 1.20%4    
   GROWTH II  0.85% 0.30% 1.15%4    
   LARGE CAP VALUE  0.41% 0.59% 1.00%4    
   SMALL CAP VALUE  0.77% 0.43% 1.20%4    
   TECHNOLOGY & 
COMMUNICATIONS  0.61% 0.59% 1.20%4    
   STRONG     
   DISCOVERY FUND II   1.00% 0.21% 1.21%    
   GROWTH FUND II   1.00% 0.20% 1.20%5    
   OPPORTUNITY FUND II  1.00% 0.20% 1.20%    
   WARBURG PINCUS     
   INTERNATIONAL EQUITY   0.96% 0.40% 1.36%6    
   POST-VENTURE CAPITAL  0.62% 0.78% 1.40%7    
   SMALL COMPANY GROWTH  0.90% 0.26% 1.16%6    
1)  A portion of the brokerage commissions that certain Funds pay was
used to reduce Funds expenses. In addition, certain Funds have entered
into arrangements with their custodian and transfer agent whereby
interest earned on uninvested cash balances was used to reduce
custodian and transfer agent expenses. Including these reductions, the
total operating expenses presented in the table would have been .56%
for Equity-Income Portfolio, .67% for Growth Portfolio, .92% for
Overseas Portfolio, .73% for Asset Manager Portfolio, .71% for
Contrafund Portfolio, .85% for Asset Manager: Growth Portfolio, .76%
for Growth Opportunities Portfolio, and .71% for Balanced Portfolio.
2) FMR agreed to reimburse a portion of Index 500 Portfolio's expenses
during the period. Without this reimbursement, the Fund's management
fee, other expenses and total expenses would have been .28%, .15% and
 .43%, respectively.
   3) Morgan Stanley Asset Management Inc. with respect to the
Portfolios, has voluntarily agreed to waive receipt of its management
fees and agreed to reimburse the Portfolio, if necessary, if such fees
would cause the total annual operating expenses of the Portfolio to
exceed the respective percentage of average daily net assets.  Such
waiversand reimbursements may be modified or terminated at any time by
Morgan Stanley Asset Management Inc.    
   4) Pilgrim Baxter & Associates, Ltd. (the "Adviser") has
voluntarily agreed to waive or limit its Advisory Fees or assume Other
Expenses in an amount that operates to limit Total Operating Expenses
of the Portfolios to not more than of  the 1.20% of the average daily
net assets of the Growth II, Small Cap Value, Technology &
Communications and Select 20 Portfolios and to not more than 1.00% of
the average daily net assets of the Large Cap Value Portfolio, through
December 31, 1997. Total Operating  Expenses include, but are not
limited to, expenses such as investment advisory fees, transfer agent
fees and legal fees.  Such waivers of Advisory fees and possible
assumptions of Other Expenses by the Adviser is subject to a possible
reimbursement by the Portfolios in future years if such reimbursement
can be achieved within foregoing annual expense limits. Such fee
waiver/expense reimbursement arrangements may be modified or
terminated at any time after December 31, 1997. Absent such fee
waivers/expense reimbursements. the Advisory Fees and estimated Total
Operating Expenses for the Small Cap Value, Large Cap Value,
Technology & Communications and Select 20 Portfolios would be 1.00%
and 1.43%;.65% and 1.24%; .85% and 1.44%; and .85% and 1.44%,
respectively.  Given the projected asset size of the Growth II
Portfolio, it is not anticipated that a fee waiver or expense
reimbursement will be necessary with respect to that Portfolio.     
   5 Strong Capital Management, Inc., the investment Adviser, has
voluntarily agreed to cap the Fund's total operating expenses at
1.20%.  The Adviser has no current intention to, but may in the
future, discontinue or modify any waiver of fees or absorption of
expenses at its discretion with appropriate notification to its
shareholders.    
   6) Management Fees, Other Expenses and Total Annual Expenses for
the International Equity and Small Company Growth Portfolios are based
on actual expenses for the fiscal year ended December 31, 1996, net
any fee waivers or expense reimbursements. Without such waivers or
reimbursements, Management Fees would have equaled 1.00% and 0.90%,
Other Expenses would have equalled 0.40% and 0.27% and Total Annual
Expenses would have equalled 1.40% and 1.17% for the International
Equity and Small Company Growth Portfolios, respectively. The
Portfolios' investment adviser and co-administrator have undertaken to
limit each Portfolio's Total Annual Expenses to the limits shown in
the table above through December 31, 1997.    
   7) Absent the waiver of fees by the Post-Venture Capital
Portfolio's investment adviser and co-administrator, Management Fees
for the Post-Venture Capital Portfolio would equal 1.25%; Other
Expenses would equal 0.82%; and Total Annual Expenses would equal
2.07%. Other Expenses for the Post-Venture Capital Portfolio are based
on annualized estimates of expenses for the fiscal year ending
December 31, 1997, net of any fee waivers or expense reimbursements. 
The Portfolio's investment adviser and co-administrator have
undertaken to limit the Portfolio's Expenses to the limits shown in
the table above through December 31, 1997.     
  
5.FACTS ABOUT FILI, THE VARIABLE ACCOUNT, AND THE FUNDS
  
FILI
FILI is a stock life insurance company organized under the laws of the
State of Utah. FILI was organized in 1981 under the laws of the
Commonwealth of Pennsylvania and changed its home state to Utah in
1992. FILI is part of Fidelity Investments, a group of companies that
provides a variety of financial services and products. FILI is a
wholly-owned subsidiary of FMR Corp., the parent company of the
Fidelity companies. Through ownership of voting common stock, Edward
C. Johnson 3d, Johnson family members, and various trusts for the
benefit of Johnson family members form a controlling group with
respect to FMR Corp. FMR Corp. acquired FILI on December 30, 1986.
Immediately before the acquisition FILI (which was known by a
different name) had no outstanding assets or liabilities relating to
annuity or insurance contracts. FILI's financial statements appear in
the Statement of Additional Information. Our principal executive
offices are located at 82 Devonshire Street, Boston, Massachusetts
02109.
THE VARIABLE ACCOUNT
Fidelity Investments Variable Annuity Account I was established as a
separate investment account on July 22, 1987. It supports the
Contracts and other forms of variable annuity contracts, and may be
used for other purposes permitted by law.
The Variable Account is registered with the Securities and Exchange
Commission ("SEC") as a unit investment trust under the Investment
Company Act of 1940 ("1940 Act"). Financial statements for the
Variable Account are in the Statement of Additional Information.
FILI owns the assets in the Variable Account. The assets of the
Variable Account are kept separate from FILI's general account assets
and from any other separate accounts FILI may have, as required by
law. The assets of the Variable Account may not be charged with
liabilities from any other business FILI conducts. All income, gains
and losses concerning assets allocated to the Variable Account are
credited to or charged against the Variable Account without regard to
other income, gains or losses of FILI.  Assets are maintained in the
Variable Account at least equal to the reserves and other liabilities
of the Variable Account. If the assets exceed the required reserves
and other liabilities, FILI may transfer the excess to its general
account. FILI is obligated to provide all benefits under the
Contracts.
THE FUNDS
FIDELITY
The Funds are Variable Insurance Products Fund, Variable Insurance
Products Fund II, and Variable Insurance Products Fund III. Each Fund
is an open-end, diversified management investment company organized by
FMR and is the type of investment company commonly known as a series
mutual fund.
The investment objectives of the Portfolios of Variable Insurance
Products Fund, Variable Insurance Products Fund II, and Variable
Insurance Products Fund III are described below. There is of course no
assurance that any Portfolio will meet its investment objective.
Following the description of each Fidelity Portfolio is a graph
showing how your annuity income can fluctuate based on past investment
performance through December 31, 1996. Each graph shows the effect
that the Portfolio's investment performance would have had if a
Contract with a Benchmark Rate of Return of 5.0%, providing an initial
monthly annuity income of $500, was purchased on the date the
Portfolio commenced operations. Annuity income increases for a given
month if the annualized Net Rate of Return for that month is higher
than the Benchmark Rate of Return, and decreases for a given month if
the annualized Net Rate of Return is lower than the Benchmark Rate of
Return. The Purchase Payment necessary for an initial monthly annuity
income of $500 will vary depending on the age and sex of the Annuitant
(and Joint Annuitant, if any), the annuity income option and the first
Annuity Income Date. Suppose a 65 year old male who lives in a state
that does not charge a premium tax wishes to purchase $500 of initial
monthly variable annuity income beginning on the Contract Date. If
there is no Joint Annuitant and no guarantee period and he chooses a
5% Benchmark Rate of Return, the Purchase Payment needed would be
$73,793. If the purchaser were female, the Purchase Payment necessary
would be $82,687. This is because females have a longer life
expectancy than males.
All the graphs take into account all charges under the Contract and
the actual expenses of the Portfolios.  
Graphs for the Other Funds are not available.
 
PROSPECTUS CHARTS CUMULATIVE ONE MONTH TOTAL RETURNS      M&E   0.01
      BRR   0.05    Month # of DayAsset Manager
   Apr-82
   May-82     31
   Jun-82     30
   Jul-82     31
   Aug-82     31
   Sep-82     30
   Oct-82     31
   Nov-82     30
   Dec-82     31
   Jan-83     31
   Feb-83     28
   Mar-83     31
   Apr-83     30
   May-83     31
   Jun-83     30
   Jul-83     31
   Aug-83     31
   Sep-83     30
   Oct-83     31
   Nov-83     30
   Dec-83     31
   Jan-84     31
   Feb-84     29
   Mar-84     31
   Apr-84     30
   May-84     31
   Jun-84     30
   Jul-84     31
   Aug-84     31
   Sep-84     30
   Oct-84     31
   Nov-84     30
   Dec-84     31
   Jan-85     31
   Feb-85     28
   Mar-85     31
   Apr-85     30
   May-85     31
   Jun-85     30
   Jul-85     31
   Aug-85     31
   Sep-85     30
   Oct-85     31
   Nov-85     30
   Dec-85     31
   Jan-86     31
   Feb-86     28
   Mar-86     31
   Apr-86     30
   May-86     31
   Jun-86     30
   Jul-86     31
   Aug-86     31
   Sep-86     30
   Oct-86     31
   Nov-86     30
   Dec-86     31
   Jan-87     31
   Feb-87     28
   Mar-87     31
   Apr-87     30
   May-87     31
   Jun-87     30
   Jul-87     31
   Aug-87     31
   Sep-87     30
   Oct-87     31
   Nov-87     30
   Dec-87     31
   Jan-88     31
   Feb-88     29
   Mar-88     31
   Apr-88     30
   May-88     31
   Jun-88     30
   Jul-88     31
   Aug-88     31
   Sep-88     30
   Oct-88     31
   Nov-88     30
   Dec-88     31
   Jan-89     31
   Feb-89     28
   Mar-89     31
   Apr-89     30
   May-89     31
   Jun-89     30
   Jul-89     31
   Aug-89     31
   Sep-89     30               $  500
   Oct-89     31  0.2002100.11 $      499
   Nov-89     30  0.3996100.32 $      498
   Dec-89     31  0.3085100.22 $      497
   Jan-90     31  -2.20697.71% $      484
   Feb-90     28  1.0256100.95 $      486
   Mar-90     31  0.8121100.73 $      488
   Apr-90     30  -1.30998.61% $      479
   May-90     31  5.1020105.01 $      501
   Jun-90     30  0.7766100.69 $503
   Jul-90     31  -0.19299.72% $499
   Aug-90     31  -3.28196.64% $480
   Sep-90     30  -2.09597.82% $468
   Oct-90     31  0.5096100.42 $468
   Nov-90     30  4.8681104.78 $489
   Dec-90     31  2.9013102.81 $500
   Jan-91     31  4.7851104.70 $522
   Feb-91     28  3.9142103.83 $540
   Mar-91     31  1.6143101.53 $545
   Apr-91     30  1.5004101.42 $551
   May-91     31  2.2608102.17 $561
   Jun-91     30  -1.78598.13% $548
   Jul-91     31  2.5108102.42 $559
   Aug-91     31  2.0270101.94 $567
   Sep-91     30  0.5794100.50 $568
   Oct-91     31  0.6584100.57 $569
   Nov-91     30  -1.63598.28% $557
   Dec-91     31  4.3225104.23 $578
   Jan-92     31  1.2749101.19 $582
   Feb-92     29  1.9420101.86 $591
   Mar-92     31  -0.24399.67% $587
   Apr-92     30  1.4657101.38 $592
   May-92     31  1.0433100.96 $596
   Jun-92     30  -0.07999.84% $592
   Jul-92     31  1.6693101.58 $599
   Aug-92     31  -0.31299.60% $594
   Sep-92     30  0.6274100.54 $595
   Oct-92     31    0.16100.07 $593
   Nov-92     30    2.18102.10 $603
   Dec-92     31     1.6101.51 $610
   Jan-93     31     1.8101.71 $618
   Feb-93     28    0.94100.86 $621
   Mar-93     31    2.83102.74 $635
   Apr-93     30     0.6100.52 $636
   May-93     31     1.7101.61 $643
   Jun-93     30     0.8100.72 $645
   Jul-93     31    1.23101.14 $650
   Aug-93     31    2.92102.83 $666
   Sep-93     30    0.0799.99% $663
   Oct-93     31     2.7102.61 $677
   Nov-93     30   -0.1399.79% $673
   Dec-93     31    4.05103.96 $697
   Jan-94     31    3.18103.09 $716
   Feb-94     28   -3.1896.75% $690
   Mar-94     31    -4.795.22% $654
   Apr-94     30    0.0799.99% $651
   May-94     31    0.86100.77 $654
   Jun-94     30   -1.9198.01% $638
   Jul-94     31    1.73101.64 $646
   Aug-94     31    2.34102.25 $658
   Sep-94     30   -1.1898.74% $647
   Oct-94     31    0.49100.40 $647
   Nov-94     30   -1.4798.45% $634
   Dec-94     31    -2.297.72% $617
   Jan-95     31   -0.6599.27% $610
   Feb-95     28    1.62101.54 $617
   Mar-95     31    1.32101.23 $622
   Apr-95     30    1.59101.51 $629
   May-95     31    1.28101.19 $634
   Jun-95     30    0.84100.76 $636
   Jul-95     31    3.56103.47 $655
   Aug-95     31    1.21101.12 $660
   Sep-95     30    1.26101.18 $665
   Oct-95     31   -1.3198.61% $653
   Nov-95     30     2.6102.52 $667
   Dec-95     31    2.53102.44 $680
   Jan-96     31    2.15102.06 $692
   Feb-96     29   -0.2799.65% $686
   Mar-96     31    1.06100.97 $690
   Apr-96     30    1.05100.97 $694
   May-96     31    0.78100.69 $696
   Jun-96     30     0.9100.82 $699
   Jul-96     31   -1.6698.26% $684
   Aug-96     31     0.2100.11 $682
   Sep-96     30    3.64103.55 $703
   Oct-96     31    2.57102.48 $718
   Nov-96     30    4.95104.86 $750
   Dec-96     31   -1.4698.46% $735Listed in Order           Max   750
to match MFPR             Min   468
N.FIA
6
6.THE PORTFOLIOS
 
ASSET MANAGER PORTFOLIO of Variable Insurance Products Fund II seeks
high total return with reduced risk over the long-term by allocating
its assets among stocks, bonds and short-term, fixed income
instruments.    The fund may be appropriate for investors who want to
diversify among domestic and foreign stocks, bonds, short-term
instruments and other types of securities, the fund spreads its assets
among all three asset classes moderating both its risk and return
potential. Because the fund owns different types of investments, the
performance is affected by a variety of factors. The value of the
fund's investments and the income generated will vary from day to day,
and generally reflect interest rates, market conditions, and other
company, political and economic news. Performance also depends on
FMR's skills in allocating assets. The graph below is based on a 5%
Benchmark Rate of Return and initial monthly annuity income of
$500.    
 
7
N.FIA
MONEY MARKET PORTFOLIO of Variable Insurance Products Fund seeks to
obtain as high a level of current income as is consistent with
preserving capital and providing liquidity. It invests only in
high-quality money market instruments.    The fund may be appropriate
for investors who would like to earn income at current money market
rates while preserving the value of their investment. The fund is
managed to keep its share price stable at $1.00. The rate of income
will vary from day to day, generally reflecting short-term interest
rates. The graph below is based on a 5% Benchmark Rate of Return and
initial monthly annuity income of $500.    
     
PROSPECTUS CHARTS   CUMULATIVE ONE MONTH TOTAL RETURNS  
     
M&E 0.01    
BRR 0.05    
     
Month # of Days  Money Market  
Apr-82     $500 
May-82  31  1.1551967 101.07% $503 
Jun-82  30  1.1206 101.04% $506 
Jul-82  31  1.1753961 101.09% $510 
Aug-82  31  1.0274021 100.94% $513 
Sep-82  30  0.8941036 100.81% $515 
Oct-82  31  0.8633956 100.78% $516 
Nov-82  30  0.796296 100.71% $518 
Dec-82  31  0.7668009 100.68% $519 
Jan-83  31  0.7207956 100.63% $521 
Feb-83  28  0.6326003 100.56% $521 
Mar-83  31  0.6980001 100.61% $523 
Apr-83  30  0.6815044 100.60% $524 
May-83  31  0.6908034 100.60% $525 
Jun-83  30  0.6833043 100.60% $526 
Jul-83  31  0.7715994 100.69% $527 
Aug-83  31  0.8024995 100.72% $529 
Sep-83  30  0.7852997 100.70% $530 
Oct-83  31  0.8010033 100.71% $532 
Nov-83  30  0.762901 100.68% $533 
Dec-83  31  0.7701022 100.68% $535 
Jan-84  31  0.7744037 100.69% $536 
Feb-84  29  0.7273033 100.65% $537 
Mar-84  31  0.7961988 100.71% $539 
Apr-84  30  0.8027994 100.72% $541 
May-84  31  0.8503022 100.76% $543 
Jun-84  30  0.8510969 100.77% $545 
Jul-84  31  0.9054974 100.82% $547 
Aug-84  31  0.9200967 100.83% $549 
Sep-84  30  0.8994014 100.82% $551 
Oct-84  31  0.8951025 100.81% $553 
Nov-84  30  0.7933963 100.71% $555 
Dec-84  31  0.7501987 100.66% $557 
Jan-85  31  0.7073964 100.62% $558 
Feb-85  28  0.6158981 100.54% $559 
Mar-85  31  0.6979029 100.61% $560 
Apr-85  30  0.6827012 100.60% $561 
May-85  31  0.6837033 100.60% $562 
Jun-85  30  0.620502 100.54% $563 
Jul-85  31  0.6286972 100.54% $563 
Aug-85  31  0.6338018 100.55% $564 
Sep-85  30  0.6170022 100.53% $565 
Oct-85  31  0.647698 100.56% $566 
Nov-85  30  0.6324972 100.55% $566 
Dec-85  31  0.6539969 100.57% $567 
Jan-86  31  0.6492981 100.56% $568 
Feb-86  28  0.5747013 100.50% $569 
Mar-86  31  0.6217 100.54% $570 
Apr-86  30  0.5702999 100.49% $570 
May-86  31  0.5577013 100.47% $570 
Jun-86  30  0.5377009 100.45% $571 
Jul-86  31  0.5469971 100.46% $571 
Aug-86  31  0.5245982 100.44% $571 
Sep-86  30  0.4765015 100.39% $571 
Oct-86  31  0.4853992 100.40% $571 
Nov-86  30  0.465399 100.38% $571 
Dec-86  31  0.4898978 100.40% $571 
Jan-87  31  0.4959014 100.41% $571 
Feb-87  28  0.4339993 100.36% $571 
Mar-87  31  0.4838032 100.40% $570 
Apr-87  30  0.4793971 100.40% $570 
May-87  31  0.5206027 100.43% $571 
Jun-87  30  0.5225005 100.44% $571 
Jul-87  31  0.5405006 100.45% $571 
Aug-87  31  0.5392987 100.45% $571 
Sep-87  30  0.5335983 100.45% $572 
Oct-87  31  0.5748011 100.49% $572 
Nov-87  30  0.5404031 100.46% $572 
Dec-87  31  0.5941027 100.51% $573 
Jan-88  31  0.5755989 100.49% $573 
Feb-88  29  0.5129999 100.43% $573 
Mar-88  31  0.5410021 100.46% $574 
Apr-88  30  0.5224008 100.44% $574 
May-88  31  0.5544983 100.47% $574 
Jun-88  30  0.5581998 100.48% $575 
Jul-88  31  0.5988009 100.51% $575 
Aug-88  31  0.6322979 100.55% $576 
Sep-88  30  0.634001 100.55% $577 
Oct-88  31  0.6583016 100.57% $578 
Nov-88  30  0.6482004 100.57% $579 
Dec-88  31  0.7118006 100.63% $580 
Jan-89  31  0.7367008 100.65% $581 
Feb-89  28  0.6686995 100.59% $582 
Mar-89  31  0.7767009 100.69% $584 
Apr-89  30  0.7711993 100.69% $586 
May-89  31  0.7940976 100.71% $587 
Jun-89  30  0.7485009 100.67% $589 
Jul-89  31  0.7510998 100.67% $590 
Aug-89  31  0.7271001 100.64% $592 
Sep-89  30  0.7142016 100.63% $593 
Oct-89  31  0.6886017 100.60% $594 
Nov-89  30  0.6751022 100.59% $595 
Dec-89  31  0.7064995 100.62% $597 
Jan-90  31  0.6572006 100.57% $597 
Feb-90  28  0.604301 100.53% $598 
Mar-90  31  0.6900978 100.60% $600 
Apr-90  30  0.6282014 100.55% $600 
May-90  31  0.6695999 100.58% $601 
Jun-90  30  0.6415996 100.56% $602 
Jul-90  31  0.6609007 100.58% $603 
Aug-90  31  0.6495014 100.56% $604 
Sep-90  30  0.6266014 100.54% $605 
Oct-90  31  0.6520019 100.57% $606 
Nov-90  30  0.6280996 100.55% $607 
Dec-90  31  0.6477023 100.56% $608 
Jan-91  31  0.6361001 100.55% $608 
Feb-91  28  0.536698 100.46% $609 
Mar-91  31  0.4989003 100.41% $609 
Apr-91  30  0.559899 100.48% $609 
May-91  31  0.5006005 100.41% $609 
Jun-91  30  0.4399003 100.36% $609 
Jul-91  31  0.5182996 100.43% $609 
Aug-91  31  0.4647019 100.38% $609 
Sep-91  30  0.4693988 100.39% $609 
Oct-91  31  0.4531011 100.37% $609 
Nov-91  30  0.4097006 100.33% $608 
Dec-91  31  0.4390991 100.35% $608 
Jan-92  31  0.4072994 100.32% $607 
Feb-92  29  0.338802 100.26% $606 
Mar-92  31  0.3670011 100.28% $606 
Apr-92  30  0.3301992 100.25% $605 
May-92  31  0.3033992 100.22% $604 
Jun-92  30  0.3294019 100.25% $603 
Jul-92  31  0.3101017 100.22% $601 
Aug-92  31  0.3006013 100.22% $600 
Sep-92  30  0.2839007 100.20% $599 
Oct-92  31  0.28 100.19% $598 
Nov-92  30  0.29 100.21% $597 
Dec-92  31  0.3 100.21% $595 
Jan-93  31  0.28 100.19% $594 
Feb-93  28  0.26 100.18% $593 
Mar-93  31  0.29 100.20% $592 
Apr-93  30  0.26 100.18% $590 
May-93  31  0.24 100.15% $589 
Jun-93  30  0.29 100.21% $588 
Jul-93  31  0.26 100.17% $586 
Aug-93  31  0.27 100.18% $585 
Sep-93  30  0.25 100.17% $584 
Oct-93  31  0.24 100.15% $582 
Nov-93  30  0.27 100.19% $581 
Dec-93  31  0.27 100.18% $580 
Jan-94  31  0.27 100.18% $578 
Feb-94  28  0.24 100.16% $577 
Mar-94  31  0.29 100.20% $576 
Apr-94  30  0.28 100.20% $575 
May-94  31  0.34 100.25% $574 
Jun-94  30  0.34 100.26% $573 
Jul-94  31  0.34 100.25% $572 
Aug-94  31  0.4 100.31% $571 
Sep-94  30  0.38 100.30% $571 
Oct-94  31  0.41 100.32% $570 
Nov-94  30  0.41 100.33% $570 
Dec-94  31  0.45 100.36% $570 
Jan-95  31  0.5 100.41% $570 
Feb-95  28  0.45 100.37% $569 
Mar-95  31  0.5 100.41% $569 
Apr-95  30  0.45 100.37% $569 
May-95  31  0.53 100.44% $569 
Jun-95  30  0.48 100.40% $569 
Jul-95  31  0.49 100.40% $569 
Aug-95  31  0.48 100.39% $569 
Sep-95  30  0.45 100.37% $569 
Oct-95  31  0.49 100.40% $569 
Nov-95  30  0.46 100.38% $569 
Dec-95  31  0.44 100.35% $568 
Jan-96  31  0.49 100.40% $568 
Feb-96  29  0.42 100.34% $568 
Mar-96  31  0.41 100.32% $568 
Apr-96  30  0.45 100.37% $567 
May-96  31  0.43 100.34% $567 
Jun-96  30  0.39 100.31% $567 
Jul-96  31  0.47 100.38% $566 
Aug-96  31  0.43 100.34% $566 
Sep-96  30  0.45 100.37% $566 
Oct-96  31  0.45 100.36% $565 
Nov-96  30  0.42 100.34% $565 
Dec-96  31  0.46 100.37% $565 
     
     
Listed in Order    Max 609 
to match MFPR    Min 500 
     
 
 
N.FIA
8
PROSPECTUS CHARTS   CUMULATIVE ONE MONTH TOTAL RETURNS      
         
M&E 0.01        
BRR 0.05        
         
Month # of Days  Investment Grade Bond      
Apr-82         
May-82  31        
Jun-82  30        
Jul-82  31        
Aug-82  31        
Sep-82  30        
Oct-82  31        
Nov-82  30        
Dec-82  31        
Jan-83  31        
Feb-83  28        
Mar-83  31        
Apr-83  30        
May-83  31        
Jun-83  30        
Jul-83  31        
Aug-83  31        
Sep-83  30        
Oct-83  31        
Nov-83  30        
Dec-83  31        
Jan-84  31        
Feb-84  29        
Mar-84  31        
Apr-84  30        
May-84  31        
Jun-84  30        
Jul-84  31        
Aug-84  31        
Sep-84  30        
Oct-84  31        
Nov-84  30        
Dec-84  31        
Jan-85  31        
Feb-85  28        
Mar-85  31        
Apr-85  30        
May-85  31        
Jun-85  30        
Jul-85  31        
Aug-85  31        
Sep-85  30        
Oct-85  31        
Nov-85  30        
Dec-85  31        
Jan-86  31        
Feb-86  28        
Mar-86  31        
Apr-86  30        
May-86  31        
Jun-86  30        
Jul-86  31        
Aug-86  31        
Sep-86  30        
Oct-86  31        
Nov-86  30        
Dec-86  31        
Jan-87  31        
Feb-87  28        
Mar-87  31        
Apr-87  30        
May-87  31        
Jun-87  30        
Jul-87  31        
Aug-87  31        
Sep-87  30        
Oct-87  31        
Nov-87  30        
Dec-87  31        
Jan-88  31        
Feb-88  29        
Mar-88  31        
Apr-88  30        
May-88  31        
Jun-88  30        
Jul-88  31        
Aug-88  31        
Sep-88  30        
Oct-88  31        
Nov-88  30        
Dec-88  31     $      500     
Jan-89  31  0.869186 100.78%  $      502     
Feb-89  28  0.221311 100.14%  $      501     
Mar-89  31  0.620951 100.54%  $      501     
Apr-89  30  1.113731 101.03%  $      504     
May-89  31  1.114192 101.03%  $      507     
Jun-89  30  1.923973 101.84%  $      515     
Jul-89  31  1.559888 101.47%  $      520     
Aug-89  31  -0.79695 99.12%  $      513     
Sep-89  30  0.39447 100.31%  $      513     
Oct-89  31  1.548237 101.46% $518     
Nov-89  30  0.860446 100.78% $520     
Dec-89  31  0.408394 100.32% $520     
Jan-90  31  -0.22762 99.69% $516     
Feb-90  28  0.567202 100.49% $517     
Mar-90  31  0.303621 100.22% $516     
Apr-90  30  0.042414 99.96% $513     
May-90  31  1.569926 101.48% $519     
Jun-90  30  0.780087 100.70% $520     
Jul-90  31  0.99278 100.91% $523     
Aug-90  31  -0.00955 99.91% $520     
Sep-90  30  0.391026 100.31% $520     
Oct-90  31  0.006187 99.92% $517     
Nov-90  30  0.602254 100.52% $518     
Dec-90  31  1.040954 100.95% $521     
Jan-91  31  0.201613 100.12% $519     
Feb-91  28  1.006036 100.93% $522     
Mar-91  31  1.693227 101.61% $528     
Apr-91  30  1.469148 101.39% $533     
May-91  31  0.772201 100.69% $535     
Jun-91  30  0.191571 100.11% $533     
Jul-91  31  0.860421 100.77% $535     
Aug-91  31  2.085308 102.00% $543     
Sep-91  30  1.85701 101.77% $551     
Oct-91  31  1.093892 101.01% $554     
Nov-91  30  1.082056 101.00% $557     
Dec-91  31  2.984977 102.90% $571     
Jan-92  31  -0.99278 98.92% $563     
Feb-92  29  0.54725 100.47% $563     
Mar-92  31  -0.18198 99.73% $559     
Apr-92  30  0.729262 100.65% $561     
May-92  31  1.538462 101.45% $566     
Jun-92  30  1.158645 101.08% $570     
Jul-92  31  2.026432 101.94% $579     
Aug-92  31  0.604491 100.52% $580     
Sep-92  30  1.201717 101.12% $584     
Oct-92  31  -1.27 98.65% $573     
Nov-92  30  -0.26 99.66% $569     
Dec-92  31  1.42 101.33% $574     
Jan-93  31  2.1 102.01% $583     
Feb-93  28  1.7 101.62% $591     
Mar-93  31  0.44 100.35% $590     
Apr-93  30  0.61 100.53% $591     
May-93  31  0.17 100.08% $589     
Jun-93  30  1.91 101.83% $597     
Jul-93  31  0.68 100.59% $599     
Aug-93  31  1.78 101.69% $606     
Sep-93  30  0.5 100.42% $606     
Oct-93  31  0.5 100.41% $606     
Nov-93  30  -0.49 99.43% $600     
Dec-93  31  0.59 100.50% $601     
Jan-94  31  1.13 101.04% $605     
Feb-94  28  -1.64 98.28% $592     
Mar-94  31  -2.28 97.64% $576     
Apr-94  30  -0.9 99.02% $568     
May-94  31  -0.27 99.64% $563     
Jun-94  30  -0.27 99.65% $559     
Jul-94  31  1.64 101.55% $566     
Aug-94  31  0.09 100.00% $563     
Sep-94  30  -1.08 98.84% $554     
Oct-94  31  0.09 100.00% $552     
Nov-94  30  0.18 100.10% $550     
Dec-94  31  -0.45 99.47% $545     
Jan-95  31  1.45 101.36% $550     
Feb-95  28  1.93 101.85% $559     
Mar-95  31  0.64 100.55% $559     
Apr-95  30  1.36 101.28% $564     
May-95  31  4.01 103.92% $584     
Jun-95  30  0.77 100.69% $586     
Jul-95  31  -0.34 99.57% $581     
Aug-95  31  1.19 101.10% $585     
Sep-95  30  0.93 100.85% $587     
Oct-95  31  1.34 101.25% $592     
Nov-95  30  1.48 101.40% $598     
Dec-95  31  1.38 101.29% $603     
Jan-96  31  0.64 100.55% $604     
Feb-96  29  -1.83 98.09% $590     
Mar-96  31  -0.77 99.15% $583     
Apr-96  30  -0.6 99.32% $576     
May-96  31  -0.17 99.74% $573     
Jun-96  30  1.21 101.13% $577     
Jul-96  31  0.26 100.17% $575     
Aug-96  31  -0.09 99.82% $572     
Sep-96  30  1.62 101.54% $578     
Oct-96  31  2.19 102.10% $588     
Nov-96  30  1.65 101.57% $595     
Dec-96  31  -0.89 99.03% $587     
         
         
Listed in Order    Max 606     
to match MFPR    Min 500     
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
         
INVESTMENT GRADE BOND PORTFOLIO of Variable Insurance Products Fund II
seeks as high a level of current income as is consistent with the
preservation of capital by investing in a broad range of
investment-grade fixed-income securities.    The fund may be
appropriate for investors who want high current income from a
portfolio of investment-grade debt securities. A fund's level of risk
and potential reward depend on the quality and maturity of its
investments. With its focus on medium- to high-quality investments,
the fund has a moderate risk level and yield potential. The graph
below is based on a 5% Benchmark Rate of Return and initial monthly
annuity income of $500.    
 
