VARIABLE INSURANCE PRODUCTS FUND II, 497, 2000-05-02

VARIABLE INSURANCE PRODUCTS FUND II
497, 2000-05-02

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THE FUND OFFERS ITS SHARES ONLY TO SEPARATE ACCOUNTS OF INSURANCE
COMPANIES THAT OFFER VARIABLE ANNUITY AND VARIABLE LIFE INSURANCE
PRODUCTS. THE FUND MAY NOT BE AVAILABLE IN YOUR STATE DUE TO VARIOUS
INSURANCE REGULATIONS. PLEASE CHECK WITH YOUR INSURANCE COMPANY FOR
AVAILABILITY. IF THE FUND IN THIS PROSPECTUS IS NOT AVAILABLE IN YOUR
STATE, THIS PROSPECTUS IS NOT TO BE CONSIDERED A SOLICITATION. PLEASE
READ THIS PROSPECTUS TOGETHER WITH YOUR VARIABLE ANNUITY OR VARIABLE
LIFE INSURANCE PRODUCT PROSPECTUS.

Like securities of all mutual funds, these securities have
not been approved or disapproved by the Securities and
Exchange Commission, and the Securities and
Exchange Commission has not determined if this
prospectus is accurate or complete. Any representation
to the contrary is a criminal offense.

FIDELITY(REGISTERED TRADEMARK)
VARIABLE INSURANCE PRODUCTS
INITIAL CLASS

ASSET MANAGERSM PORTFOLIO

PROSPECTUS

APRIL 30, 2000

(FIDELITY_LOGO_GRAPHIC)(REGISTERED TRADEMARK)

82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 2 INVESTMENT SUMMARY

2 PERFORMANCE

3 OPERATING EXPENSES

FUND BASICS 4 INVESTMENT DETAILS

5 VALUING SHARES

SHAREHOLDER INFORMATION 5 BUYING AND SELLING SHARES

5 DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

6 TAX CONSEQUENCES

FUND SERVICES 6 FUND MANAGEMENT

6 FUND DISTRIBUTION

APPENDIX 7 FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

VIP ASSET MANAGER PORTFOLIO seeks to obtain high total return with
reduced risk over the long term by allocating its assets among stocks,
bonds, and short-term instruments.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Allocating the fund's assets among stocks, bonds,
and short-term and money market instruments.

(small solid bullet) Maintaining a neutral mix over time of 50% of
assets in stocks, 40% of assets in bonds, and 10% of assets in
short-term and money market instruments.

(small solid bullet) Adjusting allocation among asset classes
gradually within the following ranges: stock class (30%-70%), bond
class (20%-60%), and short-term/money market class (0%-50%).

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Analyzing an issuer using fundamental and/or
quantitative factors and evaluating each security's current price
relative to estimated long-term value to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Foreign markets can be more
volatile than the U.S. market due to increased risks of adverse
issuer, political, regulatory, market or economic developments and can
perform differently from the U.S. market.

(small solid bullet) PREPAYMENT. The ability of an issuer of a debt
security to repay principal prior to a security's maturity can cause
greater price volatility if interest rates change.

(small solid bullet) ISSUER-SPECIFIC CHANGES. The value of an
individual security or particular type of security can be more
volatile than the market as a whole and can perform differently from
the value of the market as a whole. Lower-quality debt securities
(those of less than investment-grade quality) can be more volatile due
to increased sensitivity to adverse issuer, political, regulatory,
market or economic developments.

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

PERFORMANCE

The following information illustrates the changes in the fund's
performance from year to year and compares Initial Class's performance
to the performance of a market index and a combination of market
indexes over various periods of time. Returns for Initial Class of the
fund do not include the effect of any sales charges or other expenses
of any variable annuity or variable life insurance product. Returns
for Initial Class of the fund would be lower if the effect of those
sales charges and expenses were included. Returns are based on past
results and are not an indication of future performance.

YEAR-BY-YEAR RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP ASSET MANAGER - INITIAL CLASS

Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

6.72% 22.56% 11.71% 21.23% -6.09% 16.96% 14.60% 20.65% 15.05% 11.09%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: 6.72
Row: 2, Col: 1, Value: 22.56
Row: 3, Col: 1, Value: 11.71
Row: 4, Col: 1, Value: 21.23
Row: 5, Col: 1, Value: -6.09
Row: 6, Col: 1, Value: 16.96
Row: 7, Col: 1, Value: 14.6
Row: 8, Col: 1, Value: 20.65
Row: 9, Col: 1, Value: 15.05
Row: 10, Col: 1, Value: 11.09

DURING THE PERIODS SHOWN IN THE CHART FOR INITIAL CLASS OF VIP ASSET
MANAGER, THE HIGHEST RETURN FOR A QUARTER WAS 12.80% (QUARTER ENDED
DECEMBER 31,1998) AND THE LOWEST RETURN FOR A QUARTER WAS -6.67%
(QUARTER ENDED SEPTEMBER 30, 1998).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR INITIAL CLASS OF VIP
ASSET MANAGER WAS 2.14%.

AVERAGE ANNUAL RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C>
For the periods ended December 31, 1999 Past 1 year Past 5 years Past 10 years

VIP Asset Manager - Initial Class 11.09% 15.63% 13.14%

S&P 500 21.04% 28.56% 18.21%

Fidelity Asset Manager Composite Index 10.42% 16.69% 11.96%

</TABLE>

If FMR had not reimbursed certain class expenses during these periods,
the fund's Initial Class returns would have been lower.

Fidelity Asset Manager Composite Index is a hypothetical
representation of the performance of the fund's three asset classes
according to their respective weightings in the fund's neutral mix
(50% stocks, 40% bonds and 10% short-term/money market instruments).
The following indexes are used to calculate the composite index:
stocks - the Standard & Poor's 500 SM Index (S&P 500(registered
trademark)), bonds - the Lehman Brothers Aggregate Bond Index, and
short-term/money market instruments - the Lehman Brothers 3-Month
Treasury Bill Index. Prior to January 1, 1997, the Lehman Brothers
U.S. Treasury Index was used for the bond class. The index weightings
of the composite index are rebalanced monthly.

S&P 500 is a market capitalization-weighted index of common stocks.

The Lehman Brothers 3-Month Treasury Bill Index represents the average
of Treasury Bill rates for each of the prior three months, adjusted to
a bond equivalent yield basis (short-term and money market
instruments).

The Lehman Brothers Aggregate Bond Index is a market value-weighted
index of investment-grade fixed-rate debt issues, including
government, corporate, asset-backed, and mortgage-backed securities,
with maturities of one year or more.

The Lehman Brothers U.S. Treasury Index is a market value-weighted
index of public obligations of the U.S. Treasury with maturities of
one year or more.

OPERATING EXPENSES

The annual class operating expenses provided below for Initial Class
of the fund do not reflect the effect of any reduction of certain
expenses during the period. The annual class operating expenses do not
take into account any fees or other expenses of any variable annuity
or variable life insurance product.

Initial Class

Management fee 0.53%

Distribution and Service (12b-1) fee None

Other expenses 0.10%

Total annual class operating expensesA 0.63%

A EFFECTIVE JANUARY 1, 1990, FMR HAS VOLUNTARILY AGREED TO REIMBURSE
INITIAL CLASS OF THE FUND TO THE EXTENT THAT TOTAL OPERATING EXPENSES
(EXCLUDING INTEREST, TAXES, CERTAIN SECURITIES LENDING COSTS,
BROKERAGE COMMISSIONS AND EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF
ITS AVERAGE NET ASSETS, EXCEED 1.25%. THIS ARRANGEMENT CAN BE
DISCONTINUED BY FMR AT ANY TIME.

A portion of the brokerage commissions that the fund pays is used to
reduce the fund's expenses. In addition, through arrangements with the
fund's custodian, credits realized as a result of uninvested cash
balances are used to reduce custodian expenses. Including these
reductions, the total Initial Class operating expenses would have been
0.62% for VIP Asset Manager.

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

VIP ASSET MANAGER PORTFOLIO seeks to obtain high total return with
reduced risk over the long term by allocating its assets among stocks,
bonds, and short-term instruments.

PRINCIPAL INVESTMENT STRATEGIES

FMR allocates the fund's assets among the following classes, or types,
of investments. The STOCK CLASS includes equity securities of all
types. The BOND CLASS includes all varieties of fixed-income
securities, including lower-quality debt securities, maturing in more
than one year. The SHORT-TERM/MONEY MARKET CLASS includes all types of
short-term and money market instruments.

FMR may use its judgment to place a security in the most appropriate
class based on its investment characteristics. Fixed-income securities
may be classified in the bond or short-term/money market class
according to interest rate sensitivity as well as maturity. FMR may
invest the fund's assets in these classes by investing in other funds.
FMR may also invest the fund's assets in other instruments that do not
fall within these classes.

FMR has the ability to allocate the fund's assets within specified
ranges. The fund's neutral mix represents the benchmark for its
combination of investments in each asset class over time. FMR may
change the neutral mix from time to time. The approximate neutral mix
and range for each asset class are shown below:

Neutral Mix STOCKS 50%
(can range from 30-70%)
Row: 1, Col: 1, Value: 10.0
Row: 1, Col: 2, Value: 50.0
Row: 1, Col: 3, Value: 40.0
BONDS 40% (can range from 20-60%)
SHORT-TERM/MONEY MARKET 10% (can range from 0-50%)

FMR will not try to pinpoint the precise moment when a major
reallocation should be made. Instead, FMR regularly reviews the fund's
allocation and makes changes gradually to favor investments that it
believes will provide the most favorable outlook for achieving the
fund's objective.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices, interest rates, or other factors that affect security
values. If FMR's strategies do not work as intended, the fund may not
achieve its objective.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

EQUITY SECURITIES represent an ownership interest, or the right to
acquire an ownership interest, in an issuer. Different types of equity
securities provide different voting and dividend rights and priority
in the event of the bankruptcy of the issuer. Equity securities
include common stocks, preferred stocks, convertible securities, and
warrants.

DEBT SECURITIES are used by issuers to borrow money. The issuer
usually pays a fixed, variable, or floating rate of interest, and must
repay the amount borrowed at the maturity of the security. Some debt
securities, such as zero coupon bonds, do not pay current interest but
are sold at a discount from their face values. Debt securities include
corporate bonds, government securities, and mortgage and other
asset-backed securities.

MONEY MARKET SECURITIES are high-quality, short-term securities that
pay a fixed, variable, or floating interest rate. Securities are often
specifically structured so that they are eligible investments for a
money market fund. For example, in order to satisfy the maturity
restrictions for a money market fund, some money market securities
have demand or put features, which have the effect of shortening the
security's maturity. Money market securities include bank certificates
of deposit, bank acceptances, bank time deposits, notes, commercial
paper, and U.S. Government securities.

PRINCIPAL INVESTMENT RISKS

Many factors affect the fund's performance. The fund's share price and
yield change daily based on changes in market conditions and interest
rates and in response to other economic, political, or financial
developments. The fund's reaction to these developments will be
affected by the types and maturities of securities in which the fund
invests, the financial condition, industry and economic sector, and
geographic location of an issuer, and the fund's level of investment
in the securities of that issuer. When a shareholder sells shares of
the fund, they could be worth more or less than what the shareholder
paid for them.

The following factors can significantly affect the fund's performance:

STOCK MARKET VOLATILITY. The value of equity securities fluctuates in
response to issuer, political, market, and economic developments. In
the short term, equity prices can fluctuate dramatically in response
to these developments. Different parts of the market and different
types of equity securities can react differently to these
developments. For example, large cap stocks can react differently from
small cap stocks, and "growth" stocks can react differently from
"value" stocks. Issuer, political, or economic developments can affect
a single issuer, issuers within an industry or economic sector or
geographic region, or the market as a whole.

INTEREST RATE CHANGES. Debt securities have varying levels of
sensitivity to changes in interest rates. In general, the price of a
debt security can fall when interest rates rise and can rise when
interest rates fall. Securities with longer maturities and mortgage
securities can be more sensitive to interest rate changes. In other
words, the longer the maturity of a security, the greater the impact a
change in interest rates could have on the security's price. In
addition, short-term and long-term interest rates do not necessarily
move in the same amount or the same direction. Short-term securities
tend to react to changes in short-term interest rates, and long-term
securities tend to react to changes in long-term interest rates.

FOREIGN EXPOSURE. Foreign securities, foreign currencies, and
securities issued by U.S. entities with substantial foreign operations
can involve additional risks relating to political, economic, or
regulatory conditions in foreign countries. These risks include
fluctuations in foreign currencies; withholding or other taxes;
trading, settlement, custodial, and other operational risks; and the
less stringent investor protection and disclosure standards of some
foreign markets. All of these factors can make foreign investments,
especially those in emerging markets, more volatile and potentially
less liquid than U.S. investments. In addition, foreign markets can
perform differently from the U.S. market.

PREPAYMENT. Many types of debt securities, including mortgage
securities, are subject to prepayment risk. Prepayment occurs when the
issuer of a security can repay principal prior to the security's
maturity. Securities subject to prepayment can offer less potential
for gains during a declining interest rate environment and similar or
greater potential for loss in a rising interest rate environment. In
addition, the potential impact of prepayment features on the price of
a debt security can be difficult to predict and result in greater
volatility.

In response to market, economic, political, or other conditions, FMR
may temporarily use a different investment strategy for defensive
purposes. If FMR does so, different factors could affect the fund's
performance and the fund may not achieve its investment objective.

FUNDAMENTAL INVESTMENT POLICIES

The policy discussed below is fundamental, that is, subject to change
only by shareholder approval.

VIP ASSET MANAGER PORTFOLIO seeks to obtain high total return with
reduced risk over the long term by allocating its assets among stocks,
bonds, and short-term instruments.

VALUING SHARES

The fund is open for business each day the New York Stock Exchange
(NYSE) is open.

A class's net asset value per share (NAV) is the value of a single
share. Fidelity normally calculates Initial Class's NAV as of the
close of business of the NYSE, normally 4:00 p.m. Eastern time.
However, NAV may be calculated earlier if trading on the NYSE is
restricted or as permitted by the Securities and Exchange Commission
(SEC). The fund's assets are valued as of this time for the purpose of
computing Initial Class's NAV.

To the extent that the fund's assets are traded in other markets on
days when the NYSE is closed, the value of the fund's assets may be
affected on days when the fund is not open for business. In addition,
trading in some of the fund's assets may not occur on days when the
fund is open for business.

The fund's assets are valued primarily on the basis of market
quotations or on the basis of information furnished by a pricing
service. Certain short-term securities are valued on the basis of
amortized cost. If market quotations or information furnished by a
pricing service is not readily available for a security or if a
security's value has been materially affected by events occurring
after the close of the exchange or market on which the security is
principally traded (for example, a foreign exchange or market), that
security may be valued by another method that the Board of Trustees
believes accurately reflects fair value. A security's valuation may
differ depending on the method used for determining value.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

Insurance companies offer variable annuity and variable life insurance
products through separate accounts. Separate accounts - not variable
product owners - are the shareholders of the fund. Variable product
owners hold interests in separate accounts. The terms of the offering
of interests in separate accounts are included in the variable annuity
or variable life insurance product prospectus.

Only separate accounts of insurance companies that have signed the
appropriate agreements with the fund can buy or sell shares of the
fund.

The price to buy one share of Initial Class is the class's NAV.
Initial Class shares are sold without a sales charge.

Shares will be bought at the next NAV calculated after an order is
received in proper form.

The fund's Board of Trustees may refuse to sell shares of the fund or
may stop offering shares of the fund for a period of time or
permanently if required by law, required by regulatory authorities, or
in the best interests of shareholders of the fund.

The price to sell one share of Initial Class is the class's NAV.

Shares will be sold at the next NAV calculated after an order is
received in proper form.

Normally, Fidelity will process redemptions by the next business day,
but Fidelity may take up to seven business days to process redemptions
if making immediate payment would adversely affect the fund.

Redemptions may be suspended or payment dates postponed when the NYSE
is closed (other than weekends or holidays), when trading on the NYSE
is restricted, or as permitted by the SEC.

