VARIABLE INSURANCE PRODUCTS FUND II
497, 1996-07-25
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VARIABLE INSURANCE PRODUCTS FUNDS:
INVESTMENT GRADE BOND PORTFOLIO,
ASSET MANAGER PORTFOLIO, ASSET MANAGER: GROWTH PORTFOLIO, EQUITY-INCOME
PORTFOLIO, CONTRAFUND PORTFOLIO, GROWTH PORTFOLIO AND OVERSEAS PORTFOLIO
SUPPLEMENT TO THE PROSPECTUS
DATED APRIL 30, 1996
 
The following information replaces the similar information found in the
second paragraph of the  "Securities and Investment Practices" section
found on page 29.
 
RESTRICTIONS:    The Investment Grade Bond Portfolio normally invests in
investment-grade securities, but reserves the right to invest up to 5% of
its assets in below investment grade securities.  A security is considered
to be investment grade by Moody's Investors Service, Inc., Standard &
Poor's, Duff & Phelps Credit Rating Co., or Fitch Investors Service, L.P.
or is unrated but judged to be of equivalent quality by FMR.  
 
Purchase of a debt security is consistent with the Asset Manager, Asset
Manager: Growth, Equity-Income, Contrafund, Growth and Overseas Portfolios'
debt quality policy if it is rated at or above the stated level by Moody's
or rated in the equivalent categories by S&P, or is unrated but judged to
be of equivalent quality by FMR.  Growth Portfolio and Contrafund Portfolio
each currently limits investment in lower than Baa-quality debt securities
to 5% of its assets; Equity-Income, Asset Manager: Growth and Overseas
Portfolios each currently limits its investment in lower than Baa-quality
debt securities to less than 35% of its assets; and Asset Manager Portfolio
currently intends to limit its investment in lower than Baa-quality debt
securities to less than 35% of its assets and currently intends to limit
its investment in lower than Baa-quality debt securities, as determined by
FMR to 20% of its total assets.    



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