 
9
N.FIA
HIGH INCOME PORTFOLIO of Variable Insurance Products Fund seeks to
obtain a high level of current income by investing primarily in
high-yielding, lower-rated, fixed-income securities. In choosing these
securities growth of capital will also be considered.    A fund's
level of risk and potential reward depend on the quality and maturity
of its investments. The fund is for long-term, aggressive investors
who understand the potential risks and rewards of investing in
lower-quality debt, including defaulted securities. Investors must be
willing to accept the fund's greater price movements and credit risks.
The graph below is based on a 5% Benchmark Rate of Return and initial
monthly annuity income of $500.    
 
PROSPECTUS CHARTS CUMULATIVE ONE MONTH TOTAL RETURNS
      M&E   0.01
      BRR   0.05
    Month # of DayHigh Income
   Apr-82
   May-82     31
   Jun-82     30
   Jul-82     31
   Aug-82     31
   Sep-82     30
   Oct-82     31
   Nov-82     30
   Dec-82     31
   Jan-83     31
   Feb-83     28
   Mar-83     31
   Apr-83     30
   May-83     31
   Jun-83     30
   Jul-83     31
   Aug-83     31
   Sep-83     30
   Oct-83     31
   Nov-83     30
   Dec-83     31
   Jan-84     31
   Feb-84     29
   Mar-84     31
   Apr-84     30
   May-84     31
   Jun-84     30
   Jul-84     31
   Aug-84     31
   Sep-84     30
   Oct-84     31
   Nov-84     30
   Dec-84     31
   Jan-85     31
   Feb-85     28
   Mar-85     31
   Apr-85     30
   May-85     31
   Jun-85     30
   Jul-85     31
   Aug-85     31
   Sep-85     30               $  500
   Oct-85     31    1.25101.16 $      504
   Nov-85     30    1.44101.36 $      509
   Dec-85     31    3.34103.25 $      523
   Jan-86     31    1.24101.15 $      527
   Feb-86     28    3.38103.30 $      542
   Mar-86     31    2.47102.38 $      553
   Apr-86     30     1.7101.62 $      559
   May-86     31    1.53101.44 $      565
   Jun-86     30    1.26101.18 $      569
   Jul-86     31    -0.399.61% $      565
   Aug-86     31     0.4100.31 $      564
   Sep-86     30    0.85100.77 $      566
   Oct-86     31    2.99102.90 $      580
   Nov-86     30    0.32100.24 $      579
   Dec-86     31    0.63100.54 $      580
   Jan-87     31    3.65103.56 $      598
   Feb-87     28    1.73101.65 $      606
   Mar-87     31    0.91100.82 $      608
   Apr-87     30   -3.1396.79% $      587
   May-87     31   -0.9398.99% $      578
   Jun-87     30    2.16102.08 $      588
   Jul-87     31    0.11100.02 $      586
   Aug-87     31    0.83100.74 $      588
   Sep-87     30   -3.4896.44% $      564
   Oct-87     31   -4.7895.14% $      535
   Nov-87     30    2.95102.86 $      548
   Dec-87     31     1.6101.51 $      554
   Jan-88     31    3.29103.20 $      569
   Feb-88     29    2.99102.91 $      583
   Mar-88     31   -0.7299.20% $      576
   Apr-88     30    0.78100.70 $      578
   May-88     31   -0.1599.76% $      574
   Jun-88     30     2.1102.02 $      584
   Jul-88     31    1.04100.95 $      587
   Aug-88     31   -0.4899.44% $      581
   Sep-88     30     0.8100.72 $      583
   Oct-88     31    1.09101.00 $      586
   Nov-88     30   -0.3899.54% $      581
   Dec-88     31    0.79100.70 $      583
   Jan-89     31     2.4102.31 $      594
   Feb-89     28    0.49100.41 $      594
   Mar-89     31   -1.2898.64% $      584
   Apr-89     30   -1.1198.81% $      574
   May-89     31    1.85101.76 $      582
   Jun-89     30    2.86102.78 $      596
   Jul-89     31   -0.6699.26% $      589
   Aug-89     31   -0.5899.34% $      582
   Sep-89     30    -3.596.42% $      559
   Oct-89     31   -4.2995.63% $      533
   Nov-89     30    0.08100.00 $      531
   Dec-89     31   -0.2799.64% $      527
   Jan-90     31   -2.2197.71% $      512
   Feb-90     28   -1.5498.38% $      502
   Mar-90     31   -1.0698.86% $      494
   Apr-90     30     0.3100.22 $      493
   May-90     31    2.05101.96 $      501
   Jun-90     30    1.58101.50 $      507
   Jul-90     31    1.54101.45 $      512
   Aug-90     31   -1.6798.25% $      501
   Sep-90     30   -2.3797.55% $      486
   Oct-90     31   -2.4397.49% $      472
   Nov-90     30    2.35102.27 $      481
   Dec-90     31     1.4101.31 $      485
   Jan-91     31    2.12102.03 $      493
   Feb-91     28    5.54105.46 $      518
   Mar-91     31    3.54103.45 $      534
   Apr-91     30    3.55103.46 $      550
   May-91     31    1.47101.38 $      555
   Jun-91     30    2.17102.09 $      565
   Jul-91     31    3.78103.69 $      583
   Aug-91     31    1.37101.28 $      588
   Sep-91     30    2.24102.16 $      598
   Oct-91     31     3.4103.31 $      616
   Nov-91     30    0.85100.77 $      618
   Dec-91     31    0.53100.44 $      618
   Jan-92     31    5.34105.25 $      648
   Feb-92     29    3.63103.55 $      668
   Mar-92     31    3.23103.14 $      686
   Apr-92     30    0.71100.63 $      688
   May-92     31     1.2101.11 $      693
   Jun-92     30    1.09101.01 $      697
   Jul-92     31    1.96101.87 $      707
   Aug-92     31    2.12102.03 $      718
   Sep-92     30    1.04100.96 $      722
   Oct-92     31   -1.4998.43% $      708
   Nov-92     30    1.23101.15 $      713
   Dec-92     31    1.03100.94 $      717
   Jan-93     31    2.68102.59 $      733
   Feb-93     28    1.71101.63 $      742
   Mar-93     31    2.31102.22 $      755
   Apr-93     30    0.66100.58 $      756
   May-93     31    1.49101.40 $      764
   Jun-93     30    2.58102.50 $      780
   Jul-93     31    0.99100.90 $      784
   Aug-93     31    1.07100.98 $      788
   Sep-93     30    0.35100.27 $      787
   Oct-93     31    2.36102.27 $      802
   Nov-93     30    0.94100.86 $      805
   Dec-93     31    1.61101.52 $      814
   Jan-94     31    3.34103.25 $      837
   Feb-94     28   -0.1299.80% $      832
   Mar-94     31   -3.3796.55% $      800
   Apr-94     30   -1.0198.91% $      788
   May-94     31    0.19100.10 $      786
   Jun-94     30   -0.3799.55% $      779
   Jul-94     31    0.37100.28 $      778
   Aug-94     31       099.91% $      774
   Sep-94     30    0.74100.66 $      776
   Oct-94     31   -0.9299.00% $      765
   Nov-94     30   -0.8399.09% $      755
   Dec-94     31    0.56100.47 $      756
   Jan-95     31    1.12101.03 $      760
   Feb-95     28    3.43103.35 $      783
   Mar-95     31    1.25101.16 $      789
   Apr-95     30    2.93102.85 $      808
   May-95     31    2.57102.48 $      825
   Jun-95     30    0.27100.19 $      823
   Jul-95     31    2.41102.32 $      838
   Aug-95     31    0.79100.70 $      841
   Sep-95     30    1.65101.57 $      851
   Oct-95     31    0.94100.85 $      854
   Nov-95     30    0.51100.43 $      855
   Dec-95     31    1.18101.09 $      860
   Jan-96     31    2.32102.23 $      876
   Feb-96     29    1.65101.57 $      886
   Mar-96     31   -0.2699.65% $      880
   Apr-96     30    1.49101.41 $      888
   May-96     31    1.38101.29 $      896
   Jun-96     30    0.51100.43 $      896
   Jul-96     31   -0.3499.57% $      889
   Aug-96     31    1.45101.36 $      897
   Sep-96     30    2.94102.86 $      919
   Oct-96     31   -0.3399.58% $      912
   Nov-96     30    1.06100.98 $      917
   Dec-96     31    1.38101.29 $      925
Listed in Order           Max   925
to match MFPR             Min   472
 
 
N.FIA
10
EQUITY-INCOME PORTFOLIO of Variable Insurance Products Fund seeks
reasonable income by investing primarily in income-producing equity
securities. In choosing these securities the Portfolio will also
consider the potential for capital appreciation. The Portfolio's goal
is to achieve a yield which exceeds the composite yield on the
securities comprising the Standard & Poor's 500 Composite Stock Price
Index.    The fund may be appropriate for investors who are willing to
ride out stock market fluctuations in pursuit of potentially high
long-term returns. The fund is designed for those who want some income
from equity and bond investments, but also want to be invested in the
stock market for its long-term growth potential. The graph below is
based on a 5% Benchmark Rate of Return and initial monthly annuity
income of $500.    
 
PROSPECTUS CHARTS CUMULATIVE ONE MONTH TOTAL RETURNS
      M&E   0.01
      BRR   0.05
    Month # of DayEquity Income
   Apr-82
   May-82     31
   Jun-82     30
   Jul-82     31
   Aug-82     31
   Sep-82     30
   Oct-82     31
   Nov-82     30
   Dec-82     31
   Jan-83     31
   Feb-83     28
   Mar-83     31
   Apr-83     30
   May-83     31
   Jun-83     30
   Jul-83     31
   Aug-83     31
   Sep-83     30
   Oct-83     31
   Nov-83     30
   Dec-83     31
   Jan-84     31
   Feb-84     29
   Mar-84     31
   Apr-84     30
   May-84     31
   Jun-84     30
   Jul-84     31
   Aug-84     31
   Sep-84     30
   Oct-84     31
   Nov-84     30
   Dec-84     31
   Jan-85     31
   Feb-85     28
   Mar-85     31
   Apr-85     30
   May-85     31
   Jun-85     30
   Jul-85     31
   Aug-85     31
   Sep-85     30
   Oct-85     31
   Nov-85     30
   Dec-85     31
   Jan-86     31
   Feb-86     28
   Mar-86     31
   Apr-86     30
   May-86     31
   Jun-86     30
   Jul-86     31
   Aug-86     31
   Sep-86     30
   Oct-86     31               $  500
   Nov-86     30  2.1760102.09 $      508
   Dec-86     31  -3.00096.92% $      491
   Jan-87     31  11.477111.38 $      544
   Feb-87     28  2.3276102.25 $      554
   Mar-87     31  2.5387102.45 $566
   Apr-87     30  -2.48997.43% $549
   May-87     31  0.6161100.53 $550
   Jun-87     30  2.0845102.00 $558
   Jul-87     31  3.8095103.72 $577
   Aug-87     31  2.7522102.66 $590
   Sep-87     30  -2.09897.82% $574
   Oct-87     31  -19.5180.42% $460
   Nov-87     30  -4.47495.45% $437
   Dec-87     31  5.1119105.02 $457
   Jan-88     31  7.1125107.02 $488
   Feb-88     29  4.9554104.87 $509
   Mar-88     31  -1.74098.18% $498
   Apr-88     30  1.6553101.57 $504
   May-88     31  1.3409101.25 $508
   Jun-88     30  5.6892105.60 $534
   Jul-88     31  -0.18199.73% $531
   Aug-88     31  -1.72498.19% $519
   Sep-88     30  2.9714102.89 $532
   Oct-88     31  1.7257101.64 $538
   Nov-88     30  -1.60798.31% $527
   Dec-88     31  0.9128100.83 $529
   Jan-89     31  6.1762106.09 $559
   Feb-89     28  -0.51399.41% $554
   Mar-89     31  2.1660102.08 $563
   Apr-89     30  3.8593103.77 $582
   May-89     31  2.9727102.88 $596
   Jun-89     30  0.068599.99% $594
   Jul-89     31  5.8299105.74 $625
   Aug-89     31  1.6067101.52 $632
   Sep-89     30  -1.12498.79% $622
   Oct-89     31  -5.76994.15% $583
   Nov-89     30  0.5714100.49 $584
   Dec-89     31  0.8345100.75 $585
   Jan-90     31  -6.75393.17% $543
   Feb-90     28  0.5926100.52 $544
   Mar-90     31  0.1648100.08 $542
   Apr-90     30  -3.46796.45% $521
   May-90     31  6.6162106.53 $552
   Jun-90     30  -0.99598.92% $544
   Jul-90     31  -2.44597.47% $528
   Aug-90     31  -7.98591.94% $484
   Sep-90     30  -7.75792.17% $444
   Oct-90     31  -2.54997.37% $431
   Nov-90     30  7.1672107.08 $459
   Dec-90     31  2.3267102.24 $468
   Jan-91     31  5.3627105.27 $490
   Feb-91     28  6.8862106.80 $522
   Mar-91     31  2.0743101.99 $530
   Apr-91     30  0.4672100.38 $530
   May-91     31  5.4883105.40 $556
   Jun-91     30  -4.08895.83% $531
   Jul-91     31  5.6691105.58 $558
   Aug-91     31  2.1108102.02 $567
   Sep-91     30  -0.68699.23% $560
   Oct-91     31  1.6652101.58 $567
   Nov-91     30  -4.31095.61% $540
   Dec-91     31  7.9025107.81 $579
   Jan-92     31  1.3502101.26 $584
   Feb-92     29  3.2472103.16 $601
   Mar-92     31  -1.22598.69% $590
   Apr-92     30  3.1327103.05 $606
   May-92     31  0.7993100.71 $608
   Jun-92     30  -0.87599.04% $599
   Jul-92     31  3.0645102.98 $615
   Aug-92     31  -2.19097.73% $598
   Sep-92     30  1.0381100.95 $601
   Oct-92     31     1.2101.11 $606
   Nov-92     30    3.63103.54 $625
   Dec-92     31    2.82102.73 $639
   Jan-93     31    2.99102.90 $655
   Feb-93     28    2.25102.17 $667
   Mar-93     31    2.98102.89 $683
   Apr-93     30   -0.4299.50% $677
   May-93     31    1.81101.72 $686
   Jun-93     30    1.18101.10 $690
   Jul-93     31    1.36101.27 $696
   Aug-93     31    3.83103.74 $719
   Sep-93     30   -0.3899.54% $713
   Oct-93     31    0.91100.82 $716
   Nov-93     30   -1.7598.17% $700
   Dec-93     31    2.31102.22 $713
   Jan-94     31     4.4104.31 $740
   Feb-94     28   -2.5897.34% $718
   Mar-94     31   -4.1895.74% $685
   Apr-94     30    3.45103.36 $705
   May-94     31    0.95100.86 $708
   Jun-94     30   -0.6299.30% $700
   Jul-94     31    3.34103.25 $720
   Aug-94     31    5.15105.06 $753
   Sep-94     30   -1.6498.28% $737
   Oct-94     31    2.05101.96 $749
   Nov-94     30   -3.2796.65% $721
   Dec-94     31    0.33100.24 $720
   Jan-95     31    1.56101.47 $727
   Feb-95     28    3.81103.73 $751
   Mar-95     31    3.45103.36 $773
   Apr-95     30    2.78102.70 $791
   May-95     31    3.01102.92 $811
   Jun-95     30    1.44101.36 $819
   Jul-95     31    3.85103.76 $846
   Aug-95     31    1.25101.16 $852
   Sep-95     30    3.32103.23 $876
   Oct-95     31   -1.1598.77% $862
   Nov-95     30    4.32104.23 $895
   Dec-95     31    2.93102.84 $916
   Jan-96     31    2.91102.82 $938
   Feb-96     29    0.34100.26 $937
   Mar-96     31    1.05100.96 $942
   Apr-96     30     1.3101.22 $950
   May-96     31    1.08100.99 $955
   Jun-96     30   -0.9299.00% $942
   Jul-96     31   -4.8895.04% $892
   Aug-96     31    2.05101.96 $905
   Sep-96     30    4.28104.19 $939
   Oct-96     31    1.62101.53 $950
   Nov-96     30    6.69106.60$1,009
   Dec-96     31   -1.6498.28% $987
Listed in Order           Max 1,009
to match MFPR             Min   431
 
 
11
N.FIA
INDEX 500 PORTFOLIO of Variable Insurance Products Fund II seeks to
provide investment results that correspond to the total return (i.e.
the combination of capital changes and income) of common stocks
publicly traded in the United States. In seeking this objective, the
Portfolio attempts to duplicate the composition and total return of
the Standard & Poor's 500 Composite Stock Price Index.    The fund may
be appropriate for investors who are willing to ride out stock market
fluctuations in pursuit of potentially high long-term returns. The
fund is designed for those who want to pursue growth of capital and
current income through a portfolio of securities that broadly
represents the U.S. stock market, as measured by the S&P 500. The fund
seeks to keep expenses low as it attempts to match the return of the
S&P 500. Because the fund seeks to track, rather than beat, the
performance of the S&P 500, it is not managed in the same manner as
other mutual funds. The graph below is based on a 5% Benchmark Rate of
Return and initial monthly annuity income of $500.    
 
PROSPECTUS CHARTS CUMULATIVE ONE MONTH TOTAL RETURNS
      M&E   0.01
      BRR   0.05
    Month # of DayIndex 500
   Apr-82
   May-82     31
   Jun-82     30
   Jul-82     31
   Aug-82     31
   Sep-82     30
   Oct-82     31
   Nov-82     30
   Dec-82     31
   Jan-83     31
   Feb-83     28
   Mar-83     31
   Apr-83     30
   May-83     31
   Jun-83     30
   Jul-83     31
   Aug-83     31
   Sep-83     30
   Oct-83     31
   Nov-83     30
   Dec-83     31
   Jan-84     31
   Feb-84     29
   Mar-84     31
   Apr-84     30
   May-84     31
   Jun-84     30
   Jul-84     31
   Aug-84     31
   Sep-84     30
   Oct-84     31
   Nov-84     30
   Dec-84     31
   Jan-85     31
   Feb-85     28
   Mar-85     31
   Apr-85     30
   May-85     31
   Jun-85     30
   Jul-85     31
   Aug-85     31
   Sep-85     30
   Oct-85     31
   Nov-85     30
   Dec-85     31
   Jan-86     31
   Feb-86     28
   Mar-86     31
   Apr-86     30
   May-86     31
   Jun-86     30
   Jul-86     31
   Aug-86     31
   Sep-86     30
   Oct-86     31
   Nov-86     30
   Dec-86     31
   Jan-87     31
   Feb-87     28
   Mar-87     31
   Apr-87     30
   May-87     31
   Jun-87     30
   Jul-87     31
   Aug-87     31
   Sep-87     30
   Oct-87     31
   Nov-87     30
   Dec-87     31
   Jan-88     31
   Feb-88     29
   Mar-88     31
   Apr-88     30
   May-88     31
   Jun-88     30
   Jul-88     31
   Aug-88     31
   Sep-88     30
   Oct-88     31
   Nov-88     30
   Dec-88     31
   Jan-89     31
   Feb-89     28
   Mar-89     31
   Apr-89     30
   May-89     31
   Jun-89     30
   Jul-89     31
   Aug-89     31
   Sep-89     30
   Oct-89     31
   Nov-89     30
   Dec-89     31
   Jan-90     31
   Feb-90     28
   Mar-90     31
   Apr-90     30
   May-90     31
   Jun-90     30
   Jul-90     31
   Aug-90     31
   Sep-90     30
   Oct-90     31
   Nov-90     30
   Dec-90     31
   Jan-91     31
   Feb-91     28
   Mar-91     31
   Apr-91     30
   May-91     31
   Jun-91     30
   Jul-91     31
   Aug-91     31
   Sep-91     30
   Oct-91     31
   Nov-91     30
   Dec-91     31
   Jan-92     31
   Feb-92     29
   Mar-92     31
   Apr-92     30
   May-92     31
   Jun-92     30
   Jul-92     31
   Aug-92     31
   Sep-92     30    1.16       $500
   Oct-92     31    0.22100.13 $499
   Nov-92     30    3.41103.32 $513
   Dec-92     31    1.26101.17 $517
   Jan-93     31    0.64100.55 $518
   Feb-93     28    1.32101.24 $522
   Mar-93     31     2.2102.11 $531
   Apr-93     30   -2.5597.37% $515
   May-93     31     2.6102.51 $526
   Jun-93     30    0.26100.18 $525
   Jul-93     31   -0.4699.46% $520
   Aug-93     31    3.79103.70 $537
   Sep-93     30   -0.8199.11% $530
   Oct-93     31    2.04101.95 $538
   Nov-93     30   -0.9798.95% $530
   Dec-93     31     1.2101.11 $534
   Jan-94     31    3.37103.28 $549
   Feb-94     28   -2.7197.22% $532
   Mar-94     31   -4.3495.58% $506
   Apr-94     30     1.2101.12 $510
   May-94     31    1.55101.46 $515
   Jun-94     30   -2.4497.48% $500
   Jul-94     31     3.3103.21 $514
   Aug-94     31    3.99103.90 $532
   Sep-94     30   -2.4397.49% $516
   Oct-94     31    2.22102.13 $525
   Nov-94     30   -3.6396.29% $504
   Dec-94     31    1.46101.37 $508
   Jan-95     31    2.65102.56 $519
   Feb-95     28    3.83103.75 $537
   Mar-95     31    2.92102.83 $550
   Apr-95     30    2.94102.86 $563
   May-95     31    3.93103.84 $582
   Jun-95     30    2.27102.19 $593
   Jul-95     31    3.34103.25 $609
   Aug-95     31    0.25100.16 $608
   Sep-95     30    4.18104.09 $630
   Oct-95     31   -0.3499.57% $625
   Nov-95     30    4.35104.26 $649
   Dec-95     31    1.83101.74 $658
   Jan-96     31    3.42103.33 $677
   Feb-96     29    0.93100.85 $680
   Mar-96     31    1.03100.94 $683
   Apr-96     30     1.4101.32 $690
   May-96     31    2.55102.46 $704
   Jun-96     30    0.43100.35 $703
   Jul-96     31   -4.4395.49% $669
   Aug-96     31    2.06101.97 $679
   Sep-96     30    5.59105.50 $714
   Oct-96     31    2.76102.67 $730
   Nov-96     30     7.5107.41 $781
   Dec-96     31   -1.9797.95% $761
Listed in Order           Max   781
to match MFPR             Min   499
 
 
N.FIA
12
GROWTH PORTFOLIO of Variable Insurance Products Fund seeks to achieve
capital appreciation normally through the purchase of common stocks
(although the Portfolio's investments are not restricted to any one
type of security). Capital appreciation may also be found in other
types of securities, including bonds and preferred stocks.    The fund
may be appropriate for investors who are willing to ride out stock
market fluctuations in pursuit of potentially high long-term returns.
The fund is designed for those who want to pursue growth wherever it
may arise, and who understand that this strategy often leads to
investments in smaller, less well-known companies. The fund invests
for growth and does not pursue an income strategy. The graph below is
based on a 5% Benchmark Rate of Return and initial monthly annuity
income of $500.    
 
PROSPECTUS CHARTS CUMULATIVE ONE MONTH TOTAL RETURNS
      M&E   0.01
      BRR   0.05
    Month # of DayGrowth
   Apr-82
   May-82     31
   Jun-82     30
   Jul-82     31
   Aug-82     31
   Sep-82     30
   Oct-82     31
   Nov-82     30
   Dec-82     31
   Jan-83     31
   Feb-83     28
   Mar-83     31
   Apr-83     30
   May-83     31
   Jun-83     30
   Jul-83     31
   Aug-83     31
   Sep-83     30
   Oct-83     31
   Nov-83     30
   Dec-83     31
   Jan-84     31
   Feb-84     29
   Mar-84     31
   Apr-84     30
   May-84     31
   Jun-84     30
   Jul-84     31
   Aug-84     31
   Sep-84     30
   Oct-84     31
   Nov-84     30
   Dec-84     31
   Jan-85     31
   Feb-85     28
   Mar-85     31
   Apr-85     30
   May-85     31
   Jun-85     30
   Jul-85     31
   Aug-85     31
   Sep-85     30
   Oct-85     31
   Nov-85     30
   Dec-85     31
   Jan-86     31
   Feb-86     28
   Mar-86     31
   Apr-86     30
   May-86     31
   Jun-86     30
   Jul-86     31
   Aug-86     31
   Sep-86     30  NEED #S
   Oct-86     31               $      500
   Nov-86     30     2.2102.12 $      509
   Dec-86     31   -1.8698.06% $      497
   Jan-87     31   10.67110.58 $547
   Feb-87     28    4.95104.87 $571
   Mar-87     31    1.63101.54 $578
   Apr-87     30       099.92% $575
   May-87     31    0.68100.59 $576
   Jun-87     30    2.94102.86 $590
   Jul-87     31       4103.91 $611
   Aug-87     31    2.98102.89 $626
   Sep-87     30   -1.1498.78% $616
   Oct-87     31  -21.9777.96% $478
   Nov-87     30   -7.0292.90% $442
   Dec-87     31   10.31110.22 $485
   Jan-88     31    2.17102.08 $493
   Feb-88     29    8.11108.02 $531
   Mar-88     31   -0.8999.03% $524
   Apr-88     30    1.26101.18 $528
   May-88     31   -0.8999.03% $520
   Jun-88     30    5.03104.94 $544
   Jul-88     31   -0.5199.41% $538
   Aug-88     31   -2.4197.51% $523
   Sep-88     30    2.82102.74 $535
   Oct-88     31    0.26100.17 $534
   Nov-88     30   -0.9498.98% $526
   Dec-88     31    1.03100.94 $529
   Jan-89     31    7.17107.08 $564
   Feb-89     28   -2.0797.85% $550
   Mar-89     31    3.02102.93 $564
   Apr-89     30    5.29105.20 $591
   May-89     31    3.58103.49 $609
   Jun-89     30   -1.3298.60% $598
   Jul-89     31    8.94108.85 $648
   Aug-89     31    1.71101.62 $656
   Sep-89     30    0.87100.79 $658
   Oct-89     31    -2.897.12% $637
   Nov-89     30    1.64101.56 $644
   Dec-89     31    2.36102.27 $656
   Jan-90     31    -5.894.12% $615
   Feb-90     28    0.96100.88 $618
   Mar-90     31    1.22101.13 $622
   Apr-90     30   -2.9197.01% $601
   May-90     31    8.85108.76 $651
   Jun-90     30    2.08102.00 $661
   Jul-90     31   -1.5898.34% $648
   Aug-90     31   -10.389.62% $578
   Sep-90     30  -10.2989.64% $516
   Oct-90     31   -3.5796.35% $495
   Nov-90     30     8.1108.01 $533
   Dec-90     31    2.95102.86 $546
   Jan-91     31    6.66106.57 $579
   Feb-91     28    7.46107.38 $620
   Mar-91     31    3.02102.93 $635
   Apr-91     30   -0.9398.99% $626
   May-91     31    5.91105.82 $660
   Jun-91     30   -7.4292.50% $608
   Jul-91     31    9.53109.44 $663
   Aug-91     31    4.44104.35 $689
   Sep-91     30    0.78100.70 $691
   Oct-91     31    3.09103.00 $708
   Nov-91     30   -5.7194.21% $665
   Dec-91     31   13.21113.11 $749
   Jan-92     31     6.1106.01 $791
   Feb-92     29    2.09102.01 $803
   Mar-92     31   -6.1393.79% $750
   Apr-92     30   -3.9296.00% $717
   May-92     31   -0.8599.07% $708
   Jun-92     30   -3.8896.04% $677
   Jul-92     31    3.86103.77 $700
   Aug-92     31   -2.7597.17% $677
   Sep-92     30    1.76101.68 $686
   Oct-92     31    3.87103.78 $709
   Nov-92     30    6.68106.59 $752
   Dec-92     31    3.08102.99 $772
   Jan-93     31    1.97101.88 $783
   Feb-93     28   -2.0697.86% $763
   Mar-93     31    3.99103.90 $790
   Apr-93     30   -1.0598.87% $778
   May-93     31    7.45107.36 $831
   Jun-93     30    1.03100.95 $836
   Jul-93     31   -0.2899.63% $830
   Aug-93     31    5.02104.93 $867
   Sep-93     30    1.86101.78 $879
   Oct-93     31    0.96100.87 $883
   Nov-93     30   -4.0595.87% $843
   Dec-93     31    3.54103.45 $868
   Jan-94     31    2.51102.42 $886
   Feb-94     28   -1.0398.89% $873
   Mar-94     31   -4.5495.38% $829
   Apr-94     30    0.62100.54 $830
   May-94     31   -2.3297.60% $807
   Jun-94     30   -5.0894.84% $762
   Jul-94     31    3.47103.38 $785
   Aug-94     31    5.67105.58 $825
   Sep-94     30   -1.2198.71% $811
   Oct-94     31    4.06103.97 $840
   Nov-94     30   -3.9995.93% $802
   Dec-94     31    2.55102.46 $819
   Jan-95     31   -1.8998.03% $799
   Feb-95     28    4.14104.06 $828
   Mar-95     31    3.63103.54 $854
   Apr-95     30    3.37103.28 $879
   May-95     31     3.9103.81 $909
   Jun-95     30    8.85108.76 $984
   Jul-95     31    9.89109.80$1,076
   Aug-95     31    1.23101.14$1,084
   Sep-95     30    2.59102.51$1,107
   Oct-95     31   -1.0298.90%$1,090
   Nov-95     30   -0.0799.85%$1,084
   Dec-95     31   -3.1296.80%$1,045
   Jan-96     31    1.58101.49$1,056
   Feb-96     29    3.35103.27$1,086
   Mar-96     31    0.39100.30$1,085
   Apr-96     30    3.91103.82$1,122
   May-96     31    3.13103.04$1,151
   Jun-96     30   -1.9697.96%$1,123
   Jul-96     31   -7.6592.27%$1,032
   Aug-96     31    2.99102.90$1,058
   Sep-96     30    6.72106.63$1,124
   Oct-96     31   -0.2399.68%$1,115
   Nov-96     30    5.55105.46$1,172
   Dec-96     31   -3.0896.84%$1,130
Listed in Order           Max 1,172
to match MFPR             Min   442
 