Under certain circumstances (for example, at the request of a
shareholder), redemption proceeds may be paid in securities or other
property rather than in cash if FMR determines it is in the best
interests of the fund.

The fund offers its shares to separate accounts of insurance companies
that may be affiliated or unaffiliated with FMR and/or each other. The
fund currently does not foresee any disadvantages to variable product
owners arising out of the fact that the fund offers its shares to
separate accounts of insurance companies that offer variable annuity
and variable life insurance products. Nevertheless, the Board of
Trustees that oversees the fund intends to monitor events to identify
any material irreconcilable conflicts that may possibly arise and to
determine what action, if any, should be taken in response.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The fund earns dividends, interest, and other income from its
investments, and distributes this income (less expenses) to
shareholders as dividends. The fund also realizes capital gains from
its investments, and distributes these gains (less any losses) to
shareholders as capital gain distributions.

The fund normally pays dividends and capital gain distributions at
least annually, in February.

Dividends and capital gain distributions will be automatically
reinvested in additional Initial Class shares of the fund.

TAX CONSEQUENCES

Variable product owners seeking to understand the tax consequences of
their investment should consult with their tax advisers or the
insurance company that issued their variable product, or refer to
their variable annuity or variable life insurance product prospectus.

Insurance company separate accounts generally do not pay tax on
dividends or capital gain distributions from the fund.

FUND SERVICES

FUND MANAGEMENT

VIP Asset Manager is a mutual fund, an investment that pools
shareholders' money and invests it toward a specified goal.

FMR is the fund's manager.

As of March 25, 1999, FMR had approximately $521.7 billion in
discretionary assets under management.

As the manager, FMR is responsible for choosing the fund's investments
and handling its business affairs.

Affiliates assist FMR with foreign investments:

(small solid bullet) Fidelity Management & Research (U.K.) Inc. (FMR
U.K.), in London, England, serves as a sub-adviser for the fund. FMR
U.K. was organized in 1986 to provide investment research and advice
to FMR. FMR U.K. may provide investment research and advice on issuers
based outside the United States and may also provide investment
advisory services for the fund.

(small solid bullet) Fidelity Management & Research (Far East) Inc.
(FMR Far East) serves as a sub-adviser for the fund. FMR Far East was
organized in 1986 to provide investment research and advice to FMR.
FMR Far East may provide investment research and advice on issuers
based outside the United States and may also provide investment
advisory services for the fund.

(small solid bullet) Fidelity Investments Japan Limited (FIJ), in
Tokyo, Japan, serves as a sub-adviser for the fund. As of September
28, 1999, FIJ had approximately $16.3 billion in discretionary assets
under management. FIJ may provide investment research and advice on
issuers based outside the United States for the fund.

Fidelity Investments Money Management, Inc. (FIMM), in Merrimack, New
Hampshire, serves as sub-adviser for the fund. FIMM is primarily
responsible for choosing certain types of investments for the fund.

FIMM is an affiliate of FMR. As of March 29, 1999, FIMM had
approximately $159.8 billion in discretionary assets under management.

Beginning January 1, 2001, FMR Co., Inc. (FMRC) will serve as
sub-adviser for the fund. FMRC will be primarily responsible for
choosing certain types of investments for the fund. FMRC is a wholly
owned subsidiary of FMR.

Bart A. Grenier is vice president and manager of VIP Asset Manager
which he has managed since May 2000. Mr. Grenier originally joined
Fidelity in 1991 as a senior analyst and has held a number of
positions with FMR and served as an officer of certain other
investment companies managed or advised by FMR.

From time to time a manager, analyst, or other Fidelity employee may
express views regarding a particular company, security, industry, or
market sector. The views expressed by any such person are the views of
only that individual as of the time expressed and do not necessarily
represent the views of Fidelity or any other person in the Fidelity
organization. Any such views are subject to change at any time based
upon market or other conditions and Fidelity disclaims any
responsibility to update such views. These views may not be relied on
as investment advice and, because investment decisions for a Fidelity
fund are based on numerous factors, may not be relied on as an
indication of trading intent on behalf of any Fidelity fund.

The fund pays a management fee to FMR. The management fee is
calculated and paid to FMR every month. The fee is calculated by
adding a group fee rate to an individual fund fee rate, dividing by
twelve, and multiplying the result by the fund's average net assets
throughout the month.

The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52%, and it
drops as total assets under management increase.

For December 1999, the group fee rate was 0.2768%. The individual fund
fee rate is 0.25%.

The total management fee for the fiscal year ended December 31, 1999,
was 0.53% of the fund's average net assets.

FMR pays FIMM, FMR U.K. and FMR Far East for providing sub-advisory
services. FMR Far East pays FIJ for providing sub-advisory services.

FMR will pay FMRC for providing sub-advisory services.

FMR may, from time to time, agree to reimburse a class for management
fees and other expenses above a specified limit. FMR retains the
ability to be repaid by a class if expenses fall below the specified
limit prior to the end of the fiscal year. Reimbursement arrangements,
which may be discontinued by FMR at any time, can decrease a class's
expenses and boost its performance.

FUND DISTRIBUTION

The fund is composed of multiple classes of shares. All classes of the
fund have a common investment objective and investment portfolio.

Fidelity Distributors Corporation (FDC) distributes Initial Class
shares.

Initial Class has adopted a Distribution and Service Plan pursuant to
Rule 12b-1 under the Investment Company Act of 1940 that recognizes
that FMR may use its management fee revenues, as well as its past
profits or its resources from any other source, to pay FDC for
expenses incurred in connection with providing services intended to
result in the sale of Initial Class shares and/or support services
that benefit variable product owners. FMR, directly or through FDC,
may pay significant amounts to intermediaries, such as insurance
companies, broker-dealers and other service providers, that provide
those services. Currently, the Board of Trustees has authorized such
payments for Initial Class.

If payments made by FMR to FDC or to intermediaries under a
Distribution and Service Plan were considered to be paid out of
Initial Class's assets on an ongoing basis, they might increase the
cost of a shareholder's investment and might cost a shareholder more
than paying other types of sales charges.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

FMR may allocate brokerage transactions in a manner that takes into
account the sale of shares of the Fidelity(registered trademark)
Variable Insurance Product funds, provided that the fund receives
brokerage services and commission rates comparable to those of other
broker-dealers.

No dealer, sales representative, or any other person has been
authorized to give any information or to make any representations,
other than those contained in this prospectus and in the related
statement of additional information (SAI), in connection with the
offer contained in this prospectus. If given or made, such other
information or representations must not be relied upon as having been
authorized by the fund or FDC. This prospectus and the related SAI do
not constitute an offer by the fund or by FDC to sell shares of the
fund to or to buy shares of the fund from any person to whom it is
unlawful to make such offer.

APPENDIX

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand
Initial Class's financial history for the past 5 years. Certain
information reflects financial results for a single class share. The
total returns in the table represent the rate that an investor would
have earned (or lost) on an investment in the class (assuming
reinvestment of all dividends and distributions). This information has
been audited by Deloitte & Touche LLP (1999 annual information only),
independent accountants, whose report, along with the fund's financial
highlights and financial statements, are included in the fund's annual
report. Annual information prior to 1999 was audited by
PricewaterhouseCoopers LLP. A free copy of the annual report is
available upon request.

SELECTED PER-SHARE DATA AND RATIOS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Years ended December 31, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 18.16 $ 18.01 $ 16.93 $ 15.79 $ 13.79

Income from Investment Operations

Net investment income .59 C .59 C .57 C .63 .30

Net realized and unrealized gain (loss) 1.28 1.84 2.58 1.55 1.99

Total from investment operations 1.87 2.43 3.15 2.18 2.29

Less Distributions

From net investment income (.60) (.57) (.59) (.57) (.29)

From net realized gain (.76) (1.71) (1.48) (.47) -

Total distributions (1.36) (2.28) (2.07) (1.04) (.29)

Net asset value, end of period $ 18.67 $ 18.16 $ 18.01 $ 16.93 $ 15.79

TOTAL RETURN A, B 11.09% 15.05% 20.65% 14.60% 16.96%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 4,936,926 $ 4,905,468 $ 4,399,937 $ 3,641,194 $ 3,332,844

Ratio of expenses to average net assets .63% .64% .65% .74% .81%

Ratio of expenses to average net assets .62% D .63% D .64% D .73% D .79% D
after expense reductions

Ratio of net investment income to average 3.36% 3.46% 3.43% 3.60% 3.54%
net assets

Portfolio turnover 94% 113% 101% 168% 256%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

B TOTAL RETURNS DO NOT REFLECT CHARGES ATTRIBUTABLE TO YOUR INSURANCE
COMPANY'S SEPARATE ACCOUNT. INCLUSION OF THESE CHARGES WOULD REDUCE
THE TOTAL RETURNS SHOWN.

C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES.

You can obtain additional information about the fund. The fund's SAI
includes more detailed information about the fund and its investments.
The SAI is incorporated herein by reference (legally forms a part of
the prospectus). The fund's annual and semi-annual reports include a
discussion of the fund's holdings and recent market conditions and the
fund's investment strategies that affected performance.

For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-888-622-3175.

The SAI, the fund's annual and semi-annual reports and other related
materials are available from the Electronic Data Gathering, Analysis,
and Retrieval (EDGAR) Database on the SEC's web site
(http://www.sec.gov). You can obtain copies of this information, after
paying a duplicating fee, by sending a request by e-mail to
[email protected] or by writing the Public Reference Section of the
SEC, Washington, D.C. 20549-0102. You can also review and copy
information about the fund, including the fund's SAI, at the SEC's
Public Reference Room in Washington, D.C. Call 1-202-942-8090 for
information on the operation of the SEC's Public Reference Room.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-5511.

Fidelity and Fidelity Investments & (Pyramid) Design are registered
trademarks of FMR Corp.

Asset Manager is a service mark of FMR Corp.

The third party marks appearing above are the marks of their
respective owners.

The term "VIP" as used in this document refers to Fidelity Variable
Insurance Products.

1.700586.102 VAMI-pro- 0400

Like securities of all mutual funds, these securities
have not been approved or disapproved by the
Securities and Exchange Commission, and the
Securities and Exchange Commission has not
determined if this prospectus is accurate or complete.
Any representation to the contrary is a criminal
offense.

FIDELITY(REGISTERED TRADEMARK)
VARIABLE INSURANCE PRODUCTS

SERVICE CLASS

ASSET MANAGERSM PORTFOLIO

PROSPECTUS

APRIL 30, 2000

(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 3 INVESTMENT SUMMARY

3 PERFORMANCE

5 OPERATING EXPENSES

FUND BASICS 5 INVESTMENT DETAILS

7 VALUING SHARES

SHAREHOLDER INFORMATION 7 BUYING AND SELLING SHARES

7 DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

7 TAX CONSEQUENCES

FUND SERVICES 7 FUND MANAGEMENT

8 FUND DISTRIBUTION

APPENDIX 9 FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

VIP ASSET MANAGER PORTFOLIO seeks to obtain high total return with
reduced risk over the long term by allocating its assets among stocks,
bonds, and short-term instruments.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Allocating the fund's assets among stocks, bonds,
and short-term and money market instruments.

(small solid bullet) Maintaining a neutral mix over time of 50% of
assets in stocks, 40% of assets in bonds, and 10% of assets in
short-term and money market instruments.

(small solid bullet) Adjusting allocation among asset classes
gradually within the following ranges: stock class (30%-70%), bond
class (20%-60%), and short-term/money market class (0%-50%).

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Analyzing an issuer using fundamental and/or
quantitative factors and evaluating each security's current price
relative to estimated long-term value to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) PREPAYMENT. The ability of an issuer of a debt
security to repay principal prior to a security's maturity can cause
greater price volatility if interest rates change.

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

PERFORMANCE

The following information illustrates the changes in the fund's
performance from year to year and compares Service Class's performance
to the performance of a market index and a combination of market
indexes over various periods of time. Returns for Service Class of the
fund do not include the effect of any sales charges or other expenses
of any variable annuity or variable life insurance product. Returns
for Service Class of the fund would be lower if the effect of those
sales charges and expenses were included. Returns are based on past
results and are not an indication of future performance.

YEAR-BY-YEAR RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP ASSET MANAGER - SERVICE CLASS

Calendar Years 1998 1999

14.82% 11.01%

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR SERVICE CLASS OF VIP ASSET
MANAGER, THE HIGHEST RETURN FOR A QUARTER WAS 12.77% (QUARTER ENDED
DECEMBER 31, 1998) AND THE LOWEST RETURN FOR A QUARTER WAS -6.69%
(QUARTER ENDED SEPTEMBER 30, 1998).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR SERVICE CLASS OF VIP
ASSET MANAGER WAS 2.03%.

AVERAGE ANNUAL RETURNS

For the periods ended December 31, 1999 Past 1 year Life of classA

VIP Asset Manager - Service Class 11.01% 13.04%

S&P 500 21.04% 24.79%

Fidelity Asset Manager Composite Index 10.42% 14.67%

A FROM NOVEMBER 3, 1997.

Fidelity Asset Manager Composite Index is a hypothetical
representation of the performance of the fund's three asset classes
according to their respective weightings in the fund's neutral mix
(50% stocks, 40% bonds and 10% short-term/money market instruments).
The following indexes are used to calculate the composite index:
stocks - the Standard & Poor's 500 Index SM (S&P 500(registered
trademark)), bonds - the Lehman Brothers Aggregate Bond Index, and
short-term/money market instruments - the Lehman Brothers 3-Month
Treasury Bill Index. Prior to January 1, 1997, the Lehman Brothers
U.S. Treasury Index was used for the bond class. The index weightings
of the composite index are rebalanced monthly.

S&P 500 is a market capitalization-weighted index of common stocks.

The Lehman Brothers U.S. Treasury Index is a market value-weighted
index of public obligations of the U.S. Treasury with maturities of
one year or more.

OPERATING EXPENSES

The annual class operating expenses provided below for Service Class
of the fund do not reflect the effect of any reduction of certain
expenses during the period. The annual class operating expenses do not
take into account any fees or other expenses of any variable annuity
or variable life insurance product.

Service Class

Management fee 0.53%

Distribution and Service (12b-1) fee 0.10%

Other expenses 0.11%

Total annual class operating expensesA 0.74%

A EFFECTIVE NOVEMBER 3, 1997, FMR HAS VOLUNTARILY AGREED TO REIMBURSE
SERVICE CLASS OF THE FUND TO THE EXTENT THAT TOTAL OPERATING EXPENSES
(EXCLUDING INTEREST, TAXES, CERTAIN SECURITIES LENDING COSTS,
BROKERAGE COMMISSIONS AND EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF
ITS AVERAGE NET ASSETS, EXCEED 1.35%. THIS ARRANGEMENT CAN BE
DISCONTINUED BY FMR AT ANY TIME.

A portion of the brokerage commissions that the fund pays is used to
reduce the fund's expenses. In addition, through arrangements with the
fund's custodian, credits realized as a result of uninvested cash
balances are used to reduce custodian expenses. Including these
reductions, the total Service Class operating expenses would have been
0.73% for VIP Asset Manager.

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

VIP ASSET MANAGER PORTFOLIO seeks to obtain high total return with
reduced risk over the long term by allocating its assets among stocks,
bonds, and short-term instruments.

PRINCIPAL INVESTMENT STRATEGIES

Neutral Mix STOCKS 50%
(can range from 30-70%)
Row: 1, Col: 1, Value: 10.0
Row: 1, Col: 2, Value: 50.0
Row: 1, Col: 3, Value: 40.0
BONDS 40%
(can range from 20-60%)
SHORT-TERM/MONEY MARKET 10%
(can range from 0-50%)

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

PRINCIPAL INVESTMENT RISKS

The following factors can significantly affect the fund's performance:

FUNDAMENTAL INVESTMENT POLICIES

The policy discussed below is fundamental, that is, subject to change
only by shareholder approval.

VIP ASSET MANAGER PORTFOLIO seeks to obtain high total return with
reduced risk over the long term by allocating its assets among stocks,
bonds, and short-term instruments.

VALUING SHARES

The fund is open for business each day the New York Stock Exchange
(NYSE) is open.