 
13
N.FIA
 
PROSPECTUS CHARTS CUMULATIVE ONE MONTH TOTAL RETURNS
      M&E   0.01
      BRR   0.05
    Month # of DayOverseas
   Apr-82
   May-82     31
   Jun-82     30
   Jul-82     31
   Aug-82     31
   Sep-82     30
   Oct-82     31
   Nov-82     30
   Dec-82     31
   Jan-83     31
   Feb-83     28
   Mar-83     31
   Apr-83     30
   May-83     31
   Jun-83     30
   Jul-83     31
   Aug-83     31
   Sep-83     30
   Oct-83     31
   Nov-83     30
   Dec-83     31
   Jan-84     31
   Feb-84     29
   Mar-84     31
   Apr-84     30
   May-84     31
   Jun-84     30
   Jul-84     31
   Aug-84     31
   Sep-84     30
   Oct-84     31
   Nov-84     30
   Dec-84     31
   Jan-85     31
   Feb-85     28
   Mar-85     31
   Apr-85     30
   May-85     31
   Jun-85     30
   Jul-85     31
   Aug-85     31
   Sep-85     30
   Oct-85     31
   Nov-85     30
   Dec-85     31
   Jan-86     31
   Feb-86     28
   Mar-86     31
   Apr-86     30
   May-86     31
   Jun-86     30
   Jul-86     31
   Aug-86     31
   Sep-86     30
   Oct-86     31
   Nov-86     30
   Dec-86     31
   Jan-87     31               $  500
   Feb-87     28     0.1100.02 $      498
   Mar-87     31  4.4955104.41 $518
   Apr-87     30  7.2657107.18 $553
   May-87     31  -1.42698.49% $542
   Jun-87     30  -4.88295.04% $513
   Jul-87     31  -1.14098.77% $505
   Aug-87     31  8.8461108.75 $547
   Sep-87     30  -2.20897.71% $532
   Oct-87     31  -20.8679.07% $419
   Nov-87     30  0.9132100.83 $421
   Dec-87     31  7.0380106.95 $448
   Jan-88     31  -3.42296.50% $431
   Feb-88     29  2.6578102.58 $440
   Mar-88     31  4.5307104.44 $458
   Apr-88     30  1.6511101.57 $463
   May-88     31  -1.82798.09% $452
   Jun-88     30  -1.75898.16% $442
   Jul-88     31  -0.73699.18% $437
   Aug-88     31  -3.49996.42% $419
   Sep-88     30  4.2857104.20 $435
   Oct-88     31  4.4257104.34 $452
   Nov-88     30  1.8163101.73 $458
   Dec-88     31  0.1982100.11 $457
   Jan-89     31  2.9673102.88 $468
   Feb-89     28  1.7291101.65 $474
   Mar-89     31  -0.09099.82% $471
   Apr-89     30  2.9523102.87 $483
   May-89     31  -3.70096.22% $463
   Jun-89     30  -0.38499.53% $459
   Jul-89     31  9.3539109.26 $499
   Aug-89     31  -0.70599.21% $493
   Sep-89     30  6.2166106.13 $521
   Oct-89     31  -5.43494.48% $490
   Nov-89     30  5.3934105.31 $514
   Dec-89     31  6.2919106.20 $544
   Jan-90     31  -1.34198.57% $534
   Feb-90     28  -2.33497.59% $519
   Mar-90     31  3.7797103.69 $536
   Apr-90     30  0.5542100.47 $537
   May-90     31  6.5354106.44 $569
   Jun-90     30  2.2172102.13 $579
   Jul-90     31  5.0614104.97 $605
   Aug-90     31  -10.1889.74% $541
   Sep-90     30  -9.50190.42% $487
   Oct-90     31  9.3141109.22 $530
   Nov-90     30  -3.09896.82% $511
   Dec-90     31  -0.71999.20% $504
   Jan-91     31  0.9661100.88 $507
   Feb-91     28  3.3689103.29 $522
   Mar-91     31  -2.92496.99% $504
   Apr-91     30  2.1986102.11 $512
   May-91     31  0.2390100.15 $511
   Jun-91     30  -5.48494.44% $481
   Jul-91     31  4.9621104.87 $502
   Aug-91     31  0.3205100.23 $501
   Sep-91     30  4.0734103.99 $519
   Oct-91     31  0.6907100.60 $520
   Nov-91     30  -3.58296.34% $499
   Dec-91     31  3.4782103.39 $514
   Jan-92     31  1.2223101.14 $517
   Feb-92     29  -2.08397.84% $504
   Mar-92     31  -2.03197.89% $492
   Apr-92     30  6.2200106.13 $520
   May-92     31  4.3543104.27 $539
   Jun-92     30  -1.87098.05% $527
   Jul-92     31  -6.37893.54% $491
   Aug-92     31  -0.86199.05% $484
   Sep-92     30  -4.02895.89% $      462
   Oct-92     31   -6.8393.09% $      429
   Nov-92     30   -0.5399.39% $      424
   Dec-92     31    2.49102.40 $      433
   Jan-93     31    2.86102.77 $      443
   Feb-93     28    1.96101.88 $      450
   Mar-93     31    6.94106.85 $      478
   Apr-93     30    6.65106.56 $      508
   May-93     31    2.15102.06 $      516
   Jun-93     30   -2.4797.45% $      501
   Jul-93     31    3.95103.86 $      518
   Aug-93     31    5.44105.35 $      543
   Sep-93     30   -0.4899.44% $      538
   Oct-93     31    3.62103.53 $      555
   Nov-93     30   -4.2295.70% $      529
   Dec-93     31    6.61106.52 $      561
   Jan-94     31    6.52106.43 $      595
   Feb-94     28   -1.7698.16% $      582
   Mar-94     31   -2.4897.44% $      564
   Apr-94     30    3.31103.22 $      580
   May-94     31   -1.2398.69% $      570
   Jun-94     30   -1.0698.86% $      562
   Jul-94     31    2.65102.56 $      574
   Aug-94     31    1.17101.08 $      577
   Sep-94     30   -2.6197.31% $      560
   Oct-94     31    2.06101.97 $      568
   Nov-94     30   -3.7996.13% $      544
   Dec-94     31   -0.5799.35% $      538
   Jan-95     31   -4.1595.77% $      513
   Feb-95     28    0.26100.18 $      512
   Mar-95     31    3.08102.99 $      526
   Apr-95     30    2.86102.78 $      538
   May-95     31    1.39101.30 $      543
   Jun-95     30    0.81100.73 $      544
   Jul-95     31    4.44104.35 $      566
   Aug-95     31   -2.7897.14% $      547
   Sep-95     30    1.46101.38 $      553
   Oct-95     31   -1.9897.94% $      539
   Nov-95     30    1.16101.08 $      543
   Dec-95     31    2.96102.87 $      556
   Jan-96     31    1.88101.79 $      564
   Feb-96     29    0.22100.14 $      562
   Mar-96     31    1.53101.44 $      568
   Apr-96     30    2.78102.70 $      581
   May-96     31    0.0699.97% $      578
   Jun-96     30    0.73100.65 $      580
   Jul-96     31   -2.9696.96% $      560
   Aug-96     31    0.75100.66 $      561
   Sep-96     30    2.92102.84 $      575
   Oct-96     31      -198.92% $      566
   Nov-96     30    5.22105.13 $      593
   Dec-96     31    0.53100.44 $      593
Listed in Order           Max   605
to match MFPR             Min   419
OVERSEAS PORTFOLIO of Variable Insurance Products Fund seeks long-term
growth of capital primarily through investments in foreign securities.
Overseas Portfolio provides a means for investors to diversify their
own portfolios by participating in companies and economies outside of
the  United States.    The fund may be appropriate for investors who
want to pursue their investment goals in markets outside of the United
States. By including international investments in your portfolio, you
can achieve additional diversification and participate in growth
opportunities around the world. However, it is important to note that
investments in foreign securities involve risks in addition to those
of U.S. investments.In addition to general risks, international
investing involves different or increased risks. The performance of
international funds depends upon currency values, the political and
regulatory environment, and overall economic factors in the countries
in which the fund invests. The graph below is based on a 5% Benchmark
Rate of Return and initial monthly annuity income of $500.    
 
 
14
N.FIA
 
PROSPECTUS CHARTS CUMULATIVE ONE MONTH TOTAL RETURNS
      M&E   0.01
      BRR   0.05
    Month # of DayAsset Manager:Growth
   Apr-82
   May-82     31
   Jun-82     30
   Jul-82     31
   Aug-82     31
   Sep-82     30
   Oct-82     31
   Nov-82     30
   Dec-82     31
   Jan-83     31
   Feb-83     28
   Mar-83     31
   Apr-83     30
   May-83     31
   Jun-83     30
   Jul-83     31
   Aug-83     31
   Sep-83     30
   Oct-83     31
   Nov-83     30
   Dec-83     31
   Jan-84     31
   Feb-84     29
   Mar-84     31
   Apr-84     30
   May-84     31
   Jun-84     30
   Jul-84     31
   Aug-84     31
   Sep-84     30
   Oct-84     31
   Nov-84     30
   Dec-84     31
   Jan-85     31
   Feb-85     28
   Mar-85     31
   Apr-85     30
   May-85     31
   Jun-85     30
   Jul-85     31
   Aug-85     31
   Sep-85     30
   Oct-85     31
   Nov-85     30
   Dec-85     31
   Jan-86     31
   Feb-86     28
   Mar-86     31
   Apr-86     30
   May-86     31
   Jun-86     30
   Jul-86     31
   Aug-86     31
   Sep-86     30
   Oct-86     31
   Nov-86     30
   Dec-86     31
   Jan-87     31
   Feb-87     28
   Mar-87     31
   Apr-87     30
   May-87     31
   Jun-87     30
   Jul-87     31
   Aug-87     31
   Sep-87     30
   Oct-87     31
   Nov-87     30
   Dec-87     31
   Jan-88     31
   Feb-88     29
   Mar-88     31
   Apr-88     30
   May-88     31
   Jun-88     30
   Jul-88     31
   Aug-88     31
   Sep-88     30
   Oct-88     31
   Nov-88     30
   Dec-88     31
   Jan-89     31
   Feb-89     28
   Mar-89     31
   Apr-89     30
   May-89     31
   Jun-89     30
   Jul-89     31
   Aug-89     31
   Sep-89     30
   Oct-89     31
   Nov-89     30
   Dec-89     31
   Jan-90     31
   Feb-90     28
   Mar-90     31
   Apr-90     30
   May-90     31
   Jun-90     30
   Jul-90     31
   Aug-90     31
   Sep-90     30
   Oct-90     31
   Nov-90     30
   Dec-90     31
   Jan-91     31
   Feb-91     28
   Mar-91     31
   Apr-91     30
   May-91     31
   Jun-91     30
   Jul-91     31
   Aug-91     31
   Sep-91     30
   Oct-91     31
   Nov-91     30
   Dec-91     31
   Jan-92     31
   Feb-92     29
   Mar-92     31
   Apr-92     30
   May-92     31
   Jun-92     30
   Jul-92     31
   Aug-92     31
   Sep-92     30
   Oct-92     31
   Nov-92     30
   Dec-92     31
   Jan-93     31
   Feb-93     28
   Mar-93     31
   Apr-93     30
   May-93     31
   Jun-93     30
   Jul-93     31
   Aug-93     31
   Sep-93     30
   Oct-93     31
   Nov-93     30
   Dec-93     31
   Jan-94     31
   Feb-94     28
   Mar-94     31
   Apr-94     30
   May-94     31
   Jun-94     30
   Jul-94     31
   Aug-94     31
   Sep-94     30
   Oct-94     31
   Nov-94     30
   Dec-94     31
   Jan-95     31               $500
   Feb-95     28     1.5101.42 $505
   Mar-95     31    1.38101.29 $510
   Apr-95     30    2.62102.54 $520
   May-95     31    1.42101.33 $525
   Jun-95     30    4.01103.92 $544
   Jul-95     31    3.67103.58 $561
   Aug-95     31    4.49104.40 $583
   Sep-95     30    1.49101.41 $589
   Oct-95     31   -3.8396.09% $564
   Nov-95     30    1.78101.70 $571
   Dec-95     31    2.52102.43 $582
   Jan-96     31    2.38102.29 $593
   Feb-96     29    0.35100.27 $592
   Mar-96     31     1.8101.71 $600
   Apr-96     30    2.36102.28 $611
   May-96     31    1.56101.47 $618
   Jun-96     30     0.4100.32 $617
   Jul-96     31    -2.597.42% $599
   Aug-96     31    0.74100.65 $600
   Sep-96     30    4.11104.02 $622
   Oct-96     31    2.92102.83 $637
   Nov-96     30    6.51106.42 $675
   Dec-96     31    -1.998.02% $659
Listed in Order           Max   675
to match MFPR             Min   500
ASSET MANAGER: GROWTH PORTFOLIO of Variable Insurance Products Fund II
seeks to maximize total return by allocating its assets among a mix of
domestic and foreign stocks, bonds and short-term fixed income
instruments.    The fund may be appropriate for investors who want to
diversify among domestic and foreign stocks, bonds, short-term
instruments and other types of securities, in one fund. The fund,
while spreading its assets among all three asset classes, uses a more
aggressive approach by focusing on stocks for a higher potential
return. Because the fund owns different types of investments, their
performance is affected by a variety of factors. The value of the
fund's investments and the income generated will vary from day to day,
and generally reflect interest rates, market conditions, and other
company, political and economic news. Performance also depends on
FMR's skills in allocating assets. The graph below is based on a 5%
Benchmark Rate of Return and initial monthly annuity income of
$500.    
 
 
15
N.FIA
CONTRAFUND PORTFOLIO of Variable Insurance Products Fund II seeks
capital appreciation by investing primarily in equity securities of
companies that are considered to be undervalued or out-of-favor by the
Fund's advisor.    The fund may be appropriate for investors who are
willing to ride out stock market fluctuations in pursuit of
potentially high long-term returns. The fund is designed for those who
are looking for an investment approach that follows a contrarian
philosophy. The graph below is based on a 5% Benchmark Rate of Return
and initial monthly annuity income of $500.    
 
PROSPECTUS CHARTS CUMULATIVE ONE MONTH TOTAL RETURNS
      M&E   0.01
      BRR   0.05
    Month # of DayContrafund
   Apr-82
   May-82     31
   Jun-82     30
   Jul-82     31
   Aug-82     31
   Sep-82     30
   Oct-82     31
   Nov-82     30
   Dec-82     31
   Jan-83     31
   Feb-83     28
   Mar-83     31
   Apr-83     30
   May-83     31
   Jun-83     30
   Jul-83     31
   Aug-83     31
   Sep-83     30
   Oct-83     31
   Nov-83     30
   Dec-83     31
   Jan-84     31
   Feb-84     29
   Mar-84     31
   Apr-84     30
   May-84     31
   Jun-84     30
   Jul-84     31
   Aug-84     31
   Sep-84     30
   Oct-84     31
   Nov-84     30
   Dec-84     31
   Jan-85     31
   Feb-85     28
   Mar-85     31
   Apr-85     30
   May-85     31
   Jun-85     30
   Jul-85     31
   Aug-85     31
   Sep-85     30
   Oct-85     31
   Nov-85     30
   Dec-85     31
   Jan-86     31
   Feb-86     28
   Mar-86     31
   Apr-86     30
   May-86     31
   Jun-86     30
   Jul-86     31
   Aug-86     31
   Sep-86     30
   Oct-86     31
   Nov-86     30
   Dec-86     31
   Jan-87     31
   Feb-87     28
   Mar-87     31
   Apr-87     30
   May-87     31
   Jun-87     30
   Jul-87     31
   Aug-87     31
   Sep-87     30
   Oct-87     31
   Nov-87     30
   Dec-87     31
   Jan-88     31
   Feb-88     29
   Mar-88     31
   Apr-88     30
   May-88     31
   Jun-88     30
   Jul-88     31
   Aug-88     31
   Sep-88     30
   Oct-88     31
   Nov-88     30
   Dec-88     31
   Jan-89     31
   Feb-89     28
   Mar-89     31
   Apr-89     30
   May-89     31
   Jun-89     30
   Jul-89     31
   Aug-89     31
   Sep-89     30
   Oct-89     31
   Nov-89     30
   Dec-89     31
   Jan-90     31
   Feb-90     28
   Mar-90     31
   Apr-90     30
   May-90     31
   Jun-90     30
   Jul-90     31
   Aug-90     31
   Sep-90     30
   Oct-90     31
   Nov-90     30
   Dec-90     31
   Jan-91     31
   Feb-91     28
   Mar-91     31
   Apr-91     30
   May-91     31
   Jun-91     30
   Jul-91     31
   Aug-91     31
   Sep-91     30
   Oct-91     31
   Nov-91     30
   Dec-91     31
   Jan-92     31
   Feb-92     29
   Mar-92     31
   Apr-92     30
   May-92     31
   Jun-92     30
   Jul-92     31
   Aug-92     31
   Sep-92     30
   Oct-92     31
   Nov-92     30
   Dec-92     31
   Jan-93     31
   Feb-93     28
   Mar-93     31
   Apr-93     30
   May-93     31
   Jun-93     30
   Jul-93     31
   Aug-93     31
   Sep-93     30
   Oct-93     31
   Nov-93     30
   Dec-93     31
   Jan-94     31
   Feb-94     28
   Mar-94     31
   Apr-94     30
   May-94     31
   Jun-94     30
   Jul-94     31
   Aug-94     31
   Sep-94     30
   Oct-94     31
   Nov-94     30
   Dec-94     31
   Jan-95     31               $500
   Feb-95     28    5.07104.99 $523
   Mar-95     31    5.01104.92 $546
   Apr-95     30    5.42105.33 $573
   May-95     31    2.18102.09 $583
   Jun-95     30    6.56106.47 $618
   Jul-95     31    7.85107.76 $663
   Aug-95     31    1.26101.17 $668
   Sep-95     30     2.2102.12 $680
   Oct-95     31   -2.0897.84% $662
   Nov-95     30    1.83101.75 $671
   Dec-95     31    0.44100.35 $671
   Jan-96     31    0.73100.64 $672
   Feb-96     29    0.36100.28 $672
   Mar-96     31    3.26103.17 $690
   Apr-96     30     3.3103.21 $709
   May-96     31    1.15101.06 $714
   Jun-96     30   -0.8199.11% $705
   Jul-96     31   -4.6795.25% $668
   Aug-96     31    3.83103.74 $691
   Sep-96     30    4.24104.15 $716
   Oct-96     31    3.08102.99 $735
   Nov-96     30    5.98105.89 $775
   Dec-96     31    -0.699.32% $766
Listed in Order           Max   775
to match MFPR             Min   500
 
 
   16    
   N.FIA    
       GROWTH OPPORTUNITIES PORTFOLIO    of Variable Insurance
Products Fund III seeks capital growth by investing in a wide range of
common domestic and foreign stocks, and securities convertible into
common stocks. Although the fund invests primarily in common stock, it
has the ability to purchase securities, such as preferred stock and
bonds that may produce capital growth. The value of the fund's
investments and, as applicable, the income they generate will vary
from day to day, and generally reflect changes in market conditions,
interest rates, and other company, political, or economic news. In the
short-term, stock prices can fluctuate dramatically in response to
these factors. The graph below is based on a 5% Benchmark Rate of
Return and initial monthly annuity income of $500.    
 
PROSPECTUS CHARTS CUMULATIVE ONE MONTH TOTAL RETURNS
      M&E   0.01
      BRR   0.05
    Month # of DayGrowth Opportunities
   Apr-82
   May-82     31
   Jun-82     30
   Jul-82     31
   Aug-82     31
   Sep-82     30
   Oct-82     31
   Nov-82     30
   Dec-82     31
   Jan-83     31
   Feb-83     28
   Mar-83     31
   Apr-83     30
   May-83     31
   Jun-83     30
   Jul-83     31
   Aug-83     31
   Sep-83     30
   Oct-83     31
   Nov-83     30
   Dec-83     31
   Jan-84     31
   Feb-84     29
   Mar-84     31
   Apr-84     30
   May-84     31
   Jun-84     30
   Jul-84     31
   Aug-84     31
   Sep-84     30
   Oct-84     31
   Nov-84     30
   Dec-84     31
   Jan-85     31
   Feb-85     28
   Mar-85     31
   Apr-85     30
   May-85     31
   Jun-85     30
   Jul-85     31
   Aug-85     31
   Sep-85     30
   Oct-85     31
   Nov-85     30
   Dec-85     31
   Jan-86     31
   Feb-86     28
   Mar-86     31
   Apr-86     30
   May-86     31
   Jun-86     30
   Jul-86     31
   Aug-86     31
   Sep-86     30
   Oct-86     31
   Nov-86     30
   Dec-86     31
   Jan-87     31
   Feb-87     28
   Mar-87     31
   Apr-87     30
   May-87     31
   Jun-87     30
   Jul-87     31
   Aug-87     31
   Sep-87     30
   Oct-87     31
   Nov-87     30
   Dec-87     31
   Jan-88     31
   Feb-88     29
   Mar-88     31
   Apr-88     30
   May-88     31
   Jun-88     30
   Jul-88     31
   Aug-88     31
   Sep-88     30
   Oct-88     31
   Nov-88     30
   Dec-88     31
   Jan-89     31
   Feb-89     28
   Mar-89     31
   Apr-89     30
   May-89     31
   Jun-89     30
   Jul-89     31
   Aug-89     31
   Sep-89     30
   Oct-89     31
   Nov-89     30
   Dec-89     31
   Jan-90     31
   Feb-90     28
   Mar-90     31
   Apr-90     30
   May-90     31
   Jun-90     30
   Jul-90     31
   Aug-90     31
   Sep-90     30
   Oct-90     31
   Nov-90     30
   Dec-90     31
   Jan-91     31
   Feb-91     28
   Mar-91     31
   Apr-91     30
   May-91     31
   Jun-91     30
   Jul-91     31
   Aug-91     31
   Sep-91     30
   Oct-91     31
   Nov-91     30
   Dec-91     31
   Jan-92     31
   Feb-92     29
   Mar-92     31
   Apr-92     30
   May-92     31
   Jun-92     30
   Jul-92     31
   Aug-92     31
   Sep-92     30
   Oct-92     31
   Nov-92     30
   Dec-92     31
   Jan-93     31
   Feb-93     28
   Mar-93     31
   Apr-93     30
   May-93     31
   Jun-93     30
   Jul-93     31
   Aug-93     31
   Sep-93     30
   Oct-93     31
   Nov-93     30
   Dec-93     31
   Jan-94     31
   Feb-94     28
   Mar-94     31
   Apr-94     30
   May-94     31
   Jun-94     30
   Jul-94     31
   Aug-94     31
   Sep-94     30
   Oct-94     31
   Nov-94     30
   Dec-94     31
   Jan-95     31               $  500
   Feb-95     28    3.08103.00 $      513
   Mar-95     31    1.83101.74 $      520
   Apr-95     30     3.5103.41 $      535
   May-95     31    4.67104.58 $      558
   Jun-95     30    3.06102.97 $      572
   Jul-95     31    3.31103.22 $      588
   Aug-95     31    0.66100.57 $      589
   Sep-95     30    1.71101.63 $      596
   Oct-95     31    0.72100.63 $      597
   Nov-95     30    2.87102.79 $      612
   Dec-95     31    2.57102.48 $      624
   Jan-96     31    1.45101.36 $      630
   Feb-96     29   -0.0799.85% $      627
   Mar-96     31    -0.399.61% $      622
   Apr-96     30     1.6101.52 $      629
   May-96     31    2.24102.15 $      639
   Jun-96     30     0.8100.72 $      641
   Jul-96     31    -2.997.02% $      620
   Aug-96     31     0.6100.51 $      620
   Sep-96     30    4.83104.74 $      647
   Oct-96     31    4.11104.02 $      670
   Nov-96     30    7.56107.47 $      718
   Dec-96     31   -2.5397.39% $      696
Listed in Order           Max   718
to match MFPR             Min   500
 
 
17
N.FIA
BALANCED PORTFOLIO    of Variable Insurance Products Fund III
    seeks both income and growth of capital by investing in a broad
selection of stocks, bonds, and convertible securities. When FMR's
outlook is neutral, it will invest approximately 60% of the fund's
assets in equity securities and will always invest at least 25% of the
fund's assets in fixed income securities. The value of the fund's
investments and, as applicable, the income they generate will vary
from day to day, and generally reflect changes in market conditions,
interest rates, and other company, political, or economic news. In the
short-term, stock prices can fluctuate dramatically in response to
these factors. The graph below is based on a 5% bench mark rate of
return and initial monthly annuity income of $500.
 
PROSPECTUS CHARTS CUMULATIVE ONE MONTH TOTAL RETURNS
      M&E   0.01
      BRR   0.05
    Month # of DayBalanced
   Apr-82
   May-82     31
   Jun-82     30
   Jul-82     31
   Aug-82     31
   Sep-82     30
   Oct-82     31
   Nov-82     30
   Dec-82     31
   Jan-83     31
   Feb-83     28
   Mar-83     31
   Apr-83     30
   May-83     31
   Jun-83     30
   Jul-83     31
   Aug-83     31
   Sep-83     30
   Oct-83     31
   Nov-83     30
   Dec-83     31
   Jan-84     31
   Feb-84     29
   Mar-84     31
   Apr-84     30
   May-84     31
   Jun-84     30
   Jul-84     31
   Aug-84     31
   Sep-84     30
   Oct-84     31
   Nov-84     30
   Dec-84     31
   Jan-85     31
   Feb-85     28
   Mar-85     31
   Apr-85     30
   May-85     31
   Jun-85     30
   Jul-85     31
   Aug-85     31
   Sep-85     30
   Oct-85     31
   Nov-85     30
   Dec-85     31
   Jan-86     31
   Feb-86     28
   Mar-86     31
   Apr-86     30
   May-86     31
   Jun-86     30
   Jul-86     31
   Aug-86     31
   Sep-86     30
   Oct-86     31
   Nov-86     30
   Dec-86     31
   Jan-87     31
   Feb-87     28
   Mar-87     31
   Apr-87     30
   May-87     31
   Jun-87     30
   Jul-87     31
   Aug-87     31
   Sep-87     30
   Oct-87     31
   Nov-87     30
   Dec-87     31
   Jan-88     31
   Feb-88     29
   Mar-88     31
   Apr-88     30
   May-88     31
   Jun-88     30
   Jul-88     31
   Aug-88     31
   Sep-88     30
   Oct-88     31
   Nov-88     30
   Dec-88     31
   Jan-89     31
   Feb-89     28
   Mar-89     31
   Apr-89     30
   May-89     31
   Jun-89     30
   Jul-89     31
   Aug-89     31
   Sep-89     30
   Oct-89     31
   Nov-89     30
   Dec-89     31
   Jan-90     31
   Feb-90     28
   Mar-90     31
   Apr-90     30
   May-90     31
   Jun-90     30
   Jul-90     31
   Aug-90     31
   Sep-90     30
   Oct-90     31
   Nov-90     30
   Dec-90     31
   Jan-91     31
   Feb-91     28
   Mar-91     31
   Apr-91     30
   May-91     31
   Jun-91     30
   Jul-91     31
   Aug-91     31
   Sep-91     30
   Oct-91     31
   Nov-91     30
   Dec-91     31
   Jan-92     31
   Feb-92     29
   Mar-92     31
   Apr-92     30
   May-92     31
   Jun-92     30
   Jul-92     31
   Aug-92     31
   Sep-92     30
   Oct-92     31
   Nov-92     30
   Dec-92     31
   Jan-93     31
   Feb-93     28
   Mar-93     31
   Apr-93     30
   May-93     31
   Jun-93     30
   Jul-93     31
   Aug-93     31
   Sep-93     30
   Oct-93     31
   Nov-93     30
   Dec-93     31
   Jan-94     31
   Feb-94     28
   Mar-94     31
   Apr-94     30
   May-94     31
   Jun-94     30
   Jul-94     31
   Aug-94     31
   Sep-94     30
   Oct-94     31
   Nov-94     30
   Dec-94     31
   Jan-95     31               $  500
   Feb-95     28       2101.92 $      508
   Mar-95     31    0.69100.60 $      509
   Apr-95     30    1.27101.19 $      513
   May-95     31    2.12102.03 $      521
   Jun-95     30    1.23101.15 $      525
   Jul-95     31     1.3101.21 $      529
   Aug-95     31    0.37100.28 $      528
   Sep-95     30    0.92100.84 $      531
   Oct-95     31   -1.1898.74% $      522
   Nov-95     30    2.94102.86 $      534
   Dec-95     31    1.62101.53 $      540
   Jan-96     31    0.72100.63 $      542
   Feb-96     29   -1.3498.58% $      532
   Mar-96     31   -0.8199.11% $      525
   Apr-96     30    0.27100.19 $      524
   May-96     31    1.09101.00 $      527
   Jun-96     30    0.63100.55 $      528
   Jul-96     31   -1.9797.95% $      515
   Aug-96     31    0.64100.55 $      515
   Sep-96     30    4.26104.17 $      535
   Oct-96     31     2.7102.61 $      546
   Nov-96     30    5.25105.16 $      572
   Dec-96     31   -1.6198.31% $      560
Listed in Order           Max   572
to match MFPR             Min   500
 
GROWTH & INCOME PORTFOLIO seeks high total return through a
combination of current income and capital appreciation by investing
mainly in equity securities. The Fund may also invest in equity
securities that are not paying dividends, but offer the potential for
capital appreciation of future income. The Fund may be appropriate for
investors who are willing to ride out stock market fluctuations in
pursuit of potentially high long-term returns. The Fund is designed
for those who seek a combination of growth and income from equity and
some bond investment.
   MORGAN STANLEY ASSET MANAGEMENT INC.    
       EMERGING MARKETS DEBT PORTFOLIO    seeks high total return by
investing primarily in Fixed Income Securities of government and
government-related issuers located in emerging market countries, which
securities provide a high level of current income, while at the same
time holding the potential for capital appreciation if the perceived
credit worthiness of the issuer improves due to improving economic,
financial, political, social or other conditions in the country in
which the issuer is located.  Under normal market conditions, the
Portfolio will invest a large portion of its total assets in
Government Fixed Income Securities, including Loan Participations and
Assignments between governments and financial institutions, securities
issued by government owned, controlled or sponsored  entities and
securities of entities organized to restructure outstanding debt of
such issuers.  In selecting Emerging Market Country Fixed Income
Securities for the Portfolio, Morgan Stanley Asset Management Inc.
("MSAM") will apply a market risk analysis contemplating assessment of
factors such as liquidity, volatility, tax implications, interest rate
sensitivity, counterparty risks and technical market considerations. 
As opportunities to invest in debt securities in other countries
develop, the Portfolio expects to expand and further diversify the
universe of emerging market countries in which it invests. The
Portfolio maybe appropriate for those who seek a high level of current
income from Emerging Market Country Securities that are Fixed Income
Securities, while holding the potential for capital appreciation.    
       EMERGING MARKETS EQUITY PORTFOLIO    seeks long-term capital
appreciation by investing primarily in Equity Securities of emerging
market country issuers with a focus on those in which MSAM believes
the economies are developing strongly and in which the markets are
becoming more sophisticated.  The Portfolio may be appropriate for
those who seek to achieve long-term capital appreciation by investing
in Emerging Market Country Securities.  By including emerging market
country investments in their portfolio, investors can achieve
additional diversification and participate in growth opportunities in
emerging market countries.  Under normal market conditions, a large
percentage of the total assets of the Portfolio will be invested in
Emerging Market Country Equity Securities.  There are currently over
130 countries which, in the opinion of MSAM, are generally considered
to be emerging or developing countries by the international financial
community, approximately 40 of which currently have stock markets.  As
markeys in other countries develop, the Portfolio expects to expand
and further diversify the emerging market countries in which it
invests.  In selecting industries and particular issuers, MSAM will
evaluate costs of labor and raw materials, access to technology,
export of products and government regulation. Although the Portfolio
seeks to invest in larger companies, it may invest in small-and medium
size companies that, in MSAM's view, have potential for growth.    
       GLOBAL EQUITY PORTFOLIO    seeks long-term capital appreciation
by investing primarily in Equity Securities of issuers throughout the
world, including U.S. issuers and issuers in emerging market
countries, using an approach that is oriented to the selection of
individual stocks that MSAM believes are undervalued.  The Portfolio
may be appropriate for investors who seek to pursue their investment
goals in markets throughout the world, including the United States. 
By including international investments in their portfolio, investors
can achieve additional diversification and participate in growth
opportunities around the world.  Under normal circumstances, a
substantial amount of the total assets of the Portfolio will be
invested in Equity Securities, and a lesser percentage of the
Portfolio's assets will be invested in Common Stocks of  U.S. issuers
and the remaining equity position will be invested in at least three
countries other than the United States. MSAM's approach is oriented to
individual stock selection and is value driven. In selecting stocks
for the Portfolio, MSAM initially identifies those stocks that it
believes to be undervalued in relation to the issuers assets, cash
flow, earnings and revenues, and then evaluates the future value of
such stocks by running the results of an in-depth study of the issuer
through a dividend discount model. In selecting investments, MSAM
utilizes the research of a number of sources, including Morgan Stanley
Capital International, an affiliate of MSAM located in Geneva,
Switzerland.    
       INTERNATIONAL MAGNUM PORTFOLIO    seeks long-term capital
appreciation by investing primarily in Equity Securities of non U.S.
issuers domiciled in EAFE countries, pursuant to weightings determined
by MSAM. The Portfolio may be appropriate for investors who seek to
pursue their investment goals in markets outside of the United States. 
By including international investments in their portfolio, investors
can achieve additional diversification and participate in growth
opportunities around the world.  The countries in which the Portfolio
will invest are those comprising the Morgan Stanley Capital
International EAFE Index, which includes Australia, Japan, New
Zealand, most nations located in Western Europe and certain developed
countries in Asia, such as Hong Kong and Singapore (each an "EAFE
country", and collectively the "EAFE countries").  Under normal market
conditions, a large percentage of the total assets of the Portfolio
will be invested in Equity Securities of issuers in at least three
different EAFE countries.    
   PBHG    
   SELECT 20 PORTFOLIO seeks long-term growth of capital and income.
The Portfolio will normally be substantially invested in equity
securities (including ADRs and foreign equity securities).  The equity
securities in which the Portfolio will invest are common stocks,
warrants and rights to purchase common stocks, and debt securities and
preferred stocks that are convertible into common stocks. Under normal
market conditions, the Portfolio will invest at least 65%of its total
assets in equity securities of a limited number (i.e., no more than 20
stocks) of large capitalization companies that, in Pilgrim Baxter &
Associates, Ltd.'s (the "Adviser") opinion, have a strong earnings
growth outlook and potential for capital appreciation.  Such large
companies have market capitalization in excess of $1 billion. Because
the Portfolio focuses on equity securities of a small number of
companies, the impact of a change in value of a single stock  holding
may be magnified.    
   GROWTH II     PORTFOLIO    seeks capital appreciation and will
normally be as fully invested as practicable in common stocks and
securities convertible into common stocks. Under normal market
conditions, the Portfolio will invest at least 65%of its total assets
in common stocks and convertible securities of small and medium sized
growth companies (market capitalization or annual revenues up to $4
billion). The Portfolio will seek to achieve its objective by
investing in companies believed by the Adviser to have an outlook for
strong earnings growth and the potential for significant capital
appreciation.  The Securities will be sold when the Adviser believes
that anticipated appreciation is no longer probable, alternative
investments offer superior appreciation prospects, or the risk of a
decline in market price is too great.  The Portfolio will likely have
somewhat greater volatility than the stock market in general.  Because
the investment techniques employed by the Adviser are responsive to
near-term earnings trends of the companies whose securities are owned
by the Portfolio, the Portfolio turnover can be expected to be fairly
high.    
       LARGE CAP VALUE PORTFOLIO    seeks long-term growth of capital
and income.  Current income is a secondary objective.  Under normal
market conditions, the Portfolio will invest a majority percentage of
its total assets in a diversified Portfolio of equity securities of
large capitalization companies which, in the opinion of the Adviser
and Newbold's Asset Management, Inc. ("the Sub-Adviser"), are
undervalued or overlooked by the market.  In selecting investments for
the Portfolio, the Adviser and Sub-Adviser emphasize fundamental
investment value and consider the following factors, among others, in
identifying and analyzing a security's fundamental value: the
relationship of a company's  potential earnings power to its current
stock price; current dividend income and potential for current
dividends, strong balance sheet with with low financial leverage; low
price/earnings ratio relative to other similar companies; and
potential for favorable  business developments.    
       SMALL CAP VALUE PORTFOLIO    seeks to achieve above-average
total return over a market cycle of three to five years, consistent
with reasonable risk, by investing primarily in a diversified
Portfolio of common stocks of small companies with market
capitalizations in the range of companies represented in the Russell
2000 Index which are considered to be relatively undervalued based on
certain proprietary measures of value.   In selecting investments for
the Portfolio, the Adviser and Sub-Adviser emphasize fundamental
investment value and consider the following factors, among others, in
identifying and analyzing a security's fundamental value: the
relationship of a company's  potential earnings power to its current
stock price; current dividend income and potential for current
dividends; low price/earnings ratio relative to other similar
companies; strong competitive advantages, including a recognized brand
or trade name or niche market position; sufficient resources for
expansion; capability of management; and favorable overall business
prospects.     
       TECHNOLOGY & COMMUNICATIONS PORTFOLIO    seeks long-term growth
of capital.  Current income is incidental to the Portfolio's
objective.  Under normal market conditions, the Portfolio will invest
at least 65% of its total assets in common stocks of companies which
rely extensively on technology or communications in their product
development or operations, or which are expected to benefit from
technological advances and improvements, and that may be experiencing
exceptional growth in sales and earnings driven by technology- or
communication-related products and services.  Such technology and
communications companies may be in different industries or fields,
including computer software and hardware, electronic components and
systems, network and cable broadcasting, telecommunications, mobile
communications, satellite communications, defense and aerospace,
transportation systems, data storage and retrieval, biotechnology and
medical, and environmental.  As a result of this focus, the Portfolio
offers investors the significant growth potential of companies that
may be responsible for breakthrough products or technologies or that
are positioned to take advantage of cutting-edge developments.  The
Portfolios stock holdings can range from small companies developing
new technologies or pursuing scientific breakthroughs to large, blue
chip firms with established track records in developing and marketing
such scientific advances.     
   STRONG    
   DISCOVERY FUND II     PORTFOLIO    seeks capital growth.  The Fund
invests in securities that the Adviser believes represent attractive
growth opportunities.  The Fund normally emphasizes equity securities,
although it has the flexibility to invest in any type of security that
the Adviser believes has the potential for capital appreciation.  The
Fund may invest up to 100% of its total assets in equity securities,
including common stocks, preferred stocks, and securities that are
convertible into common or preferred stocks, such as warrants and
convertible bonds.  The Fund may also invest up to 100% of its assets
in debt obligations, including intermediate-to-long term corporate or
U.S. government debt securities.  When the Adviser determines that 
market conditions warrant a temporary defensive position, the Fund may
invest without limitation in cash and short-term fixed-income
securities.  Although the debt obligations in which it invests will be
primarily investment-grade, the Fund may invest up to 5% of its net
assets in non-investment grade debt obligations.   The Fund may also
invest up to 25% of its net assets in foreign securities, including
both direct investments and investments made through depository
receipts.  The Adviser attempts to identify companies that are poised
for accelerated earnings growth due to innovative products or
services, new management, or favorable economic or market  cycles. 
These companies may be small, unseasoned firms in early stages of
development, or they may be mature organizations.    
   GROWTH FUND II     PORTFOLIO    seeks capital growth.  The Fund
invests primarily in equity securities that the Adviser believes have
above-average growth prospects.  Under normal market conditions, the
Fund will invest at least 65% of its total assets in equity
securities, including common stocks, preferred stocks, and securities
that are convertible into common or preferred stocks, such as warrants
and convertible bonds.  While the emphasis of the Fund is clearly on
equity securities, the Fund may invest a limited portion of its assets
in debt obligations when the Adviser perceives that they are more
attractive than stocks on a long-term basis.  The Fund may invest up
to 35% of its total assets in debt obligations, including
intermediate-to-long term corporate  or U.S. government debt
securities.  When the Adviser determines that market conditions
warrant a temporary defensive position, the Fund may invest without
limitation in cash and short-term fixed-income securities. Although
the debt obligations in which it invests will be primarily investment
grade, the Fund may invest up to 5% of its net assets in
non-investment grade debt obligations.  The Fund may invest up to 25%
of its assets in foreign securities, including both direct investments
and investments made through depository receipts.  The Fund generally
will invest in companies whose earnings are believed to be in a
relatively strong growth trend, and, to a lesser extent, in companies
in which significant further growth is not anticipated but whose
market value is thought to be undervalued.  In identifying companies
with favorable growth prospects, the Adviser ordinarily looks to
certain other characteristics, such as prospects for above-average
sales and earnings growth; high return on invested capital; overall
financial strength, including sound financial and accounting policies
and a strong balance sheet; competitive advantages, including
innovative products and service; effective research, product
development and marketing; and stable, capable management.     
   OPPORTUNITY FUND II     PORTFOLIO    seeks capital growth.  The
Fund invests primarily in equity securities and currently emphasizes
investments in medium-sized companies the Adviser believes are under
researched and attractively valued.  The Fund will invest at least 70%
of its total assets in equity securities, including common stocks,
preferred stocks, and securities that are convertible into common or
preferred stocks, such as warrants and convertible bonds.  Under
normal market conditions, the Fund expects to be fully invested in
equities.  The Fund may, however,  invest up to 30% of its net assets
in debt obligations, including intermediate-to long-term corporate or
U.S. government debt securities, and when the Adviser determines that
market conditions warrant a temporary defensive position, it may use
that allowance to invest up to 30% of its net assets in cash and
short-term fixed-income securities.  Although the debt obligations in
which it invests will be primarily investment grade, the Fund may
invest up to 5% of its net assets in non-investment grade debt
obligations.  The Fund may also invest up to 25% of its assets in
foreign securities, including both direct investments and investments
made through depository receipts. In selecting its equity investments,
the Adviser seeks to identify attractive investment opportunities that
have not become widely recognized by other stock analysts or the
financial press.  Through first-hand research that often includes
on-site visits with the leaders of companies, the Advisers looks for
companies with fundamental value or growth potential that is not yet
reflected in their current market prices.  In many cases, companies in
the small- and medium-capitalization markets are under-followed and,
as a result, less efficiently priced than their larger, better-known
counterparts.  The Fund's investments are therefore likely to consist,
in part, of securities in small- and medium-sized companies.  Many of
these companies may have successfully emerged from the start-up phase
and have potential for future growth.  Because of their longer track
records and more seasoned management, they generally pose less
investment uncertainty than do the smallest companies.  In general,
smaller-capitalization companies often involve greater risks than
investments in established companies.    
   WARBURG PINCUS    
   INTERNATIONAL EQUITY P    ORTFOLIO    seeks long-term capital
appreciation by investing in equity securities of non-U.S. issuers. 
The Portfolio pursues its investment objective by investing primarily
in a broadly diversified portfolio of equity securities of companies,
wherever organized, that in the judgement of the Adviser, have their
principal business activities  and interests outside of the United
States.  The Portfolio will ordinarily invest substantially all of its
assets in common stocks, warrants and securities convertible into or
exchangeable for common stocks, and will generally invest in at least
three countries other than the United States. The Portfolio intends to
be widely diversified across securities of many corporations located
in a number of foreign countries.  The Adviser anticipates, however,
that the Portfolio from time to time invest a significant portion of
its assets in a single country such as Japan, which may involve
special risks.   In appropriate circumstances, such as when a direct
investment by the Portfolio in the securities of a particular country
cannot be made or when the securities of an investment company are
more liquid than the underlying portfolio securities, the Portfolio
may invest in the securities of closed-end investment companies that
invest in foreign securities.  The Portfolio intends to invest
principally in the securities of financially strong companies with
opportunities for growth within growing international economies and
markets through increased earning power and improved utilization or
recognition of assets. International investment entails special risk
considerations, including currency fluctuations, lower liquidity,
economic instability, political uncertainty and differences in
accounting methods.    
   POST-VENTURE CAPITAL P    ORTFOLIO    seeks long-term growth of
capital.  The Portfolio pursues  an aggressive investment strategy by
investing primarily in equity securities of companies considered by
the Adviser to be in their post-venture capital stage of development.
Although the Portfolio may invest up to 10% of its assets in venture
capital and other investment Funds, the Portfolio is not designed
primarily to provide venture capital financing. Rather, under normal
market conditions, the Portfolio will invest up to at least 65% of its
total assets in equity securities of "post-venture capital companies." 
A post-venture capital company is a company that has received venture
capital financing either (a) during the early stages of the company's
existence or the early stages of the development of a new product or
service or (b) as part of a restructuring or recapitalization of the
company.  The investment of venture capital financing, distribution of
such company's securities to venture capital investors, or initial
public offering ("IPO"), whichever is later, will have been made
within ten years prior to the Portfolio's purchase of the company's
securities. The Adviser believes that venture capital participation in
a company's capital structure can lead to revenue/earnings growth
rates above those of older, public companies such as those in the Dow
Jones Industrial Average or the Fortune 500.  Up to 10% of the
Portfolio's assets may be invested in United States or foreign private
limited partnerships or other investment Funds ("Private Funds") that
themselves invest in equity  or debt securities of (a) companies in
the venture capital or post-venture capital stages of development or
(b) companies engaged in special situations or changes in corporate
control, including buyouts.   Because of the nature of the Portfolio's
investments and certain strategies it may use, such as investing in
Private Funds, an investment in the Portfolio should be considered
only for the aggressive portion of an investor's portfolio and may not
be appropriate for all investors.      
   SMALL COMPANY GROWTH P    ORTFOLIO    seeks capital growth by
investing primarily in equity securities of small sized domestic
companies (i.e., companies having stock market capitalizations of
between $25 million and $1 billion at the time of purchase) that
represent attractive opportunities for capital growth. It is
anticipated that the Portfolio will invest primarily in companies
whose securities are traded on domestic stock exchanges or in the
over-the -counter market.  Small companies may still be in the
development stage, may be older companies that appear to be entering a
new stage of growth progress owing to factors such as management
changes or development of new technology, products or markets or may
be companies providing products or services with a high unit volume
growth rate.  The Portfolio's investments will be made on the basis of
their equity characteristics and securities ratings generally will not
be a factor in the selection process.   The Portfolio may also invest
in securities of emerging growth companies, which can be either small-
or medium-sized companies that have passed their start up phase and
that show positive earnings and prospects of achieving significant
profit and gain in a relatively short period of time.  Emerging growth
companies generally stand to benefit from new products or services,
technological developments or changes in management and other factors
and include smaller companies experiencing unusual developments
affecting their market value.     
   Other separate accounts of FILI and separate accounts of other
insurance companies may also purchase shares of the Funds. It is
possible that in the future there may be conflicts between separate
accounts. See     RESOLVING MATERIAL CONFLICTS    on page .    
   FMR is the investment adviser for the Fidelity Funds. FMR is a
registered investment adviser under the Investment Advisers Act of
1940. FMR is the original Fidelity company and was founded in 1946. It
provides a number of mutual funds and other clients with investment
research and portfolio management services. It maintains a large staff
of experienced investment personnel and a full complement of related
support facilities. As of December 31, 1996, it advised funds having
more than 29 million shareholder accounts with a total value of more
than $432 billion. FMR charges the Portfolios an investment management
fee. These fees are part of the Portfolios' operating expenses. See
the attached prospectuses for the Funds for discussions of the Funds'
expenses.    
   The investment adviser for the Morgan Stanley Universal Funds is
Morgan Stanley Asset Management Inc., a wholly-owned subsidiary of
Morgan Stanley, Dean Witter, Discover & Co. ("MSDWD"), which is a
publicly owned financial services corporation listed on the New York 
stock exchange.  MSAM, a registered Investment Adviser under the
Investment Advisers Act of 1940, as amended, serves as investment
adviser to numerous open-end and closed-end investment companies, as
well as many institutions, pension plans and individuals. MSAM's
principal business office is located at 1221 Avenue of the Americas,
New York, New York 10020.     
   The investment adviser for the PBHG Insurance Series Fund, Inc.is
Pilgrim Baxter & Associates, Ltd. (the "Adviser"), a professional
investment management firm and registered investment adviser that,
along with its predecessors, has been in business since 1982.  The
controlling shareholder of the Adviser is United Asset Management
Corporation ("UAM"), a New York stock exchange  listed holding company
principally engaged through affiliated firms, in providing
institutional investments management services and acquiring
institutional investment management firms. UAM's headquarters are
located at One International Place, Boston, Massachusetts 02110.  The
principal business address of the Adviser is 1255 Drummers Lane, Suite
300, Wayne, Pennsylvania 19087.  Newbold's Asset Management, Inc., the
Sub-Adviser, 950 Haverford Road, Bryn Mawr, Pennsylvania 19010, is a
registered investment Adviser that was formed in 1940.  As with the
Adviser, the controlling shareholder of the Sub-Adviser is UAM.     
   The investment adviser for the Strong Funds is Strong Capital
Management, Inc.  The Adviser began conducting business in 1974. Since
then, its principal business has been providing continuous investment
supervision for individuals and institutional accounts, such as
pension funds and profit-sharing plans, as well as mutual funds,
several of which are funding vehicles for variable insurance products. 
The Advisers principal mailing address is P.O. Box 2936, Milwaukee,
Wisconsin 53201.  Mr. Richard S. Strong, the Chairman of the Board of
the Fund, is the controlling shareholder of the Adviser.     
   The investment adviser for the Warburg Pincus Funds is Warburg
Pincus. Incorporated in 1970, Warburg Pincus is indirectly controlled
by Warburg, Pincus & Co.("WP&Co."),  Warburg G.P has no business other
than being a holding company of Warburg Pincus and its affiliates.
Lionel I. Pincus, the managing partner of WP&Co., may be deemed to
control both WP&Co. and Warburg Pincus.  Warburg Pincus' address is
466 Lexington Avenue, New York, New York 10017-3147.    
   You will find more complete information about the Funds, including
the risks associated with each Portfolio, in their respective
prospectuses. You should read them in conjunction with this
prospectus.    
  
7.FACTS ABOUT THE CONTRACT
  
PURCHASE OF A CONTRACT
FILI offers the Contracts only in states in which it has obtained
approval. Three types of Contracts are available. You can purchase a
Non-qualified Contract using money from any source. Qualified
Contracts may be purchased with money rolled over from a qualified
retirement plan, such as a 401(k) plan, 403(b) plan or IRA. You may
also arrange with your employer to purchase a Tax-Sheltered Annuity
Contract with money in a tax-sheltered annuity under section 403(b) of
the Code.
The minimum Purchase Payment for a Contract is generally $25,000. You
may purchase a Qualified Contract only with a "rollover" (including a
direct trustee-to-trustee transfer, where permitted) of funds from
another qualified plan, tax-sheltered annuity or IRA.
You must be the Annuitant and the Owner of the Contract. If, in
addition to you, another person is named as an Owner, that person must
be the Joint Annuitant. However, if you purchase the Contract as a
Qualified Contract (IRA) or a Tax-Sheltered Annuity Contract, you must
be the sole Owner of the Contract.
For all Contracts, either you or the Joint Annuitant must generally be
no more than 85 years old. When FILI receives your properly completed
application, your payment is applied to the purchase of a Contract
within two business days after receipt at the Annuity Service Center.
Your application will be considered properly completed as soon as (1)
you have provided all the information requested on the application
form, including your choice of annuity income option, (2) we have
received adequate proof of your date of birth (and the date of birth
of the Joint Annuitant, if any), and (3) the entire amount of your
Purchase Payment has been received.
The date FILI credits the payment and issues your Contract is called
the Contract Date. If your application is incomplete, FILI will
request the information necessary to complete the application. If you
do not furnish the information within five days of the time FILI
receives your application, FILI will return your payment unless it
obtains your specific permission to keep it until you complete the
application.
FREE LOOK PRIVILEGE 
You may return a Contract for a refund within 10 days (or longer where
required by applicable state insurance law) after you receive it (the
"free look period"). When you are replacing an existing annuity or
life insurance policy with a Contract, FILI will extend the free look
period to 20 days, (or longer where required by applicable state
insurance law). If you choose to cancel the Contract, return it to the
Annuity Service Center with a written request within the free look
period. FILI will promptly refund the greater of (1) your Purchase
Payment (without interest) and (2) the amount of your Purchase Payment
plus the investment performance of the Money Market Investment Option.
FILI will also make an adjustment for the amount of any annuity income
it paid before it received the Contract. This provision may vary by
state where required by applicable state insurance law. ONCE THE FREE
LOOK PERIOD EXPIRES, THE CONTRACT MAY NOT BE RETURNED FOR A REFUND.
For most Contracts (other than replacements and exchanges), we
estimate the free look right to be in existence for 15 days after the
Contract Date on the assumption that you will receive the Contract
five days after the Contract Date. The Contract value in the Money
Market Subaccount will then be transferred to the Subaccounts you
choose on the application or in any later instructions to us. For
Contracts with large Purchase Payments, we may calculate the exact
date your free look right expires based on the actual date you receive
the Contract.
INVESTMENT ALLOCATION OF YOUR PURCHASE PAYMENT
The portion of your Purchase Payment you allocate to the Investment
Options will be invested in the Money Market Investment Option for the
period FILI estimates or calculates your free look privilege to be in
existence. At the end of the Valuation Period in which your free look
period expires, any amount then in the Money Market Investment Option
will be exchanged for Annuity Income Units in the percentages you have
chosen. You allocate percentages that are whole numbers, not
fractions. Immediately following the reallocations, the total dollar
value of the Annuity Income Units will be the same as the Free Look
Units that were exchanged.
At least 10% of the variable portion of your Purchase Payment must be
allocated to each Investment Option you select.
You may currently transfer amounts among Investment Options as often
as you wish without charge. However, excessive trading activity can
disrupt Portfolio management strategy and increase Portfolio expenses,
which are borne by everyone participating in the Portfolio regardless
of their transfer activity. Therefore, FILI reserves the right to
limit the number of transfers permitted, but not to fewer than six per
calendar year. You tell us the percentage you want for your new
allocation in each Investment Option. Your allocation percentages will
be in whole numbers, not fractions.
You may change the allocations among the Investment Options by writing
or telephoning the Annuity Service Center. We will provide you with a
Personal Identification Number for making telephone reallocations.
FILI and the Funds reserve the right to change telephone reallocation
provisions, or to eliminate them, and to limit or reject any telephone
reallocation at any time. You may make up to eighteen telephone
reallocations per calendar year. Fidelity Investments Life will not
accept exchange requests via fax.
FILI will not be responsible for any losses resulting from
unauthorized telephone reallocations if it follows reasonable
procedures designed to verify the identity of the caller. FILI will
request your Personal Identification Number and may also record calls.
You should verify the accuracy of your confirmation statements
immediately after you receive them.
In some cases, contracts may be sold to individuals who independently
utilize the services of a firm or individual engaged in market timing.
Generally, market timing services obtain authorization from Contract
Owner(s) to make transfers and exchanges among the sub-accounts on the
basis of perceived market trends. Because the large transfers of
assets associated with market timing services may disrupt the
management of the portfolios of the Funds, such transactions may
become a detriment to Contract Owners not utilizing the market timing
service.
The right to exchange contract values among sub-accounts may be
subject to modification if such rights are executed by a market timing
firm or similar third party authorized to initiate transfers or
exchange transactions on behalf of a Contract Owner(s). In modifying
such rights, the Company may, among other things, decline to accept
(1) the transfer or exchange instructions of any agent acting under a
power of attorney on behalf of more than one Contract Owner, or (2)
the transfer or exchange instructions of individual Contract Owners
who have executed pre-authorized transfer or exchange forms which are
submitted by market timing firms or other third parties on behalf of
more than one Contract Owner at the same time. The Company will impose
such restrictions only if it believes that doing so will prevent harm
to other Contract Owners.
When you reallocate among Investment Options, FILI will redeem shares
of the appropriate Portfolios at their prices as of the end of the
current Valuation Period. Generally any Investment Option you transfer
to is credited at the same time. However, we may wait to credit the
amount to a new Investment Option until an Investment Option you
transfer from becomes liquid. This will happen only if (1) the
Investment Option you transfer to invests in a Portfolio that accrues
dividends on a daily basis and requires federal funds before accepting
a purchase order, and (2) the Investment Option you transfer from is
investing in an equity Portfolio in an illiquid position due to
substantial redemptions or transfers that require it to sell Portfolio
securities in order to make funds available. The Investment Option you
transfer from will be liquid when it receives proceeds from sales of
Portfolio securities, the purchase of new Contracts, or otherwise.
During any period that we wait to credit an Investment Option for this
reason, the amount you transfer will be uninvested. After seven days
the transfer will be made even if the Investment Option you transfer
from is not liquid.
The amount of the allocation in each Investment Option will change
with its investment performance. You should periodically review the
allocations in light of market conditions and financial objectives.
CHARGES
The following are all the charges made under the Contract.
1. PREMIUM TAXES. Some states charge a "premium tax" based on the
amount of your Purchase Payment. State premium taxes range from 0% to
3.5%. In addition, some counties, cities or towns may charge
additional premium taxes. If you reside in a place where premium taxes
apply, any amount needed to provide for the applicable premium taxes
is deducted from your Purchase Payment. The remainder of your Purchase
Payment will be allocated to the Investment Options and/or applied to
the purchase of fixed annuity income.
2. ADMINISTRATIVE CHARGES. Administrative charges compensate FILI for
the expenses incurred in administering the Contracts. These expenses
include the cost of issuing the Contract, making electronic funds
transfers to your bank account or issuing checks, maintaining
necessary systems and records, and providing reports. These expenses
are covered by a daily administrative charge.
Each day, a deduction is made from the assets of the Investment
Options at an effective annual rate of 0.25%. We guarantee this charge
will never increase. This charge does not affect the amount of fixed
annuity income.
3. MORTALITY AND EXPENSE RISK CHARGE. A daily asset charge is deducted
for our assumption of mortality and expense risks. Each day an amount
is deducted from the assets of each Investment Option at an effective
annual rate of 0.75%. Of this charge, it is estimated that 0.50% is
for assuming mortality risks and it is estimated that 0.25% is for
assuming expense risks. We guarantee this charge will never increase.
The mortality risk is our obligation to provide annuity income for
your life (and the life of the Joint Annuitant, if any) no matter how
long that might be. The expense risk is our obligation to cover the
cost of issuing and administering the Contracts, no matter how large
that cost may be. FILI will realize a gain from the charge for these
risks to the extent that it is not needed to provide for benefits and
expenses under the Contracts. This charge does not affect the amount
of fixed annuity income.
4. EXPENSES OF THE FUNDS. The Funds are charged management fees and
incur operating expenses. The effect of these fees and expenses is
reflected in the performance of the Investment Options. See the
prospectuses for the Funds for a description of the Funds' fees and
expenses.
5. OTHER TAXES. FILI reserves the right to charge for certain taxes
(other than premium taxes) that it may have to fund. Currently, no
such charges are being made. See FILI'S TAX STATUS on page . 
ANNUITY INCOME DATES
We provide annuity income for each Annuity Income Date. You select the
first Annuity Income Date when you purchase the Contract. The first
Annuity Income Date may be either the first or the fifteenth day of a
month. All subsequent Annuity Income Dates will be on the same day of
the month as the first Annuity Income Date. The first Annuity Income
Date may be up to one year after the Contract Date. The first Annuity
Income Date generally may not be earlier than 30 days after the
Contract Date.
On the application, you choose the frequency of annuity income. You
can choose monthly, quarterly, semi-annual or annual annuity income.
SIGNATURE GUARANTEE
A signature guarantee is designed to protect you and Fidelity
Investments Life from fraud. Free look requests must include a
signature guarantee if any of the following situations apply: 
1. The requested amount is more than $25,000.
2. In other circumstances where we deem it necessary for the
protection of you, the customer, (e.g. the signature does not resemble
the signature we have on file).
You should be able to obtain a signature guarantee from a bank, broker
dealer (including Fidelity Investor Centers) credit union (if
authorized under state law), securities exchange or association,
clearing agency, or savings association. A notary public cannot
provide a signature guarantee.
DEATH BENEFIT
If no Annuitant or Joint Annuitant is alive on the first Annuity
Income Date, the Contract will be canceled and we will make a refund
equal to your Purchase Payment to your Beneficiary or Beneficiaries.
If your contract is a joint and survivor annuity and either you or the
Joint Annuitant die before the first Annuity Income Date we will
adjust the annuity income so that it equals what would have been paid
under a single life annuity issued to the survivor. This will usually
result in greater annuity income.
FIXED, VARIABLE OR COMBINATION ANNUITY INCOME
At the time of purchase, you allocate your Purchase Payment between
fixed and variable annuity income. You may choose all fixed annuity
income, all variable annuity income, or a combination of the two. Any
portion of your Purchase Payment allocated to fixed annuity income
will always remain allocated to fixed annuity income. Similarly, any
portion of your Purchase Payment allocated to variable annuity income
will always remain allocated to variable annuity income, but you can
reallocate the variable portion of your Contract among the various
Investment Options after the free look period.
If you allocate all of your Purchase Payment to fixed annuity income,
FILI will guarantee a specific amount of fixed annuity income that
will be the same on each Annuity Income Date, except as described for
Options 3 and 4 under TYPES OF ANNUITY INCOME OPTIONS on page .
If you choose a combination of fixed and variable annuity income, a
portion of your annuity income will be fixed and a portion will vary
according to the investment experience of the Investment Options. We
will guarantee the dollar amount of the fixed annuity income portion
on each Annuity Income Date. Both fixed and variable annuity income
decrease upon the death of the Annuitant or Joint Annuitant as
described for Options 3 and 4 under TYPES OF ANNUITY INCOME OPTIONS on
page .
If you choose all variable annuity income, all of your annuity income
will vary according to the investment experience of the Investment
Options. Variable annuity income may decrease upon the death of the
Annuitant or Joint Annuitant, as described for Options 3 and 4 under
TYPES OF ANNUITY INCOME OPTIONS on page .
Any portion of your Purchase Payment allocated to variable annuity
income will initially purchase Free Look Units. FILI will determine
the number of Free Look Units based upon (a) your age and sex (and the
age and sex of the Joint Annuitant, if any); (b) the type of annuity
income option you choose; (c) the frequency of Annuity Income Dates
you choose; (d) the first Annuity Income Date you choose; (e) the
Benchmark Rate of Return you choose; and (f) the value of the Free
Look Units on the Contract Date. The value of the Free Look Units
reflects the investment performance of the Money Market Investment
Option. On the date the free look period ends, FILI will exchange Free
Look Units for Annuity Income Units in the Investment Options you
select. The total dollar value of the Annuity Income Units will be the
same as the Free Look Units that were exchanged.
The number of Annuity Income Units allocated to each Investment Option
under a single life Contract will not change unless you reallocate
among the Investment Options. If you choose a joint life Contract and
benefits are reduced due to your death or the death of the Joint
Annuitant, the number of Annuity Units will be reduced at that time.
FILI calculates the amount of your variable annuity income based on
the number of Annuity Income Units credited to each Investment Option.
At the close of business on each Annuity Income Date (or on the next
Valuation Date if the Annuity Income Date falls on a non-business
day), the number of Annuity Income Units is multiplied by the value of
the Annuity Income Units for each Investment Option. The amount of
variable annuity income on the Annuity Income Date will be the sum of
annuity income amounts for each Investment Option.
BENCHMARK RATE OF RETURN
When you purchase a Contract, FILI calculates an estimated first
annuity income amount, assuming that the Investment Options will earn
the Benchmark Rate of Return you choose. If the annualized investment
return of the Investment Options is greater than the Benchmark Rate of
Return between the Contract Date and the first Annuity Income Date,
the first annuity income amount will be higher than the estimate. If
it is less, the first annuity income amount will be lower than the
estimate.
Income will increase from one Annuity Income Date to the next if the
annualized Net Rate of Return during that time is greater than the
Benchmark Rate of Return you choose, and will decrease if the
annualized Net Rate of Return is less than the Benchmark Rate of
Return. Choosing a 5.0% Benchmark Rate of Return instead of a 3.5%
Benchmark Rate of Return will result in a higher initial amount of
income, but income will increase more slowly during periods of good
investment performance and decrease more rapidly during periods of
poor investment performance.
The following graph illustrates the effect that your choice of a
Benchmark Rate of Return would have on your annuity income for a
hypothetical Contract. The graph assumes the following: (a) a Purchase
Payment of $100,000; (b) annuity income is entirely variable; (c) the
Contract is a single life Contract providing annuity income for ten
years or the rest of your life, whichever is longer; (d) you are a 65
year old male; and (f) the selected Portfolios earn a constant 10%
gross investment return before fees and expenses (equal to an 8.18%
Net Rate of Return after fees and expenses). Monthly income amounts
are shown for two Benchmark Rates of Return: 3.5% and 5.0% annually.
Notice that with the lower Benchmark Rate of Return your monthly
income starts at a lower level but increases more rapidly. With the
higher Benchmark Rate of Return monthly income starts at a higher
level but increases less rapidly.
 