A class's net asset value per share (NAV) is the value of a single
share. Fidelity normally calculates Service Class's NAV as of the
close of business of the NYSE, normally 4:00 p.m. Eastern time.
However, NAV may be calculated earlier if trading on the NYSE is
restricted or as permitted by the Securities and Exchange Commission
(SEC). The fund's assets are valued as of this time for the purpose of
computing Service Class's NAV.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

Only separate accounts of insurance companies that have signed the
appropriate agreements with the fund can buy or sell shares of the
fund.

The price to buy one share of Service Class is the class's NAV.
Service Class shares are sold without a sales charge.
Shares will be bought at the next NAV calculated after an order is
received in proper form.

The price to sell one share of Service Class is the class's NAV.

Shares will be sold at the next NAV calculated after an order is
received in proper form.

Redemptions may be suspended or payment dates postponed when the NYSE
is closed (other than weekends or holidays), when trading on the NYSE
is restricted, or as permitted by the SEC.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The fund normally pays dividends and capital gain distributions at
least annually, in February.

Dividends and capital gain distributions will be automatically
reinvested in additional Service Class shares of the fund.

TAX CONSEQUENCES

Insurance company separate accounts generally do not pay tax on
dividends or capital gain distributions from the fund.

FUND SERVICES

FUND MANAGEMENT

VIP Asset Manager is a mutual fund, an investment that pools
shareholders' money and invests it toward a specified goal.

FMR is the fund's manager.

As of March 25, 1999, FMR had approximately $521.7 billion in
discretionary assets under management.

As the manager, FMR is responsible for choosing the fund's investments
and handling its business affairs.

Affiliates assist FMR with foreign investments:

FIMM is an affiliate of FMR. As of March 29, 1999, FIMM had
approximately $159.8 billion in discretionary assets under management.

The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52%, and it
drops as total assets under management increase.

For December 1999, the group fee rate was 0.2768%. The individual fund
fee rate is 0.25%.

The total management fee for the fiscal year ended December 31, 1999,
was 0.53% of the fund's average net assets.

FMR pays FIMM, FMR U.K. and FMR Far East for providing sub-advisory
services. FMR Far East pays FIJ for providing sub-advisory services.

FMR will pay FMRC for providing sub-advisory services.

FUND DISTRIBUTION

The fund is composed of multiple classes of shares. All classes of the
fund have a common investment objective and investment portfolio.

Fidelity Distributors Corporation (FDC) distributes Service Class's
shares.

Service Class of the fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under
the plan, Service Class of the fund is authorized to pay FDC a 12b-1
fee as compensation for providing services intended to result in the
sale of Service Class shares and/or support services that benefit
variable product owners. Service Class of the fund may pay FDC a 12b-1
fee at an annual rate of 0.25% of its average net assets, or such
lesser amount as the Trustees may determine from time to time. Service
Class of the fund currently pays FDC a 12b-1 fee at an annual rate of
0.10% of its average net assets throughout the month. Service Class's
12b-1 fee rate for the fund may be increased only when the Trustees
believe that it is in the best interests of variable product owners to
do so.

FDC may reallow to intermediaries (such as insurance companies,
broker-dealers and other service-providers), including its affiliates,
up to the full amount of the Service Class 12b-1 fee, for providing
services intended to result in the sale of Service Class shares and/or
support services that benefit variable product owners.

In addition, the Service Class plan specifically recognizes that FMR
may make payments from its management fee revenue, past profits, or
other resources to FDC for expenses incurred in connection with
providing services intended to result in the sale of Service Class
shares and/or support services that benefit variable product owners,
including payments of significant amounts made to intermediaries that
provide those services. Currently, the Board of Trustees of the fund
has authorized such payments for Service Class.

Because 12b-1 fees are paid out of Service Class's assets on an
ongoing basis, they will increase the cost of a shareholder's
investment and may cost a shareholder more than paying other types of
sales charges.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

APPENDIX

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand
Service Class's financial history for the period of the class's
operations. Certain information reflects financial results for a
single class share.. The total returns in the table represent the rate
that an investor would have earned (or lost) on an investment in the
class (assuming reinvestment of all dividends and distributions). This
information has been audited by Deloitte & Touche LLP (1999 annual
information only), independent accountants, whose report, along with
the fund's financial highlights and financial statements, are included
in the fund's annual report. Annual information prior to 1999 was
audited by PricewaterhouseCoopers LLP. A free copy of the annual
report is available upon request.

SELECTED PER-SHARE DATA AND RATIOS

Years ended December 31, 1999 1998 1997 E

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 18.10 $ 17.99 $ 17.60

Income from Investment Operations

Net investment income D .56 .57 .10

Net realized and unrealized gain (loss) 1.29 1.82 .29

Total from investment operations 1.85 2.39 .39

Less Distributions

From net investment income (.60) (.57) -

From net realized gain (.76) (1.71) -

Total distributions (1.36) (2.28) -

Net asset value, end of period $ 18.59 $ 18.10 $ 17.99

TOTAL RETURN B, C 11.01% 14.82% 2.22%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 23,677 $ 5,801 $ 10

Ratio of expenses to average net assets .74% .78% .75% A

Ratio of expenses to average net assets .73% F .77% F .75% A
after expense reductions

Ratio of net investment income to average 3.25% 3.49% 3.52% A
net assets

Portfolio turnover 94% 113% 101%

A ANNUALIZED

B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

C TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED
AND DO NOT REFLECT CHARGES ATTRIBUTABLE TO YOUR INSURANCE COMPANY'S
SEPARATE ACCOUNT. INCLUSION OF THESE CHARGES WOULD REDUCE THE TOTAL
RETURNS SHOWN.

D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

E FOR THE PERIOD NOVEMBER 3, 1997 (COMMENCEMENT OF SALE OF SERVICE
CLASS SHARES) TO DECEMBER 31, 1997.

F FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES.

For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-888-622-3175.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-5511.

Fidelity and Fidelity Investments & (Pyramid) Design are registered
trademarks of FMR Corp.

Asset Manager is a service mark of FMR Corp.

The third party marks appearing above are the marks of their
respective owners.

The term "VIP" as used in this document refers to Fidelity Variable
Insurance Products.

1.718000.10 1 VAMS-pro-0400

Like securities of all mutual funds, these securities have
not been approved or disapproved by the Securities
and Exchange Commission, and the Securities and
Exchange Commission has not determined if this
prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.

FIDELITY(REGISTERED TRADEMARK)
VARIABLE INSURANCE PRODUCTS

SERVICE CLASS 2

ASSET MANAGERSM PORTFOLIO

PROSPECTUS

APRIL 30, 2000

(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 2 INVESTMENT SUMMARY

2 PERFORMANCE

3 OPERATING EXPENSES

FUND BASICS 3 INVESTMENT DETAILS

5 VALUING SHARES

SHAREHOLDER INFORMATION 5 BUYING AND SELLING SHARES

5 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

5 TAX CONSEQUENCES

FUND SERVICES 6 FUND MANAGEMENT

6 FUND DISTRIBUTION

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

VIP ASSET MANAGER PORTFOLIO seeks to obtain high total return with
reduced risk over the long term by allocating its assets among stocks,
bonds, and short-term instruments.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Allocating the fund's assets among stocks, bonds,
and short-term and money market instruments.

(small solid bullet) Maintaining a neutral mix over time of 50% of
assets in stocks, 40% of assets in bonds, and 10% of assets in
short-term and money market instruments.

(small solid bullet) Adjusting allocation among asset classes
gradually within the following ranges: stock class (30%-70%), bond
class (20%-60%), and short-term/money market class (0%-50%).

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Analyzing an issuer using fundamental and/or
quantitative factors and evaluating each security's current price
relative to estimated long-term value to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:
(small solid bullet) STOCK MARKET VOLATILITY. Stock markets are
volatile and can decline significantly in response to adverse issuer,
political, regulatory, market or economic developments. Different
parts of the market can react differently to these developments.

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) PREPAYMENT. The ability of an issuer of a debt
security to repay principal prior to a security's maturity can cause
greater price volatility if interest rates change.

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

PERFORMANCE

The following information illustrates the changes in the fund's
performance from year to year, as represented by the performance of
Initial Class, and compares the performance of Initial Class of the
fund to the performance of a market index and a combination of market
indexes over various periods of time. Returns for Initial Class of the
fund do not include the effect of any sales charges or other expenses
of any variable annuity or variable life insurance product. Returns
for Initial Class of the fund would be lower if the effect of those
sales charges and expenses were included. Returns are based on past
results and are not an indication of future performance.

Performance history will be available for Service Class 2 after
Service Class 2 has been in operation for one calendar year.

YEAR-BY-YEAR RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP ASSET MANAGER - INITIAL
CLASS

Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

6.72% 22.56% 11.71% 21.23% -6.09% 16.96% 14.60% 20.65% 15.05% 11.09%

</TABLE>

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR INITIAL CLASS OF VIP
ASSET MANAGER WAS 2.14%.

THE RETURNS SHOWN ABOVE ARE FOR INITIAL CLASS OF THE FUND, WHICH IS
NOT AVAILABLE THROUGH THIS PROSPECTUS. SERVICE CLASS 2 WOULD HAVE
SUBSTANTIALLY SIMILAR ANNUAL RETURNS TO INITIAL CLASS BECAUSE THE
CLASSES ARE INVESTED IN THE SAME PORTFOLIO OF SECURITIES. SERVICE
CLASS 2'S RETURNS WILL BE LOWER THAN INITIAL CLASS'S RETURNS TO THE
EXTENT THAT SERVICE CLASS 2 HAS HIGHER EXPENSES.

AVERAGE ANNUAL RETURNS

For the periods ended Past 1 year Past 5 years Past 10 years
December 31, 1999

VIP Asset Manager - Initial 11.09% 15.63% 13.14%
Class

S&P 500 21.04% 28.56% 18.21%

Fidelity Asset Manager 10.42% 16.69% 11.96%
Composite Index

If FMR had not reimbursed certain class expenses during these periods,
the fund's Initial Class returns would have been lower.
Fidelity Asset Manager Composite Index is a hypothetical
representation of the performance of the fund's three asset classes
according to their respective weightings in the fund's neutral mix
(50% stocks, 40% bonds and 10% short-term/money market instruments).
The following indexes are used to calculate the composite index:
stocks - the Standard & Poor's 500 SM Index (S&P 500(registered
trademark)), bonds - the Lehman Brothers Aggregate Bond Index, and
short-term/money market instruments - the Lehman Brothers 3-Month
Treasury Bill Index. Prior to January 1, 1997, the Lehman Brothers
U.S. Treasury Index was used for the bond class. The index weightings
of the composite index are rebalanced monthly.

S&P 500 is a market capitalization-weighted index of common stocks.

The Lehman Brothers U.S. Treasury Index is a market value-weighted
index of public obligations of the U.S. Treasury with maturities of
one year or more.

OPERATING EXPENSES

The annual class operating expenses provided below for Service Class 2
of the fund are based on estimated expenses. The annual class
operating expenses do not take into account any fees or other expenses
of any variable annuity or variable life insurance product.

Service Class 2

Management fee 0.53%

Distribution and Service 0.25%
(12b-1) fee

Other expenses 0.11%

Total annual class operating 0.89%
expensesA

A EFFECTIVE JANUARY 12, 2000, FMR HAS VOLUNTARILY AGREED TO REIMBURSE
SERVICE CLASS 2 OF THE FUND TO THE EXTENT THAT TOTAL OPERATING
EXPENSES (EXCLUDING INTEREST, TAXES, CERTAIN SECURITIES LENDING COSTS,
BROKERAGE COMMISSIONS AND EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF
ITS AVERAGE NET ASSETS, EXCEED 1.50%. THIS ARRANGEMENT CAN BE
DISCONTINUED BY FMR AT ANY TIME.

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

VIP ASSET MANAGER PORTFOLIO seeks to obtain high total return with
reduced risk over the long term by allocating its assets among stocks,
bonds, and short-term instruments.

PRINCIPAL INVESTMENT STRATEGIES

Neutral Mix STOCKS 50%
(can range from 30-70%)
Row: 1, Col: 1, Value: 10.0
Row: 1, Col: 2, Value: 50.0
Row: 1, Col: 3, Value: 40.0
BONDS 40%
(can range from 20-60%)
SHORT-TERM/MONEY MARKET 10%
(can range from 0-50%)

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

PRINCIPAL INVESTMENT RISKS

The following factors can significantly affect the fund's performance:

FUNDAMENTAL INVESTMENT POLICIES

The policy discussed below is fundamental, that is, subject to change
only by shareholder approval.
VIP ASSET MANAGER PORTFOLIO seeks to obtain high total return with
reduced risk over the long term by allocating its assets among stocks,
bonds, and short-term instruments.

VALUING SHARES

The fund is open for business each day the New York Stock Exchange
(NYSE) is open.

A class's net asset value per share (NAV) is the value of a single
share. Fidelity normally calculates Service Class 2's NAV as of the
close of business of the NYSE, normally 4:00 p.m. Eastern time.
However, NAV may be calculated earlier if trading on the NYSE is
restricted or as permitted by the Securities and Exchange Commission
(SEC). The fund's assets are valued as of this time for the purpose of
computing Service Class 2's NAV.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

Only separate accounts of insurance companies that have signed the
appropriate agreements with the fund can buy or sell shares of the
fund.

The price to buy one share of Service Class 2 is the class's NAV.
Service Class 2 shares are sold without a sales charge.

Shares will be bought at the next NAV calculated after an order is
received in proper form.

The price to sell one share of Service Class 2 is the class's NAV.

Shares will be sold at the next NAV calculated after an order is
received in proper form.

Redemptions may be suspended or payment dates postponed when the NYSE
is closed (other than weekends or holidays), when trading on the NYSE
is restricted, or as permitted by the SEC.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The fund normally pays dividends and capital gain distributions at
least annually, in February.

Dividends and capital gain distributions will be automatically
reinvested in additional Service Class 2 shares of the fund.

TAX CONSEQUENCES

Insurance company separate accounts generally do not pay tax on
dividends or capital gain distributions from the fund.

FUND SERVICES

FUND MANAGEMENT

VIP Asset Manager is a mutual fund, an investment that pools
shareholders' money and invests it toward a specified goal.

FMR is the fund's manager.

As of March 25, 1999, FMR had approximately $521.7 billion in
discretionary assets under management.

As the manager, FMR is responsible for choosing the fund's investments
and handling its business affairs.

Affiliates assist FMR with foreign investments:

FIMM is an affiliate of FMR. As of March 29, 1999, FIMM had
approximately $159.8 billion in discretionary assets under management.

The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52%, and it
drops as total assets under management increase.

For December 1999, the group fee rate was 0.2768%. The individual fund
fee rate is 0.25%.

The total management fee for the fiscal year ended December 31, 1999,
was 0.53% of the fund's average net assets.

FMR pays FIMM, FMR U.K. and FMR Far East for providing sub-advisory
services. FMR Far East pays FIJ for providing sub-advisory services.

FMR will pay FMRC for providing sub-advisory services.

FUND DISTRIBUTION

The fund is composed of multiple classes of shares. All classes of the
fund have a common investment objective and investment portfolio.

Fidelity Distributors Corporation (FDC) distributes Service Class 2's
shares.

Service Class 2 of the fund has adopted a Distribution and Service
Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940.
Under the plan, Service Class 2 of the fund is authorized to pay FDC a
12b-1 fee as compensation for providing services intended to result in
the sale of Service Class 2 shares and/or support services that
benefit variable product owners. Service Class 2 of the fund currently
pays FDC a 12b-1 fee at an annual rate of 0.25% of its average net
assets throughout the month.

FDC may reallow to intermediaries (such as insurance companies,
broker-dealers and other service-providers), including its affiliates,
up to the full amount of the Service Class 2 12b-1 fee, for providing
services intended to result in the sale of Service Class 2 shares
and/or support services that benefit variable product owners.

In addition, the Service Class 2 plan specifically recognizes that FMR
may make payments from its management fee revenue, past profits, or
other resources to FDC for expenses incurred in connection with
providing services intended to result in the sale of Service Class 2
shares and/or support services that benefit variable product owners,
including payments of significant amounts made to intermediaries that
provide those services. Currently, the Board of Trustees of the fund
has authorized such payments for Service Class 2.

Because 12b-1 fees are paid out of Service Class 2's assets on an
ongoing basis, they will increase the cost of a shareholder's
investment and may cost a shareholder more than paying other types of
sales charges.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-888-622-3175.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-5511.

Fidelity and Fidelity Investments & (Pyramid) Design are registered
trademarks of FMR Corp.

Asset Manager is a service mark of FMR Corp.

The third party marks appearing above are the marks of their
respective owners.

The term "VIP" as used in this document refers to Fidelity Variable
Insurance Products.

1.739201.100 VAM2-pro-0400

FIDELITY(REGISTERED TRADEMARK)
VARIABLE INSURANCE PRODUCTS
INITIAL CLASS

ASSET MANAGER: GROWTHSM PORTFOLIO

PROSPECTUS

APRIL 30, 2000

(FIDELITY_LOGO_GRAPHIC)(REGISTERED TRADEMARK)

82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 2 INVESTMENT SUMMARY

2 PERFORMANCE

4 OPERATING EXPENSES

FUND BASICS 4 INVESTMENT DETAILS

6 VALUING SHARES

SHAREHOLDER INFORMATION 6 BUYING AND SELLING SHARES

6 DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

6 TAX CONSEQUENCES

FUND SERVICES 6 FUND MANAGEMENT

7 FUND DISTRIBUTION

APPENDIX 7 FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

VIP ASSET MANAGER: GROWTH PORTFOLIO seeks to maximize total return by
allocating its assets among stocks, bonds, short-term instruments, and
other investments.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Allocating the fund's assets among stocks, bonds,
and short-term and money market instruments.

(small solid bullet) Maintaining a neutral mix over time of 70% of
assets in stocks, 25% of assets in bonds, and 5% of assets in
short-term and money market instruments.

(small solid bullet) Adjusting allocation among asset classes
gradually within the following ranges: stock class (50%-100%), bond
class (0%-50%), and short-term/money market class (0%-50%).

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Analyzing an issuer using fundamental and/or
quantitative factors and evaluating each security's current price
relative to estimated long-term value to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) PREPAYMENT. The ability of an issuer of a debt
security to repay principal prior to a security's maturity can cause
greater price volatility if interest rates change.

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

PERFORMANCE

YEAR-BY-YEAR RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP ASSET MANAGER: GROWTH - INITIAL CLASS

Calendar Years 1996 1997 1998 1999

20.04% 25.07% 17.57% 15.26%

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR INITIAL CLASS OF VIP ASSET
MANAGER: GROWTH, THE HIGHEST RETURN FOR A QUARTER WAS 17.69% (QUARTER
ENDED DECEMBER 31, 1998) AND THE LOWEST RETURN FOR A QUARTER WAS
- -10.12% (QUARTER ENDED SEPTEMBER 30, 1998).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR INITIAL CLASS OF VIP
ASSET MANAGER: GROWTH WAS 0.29%.

AVERAGE ANNUAL RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C>
For the periods ended December 31, 1999 Past 1 year Past 5 years Life of classA

VIP Asset Manager: Growth - Initial Class 15.26% n/a 20.16%

S&P 500 21.04% n/a 28.59%

Fidelity Asset Manager: Growth Composite Index 14.55% n/a 21.45%

</TABLE>

A FROM JANUARY 3, 1995.

If FMR had not reimbursed certain class expenses during these periods,
the fund's Initial Class returns would have been lower.

Fidelity Asset Manager: Growth Composite Index is a hypothetical
representation of the performance of the fund's three asset classes
according to their respective weightings in the fund's neutral mix
(70% stocks, 25% bonds and 5% short-term/money market instruments).
The following indexes are used to calculate the composite index:
stocks - the Standard & Poor's 500 SM Index (S&P 500(registered
trademark)), bonds - the Lehman Brothers Aggregate Bond Index, and
short-term/money market instruments - the Lehman Brothers 3-Month
Treasury Bill Index. Prior to January 1, 1997, the Lehman Brothers
U.S. Treasury Index was used for the bond class. The index weightings
of the composite index are rebalanced monthly.

S&P 500 is a market capitalization-weighted index of common stocks.

The Lehman Brothers U.S. Treasury Index is a market value-weighted
index of public obligations of the U.S. Treasury with maturities of
one year or more.

OPERATING EXPENSES

Initial Class

Management fee 0.58%

Distribution and Service (12b-1) fee None

Other expenses 0.13%

Total annual class operating expensesA 0.71%

A EFFECTIVE JANUARY 3, 1995, FMR HAS VOLUNTARILY AGREED TO REIMBURSE
INITIAL CLASS OF THE FUND TO THE EXTENT THAT TOTAL OPERATING EXPENSES
(EXCLUDING INTEREST, TAXES, CERTAIN SECURITIES LENDING COSTS,
BROKERAGE COMMISSIONS AND EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF
ITS AVERAGE NET ASSETS, EXCEED 1.00%. THIS ARRANGEMENT CAN BE
DISCONTINUED BY FMR AT ANY TIME.

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

VIP ASSET MANAGER: GROWTH PORTFOLIO seeks to maximize total return by
allocating its assets among stocks, bonds, short-term instruments, and
other investments.

PRINCIPAL INVESTMENT STRATEGIES

Neutral Mix STOCKS 70%(can range from 50-100%)
Row: 1, Col: 1, Value: 5.0
Row: 1, Col: 2, Value: 70.0
Row: 1, Col: 3, Value: 25.0
BONDS 25% (can range from 0-50%)
SHORT-TERM/MONEY MARKET 5% (can range from 0-50%)

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

PRINCIPAL INVESTMENT RISKS

The following factors can significantly affect the fund's performance:

FUNDAMENTAL INVESTMENT POLICIES

The policy discussed below is fundamental, that is, subject to change
only by shareholder approval.

VIP ASSET MANAGER: GROWTH PORTFOLIO seeks to maximize total return by
allocating its assets among stocks, bonds, short-term instruments, and
other investments.

VALUING SHARES

The fund is open for business each day the New York Stock Exchange
(NYSE) is open.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

Only separate accounts of insurance companies that have signed the
appropriate agreements with the fund can buy or sell shares of the
fund.

The price to buy one share of Initial Class is the class's NAV.
Initial Class shares are sold without a sales charge.

Shares will be bought at the next NAV calculated after an order is
received in proper form.

The price to sell one share of Initial Class is the class's NAV.

Shares will be sold at the next NAV calculated after an order is
received in proper form.

Redemptions may be suspended or payment dates postponed when the NYSE
is closed (other than weekends or holidays), when trading on the NYSE
is restricted, or as permitted by the SEC.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The fund normally pays dividends and capital gain distributions at
least annually, in February.

Dividends and capital gain distributions will be automatically
reinvested in additional Initial Class shares of the fund.

TAX CONSEQUENCES

Insurance company separate accounts generally do not pay tax on
dividends or capital gain distributions from the fund.

FUND SERVICES

FUND MANAGEMENT

VIP Asset Manager: Growth is a mutual fund, an investment that pools
shareholders' money and invests it toward a specified goal.

FMR is the fund's manager.

As of March 25, 1999, FMR had approximately $521.7 billion in
discretionary assets under management.

As the manager, FMR is responsible for choosing the fund's investments
and handling its business affairs.

Affiliates assist FMR with foreign investments:

FIMM is an affiliate of FMR. As of March 29, 1999, FIMM had
approximately $159.8 billion in discretionary assets under management.

Bart A. Grenier is vice president and manager of VIP Asset Manager:
Growth which he has managed since May 2000. Mr. Grenier originally
joined Fidelity in 1991 as a senior analyst and has held a number of
positions with FMR and served as an officer of certain other
investment companies managed or advised by FMR.

The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52%, and it
drops as total assets under management increase.

For December 1999, the group fee rate was 0.2768%. The individual fund
fee rate is 0.30%.

The total management fee for the fiscal year ended December 31, 1999,
was 0.58% of the fund's average net assets.

FMR pays FIMM, FMR U.K. and FMR Far East for providing sub-advisory
services. FMR Far East pays FIJ for providing sub-advisory services.

FMR will pay FMRC for providing sub-advisory services.

As of February 29, 2000, approximately 62.71% of the fund's total
outstanding shares were held by FMR affiliates.

FUND DISTRIBUTION

The fund is composed of multiple classes of shares. All classes of the
fund have a common investment objective and investment portfolio.

Fidelity Distributors Corporation (FDC) distributes Initial Class's
shares.

Initial Class has adopted a Distribution and Service Plan pursuant to
Rule 12b-1 under the Investment Company Act of 1940 that recognizes
that FMR may use its management fee revenues, as well as its past
profits or its resources from any other source, to pay FDC for
expenses incurred in connection with providing services intended to
result in the sale of Initial Class shares and/or support services
that benefit variable product owners. FMR, directly or through FDC,
may pay significant amounts to intermediaries, such as insurance
companies, broker-dealers and other service-providers, that provide
those services. Currently, the Board of Trustees has authorized such
payments for Initial Class.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

APPENDIX

FINANCIAL HIGHLIGHTS

SELECTED PER-SHARE DATA AND RATIOS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Years ended December 31, 1999 1998 1997 1996 1995 C

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 17.03 $ 16.36 $ 13.10 $ 11.77 $ 10.00

Income from Investment Operations

Net investment income .40 B .41 B .36 B .21 .10

Net realized and unrealized gain (loss) 2.04 2.19 2.92 2.08 2.20

Total from investment operations 2.44 2.60 3.28 2.29 2.30

Less Distributions

From net investment income (.41) (.34) - (.21) (.11)

From net realized gain (.68) (1.59) (.02) (.75) (.42)

Total distributions (1.09) (1.93) (.02) (.96) (.53)

Net asset value, end of period $ 18.38 $ 17.03 $ 16.36 $ 13.10 $ 11.77

TOTAL RETURN A, F 15.26% 17.57% 25.07% 20.04% 23.02%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 580,555 $ 528,874 $ 483,231 $ 253,024 $ 68,247

Ratio of expenses to average net assets .71% .73% .77% .87% 1.00% D

Ratio of expenses to average net assets .70% E .72% E .76% E .85% E 1.00%
after expense reductions

Ratio of net investment income to average 2.38% 2.60% 2.44% 2.63% 1.69%
net assets

Portfolio turnover 92% 98% 90% 120% 343%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

B NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

C FOR THE PERIOD JANUARY 3, 1995 (COMMENCEMENT OF OPERATIONS OF
INITIAL CLASS SHARES) TO DECEMBER 31, 1995.

D FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.

E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES.

F TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED
AND DO NOT REFLECT CHARGES ATTRIBUTABLE TO YOUR INSURANCE COMPANY'S
SEPARATE ACCOUNT. INCLUSION OF THESE CHARGES WOULD REDUCE THE TOTAL
RETURNS SHOWN.

For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-888-622-3175.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-5511

Fidelity and Fidelity Investments & (Pyramid) Design are registered
trademarks of FMR Corp.

Asset Manager: Growth is a service mark of FMR Corp.

The third party marks appearing above are the marks of their
respective owners.

The term "VIP" as used in this document refers to Fidelity Variable
Insurance Products.

1.700587.102 VAMGI-pro- 0400

Like securities of all mutual funds, these securities
have not been approved or disapproved by the
Securities and Exchange Commission, and the
Securities and Exchange Commission has not
determined if this prospectus is accurate or
complete. Any representation to the contrary is a
criminal offense.

FIDELITY(REGISTERED TRADEMARK)
VARIABLE INSURANCE PRODUCTS

SERVICE CLASS 2

ASSET MANAGER: GROWTHSM PORTFOLIO

PROSPECTUS

APRIL 30, 2000

(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 2 INVESTMENT SUMMARY

2 PERFORMANCE

3 OPERATING EXPENSES

FUND BASICS 4 INVESTMENT DETAILS

5 VALUING SHARES

SHAREHOLDER INFORMATION 5 BUYING AND SELLING SHARES

5 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

6 TAX CONSEQUENCES

FUND SERVICES 6 FUND MANAGEMENT

6 FUND DISTRIBUTION

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

VIP ASSET MANAGER: GROWTH PORTFOLIO seeks to maximize total return by
allocating its assets among stocks, bonds, short-term instruments, and
other investments.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Allocating the fund's assets among stocks, bonds,
and short-term and money market instruments.

(small solid bullet) Maintaining a neutral mix over time of 70% of
assets in stocks, 25% of assets in bonds, and 5% of assets in
short-term and money market instruments.

(small solid bullet) Adjusting allocation among asset classes
gradually within the following ranges: stock class (50%-100%), bond
class (0%-50%), and short-term/money market class (0%-50%).

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Analyzing an issuer using fundamental and/or
quantitative factors and evaluating each security's current price
relative to estimated long-term value to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) PREPAYMENT. The ability of an issuer of a debt
security to repay principal prior to a security's maturity can cause
greater price volatility if interest rates change.

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

PERFORMANCE

Performance history will be available for Service Class 2 after
Service Class 2 has been in operation for one calendar year.

YEAR-BY-YEAR RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP ASSET MANAGER: GROWTH -
INITIAL CLASS

Calendar Years 1996 1997 1998 1999

20.04% 25.07% 17.57% 15.26%

</TABLE>

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR INITIAL CLASS OF VIP
ASSET MANAGER: GROWTH WAS 0.29%.

AVERAGE ANNUAL RETURNS

For the periods ended Past 1 year Life of classA
December 31, 1999

VIP Asset Manager: Growth - 15.26% 20.16%
Initial Class

S&P 500 21.04% 28.59%

Fidelity Asset Manager: 14.55% 21.45%
Growth Composite Index

A FROM JANUARY 3, 1995.

If FMR had not reimbursed certain class expenses during these periods,
the fund's Initial Class returns would have been lower.

S&P 500 is a market capitalization-weighted index of common stocks.
The Lehman Brothers 3-Month Treasury Bill Index represents the average
of Treasury Bill rates for each of the prior three months, adjusted to
a bond equivalent yield basis (short-term and money market
instruments).

The Lehman Brothers U.S. Treasury Index is a market value-weighted
index of public obligations of the U.S. Treasury with maturities of
one year or more.

OPERATING EXPENSES

Service Class 2

Management fee 0.58%

Distribution and Service 0.25%
(12b-1) fee

Other expenses 0.15%

Total annual class operating 0.98%
expenses A

A EFFECTIVE JANUARY 12, 2000, FMR HAS VOLUNTARILY AGREED TO REIMBURSE
SERVICE CLASS 2 OF THE FUND TO THE EXTENT THAT TOTAL OPERATING
EXPENSES (EXCLUDING INTEREST, TAXES, CERTAIN SECURITIES LENDING COSTS,
BROKERAGE COMMISSIONS AND EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF
ITS AVERAGE NET ASSETS, EXCEED 1.25%. THIS ARRANGEMENT CAN BE
DISCONTINUED BY FMR AT ANY TIME.

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

VIP ASSET MANAGER: GROWTH PORTFOLIO seeks to maximize total return by
allocating its assets among stocks, bonds, short-term instruments, and
other investments.

PRINCIPAL INVESTMENT STRATEGIES

Neutral Mix STOCKS 70%
(can range from 50-100%)
Row: 1, Col: 1, Value: 5.0
Row: 1, Col: 2, Value: 70.0
Row: 1, Col: 3, Value: 25.0
BONDS 25%
(can range from 0-50%)
SHORT-TERM/MONEY MARKET 5%
(can range from 0-50%)

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

PRINCIPAL INVESTMENT RISKS

The following factors can significantly affect the fund's performance:

FUNDAMENTAL INVESTMENT POLICIES

The policy discussed below is fundamental, that is, subject to change
only by shareholder approval.

VIP ASSET MANAGER: GROWTH PORTFOLIO seeks to maximize total return by
allocating its assets among stocks, bonds, short-term instruments, and
other investments.