 
Year       3.50%   5.00%
      1  $574.87 $660.97
      2     $601    $681
      3     $628    $702
      4     $656    $723
      5     $686    $745
      6     $717    $767
      7     $750    $791
      8     $784    $815
      9     $819    $839
     10     $856    $865
     11     $895    $891
     12     $935    $918
     13     $977    $946
     14   $1,022    $974
     15   $1,068  $1,004
     16   $1,116  $1,034
     17   $1,167  $1,066
     18   $1,219  $1,098
     19   $1,275  $1,131
     20   $1,332  $1,165
     21   $1,393  $1,201
     22   $1,455  $1,237
     23   $1,521  $1,275
     24   $1,590  $1,313
     25   $1,662  $1,353
 
TYPES OF ANNUITY INCOME OPTIONS
At the time of purchase, you have a choice among a number of annuity
income options. You also choose whether you want a minimum guaranteed
number of years of annuity income. For any income option, you may
choose to receive annuity income monthly, quarterly, semi-annually or
annually. Once you make these choices, they cannot be changed. The
options FILI currently offers are described below. Other annuity
income options may be made available. The federal income tax laws may
limit your annuity income options where the Contract is used as a
Qualified Contract or a Tax-Sheltered Annuity Contract.
1. SINGLE LIFE ANNUITY. We will provide annuity income for your entire
life, no matter how long that may be. Annuity income stops when you
are no longer living. It is possible that your total annuity income
under this option will be less than your Purchase Payment. It is even
possible that you might receive annuity income only once under this
option. This would happen if you were to die before the second Annuity
Income Date. Because of this risk, this option offers you the highest
level of annuity income. The Contract, like many annuities, pools the
mortality experience of all Annuitants and Joint Annuitants. In
effect, Annuitants and Joint Annuitants who live longer are subsidized
by those who do not.
2. JOINT AND SURVIVOR ANNUITY WITH FULL ANNUITY INCOME TO THE
SURVIVOR. Under this option, we will provide annuity income jointly to
you and the Joint Annuitant while you are both living, except that for
a Qualified Contract or Tax-Sheltered Annuity Contract during your
lifetime we provide the income only to you. After the death of either
of you, we will continue to provide the full amount of annuity income
to the survivor. Annuity income stops when both you and the Joint
Annuitant are no longer living. As in the case of the single life
annuity described above, there is the risk that you may receive
annuity income only once.
3. JOINT AND SURVIVOR ANNUITY WITH REDUCED ANNUITY INCOME TO THE
SURVIVOR. This option is like Option 2 above, except that annuity
income is higher while both you and the Joint Annuitant are living,
and lower when only one of you is still living. You indicate on your
application whether annuity income to the survivor is reduced to
two-thirds, or one-half, of the amount that it would have been were
you both still alive.
4. JOINT AND SURVIVOR ANNUITY WITH FULL ANNUITY INCOME TO THE
ANNUITANT IF THE JOINT ANNUITANT DIES, BUT REDUCED ANNUITY INCOME TO
THE JOINT ANNUITANT IF THE ANNUITANT DIES. This option is like Option
3 above, but annuity income is not reduced upon the death of the Joint
Annuitant if the Joint Annuitant is the first to die. In case you are
the first to die, you indicate on your application whether annuity
income to the Joint Annuitant is reduced to two-thirds, or one-half,
of the amount that it would have been were you both still alive. While
you and the Joint Annuitant are both still alive, this option provides
greater annuity income than Option 2 but not as much annuity income as
Option 3.
For Options 2, 3 and 4, if either you or the Joint Annuitant die
before the first Annuity Income Date, we will adjust the annuity
income so that it equals what would have been paid under a single life
annuity issued to the survivor. This will generally result in greater
annuity income.
GUARANTEE PERIOD
On your application, you may choose a guaranteed number of years of
annuity income beginning with the first Annuity Income Date. You may
choose a number of years from five (5) to thirty (30). You may do this
for any annuity income option. If neither you nor the Joint Annuitant
lives to the end of the guarantee period, any remaining annuity income
will go to your Beneficiary or Beneficiaries. For Options 3 and 4
above, if you and the Joint Annuitant die at the same time, the
annuity income due to any Beneficiary will be the same as if you died
before the Joint Annuitant. If you choose to have a guarantee period,
the amount of annuity income on each Annuity Income Date will be lower
than if you had not chosen the guarantee.
If (a) you choose Option 2, 3 or 4 with a guarantee period, (b) an
Owner dies before the first Annuity Income Date, and (c) the survivor
(whether it is you or the Joint Annuitant) is not the deceased Owner's
spouse, we will adjust the guarantee period, as required by the
federal income tax laws, so that it is not longer than the life
expectancy of the survivor. This may result in a shorter guarantee
period and a generally higher amount of annuity income.
If a Beneficiary is entitled to annuity income, the Beneficiary may
choose (a) to continue receiving annuity income on each remaining
Annuity Income Date, or (b) to receive a lump sum instead. The
Beneficiary must notify us within 60 days of the date we receive
notice of the relevant death to elect a lump sum. Otherwise, the
Beneficiary will receive annuity income for the remaining guaranteed
Annuity Income Dates.
A lump sum will become due under a Contract if there are guaranteed
Annuity Income Dates remaining and either: (a) a Beneficiary elects a
lump sum on the death of the last survivor of you and the Joint
Annuitant, (if any); (b) a Beneficiary receiving guaranteed annuity
income dies, or (c) the last survivor of you and the Joint Annuitant
(if any) dies and the Beneficiary is no longer living. For (b) the
lump sum will be paid to the Beneficiary's estate. For (c) it will go
to the estate of the last to die of you and the Joint Annuitant (if
any).
The fixed annuity income portion of any lump sum will be the present
value of the annuity income for the remaining guaranteed Annuity
Income Dates, discounted at a rate that is one percent greater than
the ten year United States Treasury Bond rate on the first Business
Day after the day FILI receives due proof of the Beneficiary's death
or the Beneficiary's election at the Annuity Service Center.
The variable annuity income portion will be the present value of the
annuity income for the remaining guaranteed Annuity Income Dates,
based on interest compounded annually at the Benchmark Rate of Return
that FILI used in determining the annuity income on the first Annuity
Income Date.
If FILI believes that the first annuity income amount due to any
Beneficiary will be less than $50, FILI may instead provide a lump sum
for the value of all remaining annuity income. The amount of the lump
sum will be determined on the same basis as described above for other
lump sums.
REPORTS
If part or all of your Purchase Payment is allocated to variable
income, we will send you a statement showing the number of Annuity
Income Units in each variable Investment Option, and the value of each
Annuity Income Unit, at least once each calendar quarter, and each
time you transfer Annuity Income Units among the Investment Options.
We will also send you semiannual reports containing financial
statements for the Funds, and a list of portfolio securities of the
Funds, as required by the Investment Company Act of 1940.
  
8.MORE ABOUT THE CONTRACT
  
TAX CONSIDERATIONS
TREATMENT OF DISTRIBUTIONS
TAXATION OF DISTRIBUTIONS. The portion of an annuity income
distribution that is includible in ordinary income may vary depending
on the annuity income option selected under the Contract, but
generally is the excess of the distribution over the "exclusion
amount". In the case of a variable annuity income distribution, the
exclusion amount is generally the "investment in the contract"
allocated to the variable annuity income, adjusted for any guaranteed
period, divided by the expected number of periodic annuity income
distributions (determined under Treasury Department regulations). In
the case of fixed annuity income distributions, the exclusion amount
is generally the amount determined by multiplying the distribution by
the ratio (determined under Treasury Department regulations) of (1)
the investment in the contract allocated to the fixed annuity income,
adjusted for any guaranteed period, to (2) the "expected return" under
the fixed annuity income distributions. For Qualified Contracts and
Tax-Sheltered Annuity Contracts, the investment in the contract is
generally zero. When the investment in the contract is zero, annuity
income distributions are fully taxable as ordinary income.
After the dollar amount of the investment in the contract is deemed to
be recovered, the entire amount of each annuity income distribution
will be fully includible in income. On the other hand, should the
annuity income distributions cease before the adjusted investment in
the contract is fully recovered, the person receiving those
distributions at the time of their death will be allowed a deduction
for the unrecovered amount of the adjusted investment in the contract
Where a guaranteed period of annuity income distributions is selected
and no Annuitant or Joint Annuitant lives to the end of that period,
the annuity income distributions made to the Beneficiary for the
remainder of that period are includible in income as follows: (1) if
received in a lump sum, they are included in income to the extent that
they exceed the unrecovered investment in the contract at the time; or
(2) if distributed as annuity income distributions, they are fully
excluded from income until the remaining investment in the contract is
deemed to be recovered, and all annuity income distributions
thereafter are fully includible in income.
PENALTY TAX. Certain distributions under the Contract may be subject
to a penalty tax equal to 10% of the portion of the distribution which
is includible in income. Annuity income distributions under Qualified
Contracts and Tax-Sheltered Annuity Contracts typically will not be
subject to the penalty tax. Also, the penalty tax generally will not
be imposed on distributions under a Non-qualified Contract that are
made (1) on or after the taxpayer attains age 59 1/2; (2) as part of a
series of "substantially equal periodic payments" over the life (or
life expectancy) of the taxpayer or the joint lives (or joint life
expectancies) of the taxpayer and his or her beneficiary; (3) under an
"immediate annuity" (as that term is defined in the tax law); or (4)
in certain other situations. In the case of a Contract held in custody
for a minor under the Uniform Gifts to Minors Act or the Uniform
Transfers to Minors Act, a distribution under the Contract ordinarily
is taxable to the minor. Whether the penalty tax applies to such a
distribution ordinarily is determined by the circumstance or
characteristics of the minor, not the custodian. Thus, for example, a
distribution taxable to a minor will not qualify for the exception to
the penalty tax for distributions made on or after age 59 1/2, even if
the custodian is 59 1/2 or older. It is unclear at this time whether
annuity distributions under a Non-qualified Contract prior to the
recipient attaining age 59 1/2 satisfy an exception to the penalty
tax. Accordingly, a prospective purchaser of a Non-qualified Contract
who expects to receive distributions prior to attaining age 59 1/2
should consult a qualified tax Adviser regarding the application of
the penalty tax to those distributions.
WITHHOLDING AND REPORTING. FILI will, as required by law, withhold and
remit to the U.S. Government a part of the taxable portion of each
distribution under the Contract, unless a written election not to have
any amounts withheld is filed prior to the distribution. Also, FILI
will report all annuity income distributions made while you are alive
as being distributed in full to you, even if you name a Joint
Annuitant.
QUALIFIED CONTRACTS AND TAX-SHELTERED ANNUITY CONTRACTS
The Contract may be used as an Individual Retirement Annuity under
Section 408(b) of the Internal Revenue Code and as a qualified
tax-sheltered annuity under Section 403(b) of the Code. Section 408(b)
of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement
Annuity." Also, Section 403(b) of the Code permits public school
employees and employees of certain types of charitable, educational
and scientific organizations specified in Section 501(c)(3) of the
Code to have their employers purchase tax-sheltered annuities for them
and, subject to certain limitations, to exclude the amount of purchase
payments from gross income for tax purposes. You should seek competent
advice as to the tax consequences associated with the use of a
Contract as a Qualified Contract or Tax-Sheltered Annuity Contract.
Because the Contract's minimum Purchase Payment is greater than the
maximum annual contribution permitted to an Individual Retirement
Annuity or a tax-sheltered annuity, a Qualified Contract and a
Tax-Sheltered Annuity Contract may be purchased only in connection
with a "rollover" (including a direct trustee-to-trustee transfer,
where permitted). Specifically, a Qualified Contract may be purchased
only in connection with a rollover of amounts from a qualified plan,
tax-sheltered annuity, or IRA. Also, a Tax-Sheltered Annuity Contract
may be purchased only in connection with a rollover of amounts from
another tax-sheltered annuity.
If the Contract is used as a Qualified Contract or a Tax-Sheltered
Annuity Contract, you must be the sole Owner of the Contract and the
Annuitant. If you name a Joint Annuitant, all distributions made while
you are alive must be made to you. Also, if you name a Joint Annuitant
who is not your spouse, the annuity income options from which you may
select may be limited, depending on the difference in ages between you
and the Joint Annuitant. Furthermore, if you choose a guaranteed
period, the length of the period may have to be limited in order to
satisfy certain minimum distribution requirements of the Code.
In order to satisfy the requirements in the Code, you generally may
not purchase a Tax-Sheltered Annuity Contract unless you have reached
age 59 1/2, separated from service, or become disabled (within the
meaning of the tax law). Certain payments, known as "eligible rollover
distributions," from a Tax-Sheltered Annuity Contract will be subject
to the new direct rollover and mandatory withholding requirements
enacted by Congress in 1992. Generally, distributions from a
Tax-Sheltered Annuity Contract will not constitute eligible rollover
distributions. However, if an eligible rollover distribution is made
under a Tax-Sheltered Annuity Contract, you will receive prior to the
distribution a notice (from the plan administrator or FILI) explaining
generally the new direct rollover and mandatory withholding
requirements and how to avoid the mandatory withholding thereunder by
electing to have the distribution directly transferred to certain
qualified retirement plans.
TAX DEFERRAL UNTIL DISTRIBUTIONS ARE MADE
Under existing provisions of the Code, any increase in the value of
the Contract is generally not taxable until distributions are made
under one of the Contract's annuity income options. However, as
discussed below, this tax deferral generally applies only if (1) the
Owner is an individual, (2) the investments in the Variable Account
are adequately diversified in accordance with Treasury Department
regulations, (3) FILI, rather than the Owner, is considered the owner
of the assets of the Variable Account for Federal tax purposes, and
(4) certain distribution requirements are met in the event that you
die.
NON-NATURAL OWNER. In certain circumstances, if an Owner were a
"non-natural" person, such as a corporation or a trust, the Contract
would not be treated as an annuity contract for Federal tax purposes,
and the Owner would be taxable currently on the income and gain from
the assets of the Variable Account. Accordingly, the Contract must be
owned by an individual (or individuals), and will not be issued to
"non-natural" persons.
DIVERSIFICATION REQUIREMENTS. For a Contract to be treated as an
annuity contract for Federal income tax purposes, the investments of
the Variable Account must be "adequately diversified." The Treasury
Department has issued regulations which prescribe standards for
determining whether the investments of the Variable Account are
"adequately diversified." If the Variable Account failed to comply
with these diversification standards, the Contracts would not be
treated as annuity contracts for Federal income tax purposes, and each
Owner would be taxable currently on the income and gain from the
assets of the Variable Account. Although FILI does not control the
investments of the Funds, FILI has entered into agreements with the
Funds requiring them to operate in compliance with the Treasury
Department regulations so that the Variable Account will be considered
"adequately diversified."
OWNERSHIP TREATMENT. In certain circumstances, variable annuity
contract owners may be considered the owners, for Federal income tax
purposes, of the assets of the separate account used to support their
contracts. In those circumstances, income and gains from the separate
account assets would be includible in the contract owners' gross
income. Several years ago, the Internal Revenue Service (the
"Service") stated in published rulings that a variable contract owner
will be considered the owner of separate account assets if the owner
possesses incidents of ownership in those assets, such as the ability
to exercise investment control over the assets. More recently, the
Treasury Department announced, in connection with the issuance of
regulations concerning investment diversification, that those
regulations "do not provide guidance concerning the circumstances in
which investor control of the investments of a segregated asset
account may cause the investor, rather than the insurance company, to
be treated as the owner of the assets in the account." This
announcement also stated that guidance would be issued by way of
regulations or rulings on the "extent to which policyholders may
direct their investments to particular sub-accounts [of a separate
account] without being treated as owners of the underlying assets." As
of the date of this Prospectus, no such guidance has been issued.
The ownership rights under the Contract are similar to, but different
in certain respects from, those described by the Service in rulings in
which it was determined that contract owners were not owners of
separate account assets. For example, the Owner of the Contract has a
choice of more Investment Options to which to allocate the Purchase
Payment, and may be able to transfer among Investment Options more
frequently than in such rulings. These differences could result in the
Owner being treated as the owner of the assets of the Variable
Account, and thus income and gain from such assets would be includible
in the Owner's income annually. In addition, it is not known what
standards will be set forth in the regulations or rulings which the
Treasury Department has stated it expects to issue. The Company
therefore reserves the right to modify the Contract as necessary to
attempt to prevent the Owner from being considered the owner of the
assets of the Variable Account.
DISTRIBUTION REQUIREMENTS. To qualify as an annuity for Federal tax
purposes, the Contract must satisfy certain distribution requirements
in the event of your death. The Contract contains the required
distribution provisions. In certain situations, those provisions may
limit the guaranteed period over which annuity income distributions
can be made (if such a period is selected).
This discussion of the Tax Considerations assumes that the Contract
will be treated as an annuity contact for Federal income tax purposes
and that FILI will be treated as the owner of the Variable Account
assets.
FILI'S TAX STATUS
FILI is taxed as a life insurance company under Subchapter L of the
Code. Since the operations of the Variable Account are part of, and
are taxed with, the operations of FILI, the Variable Account is not
separately taxed as a "regulated investment company" under Subchapter
M of the Code. Under existing Federal income tax laws, investment
income and capital gains of the Variable Account are not taxed to the
extent they are applied to increase reserves under a contract. FILI
does not expect to incur Federal income taxes attributable to the
Variable Account. Based on this, no charge is being made currently to
the Variable Account for Federal income taxes. FILI will periodically
review the need for a charge to the Variable Account for its Federal
income taxes. Such a charge may be made in future years for any
Federal income taxes that would be attributable to the Contracts.
Under existing laws, FILI may incur state and local taxes (in addition
to premium taxes) in several states. At present, these taxes (other
than premium taxes) are not significant and are not charged against
the Contracts or the Variable Account. If the amount of these taxes
changes substantially, FILI may make charges for such taxes against
the Variable Account.
GENERAL TAX CONSIDERATIONS
The above discussion is not exhaustive and is not intended as tax
advice. The Federal income tax consequences associated with the
purchase of an immediate annuity, like the Contract, are complex, and
the application of the pertinent tax rules to a particular person may
vary according to facts specific to that person. A qualified tax
Adviser should always be consulted regarding the application of law to
individual circumstances. In particular, if you name a Joint Annuitant
who is not your spouse (or if the Joint Annuitant is your spouse and
you and your spouse do not file joint income tax returns), you should
consult a qualified tax Adviser as to the tax consequences of your
particular arrangement.
This discussion is based on the Code, Treasury Department regulations,
and interpretations existing on the date of this Prospectus. These
authorities, however, are subject to change by Congress, the Treasury
Department, and judicial decisions.
This discussion does not address Federal estate and gift tax
consequences, or state or local tax consequences, associated with the
purchase of a Contract. In addition, Fidelity Investments Life
Insurance Company makes no guarantee regarding any tax treatment -
Federal, state, or local - of any contract or of any transaction
involving a Contract.
  
9.OTHER CONTRACT PROVISIONS
  
You should also be aware of the following important provisions of your
Contract.
1. OWNER(S). Before a Contract is issued, the Owner(s) have the right
to (a) name the Joint Annuitant, (if any); (b) allocate the Purchase
Payment between fixed and variable annuity income; (c) choose an
annuity income option; (d) allocate the Purchase Payment among the
Investment Options; (e) choose the Benchmark Rate of Return; (f) name
the Beneficiary or Beneficiaries; and (g) select the first Annuity
Income Date and how often you will receive annuity income.
After a Contract is issued, each Owner named in the application has
the following rights: (a) the right to change any Beneficiary; (b) the
right to cancel the Contract during the free look period; (c) any
right to reallocate among the Investment Options; and (d) the right to
instruct us how to vote shares of an investment portfolio attributable
to the Contract.
A Joint Annuitant who is not an Owner when a Contract is issued will
succeed to the rights in the paragraph above if he or she survives the
Owner. When no Owner or Joint Annuitant is still alive, each
Beneficiary will have (a) the right to reallocate among the Investment
Options, and (b) the right to instruct us how to vote shares of an
investment portfolio attributable to the Contract, with respect to his
or her share of annuity income.
2. ANNUITANT. You have the right to receive annuity income under the
terms of the Contract. You also have rights as an Owner as described
above.
3. JOINT ANNUITANT. For Non-qualified Contracts, the Joint Annuitant,
(if any), has the right to receive annuity income jointly with you
under the terms of the Contract. The Joint Annuitant may also be an
Owner, or succeed to the rights of the Owner(s) as described above.
For Qualified Contracts and Tax-Sheltered Annuity Contracts, (a) all
annuity income during your lifetime must be received only by you, and
(b) the Joint Annuitant may not be an Owner.
4. BENEFICIARY. You may name one or more Beneficiaries when you
complete your application. You may change Beneficiaries later, unless
you have designated an irrevocable Beneficiary, in which case we will
require the consent of the irrevocable Beneficiary in writing. The
Beneficiary (or Beneficiaries) will receive (a) annuity income for the
remainder of any guarantee period after the death(s) of the Annuitant
(and Joint Annuitant if any); and (b) a refund of your Purchase
Payment if you (and the Joint Annuitant, if any) do not live to the
first Annuity Income Date. Surviving Beneficiaries will receive equal
shares unless you specify otherwise. A Beneficiary may be a "Primary
Beneficiary" or a "Contingent Beneficiary". No Contingent Beneficiary
has the right to proceeds unless all of the Primary Beneficiaries die
before proceeds are determined. If a Beneficiary receiving annuity
income dies, we will provide a lump sum to his or her estate. See
TYPES OF ANNUITY INCOME OPTIONS on page .
5. MISSTATEMENT OF DATE OF BIRTH OR SEX. If the date of birth or sex
of you or the Joint Annuitant has been misstated, FILI will change the
benefits to those which the proceeds would have purchased had the
correct date(s) of birth and sex(es) been stated.
If the misstatement is not discovered until after the first Annuity
Income Date, FILI will take the following action: (1) if FILI provided
too much annuity income, FILI will add interest at the rate of 6% per
year compounded annually and withhold annuity income on subsequent
following Annuity Income Date(s) until it has recovered the excess;
(2) if FILI provided too little annuity income, we will make up the
balance plus interest at the rate of 6% per year compounded annually
in a lump sum.
6. ASSIGNMENT. The Contract may not be assigned.
7. DIVIDENDS. The Contract is "non-participating." This means that
there are no dividends. Investment results of the Investment Options
are reflected in benefits.
8.  NOTIFICATION OF DEATH. Any Beneficiary claiming an interest in the
Contract must provide us in writing with due proof of your death and
the death of the Joint Annuitant, (if any), at the Annuity Service
Center. We will not be responsible for any annuity income paid to you
or the Joint Annuitant, (if any), before we receive due proof of death
at the Annuity Service Center.
You and the Joint Annuitant are each responsible for notifying FILI of
the death of the other. Each Beneficiary is responsible for notifying
FILI of the death of the last surviving Annuitant or Joint Annuitant.
Upon the death of the last person with the right to receive annuity
income under a Contract, that person's executor is responsible for
notifying FILI. If too much annuity income is provided because FILI is
not notified of a death, FILI may withhold annuity income on
subsequent Annuity Income Dates, or take legal action, until it has
recovered any excess amounts.
SELLING THE CONTRACTS
The Contracts are distributed through Fidelity Brokerage Services,
Inc. and Fidelity Insurance Agency, Inc. Each is a subsidiary of FMR
Corp., the parent company of FILI. Fidelity Brokerage Services, Inc.
is the principal underwriter (distributor) of the Contracts. Fidelity
Distributors Corporation is the distributor of the Fidelity family of
funds, including the Funds. The principal business address of Fidelity
Brokerage Services, Inc. and Fidelity Distributors Corporation is 82
Devonshire Street, Boston, Massachusetts 02109. Fidelity Insurance
Agency, Inc. receives sales compensation from FILI of not more than
0.10% of the reserves held to support the Contracts. Amounts paid by
FILI to Fidelity Insurance Agency, Inc. will be paid out of the
general assets of FILI, which may include proceeds derived from
mortality and expense risk charges FILI deducts from the Variable
Account.
POSTPONEMENT OF BENEFITS
We will usually send annuity income within seven days of the Annuity
Income Date. We will usually send any lump sum distributions to
Beneficiaries within seven days of the day we receive proper notice.
We will usually send any Death Benefit within seven days after we
receive due proof of your death (for a single life Contract) or the
deaths of you and the Joint Annuitant (for a joint life Contract).
However, we may delay sending these amounts if (1) the disposal or
valuation of the Variable Account's assets is not reasonably
practicable because the New York Stock Exchange is closed for other
than a regular holiday or weekend, trading is restricted by the SEC,
or the SEC declares that an emergency exists; or (2) the SEC by order
permits postponement for any other reason.
  
10.MORE ABOUT THE VARIABLE ACCOUNT AND THE FUNDS
  
CHANGES IN INVESTMENT OPTIONS
We may from time to time make additional investment options available
to you. These investment options will invest in investment portfolios
that we find suitable for the Contract.
FILI also has the right to eliminate any Investment Option, to combine
two or more Investment Options, or substitute a new portfolio or fund
for the Portfolio in which an Investment Option invests. A
substitution may become necessary if, in FILI's judgment, a Portfolio
or Fund no longer suits the purpose of the Contract. This may happen
due to a change in laws or regulations, or a change in a Portfolio's
investment objectives or restrictions, or because the Portfolio is no
longer available for investment, or for some other reason. FILI would
obtain prior approval from the SEC and any other required approvals
before making such a substitution.
FILI also reserves the right to operate the Variable Account as a
management investment company under the 1940 Act or any other form
permitted by law or to deregister the Variable Account under such Act
in the event such registration is no longer required.
NET RATE OF RETURN FOR AN INVESTMENT OPTION
The Net Rate of Return reflects the investment performance of the
Investment Option, less all expenses and charges, for the Valuation
Period. FILI determines the Net Rate of Return of an Investment Option
at the end of each Valuation Period. Such determinations are made as
of the close of business each day the New York Stock Exchange is open
for business.
Shares of the Funds are valued at net asset value. Any dividends or
capital gains distributions of a Portfolio of the Funds are reinvested
in shares of that Portfolio.
VOTING RIGHTS
FILI will vote shares of the Funds owned by the Variable Account
according to your instructions. However, if the Investment Company Act
of 1940 or any related regulations or interpretations should change,
and FILI decides that it is permitted to vote the shares of the Funds
in its own right, it may decide to do so.
FILI calculates the number of shares that you may instruct it to vote
by dividing the reserve maintained in each Investment Option to meet
the obligations under the Contract by the net asset value of one share
of the corresponding Portfolio. Fractional votes will be counted. FILI
reserves the right to modify the manner in which it calculates the
weight to be given to your voting instructions where such a change is
necessary to comply with federal regulations or interpretations of
those regulations.
FILI will determine the number of shares you can instruct it to vote
90 days or less before the applicable Fund shareholder meeting. At
least 14 days before the meeting, we will mail you material for
providing your voting instructions.
If your voting instructions are not received in time, FILI will vote
the shares in the same proportion as the instructions received with
regard to all other contracts issued through the Variable Account.
FILI will also vote shares it holds in the Variable Account that are
not attributable to contracts in the same proportionate manner. Under
certain circumstances, FILI may be required by state regulatory
authorities to disregard voting instructions. This may happen if
following such instructions would change the sub-classification or
investment objectives of the Portfolios, or result in the approval or
disapproval of an investment advisory contract.
Under federal regulations, FILI may also disregard instructions to
vote for changes in investment policies or the investment adviser if
it disapproves of the proposed changes. FILI would disapprove a
proposed change only if it were contrary to state law, prohibited by
state regulatory authorities, or if it decided that the change would
result in overly speculative or unsound investments. If FILI ever
disregards voting instructions, it will include a summary of its
actions in the next semi-annual report.
RESOLVING MATERIAL CONFLICTS
The Funds are available to separate accounts offering variable annuity
and variable life products of other participating insurance companies,
as well as to the Variable Account and other separate accounts FILI
establishes.
Although FILI does not anticipate any disadvantages to this, there is
a possibility that a material conflict may arise between the interest
of the Variable Account and one or more of the other separate accounts
participating in a Fund. A conflict may occur due to a change in law
affecting the operations of variable life insurance and variable
annuity separate accounts, differences in the voting instructions we
receive and instructions received by other companies, or some other
reason. In the event of a conflict, it is possible that the Variable
Account might be required to withdraw its investment in the Funds. In
the event of any conflict, we will take any steps necessary to protect
Annuitants, Joint Annuitants and Beneficiaries.
PERFORMANCE
Performance information for the Investment Options may appear in
reports and advertising to current and prospective Owners, Annuitants,
Joint Annuitants and Beneficiaries. The performance information is
based on historical investment experience of the Investment Options
and the Funds and does not indicate or represent future performance.
Total returns are based on the overall dollar or percentage change in
value of a hypothetical investment. Total return quotations reflect
changes in Portfolio share price, the automatic reinvestment by the
separate account of all distributions and the deduction of applicable
annuity charges.
A cumulative total return reflects performance over a stated period of
time. An average annual total return reflects the hypothetical
annually compounded return that would have produced the same
cumulative total return if the performance had been constant over the
entire period. Because average annual total returns tend to smooth out
variations in an Investment Option's returns, you should recognize
that they are not the same as actual year-by-year results.
Some Investment Options may also advertise yield. These measures
reflect the income generated by an investment in the Investment Option
over a specified period of time. This income is annualized and shown
as a percentage. Yields do not take into account capital gains or
losses.
The Money Market Investment Option may advertise its current and
effective yield. Current yield reflects the income generated by an
investment in the Investment Option over a 7 day period. Effective
yield is calculated in a similar manner except that income earned is
assumed to be reinvested. The Investment Grade Bond, High Income and
Emerging Markets Debt Subaccounts may advertise a 30 day yield which
reflects the income generated by an investment in the Investment
Option over a 30 day period.
LITIGATION
Neither FILI, the Variable Account, nor Fidelity Brokerage Services,
Inc. is a party to any material litigation.
11.APPENDIX - ILLUSTRATIONS OF VALUES
The following tables have been prepared to show how investment
performance affects your variable annuity income over time. In these
illustrations, we assume that you are the person who will receive the
variable annuity income, and that the Contract is a Non-qualified
Contract. The illustrations show variable annuity income amounts and
fixed annuity income amounts.
The variable annuity income amounts reflect three different
assumptions for a constant investment return after all expenses:
- -1.65%, the Benchmark Rate of Return, and 10%. These are hypothetical
rates of return and, of course, FILI does not guarantee that you will
earn these returns for any one year or any sustained period of time.
The tables are for illustrative purposes only and do not represent
past or future investment returns.
Your variable income may be more or less than the income shown if the
actual returns of the Investment Options are different than those
illustrated. Since it is very likely that your investment returns will
fluctuate over time, you can expect that the amount of your annuity
income will also fluctuate. The total amount of annuity income
ultimately received will depend on how long you live and whether you
choose a guarantee period option.
Another factor which determines the amount of variable annuity income
is the Benchmark Rate of Return. You choose the Benchmark Rate of
Return from the options available. Income will increase from one
Annuity Income Date to the next if the annualized Net Rate of Return
during that time is greater than the Benchmark Rate of Return you
choose and will decrease if the annualized Net Rate of Return is less
than the Benchmark Rate of Return.
Two tables follow. The first is based on a 3.5% Benchmark Rate of
Return and the second is based on a 5% Benchmark Rate of Return.
The income amounts shown reflect the deduction of all fees and
expenses. Portfolio management fees and operating expenses are assumed
to be at an annual rate of 0.66% of their average daily net assets.
Actual fees and expenses under the Contract may be higher or lower,
will vary from year to year, and will depend on how you allocate among
the portfolios. The mortality and expense risk and administration
charge are assumed to be at an annual rate of 1% of the average daily
net assets.
Upon request, we will furnish a customized illustration based on your
individual circumstances and choice of annuity options.
12.FIDELITY INCOME ADVANTAGE ILLUSTRATION13.
N.FIA
37
 