VALUING SHARES

The fund is open for business each day the New York Stock Exchange
(NYSE) is open.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

Only separate accounts of insurance companies that have signed the
appropriate agreements with the fund can buy or sell shares of the
fund.

The price to buy one share of Service Class 2 is the class's NAV.
Service Class 2 shares are sold without a sales charge.

Shares will be bought at the next NAV calculated after an order is
received in proper form.

The price to sell one share of Service Class 2 is the class's NAV.

Shares will be sold at the next NAV calculated after an order is
received in proper form.

Redemptions may be suspended or payment dates postponed when the NYSE
is closed (other than weekends or holidays), when trading on the NYSE
is restricted, or as permitted by the SEC.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The fund normally pays dividends and capital gain distributions at
least annually, in February.

Dividends and capital gain distributions will be automatically
reinvested in additional Service Class 2 shares of the fund.

TAX CONSEQUENCES

Insurance company separate accounts generally do not pay tax on
dividends or capital gain distributions from the fund.

FUND SERVICES

FUND MANAGEMENT

VIP Asset Manager: Growth is a mutual fund, an investment that pools
shareholders' money and invests it toward a specified goal.

FMR is the fund's manager.

As of March 25, 1999, FMR had approximately $521.7 billion in
discretionary assets under management.

As the manager, FMR is responsible for choosing the fund's investments
and handling its business affairs.

Affiliates assist FMR with foreign investments:

FIMM is an affiliate of FMR. As of March 29, 1999, FIMM had
approximately $159.8 billion in discretionary assets under management.

The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52%, and it
drops as total assets under management increase.

For December 1999, the group fee rate was 0.2768%. The individual fund
fee rate is 0.30%.

The total management fee for the fiscal year ended December 31, 1999,
was 0.58% of the fund's average net assets.

FMR pays FIMM, FMR U.K., and FMR Far East for providing sub-advisory
services. FMR Far East pays FIJ for providing sub-advisory services.

FMR will pay FMRC for providing sub-advisory services.

As of February 29, 2000, approximately 62.71% of the fund's total
outstanding shares were held by FMR affiliates.

FUND DISTRIBUTION

The fund is composed of multiple classes of shares. All classes of the
fund have a common investment objective and investment portfolio.

Fidelity Distributors Corporation (FDC) distributes Service Class 2's
shares.

FDC may reallow to intermediaries (such as insurance companies,
broker-dealers and other service-providers), including its affiliates,
up to the full amount of the Service Class 2 12b-1 fee, for providing
services intended to result in the sale of Service Class 2 shares
and/or support services that benefit variable product owners.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-888-622-3175.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-5511

Fidelity and Fidelity Investments & (Pyramid) Design are trademarks of
FMR Corp.

Asset Manager: Growth is a service mark of FMR Corp.

The third party marks appearing above are the marks of their
respective owners.

The term "VIP" as used in this document refers to Fidelity Variable
Insurance Products.

1.739202.100 VAMG2-pro- 0400

Like securities of all mutual funds, these securities
have not been approved or disapproved by the
Securities and Exchange Commission, and the
Securities and Exchange Commission has not
determined if this prospectus is accurate or
complete. Any representation to the contrary is a
criminal offense.

FIDELITY(REGISTERED TRADEMARK)
VARIABLE INSURANCE PRODUCTS

SERVICE CLASS

ASSET MANAGER: GROWTHSM PORTFOLIO

PROSPECTUS

APRIL 30, 2000

(FIDELITY_LOGO_GRAPHIC)(REGISTERED TRADEMARK)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 2 INVESTMENT SUMMARY

2 PERFORMANCE

3 OPERATING EXPENSES

FUND BASICS 3 INVESTMENT DETAILS

5 VALUING SHARES

SHAREHOLDER INFORMATION 5 BUYING AND SELLING SHARES

5 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

5 TAX CONSEQUENCES

FUND SERVICES 5 FUND MANAGEMENT

6 FUND DISTRIBUTION

APPENDIX 7 FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

VIP ASSET MANAGER: GROWTH PORTFOLIO seeks to maximize total return by
allocating its assets among stocks, bonds, short-term instruments, and
other investments.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Allocating the fund's assets among stocks, bonds,
and short-term and money market instruments.

(small solid bullet) Maintaining a neutral mix over time of 70% of
assets in stocks, 25% of assets in bonds, and 5% of assets in
short-term and money market instruments.

(small solid bullet) Adjusting allocation among asset classes
gradually within the following ranges: stock class (50%-100%), bond
class (0%-50%), and short-term/money market class (0%-50%).

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Analyzing an issuer using fundamental and/or
quantitative factors and evaluating each security's current price
relative to estimated long-term value to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) PREPAYMENT. The ability of an issuer of a debt
security to repay principal prior to a security's maturity can cause
greater price volatility if interest rates change.

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

PERFORMANCE

YEAR-BY-YEAR RETURNS

VIP ASSET MANAGER: GROWTH -
SERVICE CLASS

Calendar Years 1998 1999

17.18% 15.13%

DURING THE PERIODS SHOWN IN THE CHART FOR SERVICE CLASS OF VIP ASSET
MANAGER: GROWTH, THE HIGHEST RETURN FOR A QUARTER WAS 17.61% (QUARTER
ENDED DECEMBER 31, 1998) AND THE LOWEST RETURN FOR A QUARTER WAS
- -10.10% (QUARTER ENDED SEPTEMBER 30, 1998).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR SERVICE CLASS OF VIP
ASSET MANAGER: GROWTH WAS 0.29%.

AVERAGE ANNUAL RETURNS

For the periods ended Past 1 year Life of classA
December 31, 1999

VIP Asset Manager: Growth - 15.13% 16.24%
Service Class

S&P 500 21.04% 24.79%

Fidelity Asset Manager: 14.55% 18.72%
Growth Composite Index

A FROM NOVEMBER 3, 1997.

S&P 500 is a market capitalization-weighted index of common stocks.

The Lehman Brothers U.S. Treasury Index is a market value-weighted
index of public obligations of the U.S. Treasury with maturities of
one year or more.

OPERATING EXPENSES

Service Class

Management fee 0.58%

Distribution and Service 0.10%
(12b-1) fee

Other expenses 0.14%

Total annual class operating 0.82%
expensesA

A EFFECTIVE NOVEMBER 3, 1997, FMR HAS VOLUNTARILY AGREED TO REIMBURSE
SERVICE CLASS OF THE FUND TO THE EXTENT THAT TOTAL OPERATING EXPENSES
(EXCLUDING INTEREST, TAXES, CERTAIN SECURITIES LENDING COSTS,
BROKERAGE COMMISSIONS AND EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF
ITS AVERAGE NET ASSETS, EXCEED 1.10%. THIS ARRANGEMENT CAN BE
DISCONTINUED BY FMR AT ANY TIME.

A portion of the brokerage commissions that the fund pays is used to
reduce the fund's expenses. In addition, through arrangements with the
fund's custodian, credits realized as a result of uninvested cash
balances are used to reduce custodian expenses. Including these
reductions, the total Service Class operating expenses would have been
0.81% for VIP Asset Manager: Growth.

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE
VIP ASSET MANAGER: GROWTH PORTFOLIO seeks to maximize total return by
allocating its assets among stocks, bonds, short-term instruments, and
other investments.

PRINCIPAL INVESTMENT STRATEGIES

Neutral Mix STOCKS 70%
(can range from 50-100%)
Row: 1, Col: 1, Value: 5.0
Row: 1, Col: 2, Value: 70.0
Row: 1, Col: 3, Value: 25.0
BONDS 25%
(can range from 0-50%)
SHORT-TERM/MONEY MARKET 5%
(can range from 0-50%)

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

PRINCIPAL INVESTMENT RISKS

The following factors can significantly affect the fund's performance:

FUNDAMENTAL INVESTMENT POLICIES

The policy discussed below is fundamental, that is, subject to change
only by shareholder approval.

VIP ASSET MANAGER: GROWTH PORTFOLIO seeks to maximize total return by
allocating its assets among stocks, bonds, short-term instruments, and
other investments.

VALUING SHARES

The fund is open for business each day the New York Stock Exchange
(NYSE) is open.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

Only separate accounts of insurance companies that have signed the
appropriate agreements with the fund can buy or sell shares of the
fund.

The price to buy one share of Service Class is the class's NAV.
Service Class shares are sold without a sales charge.

Shares will be bought at the next NAV calculated after an order is
received in proper form.

The price to sell one share of Service Class is the class's NAV.

Shares will be sold at the next NAV calculated after an order is
received in proper form.

Redemptions may be suspended or payment dates postponed when the NYSE
is closed (other than weekends or holidays), when trading on the NYSE
is restricted, or as permitted by the SEC.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The fund normally pays dividends and capital gain distributions at
least annually, in February.

Dividends and capital gain distributions will be automatically
reinvested in additional Service Class shares of the fund.

TAX CONSEQUENCES

Insurance company separate accounts generally do not pay tax on
dividends or capital gain distributions from the fund.

FUND SERVICES

FUND MANAGEMENT

VIP Asset Manager: Growth is a mutual fund, an investment that pools
shareholders' money and invests it toward a specified goal.

FMR is the fund's manager.

As of March 25,1999, FMR had approximately $521.7 billion in
discretionary assets under management.

As the manager, FMR is responsible for choosing the fund's investments
and handling its business affairs.

Affiliates assist FMR with foreign investments:

FIMM is an affiliate of FMR. As of March 29, 1999, FIMM had
approximately $159.8 billion in discretionary assets under management.

The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52%, and it
drops as total assets under management increase.

For December 1999, the group fee rate was 0.2768%. The individual fund
fee rate is 0.30%.

The total management fee for the fiscal year ended December 31, 1999,
was 0.58% of the fund's average net assets.

FMR pays FIMM, FMR U.K. and FMR Far East for providing sub-advisory
services. FMR Far East pays FIJ for providing sub-advisory services.
FMR will pay FMRC for providing sub-advisory services.

As of February 29, 2000, approximately 62.71% of the fund's total
outstanding shares were held by FMR affiliates.

FUND DISTRIBUTION

The fund is composed of multiple classes of shares. All classes of the
fund have a common investment objective and investment portfolio.

Fidelity Distributors Corporation (FDC) distributes Service Class's
shares.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

FMR may allocate brokerage transactions in a manner that takes into
account the sale of shares of the Fidelity (registered trademark)
Variable Insurance Product funds, provided that the fund receives
brokerage services and commission rates comparable to those of other
broker-dealers.

APPENDIX

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand
Service Class's financial history for the period of the class's
operations. Certain information reflects financial results for a
single class share. The total returns in the table represent the rate
that an investor would have earned (or lost) on an investment in the
class (assuming reinvestment of all dividends and distributions). This
information has been audited by Deloitte & Touche LLP (1999 annual
information only), independent accountants, whose report, along with
the fund's financial highlights and financial statements, are included
in the fund's annual report. Annual information prior to 1999 was
audited by PricewaterhouseCoopers LLP. A free copy of the annual
report is available upon request.

SELECTED PER-SHARE DATA AND RATIOS

Years ended December 31, 1999 1998 1997 D

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 16.96 $ 16.35 $ 15.94
period

Income from Investment
Operations

Net investment income C .38 .40 .07

Net realized and unrealized 2.03 2.14 .34
gain (loss)

Total from investment 2.41 2.54 .41
operations

Less Distributions

From net investment income (.41) (.34) -

From net realized gain (.68) (1.59) -

Total distributions (1.09) (1.93) -

Net asset value, end of period $ 18.28 $ 16.96 $ 16.35

TOTAL RETURN B, F 15.13% 17.18% 2.57%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 10,825 $ 3,165 $ 10
(000 omitted)

Ratio of expenses to average .82% .89% .87% A
net assets

Ratio of expenses to average .81% E .88% E .87% A
net assets after expense
reductions

Ratio of net investment 2.27% 2.65% 2.70% A
income to average net assets

Portfolio turnover 92% 98% 90%

A ANNUALIZED

B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

D FOR THE PERIOD NOVEMBER 3, 1997 (COMMENCEMENT OF SALE OF SERVICE
CLASS SHARES) TO DECEMBER 31, 1997.

E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES.

For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-888-622-3175.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-5511

Fidelity and Fidelity Investments & (Pyramid) Design are registered
trademarks of FMR Corp.

Asset Manager: Growth is a service mark of FMR Corp.

The third party marks appearing above are the marks of their
respective owners.

The term "VIP" as used in this document refers to Fidelity Variable
Insurance Products.

1.739213.100 VAMGS-pro- 0400

FIDELITY(REGISTERED TRADEMARK)
VARIABLE INSURANCE PRODUCTS
INITIAL CLASS

CONTRAFUND(registered trademark) PORTFOLIO

PROSPECTUS

APRIL 30, 2000

(FIDELITY_LOGO_GRAPHIC)(REGISTERED TRADEMARK)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 3 INVESTMENT SUMMARY

3 PERFORMANCE

4 OPERATING EXPENSES

FUND BASICS 4 INVESTMENT DETAILS

5 VALUING SHARES

SHAREHOLDER INFORMATION 5 BUYING AND SELLING SHARES

5 DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

5 TAX CONSEQUENCES

FUND SERVICES 6 FUND MANAGEMENT

6 FUND DISTRIBUTION

APPENDIX 7 FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

VIP CONTRAFUND PORTFOLIO seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Normally investing primarily in common stocks.

(small solid bullet) Investing in securities of companies whose value
it believes is not fully recognized by the public.

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Investing in either "growth" stocks or "value"
stocks or both.

(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

PERFORMANCE

The following information illustrates the changes in the fund's
performance from year to year and compares Initial Class's performance
to the performance of a market index and an average of the performance
of similar funds over various periods of time. Returns for Initial
Class of the fund do not include the effect of any sales charges or
other expenses of any variable annuity or variable life insurance
product. Returns for Initial Class of the fund would be lower if the
effect of those sales charges and expenses were included. Returns are
based on past results and are not an indication of future performance.

YEAR-BY-YEAR RETURNS

VIP CONTRAFUND - INITIAL CLASS

Calendar Years 1996 1997 1998 1999

21.22% 24.14% 29.98% 24.25%

DURING THE PERIODS SHOWN IN THE CHART FOR INITIAL CLASS OF VIP
CONTRAFUND, THE HIGHEST RETURN FOR A QUARTER WAS 23.56% (QUARTER ENDED
DECEMBER 31, 1998) AND THE LOWEST RETURN FOR A QUARTER WAS -9.89%
(QUARTER ENDED SEPTEMBER 30, 1998).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR INITIAL CLASS OF VIP
CONTRAFUND WAS 5.45%.

AVERAGE ANNUAL RETURNS

For the periods ended December 31, 1999 Past 1 year Life of classA

VIP Contrafund - Initial Class 24.25% 27.73%

S&P 500 21.04% 28.59%

Lipper Variable Annuity Growth Funds Average 31.48% n/a

A FROM JANUARY 3, 1995.

Standard & Poor's 500 SM Index (S&P 500(registered trademark)) is a
market capitalization-weighted index of common stocks.

The Lipper Funds Average reflects the performance (excluding sales
charges) of mutual funds with similar objectives.

OPERATING EXPENSES

Initial Class

Management fee 0.58%

Distribution and Service (12b-1) fee None

Other expenses 0.09%

Total annual class operating expensesA 0.67%

A EFFECTIVE JANUARY 3, 1995, FMR HAS VOLUNTARILY AGREED TO REIMBURSE
INITIAL CLASS OF THE FUND TO THE EXTENT THAT TOTAL OPERATING EXPENSES
(EXCLUDING INTEREST, TAXES, CERTAIN SECURITIES LENDING COSTS,
BROKERAGE COMMISSIONS, AND EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF
ITS AVERAGE NET ASSETS, EXCEED 1.00%. THIS ARRANGEMENT CAN BE
DISCONTINUED BY FMR AT ANY TIME.

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

VIP CONTRAFUND PORTFOLIO seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets primarily in common stocks.