ANNUITANT(S): JOHN DOE ANNUITY PURCHASE AMOUNT: $100,000
SEX: MALE CONTRACT DATE: 3/1/9   7    
DATE OF BIRTH: 1/1/3   2     FIRST ANNUITY INCOME DATE: 4/1/9   7    
PURCHASE PAYMENT ALLOCATION: 100% VARIABLE 0% FIXED
ANNUITY INCOME OPTION: SINGLE LIFE ANNUITY FREQUENCY OF ANNUITY
INCOME: MONTHLY
PREMIUM TAX FOR __________: 0%
 
The amount of monthly variable annuity income shown in the table below
and the graph that follows assumes a constant annual investment
return. The amount of variable annuity income you actually receive
will depend on the investment performance of the portfolios you
select. Your variable income can go up or down and no minimum dollar
amount of variable income is guaranteed. The amounts shown are based
on a 3.5% Benchmark Rate of Return.
     Annual rate of return after all expenses: (1)
 Annuity Income Date Age -1.6   5    % 3.5% 10%
 Apr. 1, 199   7     65 $   589     $   592     $     595    
 Apr. 1, 199   8     66 $   560      $   592     $     632    
 Apr. 1, 199   9     67 $   532     $   592     $     672    
 Apr. 1,    2000     68 $   506     $   592     $     714    
 Apr. 1, 200   1     69 $   481     $   592     $     759    
 Apr. 1, 200   6     74 $   372 $592     $   1,030    
 Apr. 1, 201   1     79 $   288     $   592     $   1,396    
 Apr. 1, 201   6     84 $   223     $   592     $   1,893    
(1) The corresponding returns before annuity and investment expenses
are:    0    %,    5.24    %, and    11.85    %
 
N.FIA
38
IF YOU APPLIED 100% OF YOUR PURCHASE PAYMENT TO FIXED ANNUITY INCOME
ON THE DATE OF THIS ILLUSTRATION, THE AMOUNT OF YOUR FIXED ANNUITY
INCOME WOULD BE $   652.64    .
    FIDELITY INCOME ADVANTAGE        
 ANNUITY INCOME GRAPH        
         
         
    Current Expenses: 0.66%    
 "Male, Age 65, Life Only"        Updated 2/26/97
         
  5% Benchmark    3.5% Benchmark 
  First Payment: $681.59     First Payment: $591.16  
         
         
  Net Returns     Net Returns  
 Year -1.65% 5.00% 10.00%  Year -1.65% 3.50% 10.00%
 1 $679  $683  $686   1 $589  $592  $595 
 2 $636  $683  $718   2 $560  $592  $632 
 3 $596  $683  $753   3 $532  $592  $672 
 4 $558  $683  $788   4 $506  $592  $714 
 5 $523  $683  $826   5 $481  $592  $759 
 6 $490  $683  $865   6 $457  $592  $807 
 7 $459  $683  $906   7 $434  $592  $858 
 8 $430  $683  $950   8 $412  $592  $911 
 9 $402  $683  $995   9 $392  $592  $969 
 10 $377  $683  "$1,042 "  10 $372  $592  "$1,030 "
 11 $353  $683  "$1,092 "  11 $354  $592  "$1,094 "
 12 $331  $683  "$1,144 "  12 $336  $592  "$1,163 "
 13 $310  $683  "$1,198 "  13 $319  $592  "$1,236 "
 14 $290  $683  "$1,255 "  14 $303  $592  "$1,314 "
 15 $272  $683  "$1,315 "  15 $288  $592  "$1,396 "
 16 $254  $683  "$1,378 "  16 $274  $592  "$1,484 "
 17 $238  $683  "$1,443 "  17 $260  $592  "$1,577 "
 18 $223  $683  "$1,512 "  18 $247  $592  "$1,676 "
 19 $209  $683  "$1,584 "  19 $235  $592  "$1,781 "
 20 $196  $683  "$1,659 "  20 $223  $592  "$1,893 "    
 
$5,000.00 of your annuity income is tax free each year until the total
amount of tax-free income equals the amount of your original
investment.
14.FIDELITY INCOME ADVANTAGE ILLUSTRATION15.
N.FIA
39
 
ANNUITANT(S): JOHN DOE ANNUITY PURCHASE AMOUNT: $100,000
SEX: MALE CONTRACT DATE: 3/1/9   7    
DATE OF BIRTH: 1/1/3   2     FIRST ANNUITY INCOME DATE: 4/1/9   7    
PURCHASE PAYMENT ALLOCATION: 100% VARIABLE 0% FIXED
ANNUITY INCOME OPTION: SINGLE LIFE ANNUITY FREQUENCY OF ANNUITY
INCOME: MONTHLY
PREMIUM TAX FOR __________: 0%
 
The amount of monthly variable annuity income shown in the table below
and the graph that follows assumes a constant annual investment
return. The amount of variable annuity income you actually receive
will depend on the investment performance of the portfolios you
select. Your variable income can go up or down and no minimum dollar
amount of variable income is guaranteed. The amounts shown are based
on a 5.0% Benchmark Rate of Return.
     Annual rate of return after all expenses: (1)
 Annuity Income Date Age -1.6   5    % 5% 10%
 Apr. 1, 199   7     65 $   679     $   683 $  686    
 Apr. 1, 199   8     66    $636     $   683     $     718    
 Apr. 1, 199   9     67 $   596 $683     $     753    
 Apr. 1,    2000     68 $   558     $   683     $     788    
 Apr. 1, 200   1     69 $   523     $   683     $     826    
 Apr. 1, 200   6     74    $377     $   683     $   1,042    
 Apr. 1, 201   1     79 $   272     $   683     $   1,315    
 Apr. 1, 201   6     84 $   196     $   683     $   1,659    
(1) The corresponding returns before annuity and investment expenses
are:    0    %,    6.77    %, and    11.85    %
 
N.FIA
40
IF YOU APPLIED 100% OF YOUR PURCHASE PAYMENT TO FIXED ANNUITY INCOME
ON THE DATE OF THIS ILLUSTRATION, THE AMOUNT OF YOUR FIXED ANNUITY
INCOME WOULD BE $65   2    .   64    .
    FIDELITY INCOME ADVANTAGE        
 ANNUITY INCOME GRAPH        
         
         
    Current Expenses: 0.66%    
 "Male, Age 65, Life Only"        Updated 2/26/97
         
  5% Benchmark    3.5% Benchmark 
  First Payment: $681.59     First Payment: $591.16  
         
         
  Net Returns     Net Returns  
 Year -1.65% 5.00% 10.00%  Year -1.65% 3.50% 10.00%
 1 $679  $683  $686   1 $589  $592  $595 
 2 $636  $683  $718   2 $560  $592  $632 
 3 $596  $683  $753   3 $532  $592  $672 
 4 $558  $683  $788   4 $506  $592  $714 
 5 $523  $683  $826   5 $481  $592  $759 
 6 $490  $683  $865   6 $457  $592  $807 
 7 $459  $683  $906   7 $434  $592  $858 
 8 $430  $683  $950   8 $412  $592  $911 
 9 $402  $683  $995   9 $392  $592  $969 
 10 $377  $683  "$1,042 "  10 $372  $592  "$1,030 "
 11 $353  $683  "$1,092 "  11 $354  $592  "$1,094 "
 12 $331  $683  "$1,144 "  12 $336  $592  "$1,163 "
 13 $310  $683  "$1,198 "  13 $319  $592  "$1,236 "
 14 $290  $683  "$1,255 "  14 $303  $592  "$1,314 "
 15 $272  $683  "$1,315 "  15 $288  $592  "$1,396 "
 16 $254  $683  "$1,378 "  16 $274  $592  "$1,484 "
 17 $238  $683  "$1,443 "  17 $260  $592  "$1,577 "
 18 $223  $683  "$1,512 "  18 $247  $592  "$1,676 "
 19 $209  $683  "$1,584 "  19 $235  $592  "$1,781 "
 20 $196  $683  "$1,659 "  20 $223  $592  "$1,893 "    
 
$5,000.00 of your annuity income is tax free each year until the total
amount of tax-free income equals the amount of your original
investment.
 
 
  
16.TABLE OF CONTENTS 
OF THE STATEMENT OF ADDITIONAL INFORMATION
  
General Information 
Performance 
Safekeeping of Variable Account Assets 
Distribution of the Contracts 
State Regulation 
Legal Matters 
Registration Statement 
Independent Accountants 
Financial Statements 
INDIVIDUAL RETIREMENT ACCOUNT
DISCLOSURE STATEMENT
1. Internal Revenue Service Regulations require you be given this
Disclosure Statement to make certain that you fully understand the
nature of an Individual Retirement Annuity (IRA). For this reason, it
is important that you read this statement carefully.
REVOCATION
2. You are allowed to revoke or cancel your IRA within thirty (30)
days of the later of (1) the date of the application for the IRA; or
(2) the date you receive the IRA Contract. A revocation treats an IRA
as if it never existed and entitles you to a full refund of your
entire contribution. FILI will refund the greater of (1) your Purchase
Payment in full, neither crediting your Contract for earnings, nor
charging it with any administrative expenses; or (2) your Purchase
Payment plus the investment performance of the Money Market Investment
Option. 
You may revoke your IRA by mailing or delivering a notice of
revocation to:
  Fidelity Investments Life Insurance Company
 Annuity Service Center
 P.O. Box 1306
 Boston, MA 02104-9907
 A notice of revocation shall be deemed mailed on the date of the
postmark (or if sent by certified or registered mail, the date of
certification or registration) if it is deposited in the mail in the
United States in an envelope, or other appropriate wrapper, first
class postage prepaid, properly addressed.
 Any question regarding this procedure may be directed to a Fidelity
Annuity Specialist at 1-800-544-2442.
CONTRIBUTIONS
3. You may establish an IRA for the purpose of rolling over all or a
portion of certain distributions from a qualified plan, tax sheltered
annuity, individual retirement account or other IRA within 60 days of
receipt of the distribution. The amount of your rollover IRA
contribution will not be included in your taxable income for the year
in which you receive the distribution.
4. Subsequent contributions will not be accepted.
5. No deduction is allowed for a rollover contribution.
INVESTMENTS
6. The assets in your IRA are nonforfeitable.
7. The IRA is not transferable and is established for the exclusive
benefit of you and your designated beneficiary or beneficiaries.
DISTRIBUTIONS
8. Distributions from your IRA generally will be included in your
gross income for federal income tax purposes for the year in which you
receive them.
9. To the extent they are included in taxable income, distributions
from your IRA made before age 59 1/2 will be subject to a 10%
non-deductible penalty tax (in addition to being taxable as ordinary
income) unless the distribution is rolled over to another qualified
plan, tax sheltered annuity or IRA, or the distribution is made on
account of your death or disability, or the distribution is one of a
scheduled series of "substantially equal periodic payments" over your
life (or life expectancy) or the joint lives (or joint life
expectancies) of yourself and the second person designated by you.
10. You must begin receiving distributions of the assets in your IRAs
by April 1 of the calendar year following the calendar year in which
you reach 70 1/2. Subsequent distributions must be made by December 31
of each year.
11. Generally, you may select any of the annuity income options under
the Contract as the method of distribution for the assets of this IRA.
However, if you name a Joint Annuitant who is not your spouse, the
joint and survivor annuity income options from which you may select
may be limited, depending on the difference in ages between you and
the Joint Annuitant. Also, if you name a Joint Annuitant, all
distributions made while you are alive must be made to you.
Furthermore, if you choose a guarantee period, it generally may not be
longer than your life expectancy (or the joint life and last survivor
expectancy of you and the Joint Annuitant, if any).
12. Once distributions are required to begin, they must not be less
than the amount each year (determined by actuarial tables) which would
exhaust the value of all your IRAs over the required distribution
period, which is generally your life expectancy or the joint life and
last survivor expectancy of you and your spouse. You will be subject
to a 50% excise tax on the amount by which the distribution you
actually received in any year falls short of the minimum distribution
required for the year.
13. If you die before your entire interest is distributed, the
remaining interest, if any. will be distributed as follows:
(a) If you die after distribution of your interest has begun, the
remaining portion of such interest will continue to be distributed at
least as rapidly as under the method of distribution being used prior
to your death.
(b) If you die before distributions have begun, the entire remaining
interest must be distributed as follows:
 (1) if there is no Joint Annuitant, by December 31st of the year
containing the fifth anniversary of your death, and usually within
seven days after we receive due proof of your death; or
 (2) if there is a Joint Annuitant, in equal or substantially equal
payments over the life or the life with a period certain not exceeding
the life expectancy of the Joint Annuitant starting by December 31st
of the year following the year of your death.
14. There is a 15% excise tax assessed against annual distributions
from tax-favored retirement plans, including IRAs, which exceed the
greater of (a) $150,000; and (b) $112,500 adjusted after 1988 to
reflect cost-of-living increases. To determine whether you have
distributions in excess of this limit you must aggregate the amounts
of all distributions received by you during the calendar year from all
retirement plans, including IRAs. Please consult with your tax advisor
for more complete information including favorable elections.
15. You may rollover all or a portion of your IRA into another IRA or
individual retirement annuity and maintain the tax-deferred status of
these assets. Tax-free rollovers between IRAs may be made no more than
once every twelve months.
OTHER TAX CONSIDERATIONS
16. Distributions are taxed generally as ordinary income under federal
income tax laws.
17. The tax treatment of single sum distributions under Section 402(d)
of the Code is not applicable to distributions from IRAs.
18. Reporting to the IRS will be required by you in the event that
special taxes or penalties described herein are due. You must file
Treasury Form 5329 with the IRS for each taxable year in which a
premature distribution takes place, excess distributions are made, or
less than the required minimum amount is distributed from your IRA.
The Tax Reform Act of 1986 also requires you to report the amount of
all distributions you received from your IRA and the aggregate balance
of all IRAs as of the end of the calendar year.
PROHIBITED TRANSACTIONS
19. If you or your designated beneficiary borrow any money under, or
by use of, all or a portion of your IRA, then the entire Contract will
lose its IRA classification, and you must include in gross income the
fair market value of the Contract as of the first day of the tax year.
If you are younger than age 59 1/2 at that time, you may have to pay
the 10% penalty tax on premature distributions.
FINANCIAL INFORMATION
22. The value of your investment will depend on how you allocate your
Purchase Payment between fixed and variable annuity income. The
portion of your Purchase Payment allocated to fixed annuity income
results in income that is the same from one Annuity Income Date to the
next unless you choose an annuity income option that calls for
decreasing annuity income upon your death or the death of the Joint
Annuitant. The annuity income from the portion of your Purchase
Payment allocated to the Investment Options will depend upon the
actual investment performance of the Investment Options you choose. No
minimum amount of variable annuity income is guaranteed. See your
prospectus for a more detailed description.
23. As further described in the prospectus, the following are all the
charges that FILI currently makes:
 (a) ADMINISTRATIVE CHARGE
 FILI deducts a daily charge from the assets of the Investment Options
equivalent to an effective annual rate of 0.25%. This charge is not
made against any portion of your Purchase Payment allocated to the
purchase of fixed annuity income.
 (b) MORTALITY AND EXPENSE RISK CHARGE
 FILI deducts a daily charge from the assets of the Investment Options
equivalent to an effective annual rate of 0.75%. This charge is not
made against any portion of your Purchase Payment allocated to the
purchase of fixed annuity income.
 (c) PORTFOLIO EXPENSES
 The Portfolios associated with the Investment Options incur operating
expenses and pay monthly management fees to Fidelity Management &
Research Company. The level of expenses varies by Portfolio. These
charges do not apply to any portion of your Purchase Payment allocated
to the purchase of fixed annuity income.
PART B
INFORMATION REQUIRED IN A STATEMENT
OF ADDITIONAL INFORMATION
 
 
FIDELITY INCOME ADVANTAGE
STATEMENT OF ADDITIONAL INFORMATION
AUGUST    29    , 1997
This Statement of Additional Information supplements the information
found in the current Prospectus for the variable annuity contracts
("Contracts") offered by Fidelity Investments Life Insurance Company
through its Fidelity Investments Variable Annuity Account I (the
"Variable Account"). You may obtain a copy of the Prospectus dated
August    29    , 1997, without charge by calling 800-544-2442.
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND
SHOULD BE READ TOGETHER WITH THE PROSPECTUS FOR THE CONTRACT.
TABLE OF CONTENTS PAGE
    Participation Agreements 
Ge    eneral Information 
Performance 
Yields 
Annuity Income 
Safekeeping of Variable Account Assets 
Distribution of the Contracts 
State Regulation 
Legal Matters 
Registration Statement 
Independent Accountants 
Financial Statements 
   PARTICIPATION AGREEMENTS    
   A participation agreement has been entered into between  Fidelity
Investments Life Insurance Company  and the following companies for
their management services: Strong Variable Insurance Funds, Inc.,
("Funds"), Strong Opportunity Fund II, Inc., and Strong Capital
Management, Inc. (the "Adviser").  PBHG Insurance Series Fund,  Inc.
("Fund"),  and Pilgrim Baxter & Associates, LTD. ("Adviser"). Morgan
Stanley Universal Funds, Inc. (the "Fund"), and Morgan Stanley Asset
Management Inc. and Miller Anderson & Sherrerd, LLP (the "Advisers"). 
Warburg, Pincus Trust, (the "Fund"); Warburg, Pincus Counsellors, Inc.
(the "Adviser"); and Counsellors Securities Inc.     
       
GENERAL INFORMATION
We may advertise quotes of Owners, Annuitants, Joint Annuitants or
Beneficiaries discussing Fidelity Income Advantage or services
provided by FILI. In addition, we may from time to time use statistics
in advertising to support the growth of annuity sales. Information to
support these statistics may be obtained from the Life Insurance
Marketing Research Association, A.M. Best, American Council of Life
Insurance or the Variable Annuity Research and Data Service.
From time to time, we may reprint and use as advertising and sales
literature, articles or quotes from financial or business publications
and periodicals. In addition, we may reference or discuss the products
and services of other affiliated companies, which may include:
Fidelity funds; retirement investing; brokerage products and services;
saving for college; charitable giving; and the Fidelity credit card.
In addition, Fidelity Investments Life may also provide information to
help individuals understand their investment goals and explore various
financial strategies. In communicating these strategies, we may:
(solid bullet) compare the differences between tax deferred and
taxable investments;
(solid bullet) discuss factors to consider when purchasing the
contract;
(solid bullet) discuss the effects of probate when transferring the
contract to heirs;
(solid bullet) discuss traditional sources of retirement income and
products which may be used to supplement that income;
(solid bullet) discuss effects of inflation on fixed-income sources
and how the variable investment options may be used as a potential
hedge against inflation during the deferral and income periods;
(solid bullet) illustrate and compare the effects additional payments
have on a contract;
(solid bullet) discuss strategies of reducing risk through
diversification of purchase payments and providing hypothetical
investment mixes; 
(solid bullet) discuss past returns of different classes of
investments based on data supplied through various sources such as
Ibbotson Associates of Chicago, Illinois, and;
(solid bullet) assist policyholders with inquiries regarding their
annuity.
 This information may be obtained from various sources such as The
U.S. Department of the Treasury, U.S. Department of Labor, and
Individual Annuitant Mortality Table. We may present this information
through various methods such as charts, graphs, illustrations, and
tables. 
You may purchase the contract with proceeds from various sources such
as transactions qualifying for a tax-free exchange under Section 1035
of the Internal Revenue Code.
PERFORMANCE
Performance information for any Investment Option may be compared, in
reports and advertising to: (1) the Standard & Poor's Index of 500
stocks ("S&P 500"), Dow Jones Industrial Average ("DJIA"), Donoghue's
Money Market Institutional Averages; (2) other variable annuity
separate accounts or other investment products tracked by Lipper
Analytical Services, Morningstar, or the Variable Annuity Research and
Data Service, widely used independent research firms which rank mutual
funds and other investment companies by overall performance,
investment objectives, and assets; and (3) the Consumer Price Index
(measure for inflation) to assess the real rate of return from an
investment. Unmanaged indices may assume the reinvestment of dividends
but generally do not reflect deductions for annuity charges and
investment management costs.
Total returns, yields and other performance information may be quoted
numerically or in a table, graph, or similar illustration. Reports and
advertising may also contain other information including the ranking
of any Investment Option derived from rankings of variable annuity
separate accounts or other investment products tracked by Lipper
Analytical Services, rating services, companies, publications or other
persons who rank separate accounts or other investment products.
The tables below provide performance results for each Investment
Option through 12/31/96 (June 30, 1997 where indicated). The
performance information is based on the historical investment
experience of the Investment Options and of the Portfolios. It does
not indicate or represent future performance.
Total Return
Total returns quoted in advertising reflect all aspects of an
Investment Option's return, including the automatic reinvestment by
the separate account of all distributions and any change in the
Investment Option's value over the period. Average annual returns are
calculated by determining the growth or decline in value of a
hypothetical historical investment in the Investment Option over a
stated period, and then calculating the annually compounded percentage
rate that would have produced the same result if the rate of growth or
decline in value had been constant over the period. For example, a
cumulative return of 100% over ten years would produce an average
annual return of 7.18%, which is the steady rate that would equal 100%
growth on a compounded basis in ten years. While average annual
returns are a convenient means of comparing investment alternatives,
investors should realize that the Investment Option's performance is
not constant over time, but changes from year to year, and that
average annual returns represent averaged figures as opposed to the
actual year-to-year performance of an Investment Option.
Table 1 shows the average annual total return on a hypothetical
investment in the Investment Options for the last year, from the date
that the Portfolios began operations, and, for Portfolios in existence
for five years or more, for five years, through December 31, 1996, (or
June 30, 1997, where indicated). The returns reflect the risk and
administrative charge (1% on an annual basis).
Table 1: Average Annual Total Return for Period Ending on 12/31/96,
unless indicated.
 Investment Option Start Date One Year Five Years  Life of Fund
Fidelity
 Asset Manager 9/6/89 13.45% 10.13% 10.58%
 Money Market 4/1/82 4.34% 3.48% 4.89%*
 Investment Grade Bond 12/5/88 2.15% 5.56% 7.12%
 Equity-Income 10/9/86 13.13% 16.78% 12.59%*
 Growth 10/9/86 13.55% 14.00% 13.99%*
 High Income 9/19/85 12.88% 13.79% 10.01%*
 Overseas 1/28/87 12.08% 8.03% 6.81%
 Index 500 8/27/92 21.59% N/A 15.93%
 Asset Manager: Growth 1/3/95 18.73% N/A 20.38%
 Contrafund 1/3/95 20.09% N/A 28.95%
 Growth Opportunities 1/3/95 12.08% N/A 22.35%
 Balanced 1/3/95 3.92% N/A 9.00%
Strong
 Discovery Fund II 5/8/92 6.19%** 12.03%** 10.72%**
 Opportunity Fund II 5/8/92 20.90%** 19.99%** 18.09%**
Warburg Pincus
 International Equity 6/30/95 13.83%** N/A 15.27%**
 Small Company Growth 6/30/95 1.34%** N/A 19.65%**
* 10 Years
** for period ending 6/30/97
In addition to average annual returns, the Investment Options may
quote unaveraged or cumulative total returns reflecting the simple
change in value of an investment over a stated period. Table 2 shows
the cumulative total return on a hypothetical investment in the
Investment Options from the date the Portfolios began operations
through December 31, 1996. The returns reflect the risk and
administrative charge (1% on an annual basis).
Table 2: Cumulative Total Return for Period Ending on 12/31/96, unless
indicated.
 Investment Option Start Date One Year Five Years  Life of Fund
Fidelity
Asset Manager 9/6/89 13.45% 62.12% 108.83%
Money Market 4/1/82 4.34% 18.66% 61.33%*
Investment Grade Bond 12/5/88 2.15% 31.13% 74.25%
Equity-Income 10/9/86 13.13% 117.36% 227.72%*
Growth 10/9/86 13.55% 92.65% 270.84%*
High Income 9/19/85 12.88% 90.95% 159.71%*
Overseas 1/28/87 12.08% 47.19% 92.32%
Index 500 8/27/92 35.82% N/A 56.39%
Asset Manager: Growth 1/3/95 18.73% N/A 44.77%
Contrafund 1/3/95 20.09% N/A 66.04%
Growth Opportunities 1/3/95 17.08% N/A 53.60%
Balanced 1/3/95 8.86% N/A 22.78%
Morgan Stanley
Emerging Markets Debt 6/   16    /97 N/A N/A (0.08%)**
Emerging Markets Equity 10/1/96 N/A N/A 19.   51    %**
Global Equity 1/2/97 N/A N/A 14.   34    %**
 International Magnum 1/2/97 N/A N/A 16.1   3    %**
PBHG
Growth II 5/1/97 N/A N/A 4.32**
Technology & 
Communications        5/   1    /92 N/A N/A (1.63%)**
Strong
Discovery Fund II 5/8/92 6.19%**    76.44    %** 68.96%**
Growth Fund II 12/31/96 N/A N/A 13.13%**
Opportunity Fund II 5/8/92 20.90%** 1   48.76    %**    135.47    %**
Warburg Pincus
International Equity 6/30/95 13.83%** N/A 15.87%**
Small Company Growth 6/30/95 1.34%** N/A 19.65%**
* 10 Years
** For period ending 6/30/97
YIELDS
Some Investment Options may also advertise yields. Yields quoted in
advertising reflect the change in value of a hypothetical investment
in the Investment Option over a stated period of time, not taking into
account capital gains or losses. Yields are annualized and stated as a
percentage. Yields quoted in advertising may be based on historical
seven day periods.
Current yield for the Money Market Investment Option reflects the
income generated by the Investment Option over a 7 day period. Current
yield is calculated by determining the change (net of management fees
and the 1% insurance charge) of a hypothetical account containing one
share of the underlying Portfolio exclusive of capital changes. This
change is divided by the value of the account at the beginning of the
base period to obtain the base period return. This base period return
is annualized by multiplying by (365/7). The resulting yield figure is
carried to the nearest hundredth of a percent. Effective yield is
obtained by compounding the base period return over a one year period.
Since the reinvestment of income is assumed in the calculation of the
effective yield, it will generally be higher than the current yield.
For the 7 day period ending on 12/31/96, the Money Market Investment
Option had a current yield of 4.24% and an effective yield of 4.33%.
A 30 day yield for bond Investment Options reflects the income
generated by an Investment Option over a 30 day period. Current yield
is calculated by determining the interest income (net of management
fees and the 1% insurance charge) of a hypothetical account containing
one share exclusive of capital changes. Yield will be computed by
dividing the net interest income during the period by the value of the
hypothetical account at the end of the period. Income is calculated
for purposes of yield quotations in accordance with standardized
methods applicable to all bond funds. In general, interest income is
reduced with respect to bonds trading at a premium over their par
value by subtracting a portion of premium from income on a daily basis
and is increased with respect to bonds trading at a discount by adding
a portion of the discount to daily income. Capital gains and losses
are generally excluded from the calculation. The 30 day yield for the
period ending on 12/31/96 was 5.00% for the Investment Grade Bond
Investment Option   ,      6.27% for the High Income Investment
Option    and the 30 day yield for the period ending on 6/30/97 was
6.14% for Emerging Markets Debt Investment Option.    
ANNUITY INCOME
Periodic annuity income amounts may be illustrated using the
historical performance of the Investment Options, the Standard &
Poor's 500 Composite Stock Price Index or other recognized investment
benchmark portfolios. All illustrations will reflect the 1% annual
annuity charge and actual or assumed Portfolio expenses.
SAFEKEEPING OF VARIABLE ACCOUNT ASSETS
The assets of the Variable Account are held by FILI. The assets of the
Variable Account are held apart from our general account assets and
any other separate accounts we may establish. We maintain records of
all purchases and redemptions of the shares of the Funds held by the
variable Investment Options. We maintain fidelity bond coverage for
the acts of our officers and employees.
DISTRIBUTION OF THE CONTRACTS
As explained in the prospectus, the Contracts are distributed through
Fidelity Brokerage Services, Inc. and Fidelity Insurance Agency, Inc.,
which are affiliated with FMR Corp. and FILI. The offering of the
contracts is continuous, and we do not anticipate discontinuing
offering the Contracts. However, we reserve the right to discontinue
offering the contracts.
STATE REGULATION
FILI is subject to regulation by the Department of Insurance of the
State of Utah, which periodically examines our financial condition and
operations. We are also subject to the insurance laws and regulations
of all jurisdictions where we do business. The Contract described in
the Prospectus and Statement of Additional Information has been filed
with and, where required, approved by, insurance officials in those
jurisdictions where it is sold.
We are required to submit annual statements of our operations,
including financial statements, to the insurance departments of the
various jurisdictions where we do business to determine solvency and
compliance with applicable insurance laws and regulations.
LEGAL MATTERS
The legal validity of the Contracts described in the Prospectus and
Statement of Additional Information has been passed on by David J.
Pearlman, Senior Legal Counsel of Fidelity Investment Life Insurance
Company. Jorden Burt Berenson & Johnson LLP  of Washington, D.C. has
passed on matters relating to Federal securities laws.
REGISTRATION STATEMENT
We have filed a Registration Statement under the Securities Act of
1933 with the SEC relating to the Contracts. The Prospectus and
Statement of Additional Information do not include all the information
in the Registration Statement. We have omitted certain portions
pursuant to SEC rules. You may obtain the omitted information from the
SEC's main office in Washington, D.C. by paying the SEC's prescribed
fees.
INDEPENDENT ACCOUNTANTS
The consolidated statements of financial condition of Fidelity
Investments Life Insurance Company as of December 31, 1996 and 1995,
and the related  consolidated statements of income, stockholder's
equity, and cash flows for each of the three years in the period ended
December 31, 1996, and the statement of assets and liabilities of the
Fidelity Investments Variable Annuity Account I as of December 31,
1996, and the related statements of operations and changes in net
assets for the years ended December 31, 1996 and 1995 included in this
registration statement have been included herein in reliance on the
reports of Coopers & Lybrand L.L.P., independent accountants, on the
authority of that firm as experts in accounting and auditing.
FINANCIAL STATEMENTS
The financial statements of FILI included herein should be
distinguished from the financial statements of the Variable Account
and should be considered only as bearing upon our ability to meet our
obligations under the Contracts.
            FIDELITY INVESTMENTS LIFE INSURANCE COMPANY
             (A Wholly-Owned Subsidiary of FMR Corp.)
                CONSOLIDATED FINANCIAL STATEMENTS
       for the years ended December 31, 1996, 1995 and 1994
                                                 Page(s)
Report of Independent Accountants                      1
Consolidated Statements of Financial Condition         2
Consolidated Statements of Income                      3
Consolidated Statements of Stockholder's Equity        4
Consolidated Statements of Cash Flows                  5
Notes to the Consolidated Financial Statements      6-13
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Stockholder of
Fidelity Investments Life Insurance Company:
We have audited the accompanying consolidated statements of financial
condition of Fidelity Investments Life Insurance Company (a
wholly-owned subsidiary of FMR Corp.) as of December 31, 1996 and
1995, and the related consolidated statements of income, stockholder's
equity, and cash flows for each of the three years in the period ended
December 31, 1996.  These financial statements are the responsibility
of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.  We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial condition
of Fidelity Investments Life Insurance Company as of December 31, 1996
and 1995, and the consolidated results of its operations and its cash
flows for each of the three years in the period ended December 31,
1996 in conformity with generally accepted accounting principles.
Coopers & Lybrand L.L.P.
 