FMR invests the fund's assets in securities of companies whose value
FMR believes is not fully recognized by the public. The types of
companies in which the fund may invest include companies experiencing
positive fundamental change, such as a new management team or product
launch, a significant cost-cutting initiative, a merger or
acquisition, or a reduction in industry capacity that should lead to
improved pricing; companies whose earnings potential has increased or
is expected to increase more than generally perceived; companies that
have enjoyed recent market popularity but which appear to have
temporarily fallen out of favor for reasons that are considered
non-recurring or short-term; and companies that are undervalued in
relation to securities of other companies in the same industry.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR is not constrained by any particular investment style. At any
given time, FMR may tend to buy "growth" stocks or "value" stocks, or
a combination of both types. In buying and selling securities for the
fund, FMR relies on fundamental analysis of each issuer and its
potential for success in light of its current financial condition, its
industry position, and economic and market conditions. Factors
considered include growth potential, earnings estimates, and
management.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If FMR's
strategies do not work as intended, the fund may not achieve its
objective.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

PRINCIPAL INVESTMENT RISKS

Many factors affect the fund's performance. The fund's share price
changes daily based on changes in market conditions and interest rates
and in response to other economic, political, or financial
developments. The fund's reaction to these developments will be
affected by the types of securities in which the fund invests, the
financial condition, industry and economic sector, and geographic
location of an issuer, and the fund's level of investment in the
securities of that issuer. When a shareholder sells shares of the
fund, they could be worth more or less than what the shareholder paid
for them.

The following factors can significantly affect the fund's performance:

FUNDAMENTAL INVESTMENT POLICIES

The policy discussed below is fundamental, that is, subject to change
only by shareholder approval.

VIP CONTRAFUND PORTFOLIO seeks long-term capital appreciation.

VALUING SHARES

The fund is open for business each day the New York Stock Exchange
(NYSE) is open.

The fund's assets are valued primarily on the basis of market
quotations. Certain short-term securities are valued on the basis of
amortized cost. If market quotations are not readily available for a
security or if a security's value has been materially affected by
events occurring after the close of the exchange or market on which
the security is principally traded (for example, a foreign exchange or
market), that security may be valued by another method that the Board
of Trustees believes accurately reflects fair value. A security's
valuation may differ depending on the method used for determining
value.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

Only separate accounts of insurance companies that have signed the
appropriate agreements with the fund can buy or sell shares of the
fund.

The price to buy one share of Initial Class is the class's NAV.
Initial Class shares are sold without a sales charge.

Shares will be bought at the next NAV calculated after an order is
received in proper form.

The price to sell one share of Initial Class is the class's NAV.

Shares will be sold at the next NAV calculated after an order is
received in proper form.

Redemptions may be suspended or payment dates postponed when the NYSE
is closed (other than weekends or holidays), when trading on the NYSE
is restricted, or as permitted by the SEC.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The fund normally pays dividends and capital gain distributions at
least annually, in February.

Dividends and capital gain distributions will be automatically
reinvested in additional Initial Class shares of the fund.

TAX CONSEQUENCES

Insurance company separate accounts generally do not pay tax on
dividends or capital gain distributions from the fund.

FUND SERVICES

FUND MANAGEMENT

VIP Contrafund is a mutual fund, an investment that pools
shareholders' money and invests it toward a specified goal.

FMR is the fund's manager.

As of March 25, 1999, FMR had approximately $521.7 billion in
discretionary assets under management.

As the manager, FMR is responsible for choosing the fund's investments
and handling its business affairs.

Affiliates assist FMR with foreign investments:

Beginning January 1, 2001, FMR Co., Inc. (FMRC) will serve as
sub-adviser for the fund. FMRC will be primarily responsible for
choosing investments for the fund. FMRC is a wholly owned subsidiary
of FMR.

Will Danoff is vice president and manager of VIP Contrafund, which he
has managed since January 1995. He also manages another Fidelity fund.
Since joining Fidelity in 1986, Mr. Danoff has worked as an analyst
and manager.

The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52%, and it
drops as total assets under management increase.

For December 1999, the group fee rate was 0.2768%. The individual fund
fee rate is 0.30%.

The total management fee for the fiscal year ended December 31, 1999,
was 0.58% of the fund's average net assets.

FMR pays FMR U.K. and FMR Far East for providing sub-advisory
services. FMR Far East pays FIJ for providing sub-advisory services.

FMR will pay FMRC for providing sub-advisory services.

FUND DISTRIBUTION

The fund is composed of multiple classes of shares. All classes of the
fund have a common investment objective and investment portfolio.

Fidelity Distributors Corporation (FDC) distributes Initial Class
shares.

Initial Class of the fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940 that
recognizes that FMR may use its management fee revenues, as well as
its past profits or its resources from any other source, to pay FDC
for expenses incurred in connection with providing services intended
to result in the sale of Initial Class shares and/or support services
that benefit variable product owners. FMR, directly or through FDC,
may pay significant amounts to intermediaries, such as insurance
companies, broker dealers, and other service providers, that provide
those services. Currently, the Board of Trustees has authorized such
payments for Initial Class.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

APPENDIX

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand
Initial Class's financial history for the period of the class's
operations. Certain information reflects financial results for a
single class share. The total returns in the table represent the rate
that an investor would have earned (or lost) on an investment in the
class (assuming reinvestment of all dividends and distributions). This
information has been audited by Deloitte & Touche LLP (1999 annual
information only), independent accountants, whose report, along with
the fund's financial highlights and financial statements, are included
in the fund's annual report. Annual information prior to 1999 was
audited by PricewaterhouseCoopers LLP. A free copy of the annual
report is available upon request.

SELECTED PER-SHARE DATA AND RATIOS

Years ended December 31, 1999 1998 1997 1996 1995 C

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 24.44 $ 19.94 $ 16.56 $ 13.79 $ 10.00

Income from Investment Operations

Net investment income .12 B .13 B .16 B .14 .06

Net realized and unrealized gain (loss) 5.59 5.54 3.73 2.76 3.91

Total from investment operations 5.71 5.67 3.89 2.90 3.97

Less Distributions

From net investment income (.12) (.14) (.14) - (.06)

From net realized gain (.88) (1.03) (.37) (.13) (.12)

Total distributions (1.00) (1.17) (.51) (.13) (.18)

Net asset value, end of period $ 29.15 $ 24.44 $ 19.94 $ 16.56 $ 13.79

TOTAL RETURN A, E 24.25% 29.98% 24.14% 21.22% 39.72%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 9,005,129 $ 6,388,592 $ 4,107,868 $ 2,394,103 $ 877,000

Ratio of expenses to average net assets .67% .70% .71% .74% .72%

Ratio of expenses to average net assets .65% D .66% D .68% D .71% D .72%
after expense reductions

Ratio of net investment income to average .48% .62% .90% 1.33% 1.07%
net assets

Portfolio turnover 172% 201% 142% 178% 132%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

B NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

C FOR THE PERIOD JANUARY 3, 1995 (COMMENCEMENT OF OPERATIONS OF
INITIAL CLASS SHARES) TO DECEMBER 31, 1995.

D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES.

E TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED
AND DO NOT REFLECT CHARGES ATTRIBUTABLE TO YOUR INSURANCE COMPANY'S
SEPARATE ACCOUNT. INCLUSION OF THESE CHARGES WOULD REDUCE THE TOTAL
RETURNS SHOWN.

For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-888-622-3175.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-5511.

Fidelity, Contrafund, and Fidelity Investments & (Pyramid) Design are
registered trademarks of FMR Corp.

The third party marks appearing above are the marks of their
respective owners.

The term "VIP" as used in this document refers to Fidelity Variable
Insurance Products.

1.477906.102 VCI-pro- 0400

Like securities of all mutual funds, these securities
have not been approved or disapproved by the
Securities and Exchange Commission, and the
Securities and Exchange Commission has not
determined if this prospectus is accurate or
complete. Any representation to the contrary is a
criminal offense.

FIDELITY(REGISTERED TRADEMARK)
VARIABLE INSURANCE PRODUCTS
SERVICE CLASS
CONTRAFUND(registered trademark) PORTFOLIO

PROSPECTUS

APRIL 30, 2000

(FIDELITY_LOGO_GRAPHIC)(REGISTERED TRADEMARK)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 2 INVESTMENT SUMMARY

2 PERFORMANCE

3 OPERATING EXPENSES

FUND BASICS 3 INVESTMENT DETAILS

4 VALUING SHARES

SHAREHOLDER INFORMATION 4 BUYING AND SELLING SHARES

5 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

5 TAX CONSEQUENCES

FUND SERVICES 5 FUND MANAGEMENT

5 FUND DISTRIBUTION

APPENDIX 6 FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

VIP CONTRAFUND PORTFOLIO seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Normally investing primarily in common stocks.

(small solid bullet) Investing in securities of companies whose value
it believes is not fully recognized by the public.

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Investing in either "growth" stocks or "value"
stocks or both.

(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

PERFORMANCE

The following information illustrates the changes in the fund's
performance from year to year and compares Service Class's performance
to the performance of a market index and an average of the performance
of similar funds over various periods of time. Returns for Service
Class of the fund do not include the effect of any sales charges or
other expenses of any variable annuity or variable life insurance
product. Returns for Service Class of the fund would be lower if the
effect of those sales charges and expenses were included. Returns are
based on past results and are not an indication of future performance.

YEAR-BY-YEAR RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP CONTRAFUND - SERVICE CLASS

Calendar Years 1998 1999

29.94% 24.15%

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR SERVICE CLASS OF VIP
CONTRAFUND, THE HIGHEST RETURN FOR A QUARTER WAS 23.52% (QUARTER ENDED
DECEMBER 31, 1998) AND THE LOWEST RETURN FOR A QUARTER WAS -9.93%
(QUARTER ENDED SEPTEMBER 30, 1998).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR SERVICE CLASS OF VIP
CONTRAFUND WAS 5.42%.

AVERAGE ANNUAL RETURNS

For the periods ended Past 1 year Life of ClassA
December 31, 1999

VIP Contrafund - Service Class 24.15% 24.62%

S&P 500 21.04% 24.79%

Lipper Variable Annuity 31.48% n/a
Growth Funds Average

A FROM NOVEMBER 3, 1997.

Standard & Poor's 500 Index SM (S&P 500(registered trademark)) is a
market capitalization-weighted index of common stocks.

The Lipper Funds Average reflects the performance (excluding sales
charges) of mutual funds with similar objectives.

OPERATING EXPENSES

Service Class

Management fee 0.58%

Distribution and Service 0.10%
(12b-1) fee

Other expenses 0.10%

Total annual class operating 0.78%
expensesA

A EFFECTIVE NOVEMBER 3, 1997, FMR HAS VOLUNTARILY AGREED TO REIMBURSE
SERVICE CLASS OF THE FUND TO THE EXTENT THAT TOTAL OPERATING EXPENSES
(EXCLUDING INTEREST, TAXES, CERTAIN SECURITIES LENDING COSTS,
BROKERAGE COMMISSIONS, AND EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF
ITS AVERAGE NET ASSETS, EXCEED 1.10%. THIS ARRANGEMENT CAN BE
DISCONTINUED BY FMR AT ANY TIME.

A portion of the brokerage commissions that the fund pays is used to
reduce the fund's expenses. In addition, through arrangements with the
fund's custodian, credits realized as a result of uninvested cash
balances are used to reduce custodian expenses. Including these
reductions, the total Service Class operating expenses would have been
0.75% for VIP Contrafund.

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

VIP CONTRAFUND PORTFOLIO seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets primarily in common stocks.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

PRINCIPAL INVESTMENT RISKS

The following factors can significantly affect the fund's performance:

FUNDAMENTAL INVESTMENT POLICIES

The policy discussed below is fundamental, that is, subject to change
only by shareholder approval.

VIP CONTRAFUND PORTFOLIO seeks long-term capital appreciation.

VALUING SHARES

The fund is open for business each day the New York Stock Exchange
(NYSE) is open.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

Only separate accounts of insurance companies that have signed the
appropriate agreements with the fund can buy or sell shares of the
fund.

The price to buy one share of Service Class is the class's NAV.
Service Class shares are sold without a sales charge.

Shares will be bought at the next NAV calculated after an order is
received in proper form.

The price to sell one share of Service Class is the class's NAV.

Shares will be sold at the next NAV calculated after an order is
received in proper form.

Redemptions may be suspended or payment dates postponed when the NYSE
is closed (other than weekends or holidays), when trading on the NYSE
is restricted, or as permitted by the SEC.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The fund normally pays dividends and capital gain distributions at
least annually, in February.
Dividends and capital gain distributions will be automatically
reinvested in additional Service Class shares of the fund.

TAX CONSEQUENCES

Insurance company separate accounts generally do not pay tax on
dividends or capital gain distributions from the fund.

FUND SERVICES

FUND MANAGEMENT

VIP Contrafund is a mutual fund, an investment that pools
shareholders' money and invests it toward a specified goal.

FMR is the fund's manager.

As of March 25, 1999, FMR had approximately $521.7 billion in
discretionary assets under management.

As the manager, FMR is responsible for choosing the fund's investments
and handling its business affairs.

Affiliates assist FMR with foreign investments:

(small solid bullet) Fidelity Investments Japan Limited (FIJ), in
Tokyo, Japan, serves as a sub-adviser for the fund. As of September
28, 1999, FIJ had approximately $16.3 billion in discretionary assets
under management. FIG may provide investment research and advice on
issuers based outside the United States for the fund.

The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52%, and it
drops as total assets under management increase.

For December 1999, the group fee rate was 0.2768%. The individual fund
fee rate is 0.30%.

The total management fee for the fiscal year ended December 31, 1999,
was 0.58% of the fund's average net assets.

FMR pays FMR U.K. and FMR Far East for providing sub-advisory
services. FMR Far East pays FIJ for providing sub-advisory services.

FMR will pay FMRC for providing sub-advisory services.

FUND DISTRIBUTION

The fund is composed of multiple classes of shares. All classes of the
fund have a common investment objective and investment portfolio.

Fidelity Distributors Corporation (FDC) distributes Service Class's
shares.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

APPENDIX

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand
Service Class's financial history for the period of the class's
operations. Certain information reflects financial results for a
single class share. The total returns in the table represent the rate
that an investor would have earned (or lost) on an investment in the
class (assuming reinvestment of all dividends and distributions). This
information has been audited by Deloitte & Touche LLP (1999 annual
information only), independent accountants, whose report, along with
the fund's financial highlights and financial statements, are included
in the fund's annual report. Annual information prior to 1999 was
audited by PricewaterhouseCoopers LLP. A free copy of the annual
report is available upon request.

SELECTED PER-SHARE DATA AND RATIOS

Years ended December 31, 1999 1998 1997 D

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 24.42 $ 19.93 $ 19.99
period

Income from Investment
Operations

Net investment income C .10 .11 .03

Net realized and unrealized 5.58 5.55 (.09)
gain (loss)

Total from investment 5.68 5.66 (.06)
operations

Less Distributions

From net investment income (.12) (.14) -

From net realized gain (.88) (1.03) -

Total distributions (1.00) (1.17) -

Net asset value, end of period $ 29.10 $ 24.42 $ 19.93

TOTAL RETURN B, F 24.15% 29.94% (0.30)%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 775,216 $ 152,553 $ 3,722
(000 omitted)

Ratio of expenses to average .78% .80% .81% A
net assets

Ratio of expenses to average .75% E .75% E .78% A, E
net assets after expense
reductions

Ratio of net investment .37% .53% 1.14% A
income to average net assets

Portfolio turnover 172% 201% 142%

A ANNUALIZED

B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

D FOR THE PERIOD NOVEMBER 3, 1997 (COMMENCEMENT OF SALE OF SERVICE
CLASS SHARES) TO DECEMBER 31, 1997.

E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES.

For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-888-622-3175.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-5511

Fidelity, Contrafund, and Fidelity Investments & (Pyramid) Design are
registered trademarks of FMR Corp.

The third party marks appearing above are the marks of their
respective owners.

The term "VIP" as used in this document refers to Fidelity Variable
Insurance Products.

1.718001.101 VCS-pro- 0400

Like securities of all mutual funds, these securities
have not been approved or disapproved by the
Securities and Exchange Commission, and the
Securities and Exchange Commission has not
determined if this prospectus is accurate or
complete. Any representation to the contrary is a
criminal offense.

FIDELITY(REGISTERED TRADEMARK)
VARIABLE INSURANCE PRODUCTS
SERVICE CLASS 2
CONTRAFUND(registered trademark) PORTFOLIO

PROSPECTUS

APRIL 30, 2000

(FIDELITY_LOGO_GRAPHIC)(REGISTERED TRADEMARK)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 2 INVESTMENT SUMMARY

2 PERFORMANCE

4 OPERATING EXPENSES

FUND BASICS 4 INVESTMENT DETAILS

5 VALUING SHARES

SHAREHOLDER INFORMATION 5 BUYING AND SELLING SHARES

6 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

6 TAX CONSEQUENCES

FUND SERVICES 6 FUND MANAGEMENT

6 FUND DISTRIBUTION

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

VIP CONTRAFUND PORTFOLIO seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Normally investing primarily in common stocks.

(small solid bullet) Investing in securities of companies whose value
it believes is not fully recognized by the public.

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Investing in either "growth" stocks or "value"
stocks or both.

(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

PERFORMANCE

The following information illustrates the changes in the fund's
performance from year to year, as represented by the performance of
Initial Class, and compares the performance of Initial Class of the
fund to the performance of a market index and an average of the
performance of similar funds over various periods of time. Returns for
Initial Class of the fund do not include the effect of any sales
charges or other expenses of any variable annuity or variable life
insurance product. Returns for Initial Class of the fund would be
lower if the effect of those sales charges and expenses were included.
Returns are based on past results and are not an indication of future
performance.

Performance history will be available for Service Class 2 after
Service Class 2 has been in operation for one calendar year.

YEAR-BY-YEAR RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP CONTRAFUND - INITIAL CLASS

Calendar Years 1996 1997 1998 1999

21.22% 24.14% 29.98% 24.25%

</TABLE>

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR INITIAL CLASS OF VIP
CONTRAFUND WAS 5.45%.

AVERAGE ANNUAL RETURNS

For the periods ended Past 1 year Life of classA
December 31, 1999

VIP Contrafund - Initial Class 24.25% 27.73%

S&P 500 21.04% 28.59%

Lipper Variable Annuity 31.48% n/a
Growth Funds Average

A FROM JANUARY 3, 1995.

Standard & Poor's 500 Index SM (S&P 500(registered trademark)) is a
market capitalization-weighted index of common stocks.

The Lipper Funds Average reflects the performance (excluding sales
charges) of mutual funds with similar objectives.

OPERATING EXPENSES

Service Class 2

Management fee 0.58%

Distribution and Service 0.25%
(12b-1) fee

Other expenses 0.12%

Total annual class operating 0.95%
expensesA

A EFFECTIVE JANUARY 12, 2000, FMR HAS VOLUNTARILY AGREED TO REIMBURSE
SERVICE CLASS 2 OF THE FUND TO THE EXTENT THAT TOTAL OPERATING
EXPENSES (EXCLUDING INTEREST, TAXES, CERTAIN SECURITIES LENDING COSTS,
BROKERAGE COMMISSIONS, AND EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF
ITS AVERAGE NET ASSETS, EXCEED 1.25%. THIS ARRANGEMENT CAN BE
DISCONTINUED BY FMR AT ANY TIME.

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

VIP CONTRAFUND PORTFOLIO seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets primarily in common stocks.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

PRINCIPAL INVESTMENT RISKS

The following factors can significantly affect the fund's performance:

FUNDAMENTAL INVESTMENT POLICIES

The policy discussed below is fundamental, that is, subject to change
only by shareholder approval.

VIP CONTRAFUND PORTFOLIO seeks long-term capital appreciation.

VALUING SHARES

The fund is open for business each day the New York Stock Exchange
(NYSE) is open.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

Only separate accounts of insurance companies that have signed the
appropriate agreements with the fund can buy or sell shares of the
fund.

The price to buy one share of Service Class 2 is the class's NAV.
Service Class 2's shares are sold without a sales charge.

Shares will be bought at the next NAV calculated after an order is
received in proper form.

The price to sell one share of Service Class 2 is the class's NAV.

Shares will be sold at the next NAV calculated after an order is
received in proper form.

Redemptions may be suspended or payment dates postponed when the NYSE
is closed (other than weekends or holidays), when trading on the NYSE
is restricted, or as permitted by the SEC.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The fund normally pays dividends and capital gain distributions at
least annually, in February.

Dividends and capital gain distributions will be automatically
reinvested in additional Service Class 2 shares of the fund.

TAX CONSEQUENCES

Insurance company separate accounts generally do not pay tax on
dividends or capital gain distributions from the fund.

FUND SERVICES

FUND MANAGEMENT

VIP Contrafund is a mutual fund, an investment that pools
shareholders' money and invests it toward a specified goal.

FMR is the fund's manager.

As of March 25, 1999, FMR had approximately $521.7 billion in
discretionary assets under management.

As the manager, FMR is responsible for choosing the fund's investments
and handling its business affairs.

Affiliates assist FMR with foreign investments:

The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52%, and it
drops as total assets under management increase.

For December 1999, the group fee rate was 0.2768%. The individual fund
fee rate is 0.30%.

The total management fee for the fiscal year ended December 31, 1999,
was 0.58% of the fund's average net assets.

FMR pays FMR U.K. and FMR Far East for providing sub-advisory
services. FMR Far East pays FIJ for providing sub-advisory services.

FMR will pay FMRC for providing sub-advisory services.

FUND DISTRIBUTION

The fund is composed of multiple classes of shares. All classes of the
fund have a common investment objective and investment portfolio.

Fidelity Distributors Corporation (FDC) distributes Service Class 2's
shares.

FDC may reallow to intermediaries (such as insurance companies,
broker-dealers and other service-providers), including its affiliates,
up to the full amount of the Service Class 2 12b-1 fee, for providing
services intended to result in the sale of Service Class 2 shares
and/or support services that benefit variable product owners.

In addition, the Service Class 2 plan specifically recognizes that FMR
may make payments from its management fee revenue, past profits, or
other resources to FDC for expenses incurred in connection with
providing services intended to result in the sale of Service Class 2
shares and/or support services that benefit variable product owners,
including payments of significant amounts made of significant amounts
to intermediaries that provide those services. Currently, the Board of
Trustees of the fund has authorized such payments for Service Class 2.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-888-622-3175.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-5511

Fidelity, Contrafund, and Fidelity Investments & (Pyramid) Design are
registered trademarks of FMR Corp.

The third party marks appearing above are the marks of their
respective owners.

The term "VIP" as used in this document refers to Fidelity Variable
Insurance Products.

1.739194.100 VC2-pro-0400

FIDELITY(REGISTERED TRADEMARK)
VARIABLE INSURANCE PRODUCTS
INITIAL CLASS
INDEX 500 PORTFOLIO

PROSPECTUS

APRIL 30, 2000

(FIDELITY_LOGO_GRAPHIC)(REGISTERED TRADEMARK)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 3 INVESTMENT SUMMARY

3 PERFORMANCE

4 OPERATING EXPENSES

FUND BASICS 4 INVESTMENT DETAILS

5 VALUING SHARES

SHAREHOLDER INFORMATION 5 BUYING AND SELLING SHARES

5 DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

5 TAX CONSEQUENCES

FUND SERVICES 6 FUND MANAGEMENT

6 FUND DISTRIBUTION

APPENDIX 6 FINANCIAL HIGHLIGHTS

8 ADDITIONAL INFORMATION ABOUT THE INDEX

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

VIP INDEX 500 PORTFOLIO seeks investment results that correspond to
the total return of common stocks publicly traded in the United
States, as represented by the Standard & Poor's 500 SM Index (S&P
500(registered trademark)).

PRINCIPAL INVESTMENT STRATEGIES

Bankers Trust Company (BT)'s principal investment strategies include:

(small solid bullet) Normally investing at least 80% of assets in
common stocks included in the S&P 500.

(small solid bullet) Using statistical sampling techniques based on
such factors as capitalization, industry exposures, dividend yield,
price/earnings ratio, price/book ratio, and earnings growth.

(small solid bullet) Lending securities to earn income for the fund.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.
When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

PERFORMANCE

The following information illustrates the changes in the fund's
performance from year to year and compares Initial Class's performance
to the performance of a market index and an average of the performance
of similar funds over various periods of time. Returns for Initial
Class of the fund do not include the effect of any sales charges or
other expenses of any variable annuity or variable life insurance
product. Returns for Initial Class of the fund would be lower if the
effect of those sales charges and expenses were included. Returns are
based on past results and are not an indication of future performance.

YEAR-BY-YEAR RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP INDEX 500 - INITIAL CLASS

Calendar Years 1993 1994 1995 1996 1997 1998 1999

9.74% 1.04% 37.19% 22.71% 32.83% 28.31% 20.52%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: 9.739999999999998
Row: 5, Col: 1, Value: 1.04
Row: 6, Col: 1, Value: 37.19000000000001
Row: 7, Col: 1, Value: 22.71
Row: 8, Col: 1, Value: 32.83
Row: 9, Col: 1, Value: 28.31
Row: 10, Col: 1, Value: 20.52

DURING THE PERIODS SHOWN IN THE CHART FOR INITIAL CLASS OF VIP INDEX
500, THE HIGHEST RETURN FOR A QUARTER WAS 21.36% (QUARTER ENDED
DECEMBER 31, 1998) AND THE LOWEST RETURN FOR A QUARTER WAS -9.96%
(QUARTER ENDED SEPTEMBER 30, 1998).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR INITIAL CLASS OF VIP
INDEX 500 WAS 2.20%.

AVERAGE ANNUAL RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C>
For the periods ended December 31, 1999 Past 1 year Past 5 years Life of classA

VIP Index 500 - Initial Class 20.52% 28.16% 21.07%

S&P 500 21.04% 28.56% 21.45%

Lipper Variable Annuity S&P 500 Index 20.48% 28.07% n/a
Objective Funds Average

</TABLE>

A FROM AUGUST 27, 1992.

If Fidelity Management & Research Company (FMR) had not reimbursed
certain class expenses during these periods, the fund's Initial Class
returns would have been lower.

S&P 500 is a market capitalization-weighted index of common stocks.

The Lipper Funds Average reflects the performance (excluding sales
charges) of mutual funds with similar objectives.

OPERATING EXPENSES

The annual class operating expenses provided below for Initial Class
of the fund do not reflect the effect of any expense reimbursements or
reduction of certain expenses during the period. The annual class
operating expenses do not take into account any fees or other expenses
of any variable annuity or variable life insurance product.

Initial Class

Management fee 0.24%

Distribution and Service (12b-1) fee None

Other expenses 0.10%

Total annual class operating expensesA 0.34%

A EFFECTIVE APRIL 18, 1997, FMR HAS VOLUNTARILY AGREED TO REIMBURSE
INITIAL CLASS OF THE FUND TO THE EXTENT THAT TOTAL OPERATING EXPENSES
(EXCLUDING INTEREST, TAXES, SECURITIES LENDING COSTS, BROKERAGE
COMMISSIONS AND EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF ITS
AVERAGE NET ASSETS, EXCEED 0.28%. THIS ARRANGEMENT CAN BE DISCONTINUED
BY FMR AT ANY TIME.

Through arrangements with the fund's custodian, credits realized as a
result of uninvested cash balances are used to reduce custodian
expenses. Including this reduction, the total Initial Class operating
expenses, after reimbursement, would have been 0.28% for VIP Index
500.

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

VIP INDEX 500 PORTFOLIO seeks investment results that correspond to
the total return of common stocks publicly traded in the United
States, as represented by the S&P 500.

PRINCIPAL INVESTMENT STRATEGIES

BT normally invests at least 80% of the fund's assets in common stocks
included in the S&P 500. The S&P 500 is a widely recognized, unmanaged
index of common stock prices.

The fund may not always hold all of the same securities as the S&P
500. BT may use statistical sampling techniques to attempt to
replicate the returns of the S&P 500. Statistical sampling techniques
attempt to match the investment characteristics of the index and the
fund by taking into account such factors as capitalization, industry
exposures, dividend yield, price/earnings ratio, price/book ratio, and
earnings growth.

The fund may not track the index perfectly because differences between
the index and the fund's portfolio can cause differences in
performance. In addition, expenses and transaction costs, the size and
frequency of cash flow into and out of the fund, and differences
between how and when the fund and the index are valued can cause
differences in performance.

BT may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

BT may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices or other factors that affect security values. If BT's
strategies do not work as intended, the fund may not achieve its
objective.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

PRINCIPAL INVESTMENT RISKS

The following factors can significantly affect the fund's performance:

In response to market, economic, political, or other conditions, BT
may temporarily use a different investment strategy for defensive
purposes. If BT does so, different factors could affect the fund's
performance and the fund may not achieve its investment objective.

FUNDAMENTAL INVESTMENT POLICIES

The policy discussed below is fundamental, that is, subject to change
only by shareholder approval.

VIP INDEX 500 PORTFOLIO seeks investment results that correspond to
the total return of common stocks publicly traded in the United
States, as represented by the S&P 500.

VALUING SHARES

The fund is open for business each day the New York Stock Exchange
(NYSE) is open.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

Only separate accounts of insurance companies that have signed the
appropriate agreements with the fund can buy or sell shares of the
fund.

The price to buy one share of Initial Class is the class's NAV.
Initial Class shares are sold without a sales charge.

Shares will be bought at the next NAV calculated after an order is
received in proper form.

The price to sell one share of Initial Class is the class's NAV.

Shares will be sold at the next NAV calculated after an order is
received in proper form.

Redemptions may be suspended or payment dates postponed when the NYSE
is closed (other than weekends or holidays), when trading on the NYSE
is restricted, or as permitted by the SEC.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The fund normally pays dividends and capital gain distributions at
least annually, in February.

Dividends and capital gain distributions will be automatically
reinvested in additional Initial Class shares of the fund.

TAX CONSEQUENCES

Insurance company separate accounts generally do not pay tax on
dividends or capital gain distributions from the fund.

FUND SERVICES

FUND MANAGEMENT

VIP Index 500 is a mutual fund, an investment that pools shareholders'
money and invests it toward a specified goal.

FMR is the fund's manager.

As of March 25, 1999, FMR had approximately $521.7 billion in
discretionary assets under management.

As the manager, FMR is responsible for handling the fund's business
affairs.

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

As of December 31, 1999, BT had approximately $247.97 billion in
discretionary assets under management.

BT's principal offices are at 130 Liberty Street, New York, New York
10006.

On March 11, 1999, BT announced that it had reached an agreement with
the United States Attorney's Office in the Southern District of New
York to resolve an investigation concerning inappropriate transfers of
unclaimed funds and related recordkeeping problems that occurred
between 1994 and early 1996. Pursuant to its agreement with the U.S.
Attorney's Office, BT pleaded guilty to misstating entries in the
bank's books and records and agreed to pay a $60 million fine to
federal authorities. On July 26, 1999, BT was formally sentenced in
United States District Court to pay the $60 million fine. Separately,
BT agreed to pay a $3.5 million fine to the State of New York. The
events leading up to the guilty plea and formal sentence did not arise
out of the investment advisory or mutual fund management activities of
BT or its affiliates.

As a result of the plea and subsequent sentence, absent an order from
the SEC, BT would not be able to continue to provide investment
advisory services to the fund. The SEC has granted a temporary order
to permit BT and its affiliates to continue to provide investment
advisory services to registered investment companies. There is no
assurance that the SEC will grant a permanent order.

Beginning January 1, 2001, FMR Co., Inc. (FMRC) will serve as
sub-adviser for the fund. FMRC may provide investment research and
advice and may also provide investment advisory services for the fund.
FMRC is a wholly owned subsidiary of FMR.

The fund pays a management fee to FMR. The management fee is
calculated and paid to FMR every month.

The fund's annual management fee rate is 0.24% of its average net
assets.

FMR will pay FMRC for providing sub-advisory services.

FMR pays BT for providing investment management and custodial
services.

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

As of February 29, 2000, approximately 26.13% of the fund's total
outstanding shares were held by FMR affiliates.