Boston, Massachusetts
January 29, 1997
        FIDELITY INVESTMENTS LIFE INSURANCE COMPANY
          (A Wholly-Owned Subsidiary of FMR Corp.)
      CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                 December 31, 1996 and 1995
ASSETS                                  1996            1995
Debt securities available for 
sale                            $167,973,832    $159,755,595
Common stocks                      3,576,373            -
Policy loans                         127,948         114,595
Total investments                171,678,153     159,870,190
Cash and cash equivalents          2,886,300       2,298,255
Accrued investment income          2,728,843       2,604,761
Deferred policy acquisition costs 16,865,993      13,240,829
Goodwill, net of accumulated 
amortization of $1,271,328 in 
1996 and $1,157,808 in 1995        3,515,380       3,628,900
Other assets                       1,039,517         608,621
Deferred tax asset                13,109,839       7,940,026
Separate account assets        6,165,792,850   4,485,145,409
Total assets                  $6,377,616,875  $4,675,336,991
LIABILITIES
Future contract and policy 
benefits                          66,268,392      71,535,637
Payable to affiliates              1,684,839       2,894,161
Other liabilities and accrued 
expenses                           3,007,930       3,420,811
Federal income taxes payable         109,000         527,311
Separate account liabilities   6,164,194,468   4,480,757,963
Total liabilities              6,235,264,629   4,559,135,883
Commitments and contingencies (Note 7)
STOCKHOLDER'S EQUITY
Common stock, par value $10 
per share - authorized, 
1,000,000 shares; issued 
and outstanding, 300,000 
shares                             3,000,000       3,000,000
Additional paid-in capital        68,048,088      68,048,088
Unrealized gain on securities 
available for sale, net of tax       716,604       2,364,688
Retained earnings                 70,587,554      42,788,332
Total stockholder's equity       142,352,246     116,201,108
Total liabilities and 
stockholder's equity          $6,377,616,875  $4,675,336,991
         FIDELITY INVESTMENTS LIFE INSURANCE COMPANY
           (A Wholly-Owned Subsidiary of FMR Corp.)
              CONSOLIDATED STATEMENTS OF INCOME
      for the years ended December 31, 1996, 1995 and 1994
                          1996           1995           1994 
Revenues:
Fees charged to 
contractholders    $56,600,909    $39,171,360    $28,423,041
Net investment 
income              11,056,173     10,687,327      6,052,171
Realized gains 
(losses), net         (37,755)       (14,021)      (176,109)
                    67,619,327     49,844,666     34,299,103
Benefits and expenses:
Return credited to 
contractholders 
  and other 
benefits             3,630,146      4,179,438      2,100,679
Underwriting, 
acquisition and 
insurance 
expenses (1)        21,332,521     16,859,410     11,958,754
Amortization of 
goodwill               113,520        113,520        113,520
                    25,076,187     21,152,368     14,172,953
Income before 
provision for 
  income taxes      42,543,140     28,692,298     20,126,150
  
Provision for income 
taxes               14,743,918     10,344,880      7,016,062
  
Net income         $27,799,222    $18,347,418    $13,110,088
(1) Includes affiliated party transaction (Note 5)
           FIDELITY INVESTMENTS LIFE INSURANCE COMPANY
             (A Wholly-Owned Subsidiary of FMR Corp.)
         CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
      for the years ended December 31, 1996, 1995 and 1994
 
<TABLE>
<CAPTION>
<S>   <C>                                                                                
                                                   Unrealized                            
 
                                                  Gain (Loss)                            
 
                                   Additional   on Securities                    Total   
 
                          Common      Paid-In   Available for  Retained  Stockholder's   
 
                           Stock      Capital            Sale  Earnings         Equity   
 
      Balance at                                                                         
 
        January 1,                                                                       
 
        1994         $3,000,000  $60,048,088  $      -     $11,330,826   $74,378,914     
 
      Adjustment to                                                                      
 
        beginning balance                                                                
 
        for change in                                                                    
 
        accounting principle,                                                            
 
        net of tax benefit                                                               
 
        of $533,602                              (990,956)                   (990,956)   
 
      Capital contribution                                                               
 
        from parent                8,000,000                               8,000,000     
 
      Net income                                             13,110,088    13,110,088    
 
      Change in unrealized                                                               
 
        gain (loss), net of                                                              
 
        tax benefit of                                                                   
 
        $594,591                               (1,698,831)                 (1,698,831)   
 
      Balance at                                                                         
 
        December 31,                                                                     
 
        1994          3,000,000   68,048,088  (2,689,787)   24,440,914     92,799,215    
 
      Net income                                            18,347,418     18,347,418    
 
      Change in unrealized                                                               
 
        gain (loss), net of                                                              
 
        tax  benefit of                                                                  
 
        $2,721,642                             5,054,475                    5,054,475    
 
      Balance at                                                                         
 
        December 31,                                                                     
 
        1995          3,000,000   68,048,088   2,364,688    42,788,332    116,201,108    
 
                                                                                         
 
      Net income                                            27,799,222     27,799,222    
 
      Change in unrealized                                                               
 
        gain (loss), net of tax                                                          
 
        benefit of $887,431                   (1,648,084)                  (1,648,084)   
 
      Balance at                                                                         
 
        December 31,                                                                     
 
        1996         $3,000,000  $68,048,088    $716,604   $70,587,554   $142,352,246    
 
</TABLE>
 
             FIDELITY INVESTMENTS LIFE INSURANCE COMPANY
               (A Wholly-Owned Subsidiary of FMR Corp.)
                CONSOLIDATED STATEMENTS OF CASH FLOWS
       for the years ended December 31, 1996, 1995 and 1994
 
<TABLE>
<CAPTION>
<S>   <C>                                                                               
                                                   1996          1995          1994     
 
      Cash flows from operating activities:                                             
 
      Net income                             $27,799,222   $18,347,418   $13,110,088    
 
      Adjustments to reconcile net income                                               
 
        to net cash provided by operating                                               
 
        activities:                                                                     
 
        Amortization of bond discount                                                   
 
          and premium                          1,133,278     1,111,542     1,242,771    
 
        Realized loss on investments              37,755        14,021       176,109    
 
        Amortization of goodwill                 113,520       113,520       113,520    
 
        Depreciation and amortization          1,240,837       870,009       763,483    
 
        Deferred taxes on earnings            (4,282,382)   (3,163,423)   (2,090,239)   
 
        Increase in future contract                                                     
 
        and policy benefits                    3,296,023     1,875,338     1,930,775    
 
        Addition to deferred policy                                                     
 
          acquisition costs                   (4,406,980)   (3,380,870)  (3,578,600)    
 
                                                                                        
 
      Changes in assets and liabilities:                                                
 
        Accrued investment income               (124,082)     (522,944)     (798,721)   
 
        Amounts due (from) to separate                                                  
 
          accounts                             2,789,064    (1,585,709)      389,538    
 
        Payable to parent and affiliates, net (1,209,322)    2,052,095       593,236    
 
        Other assets and liabilities            (914,883)    2,054,180     1,308,402    
 
                                                                                        
 
      Net cash provided by operating                                                    
 
        activities                            25,472,050    17,785,177    13,160,362    
 
      Cash flows from investing activities:                                             
 
      Purchase of investments                (83,411,193)  (54,337,078) (136,809,754)   
 
      Proceeds from disposal of investments   67,910,035    23,220,971    89,827,943    
 
      Additions to fixed assets                 (819,579)     (570,316)     (213,267)   
 
      Additions to separate accounts      (1,007,857,631) (785,157,232) (868,356,472)   
 
      Net cash used in investing                                                        
 
        activities                        (1,024,178,368) (816,843,655) (915,551,550)   
 
      Cash flows from financing activities:                                             
 
      Considerations and deposits on                                                    
 
        variable annuity products          1,153,249,988   908,482,198   952,425,197    
 
      Payments to contractholders           (153,955,625) (109,796,924)  (60,291,338)   
 
      Capital contribution from parent              -             -        8,000,000    
 
      Net cash provided by                                                              
 
        financing activities                 999,294,363   798,685,274   900,133,859    
 
      Net (decrease) increase in cash                                                   
 
        and cash equivalents                     588,045      (373,204)   (2,257,329)   
 
                                                                                        
 
      Cash and cash equivalents:                                                        
 
      Beginning of year                        2,298,255     2,671,459     4,928,788    
 
      End of year                             $2,886,300    $2,298,255    $2,671,459    
 
</TABLE>
 
       The accompanying notes are an integral part of the consolidated 
                     financial statements.
          FIDELITY INVESTMENTS LIFE INSURANCE COMPANY
            (A Wholly-Owned Subsidiary of FMR Corp.)
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. Significant Accounting Policies:
   
   Organization
   
   The consolidated financial statements include the accounts of
Fidelity Investments Life Insurance Company (FILI), a Utah domiciled
insurance company, and Empire Fidelity Investments Life Insurance
Company (EFILI), a wholly-owned insurance company operating
exclusively in the State of New York collectively, the "Company"). 
All intercompany accounts have been eliminated in consolidation.
 
   The Company issues variable deferred and immediate annuity
contracts and is licensed in all states.  Amounts invested in the
fixed option of the contracts are allocated to the General Account of
the Company.  Amounts invested in the variable option of the contracts
are allocated to the Variable Annuity Accounts, separate accounts of
the Company.  Amounts invested in the variable life policies are
allocated to the Variable Life Account I, also a separate account of
the Company.  The assets of the Variable Accounts are invested in the
portfolios of the Variable Insurance Products Fund and the Variable
Insurance Products Fund II, which are reported at the net asset value
of such portfolios.  During 1996, the Company began offering a term
life insurance product with level premium paying periods of one, five,
ten, fifteen and twenty years.
 
   Basis of Presentation
   The accompanying consolidated financial statements of the Company
have been prepared on the basis of generally accepted accounting
principles ("GAAP"), which vary in certain respects from reporting
practices prescribed by state insurance regulatory authorities (Note
4). 
 
   Investments
 
   Investments in debt securities available-for-sale and common stocks
are reported at fair value.  Fair values are derived from external
market quotations.  Unrealized gains or losses on debt securities and
common stock are excluded from earnings and reported as a separate
component of stockholder's equity, net of taxes, until realized.  The
discount or premium on debt securities is amortized using the interest
method.  Loan-backed and structured securities are amortized including
anticipated prepayments at the date of purchase.  Policy loans are
carried at outstanding principal balances, not in excess of policy
cash surrender value.  These loans are an integral part of the
insurance products and have no maturity dates.  Consequently, it is
impracticable to determine the market value of policy loans.
 
   Investment income is recognized on the accrual basis.  Realized
gains or losses on investments sold are determined on the basis of the
specific identification method.  Unrealized gains or losses on the
Company's funds retained in the separate accounts are reflected in
income.
   Cash Equivalents
 
   The Company considers all highly liquid debt instruments purchased
with an original maturity date of three months or less to be cash
equivalents.  Cash equivalents are stated at cost which approximates
fair value.
 
   Separate Accounts
 
   Separate account assets represent funds held for the exclusive
benefit of variable annuity and variable life insurance
contractholders and are reported at fair value.  Since the
contractholders receive the full benefit and bear the full risk of the
separate account investments, the income and realized and unrealized
gains and losses from such investments are offset by an increase in
the amount of liabilities related to the separate account.  The excess
of separate account assets over separate account liabilities
represents funds of the Company retained in the separate account.
 
   Future Contract and Policy Benefits and Fees Charged to
Contractholders
 
   Future contract and policy benefits represent the reserve liability
which approximates the contractholder's account balance.  Fees charged
to contractholders include the cost of providing insurance protection
for variable life contractholders, mortality and expense risk charges,
surrender charges and an annual administrative charge for variable
annuity contractholders.
 
   Deferred Policy Acquisition Costs
 
   The costs of acquiring new business, principally first-year
commissions and certain expenses of policy issue and underwriting, all
of which vary with and are related to the production of new business,
have been deferred.  These acquisition costs are being amortized in
proportion to the present value of expected future gross profits from
interest margins, mortality and other elements of performance under
the contracts.
 
   Income Taxes
 
   FILI files a consolidated life insurance return with its
subsidiary, EFILI.  Under a tax sharing agreement, each company is
charged or credited its share of taxes as determined on a
separate-company basis.
 
   The liability method is used in accounting for income taxes.  Under
this method, deferred tax assets and liabilities are determined based
on differences between financial reporting and tax bases of assets and
liabilities and are measured using the enacted tax rates and laws that
will be in effect when the differences are expected to reverse.
   Goodwill
 
   Goodwill, representing the excess of FMR Corp.'s cost over the net
assets of the Company at the date of acquisition, has been reflected
in these financial statements net of certain identifiable tax benefits
realized and is being amortized on a straight-line basis over 40
years.
 
   Use of Estimates
 
   The preparation of the consolidated statement of financial
condition in accordance with generally accepted accounting principles
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expense during the
reporting period.  Actual results could differ from those estimates.
 
   Reclassifications
 
   Certain prior year balances have been reclassified to conform with
current year presentation.
2. Investments:
The components of net investment income are as follows:
                               Years ended December 31,
                            1996          1995         1994
Debt securities      $10,509,919    $9,762,049   $5,956,902
Common stocks            216,340          -            -
Short-term investments 
and cash equivalents     551,046       459,245      453,138
Policy loans               8,814         8,288        9,329
Investment in separate 
accounts                 419,102     1,002,072       15,890
Total investment 
income                11,705,221    11,231,654    6,435,259
Investment expenses      649,048       544,327      383,088
Net investment 
income               $11,056,173   $10,687,327   $6,052,171
Gross realized gains and losses from sales of debt securities were as
follows:
                              Years ended December 31,
                             1996          1995         1994
Gross realized gains      $28,075        $4,605         $462
Gross realized losses      65,830        18,626      176,571
Gross unrealized appreciation (depreciation) for debt securities, by
type of issuer, and common stock were as follows:
 
<TABLE>
<CAPTION>
<S>   <C>                                                                              
                                                                                       
 
                                               December 31, 1996                       
 
                                                    Gross       Gross                  
 
                                    Amortized  Unrealized  Unrealized          Fair    
 
                                         Cost       Gains      Losses         Value    
 
      U.S. Treasury securities and                                                     
 
        obligations of U.S.                                                            
 
        government corporations                                                        
 
        and agencies               $52,221,996    $274,739   $(93,624)   $52,403,111   
 
      Corporate securities          97,184,021   1,068,425   (115,902)    98,136,544   
 
      Asset-backed securities       17,325,380     108,797       -        17,434,177   
 
      Total  debt securities      $166,731,397  $1,451,961  $(209,526)  $167,973,832   
 
      Common stock                  $3,716,340        -     $(139,967)    $3,576,373   
 
                                                     December 31, 1995                 
 
                                                     Gross       Gross                 
 
                                     Amortized  Unrealized  Unrealized          Fair   
 
                                          Cost       Gains      Losses         Value   
 
      U.S. Treasury securities and                                                     
 
        obligationsof U.S.                                                             
 
        government corporations                                                        
 
        and agencies               $24,297,882    $834,737   $   -        25,132,619   
 
      Debt securities issued by                                                        
 
        foreign governments            690,789      10,851       -           701,640   
 
      Corporate securities         105,871,089   2,436,331    (29,189)   108,278,231   
 
      Asset-backed securities       25,257,852     386,403     (1,150)    25,643,105   
 
      Totals                      $156,117,612  $3,668,322   $(30,339)  $159,755,595   
 
</TABLE>
 
The amortized cost and fair value of debt securities at December 31,
1996, by contractual maturity, are shown below.  Expected maturities
may differ from contractual maturities because borrowers may have the
right to call or prepay obligations with or without call or prepayment
penalties.
                           Amortized               Fair
                                Cost              Value
Due in 1 year or less    $42,248,904        $42,421,051
Due after 1 year through 
5 years                   70,557,387         71,281,586
Due after 5 years 
through 10 years          34,951,519         35,054,851
Due after 10 years         1,648,207          1,782,167
Subtotal                 149,406,017        150,539,655
Asset-backed securities   17,325,380         17,434,177
                        $166,731,397       $167,973,832
All debt securities are investment grade and there are no significant
concentrations by issuer or by industry other than U.S. government
securities.
3. Income Taxes:
Significant components of the provision for income taxes attributable
to operations were as follows:
                           Years ended December 31,
                         1996            1995           1994
Current           $19,026,301     $13,508,303     $9,106,301
Deferred          (4,282,383)     (3,163,423)    (2,090,239)
Provision for 
income taxes      $14,743,918     $10,344,880     $7,016,062
Deferred income taxes reflect the net tax effects of temporary
differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for income tax
purposes.  Significant components of the Company's deferred tax assets
were as follows:
                                 Years ended December 31,
                                        1996            1995
Deferred policy acquisition 
costs                            $11,271,609      $8,303,903
Reserves                           2,328,200       1,027,221
Unrealized (gain) loss on 
securities available-for-sale      (385,864)     (1,273,295)
Other, net                         (104,106)       (117,803)
Total net deferred tax assets    $13,109,839      $7,940,026
Management believes that the Company's future income will be
sufficient to realize the net deferred tax assets.
FILI paid federal income taxes of $19,444,612, $13,790,214, and
$8,642,087 in 1996, 1995, and 1994, respectively.
The effective tax rates approximate the statutory federal income tax
rates for the years ended 1996, 1995 and 1994.
4. Stockholders' Equity and Dividend Restrictions:
Generally, the net assets of the Company available for transfer to FMR
Corp. are limited to the excess of FILI's net assets, as determined in
accordance with statutory accounting practices, over minimum statutory
capital requirements; however, payments of such amounts as dividends
may be subject to approval by regulatory authorities.
Net income and capital stock and surplus as determined in accordance
with statutory accounting practices were as follows:
                           Years ended December 31,
                         1996           1995           1994
Net income        $19,978,488    $12,651,624     $8,587,674
Capital stock 
and surplus       105,642,545     86,495,098     74,227,508
5. Affiliated Company Transactions:
The Company's insurance contracts are distributed through Fidelity
Brokerage Services, Inc. (FBSI) and Fidelity Insurance Agency, Inc.
(FIA), both of which are affiliated with FMR Corp.  FILI and EFILI
have entered into agreements with FIA under which FILI pays FIA
first-year sales compensation of $50 a contract and renewal sales
compensation of 0.10% of the contract value each year.  EFILI pays FIA
sales compensation of 3% of payments received.  The Company
compensated FIA in the amount of $9,360,582, $6,833,848 and $6,044,200
in 1996, 1995 and 1994, respectively.
The Company has entered into administrative service agreements with
its affiliates whereby the Company provides certain administrative and
accounting functions.  The Company received $806,704, $988,878 and
$730,790 in 1996, 1995 and 1994, respectively, for such services.  The
reimbursements are accounted for as a direct reduction of the
Company's expenses.
FMR Corp. maintains a noncontributory trusteed defined benefit pension
plan covering substantially all eligible Company employees.  The
benefits earned are based on years of service and the employees'
compensation during the last five years of employment.  FMR Corp.'s
policy for the plan is to fund the maximum amount deductible for
income tax purposes, and to charge each subsidiary for its share of
such contributions.  Pension costs of $181,966, $107,143 and $81,946
were charged to the Company in 1996, 1995 and 1994, respectively.
FMR Corp. sponsors a trusteed Profit-Sharing Plan and a contributory
401(k) Thrift Plan covering substantially all eligible Company
employees.  Payments are made to the trustee by FMR Corp. annually for
the Profit-Sharing Plan and monthly for the 401(k) Thrift Plan.  FMR
Corp.'s policy is to fund all costs accrued and to charge each
subsidiary for its share of the cost.  The cost charged to the Company
for these plans amounted to $440,597, $424,336 and $330,683 in 1996,
1995 and 1994, respectively.
The Company participates in various FMR Corp. stock-based compensatory
plans.  The compensation is based on the change in the net asset value
of FMR Corp. common stock, as defined.  The aggregate expenses related
to these plans charged to the Company were approximately $603,385,
$708,538 and $579,345 in 1996, 1995 and 1994, respectively.
6. Underwriting, Acquisition and Insurance Expenses:
Underwriting, acquisition and insurance expenses were as follows:
                           Years ended December 31,
                           1996           1995          1994
Commissions          $5,839,169     $4,215,653    $2,463,918
Taxes, licenses and 
fees                  1,882,452      1,351,008     1,057,712
Amortization of 
deferred policy 
  acquisition costs     781,816        571,588       382,665
General insurance 
expenses             12,829,084     10,721,161     8,054,459
                    $21,332,521    $16,859,410   $11,958,754 
7. Commitments and Contingencies:  
Reinsurance     
  FILI reinsures certain of its life contracts risks with other
companies.  FILI retains a maximum coverage per individual life of
$25,000 plus 30% of the excess over $25,000; the maximum initial
retention not to exceed $100,000.
 
  The Company has entered into agreements to reinsure certain
guarantee provisions and mortality losses on its annuity contracts. 
The Company is contingently liable for claims reinsured that the
assuming company is unable to pay.  Premiums and deposits ceded under
these reinsurance contracts were not material to the consolidated
financial statements.
STATEMENT OF ASSETS AND LIABILITIES
   
 
 
FIDELITY INVESTMENTS VARIABLE ANNUITY ACCOUNT I
OF
FIDELITY INVESTMENTS LIFE INSURANCE COMPANY
 
 
<TABLE>
<CAPTION>
<S>                                                                             <C>                 
                                                                                                    
 
                                                                                DECEMBER 31, 1996   
 
ASSETS                                                                                              
 
Investments at Current Market Value:                                                                
 
 Variable Insurance Products Fund (VIP)                                                             
 
  Money Market Portfolio - 516,421,448 shares (cost $516,421,448)               $ 516,421,448       
 
  High Income Portfolio - 20,350,982 shares (cost $237,197,853)                  254,794,294        
 
  Equity-Income Portfolio - 65,552,276 shares (cost $1,058,931,535)              1,378,564,385      
 
  Growth Portfolio - 30,615,412 shares (cost $766,643,782)                       953,363,919        
 
  Overseas Portfolio - 13,041,994 shares (cost $214,953,936)                     245,711,153        
 
                                                                                                    
 
 Variable Insurance Products Fund II (VIP II)                                                       
 
  Investment Grade Bond Portfolio - 6,800,548 shares (cost $81,300,775)          83,238,712         
 
  Asset Manager Portfolio - 41,464,924 shares (cost $605,056,011)                702,001,153        
 
  Index 500 Portfolio - 4,007,905 shares (cost $306,622,134)                     357,224,531        
 
  Asset Manager Growth Portfolio - 14,139,054 shares (cost $172,034,926)         185,221,607        
 
  Contrafund Portfolio - 54,748,561 shares (cost $726,283,082)                   906,636,168        
 
                                                                                                    
 
   Total Assets                                                                 $ 5,583,177,370     
 
                                                                                                    
 
LIABILITIES                                                                                         
 
                                                                                                    
 
   Total Liabilities                                                             0                  
 
                                                                                                    
 
NET ASSETS                                                                                          
 
 Variable Annuity Contracts                                                     $ 5,442,772,112     
 
 Annuity Reserves                                                                139,079,202        
 
 Retained in Variable Account by Fidelity Investments Life Insurance Company     1,326,056          
 
                                                                                                    
 
   Total Net Assets                                                             $ 5,583,177,370     
 
</TABLE>
 
FIDELITY INVESTMENTS VARIABLE ANNUITY ACCOUNT I
 OF
FIDELITY INVESTMENTS LIFE INSURANCE COMPANY
 
 
<TABLE>
<CAPTION>
<S>   <C>                         <C>   <C>              <C>   <C>                <C>   <C>               <C>   
      SUBACCOUNTS INVESTING IN:                                                                                 
 
                                                                                                                
                                                                                                                
        VIP -                             VIP -                  VIP -                                          
        MONEY MARKET                      HIGH INCOME            EQUITY-INCOME            VIP - GROWTH          
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S> <C>            <C>            <C>            <C>            <C>            <C>            <C>            <C>            
    12/31/96       12/31/95       12/31/96       12/31/95       12/31/96       12/31/95       12/31/96       12/31/95       
 
 Income:                                                                                     
 
 Dividends             
    $ 22,183,49    $ 20,938,18    $ 16,728,27    $ 7,310,462    $ 55,685,27    $ 54,694,031   $ 52,408,31    $ 2,257,895    
    8              5              3                             0                             1                             
 
EXPENSES:                                                                                                           
 
 Mortality,         3,678,351                                                                                               
 expense risk                                                                                                         
 and adminis-           
     4,265,461                     2,133,584      1,424,671      13,282,629     8,919,504      8,895,743      5,588,458     
 trative charges                                                           
 
Net investment          
    17,918,037     17,259,834     14,594,689     5,885,791      42,402,641     45,774,527     43,512,568     (3,330,563)   
 income (loss)                                                                                                        
 
Realized gain      0              4,215,546      3,468,694      44,973,966     4,662,258      34,665,280     11,540,837    
 
Unrealized                                                                                                            
 appreciation                                                                                                         
 (depreciation)         
    0              0              6,407,080      14,660,109     71,715,782     205,095,093    25,231,481     132,834,43    
 during the year                                                                                        6              
 
Net increase                                                                                                           
 in net assets                                                                                                          
 from operations        
    17,918,037     17,259,834     25,217,315     24,014,594     159,092,38     255,531,878    103,409,32     141,044,71    
                                                                9                             9              0              
 
Payments                                                                                                               
 received from                                                                                                         
 contract owners        
     716,350,46     589,374,91     19,246,520     12,599,198     67,800,413     57,511,018     65,624,862     45,108,759    
     3              4                                                                                                       
 
Transfers                                                                                                              
 between sub-           
    (572,043,36    (541,618,26    39,372,795     46,531,837     8,556,850      249,534,173    88,618,608     138,179,18    
 accounts and the      
    5)             8)                                                                                        1              
 fixed account, net                                                                                                    
 
Transfers                                                                                                               
 for contract                                                                                                           
 benefits and           
    (34,497,387    (22,256,309    (4,602,693)    (2,760,110)    (27,944,559    (19,939,132    (19,664,847    (12,065,908   
 terminations          
    )              )                                            )              )              )              )              
 
Other transfers   
 (to) from        
 Fidelity Invest- 
 ments Life             
    (117,521)      (165,577)      (16,920)       (80,197)       (375,090)      (608,712)      (325,787)      (319,611)     
 Insurance                                                                                                             
 Co., net                                                                                                              
 
Net increase                                                                                                           
 (decrease) in                                                                                                         
 net assets             
    109,692,19     25,334,760     53,999,702     56,290,728     48,037,614     286,497,347    134,252,83     170,902,42    
 from contract         
    0                                                                                         6              1              
 transactions                                                                                                          
 
Retained in                                                                                                            
 (returned from)                                                                                                       
 Variable               
    (279,345)      78,923         (113,623)      77,233         (734,182)      602,520        (385,048)      338,618       
 Annuity                                                                                                               
 Account I, net                                                                                                        
 
Total increase                                                                                                          
 (decrease) in          
    127,330,88     42,673,517     79,103,394     80,382,555     206,395,82     542,631,745    237,277,11     312,285,74    
 net assets            
    2                                                           1                             7              9              
 
Net assets at                                                                                                          
 beginning              
    389,090,56     346,417,04     175,690,90     95,308,345     1,172,168,5    629,536,819    716,086,80     403,801,05    
 of period             
    6              9              0                             64                            2              3              
 
Net assets at end                                                                                                      
 of period             
    $ 516,421,4    $ 389,090,5    $ 254,794,2    $ 175,690,9    $ 1,378,564,   $ 1,172,168,   $ 953,363,9    $ 716,086,8    
    48             66             94             00             385            564            19             02             
 
</TABLE>
 
FIDELITY INVESTMENTS VARIABLE ANNUITY ACCOUNT I
 OF
FIDELITY INVESTMENTS LIFE INSURANCE COMPANY
 
      SUBACCOUNTS           
      INVESTING IN:         
 
                          
                          
        VIP -             
        OVERSEAS          
 
           12/31/96   12/31/95   
 
 Income:                         
 
 Dividends             $ 5,076,103    $ 1,831,239    
 
EXPENSES:                                            
 
 Mortality,                                          
 expense risk                                        
 and adminis-           2,325,480                    
 trative charges                       2,035,083     
 
Net investment          2,750,623                    
 income (loss)                         (203,844)     
 
Realized gain           4,977,991      12,959,632    
 
Unrealized                                           
 appreciation                                        
 (depreciation)         17,808,822                   
 during the year                       2,395,325     
 
Net increase                                         
 in net assets                                       
 from operations        25,537,436     15,151,113    
 
Payments                                             
 received from                                       
 contract owners        15,310,022     8,380,232     
 
Transfers                                            
 between sub-           27,187,801                   
 accounts and the                      (87,240,272   
 fixed account, net                   )              
 
Transfers                                            
 for contract                                        
 benefits and           (5,076,410)                  
 terminations                          (5,160,163)   
 
Other transfers                                      
 (to) from                                           
 Fidelity Invest-                                    
 ments Life             (58,320)                     
 Insurance                                           
 Co., net                              (100,463)     
 
Net increase                                         
 (decrease) in                                       
 net assets             37,363,093                   
 from contract                         (84,120,666   
 transactions                         )              
 
Retained in                                          
 (returned from)                                     
 Variable               (91,969)                     
 Annuity                                             
 Account I, net                        (48,579)      
 
Total increase                                       
 (decrease) in          62,808,560                   
 net assets                            (69,018,132   
                                      )              
 
Net assets at                                        
 beginning              182,902,59                   
 of period             3               251,920,72    
                                      5              
 
Net assets at end                                    
 of period             $ 245,711,1    $ 182,902,5    
                       53             93             
 
 
 
 
 
 
<TABLE>
<CAPTION>
<S>   <C>             <C>   <C>                <C>   <C>            <C>   <C>                <C>   
                                                                                                   
        VIP II -                                                            VIP II -               
        INVESTMENT            VIP II -                 VIP II -             ASSET MANAGER:         
        GRADE BOND            ASSET MANAGER            INDEX 500            GROWTH                 
 
</TABLE>
 
 
 
<TABLE>
<CAPTION>
<S>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        
           12/31/96   12/31/95   12/31/96   12/31/95   12/31/96   12/31/95   12/31/96   12/31/95   
 
 Income:                                                                                           
 
</TABLE>
 
 
 
 
<TABLE>
<CAPTION>
<S>    <C>            <C>            <C>           <C>           <C>            <C>            <C>            <C>           
 Dividends             
       $ 3,861,311    $ 1,682,779    $ 47,469,96   $ 17,964,09   $ 5,677,684    $ 502,158      $ 9,328,581    $ 2,142,569   
                                     3             3                                                                        
 
EXPENSES:                                                                                                             
 
 Mortality,                                                                                                             
 expense risk                                                                                                       
 and 
adminis-              565,912        7,112,472     7,872,594     2,166,085      599,028        1,063,876      285,667      
 trative charges        
       785,033                                              
 
Net investment        1,116,867      40,357,491    10,091,499    3,511,599      (96,870)       8,264,705      1,856,902    
 income (loss)          
       3,076,278                                                                                           
 
Realized gain           
       888,717        681,765        20,343,996    35,055,886    4,975,965      1,070,836      673,453        327,488      
 
Unrealized                                                                                                
 appreciation                                                                                                        
 (depreciation)        6,589,640      27,445,480    68,350,367    33,991,964     15,941,637     9,972,956      3,213,726    
 during the year        
        (2,329,345)                                                                                                         
 
Net increase                                                                                                            
 in net assets                                                                                                         
 from operations        
        1,635,650      8,388,272      88,146,967    113,497,75    42,479,528     16,915,603     18,911,114     5,398,116    
                                                   2                                                                        
 
Payments                                                                                                                
 received from                                                                                                          
 contract owners        
        4,922,193      3,797,513      13,647,683    14,616,755    33,319,804     9,671,827      15,662,363     7,219,229    
 
Transfers                                                                                                              
 between sub-          12,837,639     (114,227,0    (264,298,1    167,661,29     67,965,310     101,765,22     38,869,985   
 accounts and the                    37)           70)           1                             4                            
 fixed account, net     
        9,167,153                                                                                                           
 
Transfers                                                                                                               
 for contract                                                                                                          
 benefits and          (2,319,156)    (25,764,39    (26,861,42    (3,781,296)    (1,614,181)    (2,189,943)    (418,914)    
 terminations           
       (2,141,175)                   1)            4)                                                                       
 
Other transfers                                                                                                        
 (to) from                                                                                                             
 Fidelity Invest-                                                                                                       
 ments Life            (48,775)       (237,492)     (582,886)     (64,159)       (147,556)      (38,727)       (6,713)      
 Insurance                                                                                                             
 Co., net               
         56,907                                                                                                             
 
Net increase                                                                                                            
 (decrease) in                                                                                                         
 net assets          14,267,221     (126,581,2    (277,125,7    197,135,64     75,875,400     115,198,91     45,663,587   
 from contract                      37)           25)           0                             7                            
 transactions           
       12,005,078                                                                 
 
Retained in                                                                                                            
 (returned from)                                                                                                        
 Variable              14,585         (616,502)     (63,314)      (30,838)       108,453        4,437          45,436       
 Annuity                                                                                                               
 Account I, net         
        (109,244)                                                                                                           
 
Total increase                                                                                                          
 (decrease) in        22,670,078     (39,050,77    (163,691,2    239,584,33     92,899,456     134,114,46     51,107,139   
 net assets             
        13,531,484                   2)            87)           0                             8                            
 
Net assets at                                                                                       
 beginning            47,037,150     741,051,92    904,743,21    117,640,20     24,740,745     51,107,139     0            
 of period              
        69,707,228                   5             2             1                                                          
 
Net assets at end                                                                                                      
 of period             
       $ 83,238,71    $ 69,707,22    $ 702,001,1   $ 741,051,9   $ 357,224,5    $ 117,640,2    $ 185,221,6    $ 51,107,13   
       2              8              53            25            31             01             07             9             
 
</TABLE>
 
* FOR THE PERIOD JANUARY 3, 1995 (COMMENCEMENT OF OPERATIONS)
THROUGH DECEMBER 31, 1995.
 
 
 
 
                                             
                                             
        VIP II -                             
        CONTRAFUND            TOTAL          
 
 
           12/31/96   12/31/95   12/31/96   12/31/95   
 
 Income:                                               
 
 
<TABLE>
<CAPTION>
<S>                    <C>            <C>            <C>            <C>            
 Dividends             $ 4,625,874    $ 5,839,546    $ 223,044,8    $ 115,162,9    
                                                     68             57             
 
EXPENSES:                                                                          
 
 Mortality,                                                                        
 expense risk                                                                      
 and adminis-           6,890,563      2,454,097      48,920,926     33,423,365    
 trative charges                                                                   
 
Net investment          (2,264,689)    3,385,449      174,123,94     81,739,592    
 income (loss)                                       2                             
 
Realized gain           8,702,452      1,396,988      124,417,36     71,164,384    
                                                     6                             
 
Unrealized                                                                         
 appreciation                                                                      
 (depreciation)         123,250,95     57,102,130     313,495,17     506,182,46    
 during the year       6                             6              3              
 
Net increase                                                                       
 in net assets                                                                     
 from operations        129,688,71     61,884,567     612,036,48     659,086,43    
                       9                             4              9              
 
Payments                                                                           
 received from                                                                     
 contract owners        81,653,439     66,578,676     1,033,537,     814,858,12    
                                                     762            1              
 
Transfers                                                                          
 between sub-           248,553,82     331,463,99     4,613,143      (7,774,589)   
 accounts and the      3              6                                            
 fixed account, net                                                                
 
Transfers                                                                          
 for contract                                                                      
 benefits and           (10,123,89     (2,955,853)    (135,786,6     (96,351,150   
 terminations          9)                            00)            )              
 
Other transfers                                                                    
 (to) from                                                                         
 Fidelity Invest-                                                                  
 ments Life             (261,226)      (51,336)       (1,438,335)    (2,111,826)   
 Insurance                                                                         
 Co., net                                                                          
 
Net increase                                                                       
 (decrease) in                                                                     
 net assets             319,822,13     395,035,48     900,925,97     708,620,55    
 from contract         7              3              0              6              
 transactions                                                                      
 
Retained in                                                                        
 (returned from)                                                                   
 Variable               (180,555)      385,817        (2,536,869)    1,539,692     
 Annuity                                                                           
 Account I, net                                                                    
 
Total increase                                                                     
 (decrease) in          449,330,30     457,305,86     1,510,425,     1,369,246,6   
 net assets            1              7              585            87             
 
Net assets at                                                                      
 beginning              457,305,86     0              4,072,751,     2,703,505,0   
 of period             7                             785            98             
 
Net assets at end                                                                  
 of period             $ 906,636,1    $ 457,305,8    $5,583,177     $ 4,072,751,   
                       68             67             ,370           785            
 
</TABLE>
 
* FOR THE PERIOD JANUARY 3, 1995 (COMMENCEMENT OF OPERATIONS)
THROUGH DECEMBER 31, 1995.
FIDELITY INVESTMENTS VARIABLE ANNUITY ACCOUNT I
OF
FIDELITY INVESTMENTS LIFE INSURANCE COMPANY
 
ORGANIZATION.
Fidelity Investments Variable Annuity Account I (the Account), a unit
investment trust registered under the Investment Company Act of 1940
as amended, was established by Fidelity Investments Life Insurance
Company (FILI) on July 22, 1987 and exists in accordance with the
regulations of the Utah Insurance Department. The Account is a funding
vehicle for individual Fidelity Retirement Reserves and Fidelity
Income Advantage variable annuity contracts. FILI is a wholly-owned
subsidiary of FMR Corp.
Beginning in 1995, FILI added two new subaccounts to the Account;
Asset Manager: Growth and Contrafund.
SIGNIFICANT ACCOUNTING POLICIES.
Investments are made in the portfolios of the Variable Insurance
Products Fund and the Variable Insurance Products Fund II and are
valued at the reported net asset values of such portfolios.
Transactions are recorded on the trade date. Income from dividends is
recorded on the ex-dividend date. Realized gains and losses on the
sales of investments are computed on the basis of the identified cost
of the investment sold.
In addition to the Account, a contractholder may also allocate funds
to the Fixed Account, which is part of FILI's general account. Because
of exemptive and exclusionary provisions, interests in the Fixed
Account have not been registered under the Securities Act of 1933 and
FILI's general account has not been registered as an investment
company under the Investment Company Act of 1940.
Annuity reserves are computed for contracts in the income stage
according to the 1983 Individual Annuitant Mortality Table. The
assumed investment return is 3.5% unless the annuitant elects
otherwise, in which case the rate may vary from 3.5% to 7%, as
regulated by the laws of the respective states. The mortality risk is
fully borne by FILI and may result in additional amounts being
transferred into the Account by FILI.
The operations of the Account are included in the federal income tax
return of FILI, which is taxed as a Life Insurance Company under the
provisions of the Internal Revenue Code (the Code). 
The preparation of the statement of assets and liabilities and the
statements of operations and changes in net assets in accordance with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of
liabilities at the date of the financial statements and the reported
amounts of income and expense during the reporting period. Actual
results could differ from those estimates.
Certain amounts in the financial statements for 1995 have been
reclassified to correspond to the 1996 presentation.
EXPENSES.
FILI deducts a daily charge from the net assets of the Account
(equivalent to an effective annual rate of 1% of net assets) for
administrative expenses and for the assumption of mortality and 
expense risks. FILI also deducts an annual maintenance charge of $30
from the Fidelity Retirement Reserves contract value. The maintenance
charge is waived on certain contracts. 
Under the current provisions of the Code, FILI does not expect to
incur federal income taxes on the earnings of the Account to the
extent the earnings are credited under the contracts. FILI incurs
federal income taxes on the difference between the financial statement
carrying value of reserves for contracts in the income stage and those
reserves held for federal income tax purposes. The tax effect of this
temporary difference is expected to be recovered by FILI. As such, no
charge is being made currently to the Account for federal income
taxes. FILI will review periodically the status of such decision based
on changes in the tax law. Such a charge may be made in future years
for any federal income taxes that would be attributable to the
contracts.
AFFILIATED COMPANY TRANSACTIONS.
The contracts are distributed through Fidelity Brokerage Services,
Inc. (FBSI) and Fidelity Insurance Agency, Inc. (FIA), both of which
are affiliated with FMR Corp. FBSI and FIA are the distributors and
FBSI is the principal underwriter of the contracts. Fidelity
Management & Research Company, an affiliate of FMR Corp., acts as
investment advisor to each portfolio. Fidelity Investments
Institutional Operations Co., an affiliate of FMR Corp., is the
transfer and shareholder servicing agent for the portfolios.
PURCHASES AND SALES OF INVESTMENTS.
The following table shows aggregate cost of shares purchased and
proceeds from sales of each subaccount for the year ended December 31,
1996:
                        PURCHASES        SALES            
 
Money Market            $  390,849,861   $  263,518,979   
 
High Income               114,872,935      46,392,168     
 
Equity-Income             206,042,181      116,336,110    
 
Growth                    262,760,096      85,379,737     
 
Overseas                  73,653,371       33,631,624     
 
Investment Grade          36,182,001       21,209,887     
 
Asset Manager             49,130,239       135,970,488    
 
Index 500                 216,167,690      15,551,289     
 
Asset Manager: Growth     127,250,459      3,782,400      
 
Contrafund                344,642,466      27,265,571     
 
UNIT VALUES.
A summary of changes in accumulation unit values and accumulation
units outstanding for variable annuity contracts at December 31, 1996
and 1995 are as follows:
 
<TABLE>
<CAPTION>
<S>   <C>            <C>                    <C>                 <C>            <C>                                       
                       PAYMENTS RECEIVED                                                                                 
        BEGINNING      FROM CONTRACT        TRANSFERS BETWEEN   CONTRACT                                                 
        BALANCE        OWNERS               SUBACCOUNTS, NET    TERMINATIONS                           ENDING BALANCE    
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                    <C>     <C>   <C>   <C>   <C>     <C>          <C>       
                                       UNITS                     UNITS   UNIT VALUE   DOLLARS   
 
                                                                                                
 
JANUARY 1, 1996 TO DECEMBER 31, 1996                                                            
 
</TABLE>
 
 
<ERROR: WIDE TABLE>
ERROR: The Following Table: "table" is !
Table Width is 136 characters.
 
 
<TABLE>
<CAPTION>
<S>                     <C>           <C>           <C>             <C>            <C>           <C>      <C>               
 Money Market Subaccount 26,268,846    42,913,398    (38,375,363)    2,586,683      33,393,564   $15.30   $ 510,850,998     
 
 High Income Subaccount  7,797,315     816,399       1,649,890       (406,652)      9,856,952    $24.89    245,332,651      
 
 Equity-Income Subaccount41,937,122    2,359,548     324,284         (1,547,837)    43,073,117   $31.05    1,337,348,204    
 
 Growth Subaccount       23,019,869    1,987,476     2,629,901       (864,978)      26,772,269   $34.97    936,189,066      
 
 Overseas Subaccount     9,560,376     770,514       1,400,639       (311,673)      11,419,855   $21.29    243,142,393      
 
 Investment Grade 
Subaccount               3,993,107     291,738       528,603         (198,064)      4,615,384    $17.36    80,112,903       
 
 Asset Manager 
Subaccount               39,821,641    708,287       (6,035,625)     (1,431,676)    33,062,627   $20.75    686,200,145      
 
 Index 500 Subaccount    7,333,800     1,943,169     9,613,725       (729,850)      18,160,844   $18.89    343,086,654      
 
 Asset Manager: Growth 
Subaccount               4,035,434     1,168,481     7,592,101       (534,078)      12,261,937   $14.49    177,691,548      
 
 Contrafund Subaccount   32,421,946    5,482,352     16,672,452      (1,566,501)    53,010,249   $16.65    882,817,550      
 
                                                                                                        $ 5,442,772,112   
 
JANUARY 1, 1995 TO DECEMBER 31, 1995                                                                                   
 
 Money Market Subaccount 24,546,739    38,644,291    (35,319,303)    (1,602,881)    26,268,846   $14.66   $ 385,129,503     
 
 High Income Subaccount  5,106,950     605,925       2,334,094       (249,654)      7,797,315    $22.05    171,920,260      
 
 Equity-Income 
Subaccount               30,415,281    2,381,915     10,482,774      (1,342,848)    41,937,122   $27.44    1,150,938,872    
 
 Growth Subaccount       17,470,386    1,561,974     4,557,411       (569,902)      23,019,869   $30.80    708,919,066      
 
 Overseas Subaccount     14,336,196    467,953       (4,944,962)     (298,811)      9,560,376    $19.00    181,618,833      
 
 Investment Grade 
Subaccount               3,151,087     239,183       796,388         (193,551)      3,993,107    $16.99    67,854,942       
 
 Asset Manager 
Subaccount               56,621,559    875,715       (15,993,891)    (1,681,742)    39,821,641   $18.29    728,500,356      
 
 Index 500 Subaccount    2,102,667     687,171       4,837,242       (293,280)      7,333,800    $15.54    113,950,091      
 
 Asset Manager: Growth 
Subaccount*              0             646,949       3,573,788       (185,303)      4,035,434    $12.21    49,254,936       
 
 Contrafund Subaccount*  0             5,345,476     27,832,893      (756,423)      32,421,946   $13.87    449,633,817      
                                                                                                          $ 4,007,720,676   
 
</TABLE>
 
 
<TABLE>
<CAPTION>
<S>                                                                                        <C>   <C>   <C>   <C>   <C>   <C> 
 <C>   
* FOR THE PERIOD JANUARY 3, 1995 (COMMENCEMENT OF OPERATIONS) THROUGH DECEMBER 31, 1995.                                    
        
 
</TABLE>
 
REPORT OF INDEPENDENT ACCOUNTANTS
To the Contract Owners of Fidelity Investments 
Variable Annuity Account I:
We have audited the accompanying statement of assets and liabilities
of Fidelity Investments Variable Annuity Account I (comprised of Money
Market Subaccount, High Income Subaccount, Equity-Income Subaccount,
Growth Subaccount, Overseas Subaccount, Investment Grade Bond
Subaccount, Asset Manager Subaccount, Index 500 Subaccount, Asset
Manager: Growth Subaccount and Contrafund Subaccount) of Fidelity
Investments Life Insurance Company as of December 31, 1996, and the
related statements of operations and changes in net assets for each of
the periods indicated therein. These financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of the
aforementioned subaccounts comprising Fidelity Investments Variable
Annuity Account I of Fidelity Investments Life Insurance Company as of
December 31, 1996, and the results of their operations and the changes
in their net assets for each of the periods indicated therein, in
conformity with generally accepted accounting principles.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
January 29, 1997
PART C 
OTHER INFORMATION
 
Item 24.  Financial Statements and Exhibits
  a)  Financial Statements included in Part B
  The following financial statements of Fidelity Investments Variable
Annuity Account I and of Fidelity Investments Life Insurance Company
are filed in Part B. (Note 4)
  Statement of Assets and Liabilities for Fidelity Investments
Variable Annuity Account I as of December 31, 1996. (Note 4)
  Statements of Operations and Changes in Net Assets for Fidelity
Investments Variable Annuity Account I for Years Ended December 31,
1996 and 1995. (Note 4)
  Report of Coopers & Lybrand on the Financial Statements of Fidelity
Investments Variable Annuity Account I. (Note 4)
  Balance Sheets of Fidelity Investments Life Insurance Company as of
December 31, 1996 and 1995. (Note 4)
  Statements of Income for Fidelity Investments Life Insurance Company
for the Years Ended December 31, 1996, 1995, and 1994. (Note 4)
  Statements of Changes in Stockholder's Equity for Fidelity
Investments Life Insurance Company for the Years Ended December 31,
1996, 1995 and 1994. (Note 4)
  Statements of Cash Flows for Fidelity Investments Life Insurance
Company for the Years Ended December 31, 1996, 1995 and 1994. (Note 4)
  Report of Coopers & Lybrand on Financial Statements of Fidelity
Investments Life Insurance Company.
  There are no financial statements included in Part A.
   b)  Exhibits
  (1) Resolution of Board of Directors of Fidelity Investments Life
Insurance Company ("Fidelity Investments Life") establishing the
Fidelity Investments Variable Annuity Account I. (Note 1)
  (2) Not Applicable.
  (3) (a)  Distribution Agreement between Fidelity Investments Life,
Fidelity Insurance Agency and Fidelity Brokerage Services, Inc.  (Note
1)
   (b)  Commission Schedule.  (Note 1)
  (4) (a)  Specimen Variable Annuity Contract.  (Note 2)
   (c)  Endorsement for Qualified Contracts.  (Note 2)
  (5) (a)  Application for Variable Annuity Contract.  (Note 2)
  (6)  (i)   Articles of Domestication (Incorporation) of Fidelity
Investments Life.  (Note 1)
         (ii)   Revised Bylaws of Fidelity Investments Life.  (Note 1)
  (7)   Not Applicable.
  (8)   Not applicable
  (9)   Opinion and consent of David J. Pearlman, as to  the Legality
of securities being issued.  
   (Note 2).
C-1
  (10) Written consent of Coopers & Lybrand.  (Note 2)
   Written consent of Jorden Burt Berenson & Johnson LLP.  (Note 2)
   
  (11)  Not Applicable.
  (12)  Not Applicable.
  (13)  Not applicable
  (14)   (a) Form of Participation Agreement between Fidelity
Investments Life and Variable    Insurance Products Fund.   (Note 1) 
    (b) Form of Participation Agreement between Fidelity Investments
Life and Variable    Insurance Products Fund II.  (Note 1) 
     (c) Form of Participation Agreement between Fidelity Investments
Life and Strong Variable Insurance Funds, Inc. on behalf of the
Portfolios, and Strong Opportunity Fund II, Inc., Strong Capital
Management, Inc. (the "Adviser"),  (Note 5) 
    (d) Form of Participation Agreement between Fidelity Investments
Life and PBHG INSURANCE SERIES FUND, INC. ("FUND"),  and PILGRIM
BAXTER & ASSOCIATES, LTD. ("ADVISER").  (Note 5) 
`
    (e) Form of Participation Agreement between Fidelity Investments
Life and MORGAN STANLEY UNIVERSAL FUNDS, INC. (the "Fund"), and MORGAN
STANLEY ASSET MANAGEMENT INC. and MILLER ANDERSON & SHERRERD, LLP (the
"Advisers").  (Note 5) 
   
    (f) Form of Participation Agreement between Fidelity Investments
Life and Warburg, Pincus Trust, (the "Fund"); Warburg, Pincus
Counsellors, Inc. (the "Adviser"); and Counsellors Securities Inc. 
(Note 5) 
  (15)  Powers of Attorney 
   Powers of Attorney (Note 3)
   Power of Attorney for Paul J. Hondros (Note 1)
 
(Note 1)  Incorporated by reference to Post-Effective Amendment No. 11
to Registration Statement on Form N-4, Reg. No. 33-24400, on behalf of
Fidelity Investments Variable Annuity Account I, filed April 25, 1997.
(Note 2)  Filed electronically herein.
(Note 3)  Incorporated by reference to Post-Effective Amendment No. 10
to Registration Statement 33-24400 filed April 26, 1996.
(Note 4)  Incorporated by reference to Post-Effective Amendment No. 4
to Registration Statement 33-54926 filed April 25, 1997.
(Note 5)  Incorporated by reference to Post-Effective Amendment No. 12
to Registration Statement on Form N-4, Reg. No. 33-24400, on behalf of
Fidelity Investments Variable Annuity Account I, filed August 29,
1997.
 
 
 
C-3
 
Item 25.  Directors and Officers of the Depositor
   The directors and officers of Fidelity Investments Life are as
follows:
  
Directors of Fidelity Investments Life
  EDWARD C. JOHNSON 3d, Director and Chairman of the Board
  J. GARY BURKHEAD, Director
  JAMES C. CURVEY, Director
  PAUL J. HONDROS, Director
  JOHN J. REMONDI, Director
  RODNEY R. ROHDA, Director and Chairman  
  DENIS M. McCARTHY, Director
Executive Officers Who Are Not Directors
   Executive officers of Fidelity Investments Life who are not
   directors are as follows:
  JOSEPH L. KURTZER, JR.,  Treasurer
  DAVID J. PEARLMAN, Vice President, Senior Legal Counsel and
Secretary
 The principal business address of all persons listed in Item 25 is 82
Devonshire Street, Boston, Massachusetts  02109.
C-4
Item 26.  Persons Controlled By or Under Common Control with the
Depositor or Registrant.
See Exhibit 26 of the original registration statement on Form N-4
filed August 17, 1991, Reg. No. 33-42376, on behalf of Empire Fidelity
Investments Variable Annuity Account A, which is incorporated herein
by reference.
Item 27.  Number of Contract Owners.
   On December 31, 1996, there were 983 of Registrant's Qualified
Contracts and 337 of Registrant's Non-qualified contracts outstanding.
Item 28.  Indemnification
FMR Corp. and its subsidiaries own a directors' and officers'
liability reimbursement contract (the "Policy"), issued by National
Union Fire Insurance Company, that provides coverage for "Loss" (as
defined in the Policy) arising from any claim or claims by reason of
any breach of duty, neglect, error, misstatement, misleading
statement, omission or other act done or wrongfully attempted by a
person while he or she is acting in his or her capacity as a director
or officer.  The coverage is provided to these insureds, including
Fidelity Investments Life, to the extent required or permitted
according to applicable law, common or statutory, or under their
respective charters or by-laws, to indemnify directors or officers for
Loss arising from the above-described matters.  Coverage is also
provided to the individual directors or officers for such Loss, for
which they shall not be indemnified, subject to relevant contract
exclusions.  Loss is essentially the legal liability on claims against
a director or officer, including damages, judgements, settlements,
costs, charges and expenses (excluding salaries of officers or
employees) incurred in the defense of actions, suits or proceedings
and appeals therefrom.
There are a number of exclusions from coverage.  Among the matters
excluded are Losses arising as the result of (1) fines or penalties
imposed by law or other matters that may be deemed uninsurable under
the law pursuant to which the Policy is construed, (2) claims brought
about or contributed to by the fraudulent, dishonest, or criminal acts
of a director or officer, (3) any claim made against the directors or
officers for violation of any of the responsibilities, obligations, or
duties imposed upon fiduciaries by the Employee Retirement Income
Security Act of 1974 or amendments thereto, (4) professional errors or
omissions, and (5) claims for an accounting of profits in fact made
from the purchase or sale by a director or officer of any securities
of the insured corporations within the meaning of Section 16(b) of the
Securities Exchange Act of 1934 and amendments thereto or similar
provisions of any state statutory law.
The limit of coverage of the Policy is $10 million, as an annual
aggregate limit, with 95% co-insurance for the first $1 million of
coverage, and with a deductible of $500,000 in the event that Fidelity
Investments Life indemnifies the director or officer, or a deductible
of $5,000 per individual director or officer (with a maximum aggregate
per loss deductible of $25,000) if Fidelity Investments Life does not
indemnify the director or officer.
Utah Revised Business Corporation Act Section 16-10a-902 et seq.
provides, in part, that a corporation may indemnify a director,
officer, employee or agent against liability if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to,
the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
The Text of Article XIV of FILI's By-Laws, which relates to
indemnification of the directors and officers, is as follows:
C-5
INDEMNIFICATION OF DIRECTORS, OFFICERS AND PERSONS 
ADMINISTERING EMPLOYEE BENEFIT PLANS
Each officer or Director or former officer or Director of the
Corporation, and each person who shall, at the Corporation's request,
have served as an officer or director of another corporation or as
trustee, partner or officer of a trust, partnership or association,
and each person who shall, at the Corporation's request, have served
in any capacity with respect to any employee benefit plan, whether or
not then in office then serving with respect to such employee benefit
plan, and the heirs, executors, administrators, successors and assigns
of each of them, shall be indemnified by the Corporation against all
satisfaction of judgements, in compromise and or as fines or penalties
and fees and disbursement of counsel, imposed upon or reasonably
incurred by him or them in connection with or arising out of any
action, suit or proceeding, by reason of his being or having been such
officer, trustee, partner or director, or by reason of any alleged act
or omission by him in such capacity or in serving with respect to an
employee benefit plan, including the cost of reasonable settlements
(other than amounts paid to the Corporation itself) made with a view
to curtailment of costs of litigation.
The Corporation shall not, however, indemnify any such person, or his
heirs, executors, administrators, successors, or assigns, with respect
to any matter as to which his conduct shall be finally adjudged in any
such action, suit, or proceedings to constitute willful misconduct or
recklessness or to the extent that such matter relates to service with
respect to any employee benefit plan, to not be in the best interest
of the participants or beneficiaries of such employee benefit plan.
Such indemnification may include payment by the Corporation of
expenses incurred in defending any such action, suit, or proceeding in
advance of the final disposition thereof, upon receipt of an
undertaking by or on behalf of the person indemnified to repay such
payment if it shall ultimately be determined that he is not entitled
to be indemnified by the Corporation.  Such undertaking may be
accepted by the corporation without reference to the financial ability
of such person to make repayment.
The foregoing rights of indemnification shall not be exclusive of
other rights to which any such director, officer, trustee, partner or
person serving with respect to an employee benefit plan may be
entitled as a matter of law.  These indemnity provisions shall be
separable, and if any portion thereof shall be finally adjudged to be
invalid, such invalidity shall not affect any other portion which can
be given effect.
The Board of Directors may purchase and maintain insurance on behalf
of any persons who is or was a Director, officer, trustee, partner,
employee or other agent of the Corporation, or is or was serving at
the request of the Corporation as a director, officer, trustee,
partner, employee or other agent of another corporation, association,
trust or partnership, against any liability incurred by him in any
such, whether or not the Corporation would have the power to indemnify
him against such liability.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director or officer, or controlling persons of
the Registrant in the successful defense of any action, suit, or
proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
its is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
C-6
 
Item 29.  Principal Underwriters.
 (a)  Fidelity Brokerage Services, Inc. acts as distributor for other
variable life and variable annuity contracts registered by separate
accounts of Fidelity Investments Life, Empire Fidelity Investments
Life Insurance Company, Monarch Life Insurance Company, and PFL Life
Insurance Company.
 (b)
Name and Principal     Positions and Offices with Underwriter
Business Address 
Roger T. Servison     Director
Steven Akin       Director and President
Rodney Rohda      Director
Edward L. McCartney     Executive Vice President
Thomas E. Lewis      Executive Vice President
Bruce MacAlpine      Executive Vice President
Shaugn S. Stanley     Treasurer and Chief Financial Officer
Jeffrey R. Larsen      Legal Counsel & Clerk
Linda Holland      Compliance Officer
 (c)  Commissions and other compensation received by principal
underwriter.
See Item 24 (b)(3)(b).  No compensation was received by the principal
underwriter from the registrant or depositor during the registrant's
or depositor's last fiscal year.
 The address for each person named in Item 29 is 82 Devonshire Street,
Boston, Massachusetts  02109.
Item 30.  Location of Accounts and Records
  The records regarding the Account required to be maintained by
Section 31(a) of the Investment Company Act of 1940, and Rules 31a-1
to 31a-3 promulgated thereunder, are maintained at Fidelity
Investments Life Insurance Company at 82 Devonshire Street, Boston,
Massachusetts 02109.
 
 
 
 
 
 
 
 
 
 
C-7
Item 31.  Management Service
  Not applicable.
Item 32.  Undertakings
 (a) Registrant undertakes to file a post-effective amendment to this
Registration Statement as frequently as is necessary to ensure that
the audited financial statements in the Registration Statement are
never more than 16 months old for so long as payments under the
variable annuity contracts may be accepted.
 (b)  Registrant undertakes to include either (1) as part of any
application to purchase a contract offered by the prospectus, a space
that an applicant can check to request a Statement of Additional
Information, or (2) a postcard or similar written communication
affixed to or included in the prospectus that the applicant can remove
to send for a Statement of Additional Information.
 (c) Registrant undertakes to deliver any Statement of Additional
Information and any financial statements required to be made available
under this Form promptly upon written or oral request.
 (d) Registrant represents that it meets the definition of a "separate
account" under the federal 
  securities laws.
 (e) Fidelity Investment Life Insurance Company hereby represents that
the aggregate charges under the variable annuity policy ("the
contract") offered by Fidelity Investment Life Insurance Company are
reasonable in relation to services rendered, the expenses expected to
be incurred, and the risks assumed by Fidelity Investment Life
Insurance Company
C-8
 
SIGNATURES
 As required by the Securities Act of 1933 and the Investment Company
Act of 1940, the Registrant, Fidelity Investments Variable Annuity
Account I, certifies that it meets the requirements of the Securities
Act Rule 485(b) for effectiveness of this Registration Statement and
has caused this Post-Effective Amendment No. 5 to the Registration
Statement to be signed on its behalf in the city of Boston and the
Commonwealth of Massachusetts, on this 29th day of August, 1997.
 FIDELITY INVESTMENTS VARIABLE ANNUITY ACCOUNT I
(Registrant)
By: FIDELITY INVESTMENTS LIFE INSURANCE COMPANY
(Depositor)
By: _/s/Rodney R. Rhoda  Attest:_/s/David J. Pearlman
        Rodney R. Rohda, Chairman and   David J. Pearlman,
        Chief Executive Officer   Secretary
 As required by the Securities Act of 1933, this Post-Effective
Amendment No. 5 to the Registration Statement has been signed below by
the following persons in the capacities indicated on this 29th day of
August, 1997.
Signature Title
_________________ Chairman and Director  
Rodney R. Rohda (Chief Executive Officer)  
    )
_________________   )
Joseph L. Kurtzer Jr. Treasurer   )
    )
________________   )
Edward C. Johnson 3d  Director  )
    )
________________ Director  )
J. Gary Burkhead   ) By:   /s/ David J. Pearlman
       )   David J. Pearlman
_________________ Director  )   (Attorney-in-Fact)
James C. Curvey   )
    )
_________________ Director  )
John J. Remondi   )
    )
_________________ Director  )
Paul J. Hondros   )
    )
_________________ Director  )
Denis M. McCarthy   )

 
 
August 29, 1997
Board of Directors
Fidelity Investments Life Insurance Company
82 Devonshire Street
Boston, MA  02109
Ladies and Gentlemen:
 In my capacity as Associate General Counsel of FMR Corp., I have
provided legal advice to Fidelity Investments Life Insurance Company
("Fidelity Life"), with respect to the existence of Fidelity
Investments Variable Annuity Account I (the "Account") pursuant to
Section 31A-5-217.5 of the Utah Insurance Code.  The Account was
established by Fidelity Life on July 22, 1987 for investment of assets
under certain variable annuity contracts (the "Contracts").  I have
participated in the preparation and review of Post-Effective Amendment
No. 5 to the Registration Statement on Form N-4 for the registration
of the Contracts with the Securities and Exchange Commission under the
Securities Act of 1933, Reg. No. 33-54926 and the registration of the
Account under the Investment Company Act of 1940.
 I am of the following opinion:
(1) Fidelity Life is duly organized and validly existing under the
laws of the State of Utah.
(2) The Account was duly created under the laws of the Commonwealth of
Pennsylvania and validly exists as a separate account of Fidelity Life
under the laws of Utah.
(3) The portion of the assets to be held in the Account equal to the
reserve and other liabilities for variable benefits under the
Contracts is not chargeable with liabilities arising out of any other
business Fidelity Life may conduct.
(4) The Contracts, when issued as set forth in the Registration
Statement, will be legal and binding obligations of Fidelity Life in
accordance with their terms.
 In arriving at the foregoing opinion, I have made such examination of
law and examined such records and other documents as I judged to be
necessary or appropriate.
 I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement, and to the reference to my name under the
heading "Legal Matters" in the Statement of Additional Information.
     Very truly yours,
     /s/David J. Pearlman
     David J. Pearlman

 
 
 
   August 5, 1997
Fidelity Investments Life Insurance Company
Fidelity Investments Variable Annuity Account I
82 Devonshire Street
Boston, Massachusetts 02109
 Re: Registration No. 33-54926
Ladies and Gentlemen:
 We hereby consent to the reference to our name under the caption
"Legal Matters" in the Statement of Additional Information contained
in Post-Effective Amendment No. 5 to the Registration Statement on
Form N-4 (File No. 33-54926) for Fidelity Investments Variable Annuity
Account I filed by the Account with the Securities and Exchange
Commission pursuant to the Securities Act of 1933. 
 Very truly yours,
 JORDEN BURT BERENSON & JOHNSON LLP
  
 By:  /s/Michael Berenson                                            
  Michael Berenson

 
 
 
  CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form N-4
(File No. 33-54926) of our reports dated January 29, 1997, on our
audits of the consolidated financial statements of Fidelity
Investments Life Insurance Company and the financial statements of
Fidelity Investments Variable Annuity Account I.  We also consent to
the reference of our Firm under the caption "Independent Accountants"
in the Statement of Additional Information.
     
       COOPERS & LYBRAND L.L.P.
      
Boston, Massachusetts
August 28, 1997


<TABLE> <S> <C>
 
 
<ARTICLE> 6 
<CIK> 0000821051
<NAME> Fidelity Investments Variable Annuity Account I
<SERIES>
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 <NAME> Fidelity Investments Variable Annuity Account I
<MULTIPLIER> 1,000
       
<S>
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