FUND DISTRIBUTION

The fund is composed of multiple classes of shares. All classes of the
fund have a common investment objective and investment portfolio.

Fidelity Distributors Corporation (FDC) distributes Initial Class's
shares.

Initial Class has adopted a Distribution and Service Plan pursuant to
Rule 12b-1 under the Investment Company Act of 1940 that recognizes
that FMR may use its management fee revenues, as well as its past
profits or its resources from any other source, to pay FDC for
expenses incurred in connection with providing services intended to
result in the sale of Initial Class shares and/or support services
that benefit variable product owners. FMR, directly or through FDC,
may pay significant amounts to intermediaries, such as insurance
companies, broker-dealers and other service-providers, that provide
those services. Currently, the Board of Trustees has authorized such
payments for Initial Class.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

BT may allocate brokerage transactions in a manner that takes into
account the sale of shares of the fund, provided that the fund
receives brokerage services and commission rates comparable to those
of other broker-dealers.

APPENDIX

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand
Initial Class's financial history for the past 5 years. Certain
information reflects financial results for a single class share. The
total returns in the table represent the rate that an investor would
have earned (or lost) on an investment in the class (assuming
reinvestment of all dividends and distributions). This information has
been audited by Deloitte & Touche LLP (1999 annual information only),
whose report, along with the fund's financial highlights and financial
statements, are included in the fund's annual report. Annual
information prior to 1999 was audited by PricewaterhouseCoopers LLP. A
free copy of the annual report is available upon request.

SELECTED PER-SHARE DATA AND RATIOS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Years ended December 31, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 141.24 $ 114.40 $ 89.05 $ 75.71 $ 56.22

Income from Investment Operations

Net investment income 1.64 C 1.65 C 1.80 C 1.04 .85

Net realized and unrealized gain (loss) 26.88 29.70 26.67 15.55 19.72

Total from investment operations 28.52 31.35 28.47 16.59 20.57

Less Distributions

From net investment income (1.40) (1.36) (1.03) (.91) (.95)

From net realized gain (.95) (3.15) (2.09) (2.34) (.11)

In excess of net realized gain - - - - (.02)

Total distributions (2.35) (4.51) (3.12) (3.25) (1.08)

Net asset value, end of period $ 167.41 $ 141.24 $ 114.40 $ 89.05 $ 75.71

TOTAL RETURN A, B 20.52% 28.31% 32.83% 22.71% 37.19%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 5,538,735 $ 3,772,068 $ 2,098,042 $ 823,243 $ 245,700

Ratio of expenses to average net assets .28% D .28% D .28% D .28% D .28% D

Ratio of net investment income to average 1.09% 1.33% 1.74% 2.26% 2.70%
net assets

Portfolio turnover rate 8% 4% 9% 14% 16%

</TABLE>

A TOTAL RETURNS DO NOT REFLECT CHARGES ATTRIBUTABLE TO YOUR INSURANCE
COMPANY'S SEPARATE ACCOUNT. INCLUSION OF THESE CHARGES WOULD REDUCE
THE TOTAL RETURNS SHOWN.

B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

D FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD
HAVE BEEN HIGHER.

ADDITIONAL INFORMATION ABOUT THE INDEX

S&P does not guarantee the accuracy and/or the completeness of the S&P
500 Index or any data included therein and S&P shall have no liability
for any errors, omissions, or interruptions therein. S&P makes no
warranty, express or implied, as to results to be obtained by
licensee, owners of the product, or any other person or entity from
the use of the S&P 500 Index or any data included therein. S&P makes
no express or implied warranties, and expressly disclaims all
warranties of merchantability or fitness for a particular purpose or
use with respect to the S&P 500 Index or any data included therein.
Without limiting any of the foregoing, in no event shall S&P have any
liability for any special, punitive, indirect, or consequential
damages (including lost profits), even if notified of the possibility
of such damages.

The product is not sponsored, endorsed, sold, or promoted by S&P. S&P
makes no representation or warranty, express or implied, to the owners
of the product or any member of the public regarding the advisability
of investing in securities generally or in the product particularly or
the ability of the S&P 500 Index to track general stock market
performance. S&P's only relationship to the licensee is the licensing
of certain trademarks and trade names of S&P and of the S&P 500 Index
which is determined, composed, and calculated by S&P without regard to
the licensee or the product. S&P has no obligation to take the needs
of the licensee or the owners of the product into consideration in
determining, composing, or calculating the S&P 500 Index. S&P is not
responsible for and has not participated in the determination of the
timing of, prices at, or quantities of the product to be issued or in
the determination or calculation of the equation by which the product
is to be converted into cash. S&P has no obligation or liability in
connection with the administration, marketing, or trading of the
product.

"Standard & Poor's," "S&P," "S&P 500," "Standard & Poor's 500," and
"500" are trademarks of The McGraw-Hill Companies, Inc. and have been
licensed for use by Fidelity Distributors Corporation.

For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity
at1-888-622-3175.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-5511

Fidelity and Fidelity Investments & (Pyramid) Design are registered
trademarks of FMR Corp.

The third party marks appearing above are the marks of their
respective owners.

The term "VIP" as used in this document refers to Fidelity Variable
Insurance Products.

1.700585.102 VI5I-pro- 0400

Like securities of all mutual funds, these securities
have not been approved or disapproved by the
Securities and Exchange Commission, and the
Securities and Exchange Commission has not
determined if this prospectus is accurate or
complete. Any representation to the contrary is a
criminal offense.

FIDELITY(REGISTERED TRADEMARK)
VARIABLE INSURANCE PRODUCTS

SERVICE CLASS 2

INDEX 500 PORTFOLIO

PROSPECTUS

APRIL 30, 2000

(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 3 INVESTMENT SUMMARY

3 PERFORMANCE

4 OPERATING EXPENSES

FUND BASICS 4 INVESTMENT DETAILS

5 VALUING SHARES

SHAREHOLDER INFORMATION 5 BUYING AND SELLING SHARES

5 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

5 TAX CONSEQUENCES

FUND SERVICES 6 FUND MANAGEMENT

6 FUND DISTRIBUTION

APPENDIX 6 ADDITIONAL INFORMATION ABOUT
THE INDEX

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

Bankers Trust Company (BT)'s principal investment strategies include:

(small solid bullet) Normally investing at least 80% of assets in
common stocks included in the S&P 500.

(small solid bullet) Using statistical sampling techniques based on
such factors as capitalization, industry exposures, dividend yield,
price/earnings ratio, price/book ratio, and earnings growth.

(small solid bullet) Lending securities to earn income for the fund.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

PERFORMANCE

The following information illustrates the changes in the fund's
performance from year to year, as represented by the performance of
Initial Class, and compares the performance of Initial Class of the
fund to the performance of a market index and an average of the
performance of similar funds over various periods of time. Returns for
Initial Class of the fund do not include the effect of any sales
charges or other expenses of any variable annuity or variable life
insurance product. Returns for Initial Class of the fund would be
lower if the effect of those sales charges and expenses were included.
Returns are based on past results and are not an indication of future
performance.

Performance history will be available for Service Class 2 after
Service Class 2 has been in operation for one calendar year.

YEAR-BY-YEAR RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP INDEX 500 - INITIAL CLASS

Calendar Years 1993 1994 1995 1996 1997 1998 1999

9.74% 1.04% 37.19% 22.71% 32.83% 28.31% 20.52%

</TABLE>

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR INITIAL CLASS OF VIP
INDEX 500 WAS 2.20%.

AVERAGE ANNUAL RETURNS

For the periods ended Past 1 year Past 5 years Life of classA
December 31, 1999

VIP Index 500 - Initial Class 20.52% 28.16% 21.07%

S&P 500 21.04% 28.56% 21.45%

Lipper Variable Annuity S&P 20.48% 28.07% n/a
500 Index Objective Funds
Average

A FROM AUGUST 27, 1992.

If Fidelity Management & Research Company (FMR) had not reimbursed
certain class expenses during these periods, the fund's Initial Class
returns would have been lower.

S&P 500 is a market capitalization-weighted index of common stocks.

The Lipper Funds Average reflects the performance (excluding sales
charges) of mutual funds with similar objectives.

OPERATING EXPENSES

Service Class 2

Management fee 0.24%

Distribution and Service 0.25%
(12b-1) fee

Other expenses 0.11%

Total annual class operating 0.60%
expensesA

A EFFECTIVE JANUARY 12, 2000, FMR HAS VOLUNTARILY AGREED TO REIMBURSE
SERVICE CLASS 2 OF THE FUND TO THE EXTENT THAT TOTAL OPERATING
EXPENSES (EXCLUDING INTEREST, TAXES, SECURITIES LENDING COSTS,
BROKERAGE COMMISSIONS AND EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF
ITS AVERAGE NET ASSETS, EXCEED 0.53%. THIS ARRANGEMENT CAN BE
DISCONTINUED BY FMR AT ANY TIME.

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

VIP INDEX 500 PORTFOLIO seeks investment results that correspond to
the total return of common stocks publicly traded in the United
States, as represented by the S&P 500.

PRINCIPAL INVESTMENT STRATEGIES

BT normally invests at least 80% of the fund's assets in common stocks
included in the S&P 500. The S&P 500 is a widely recognized, unmanaged
index of common stock prices.

BT may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

PRINCIPAL INVESTMENT RISKS

The following factors can significantly affect the fund's performance:

FUNDAMENTAL INVESTMENT POLICIES

The policy discussed below is fundamental, that is, subject to change
only by shareholder approval.

VIP INDEX 500 PORTFOLIO seeks investment results that correspond to
the total return of common stocks publicly traded in the United
States, as represented by the S&P 500.

VALUING SHARES

The fund is open for business each day the New York Stock Exchange
(NYSE) is open.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

Only separate accounts of insurance companies that have signed the
appropriate agreements with the fund can buy or sell shares of the
fund.

The price to buy one share of Service Class 2 is the class's NAV.
Service Class 2 shares are sold without a sales charge.

Shares will be bought at the next NAV calculated after an order is
received in proper form.

The price to sell one share of Service Class 2 is the class's NAV.

Shares will be sold at the next NAV calculated after an order is
received in proper form.

Redemptions may be suspended or payment dates postponed when the NYSE
is closed (other than weekends or holidays), when trading on the NYSE
is restricted, or as permitted by the SEC.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The fund normally pays dividends and capital gain distributions at
least annually, in February.

Dividends and capital gain distributions will be automatically
reinvested in additional Service Class 2 shares of the fund.

TAX CONSEQUENCES

Insurance company separate accounts generally do not pay tax on
dividends or capital gain distributions from the fund.

FUND SERVICES

FUND MANAGEMENT

VIP Index 500 is a mutual fund, an investment that pools shareholders'
money and invests it toward a specified goal.

FMR is the fund's manager.

As of March 25, 1999, FMR had approximately $521.7 billion in
discretionary assets under management.

As the manager, FMR is responsible for handling the fund's business
affairs.

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

As of December 31, 1999, BT had approximately $247.97 billion in
discretionary assets under management.

BT's principal offices are at 130 Liberty Street, New York, New York
10006.

The fund pays a management fee to FMR. The management fee is
calculated and paid to FMR every month.

The fund's annual management fee rate is 0.24% of its average net
assets.

FMR will pay FMRC for providing sub-advisory services.

FMR pays BT for providing investment management and custodial
services.

As of February 29, 2000, approximately 26.13% of the fund's total
outstanding shares were held by FMR affiliates.

FUND DISTRIBUTION

The fund is composed of multiple classes of shares. All classes of the
fund have a common investment objective and investment portfolio.

Fidelity Distributors Corporation (FDC) distributes Service Class 2's
shares.

FDC may reallow to intermediaries (such as insurance companies,
broker-dealers and other service-providers), including its affiliates,
up to the full amount of the Service Class 2 12b-1 fee, for providing
services intended to result in the sale of Service Class 2 shares
and/or support services that benefit variable product owners.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

APPENDIX

ADDITIONAL INFORMATION ABOUT THE INDEX

"Standard & Poor's," "S&P," "S&P 500," "Standard & Poor's 500," and
"500" are trademarks of The McGraw-Hill Companies, Inc. and have been
licensed for use by Fidelity Distributors Corporation.

For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-888-622-3175.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-5511

Fidelity and Fidelity Investments & (Pyramid) Design are registered
trademarks of FMR Corp.

The third party marks appearing above are the marks of their
respective owners.

The term "VIP" as used in this document refers to Fidelity Variable
Insurance Products.

1.739204.100 VI52-pro- 0400

Like securities of all mutual funds, these securities
have not been approved or disapproved by the
Securities and Exchange Commission, and the
Securities and Exchange Commission has not
determined if this prospectus is accurate or
complete. Any representation to the contrary is a
criminal offense.

FIDELITY(REGISTERED TRADEMARK)
VARIABLE INSURANCE PRODUCTS
INITIAL CLASS

INVESTMENT GRADE BOND PORTFOLIO

PROSPECTUS
APRIL 30, 2000

(FIDELITY_LOGO_GRAPHIC)(REGISTERED TRADEMARK)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 2 INVESTMENT SUMMARY

2 PERFORMANCE

3 OPERATING EXPENSES

FUND BASICS 3 INVESTMENT DETAILS

4 VALUING SHARES

SHAREHOLDER INFORMATION 4 BUYING AND SELLING SHARES

5 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

5 TAX CONSEQUENCES

FUND SERVICES 5 FUND MANAGEMENT

5 FUND DISTRIBUTION

APPENDIX 6 FINANCIAL HIGHLIGHTS

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

VIP INVESTMENT GRADE BOND PORTFOLIO seeks as high a level of current
income as is consistent with the preservation of capital.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Normally investing in U.S. dollar-denominated
investment-grade bonds (those of medium and high quality).

(small solid bullet) Managing the fund to have similar overall
interest rate risk to the Lehman Brothers Aggregate Bond Index.

(small solid bullet) Allocating assets across different market sectors
and maturities.

(small solid bullet) Analyzing a security's structural features and
current pricing, trading opportunities, and the credit quality of its
issuer to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, market or
economic developments in those countries.

(small solid bullet) PREPAYMENT. The ability of an issuer of a debt
security to repay principal prior to a security's maturity can cause
greater price volatility if interest rates change.

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

PERFORMANCE

The following information illustrates the changes in the fund's
performance from year to year and compares Initial Class's performance
to the performance of a market index and an average of the performance
of similar funds over various periods of time. Returns for Initial
Class of the fund do not include the effect of any sales charges or
other expenses of any variable annuity or variable life insurance
product. Returns for Initial Class of the fund would be lower if the
effect of those sales charges and expenses were included. Returns are
based on past results and are not an indication of future performance.

YEAR-BY-YEAR RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP INVESTMENT GRADE BOND -
INITIAL CLASS

Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

6.21% 16.38% 6.65% 10.96% -3.76% 17.32% 3.19% 9.06% 8.85% -1.05%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: 6.21
Row: 2, Col: 1, Value: 16.38
Row: 3, Col: 1, Value: 6.65
Row: 4, Col: 1, Value: 10.96
Row: 5, Col: 1, Value: -3.76
Row: 6, Col: 1, Value: 17.32
Row: 7, Col: 1, Value: 3.19
Row: 8, Col: 1, Value: 9.060000000000001
Row: 9, Col: 1, Value: 8.850000000000001
Row: 10, Col: 1, Value: -1.05

DURING THE PERIODS SHOWN IN THE CHART FOR INITIAL CLASS OF VIP
INVESTMENT GRADE BOND, THE HIGHEST RETURN FOR A QUARTER WAS 6.23%
(QUARTER ENDED JUNE 30, 1995) AND THE LOWEST RETURN FOR A QUARTER WAS
- -2.80% (QUARTER ENDED MARCH 31, 1994).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR INITIAL CLASS OF VIP
INVESTMENT GRADE BOND WAS 2.12%.

AVERAGE ANNUAL RETURNS

For the periods ended Past 1 year Past 5 years Past 10 years
December 31, 1999

VIP Investment Grade Bond - -1.05% 7.30% 7.19%
Initial Class

Lehman Brothers Aggregate -0.82% 7.73% 7.70%
Bond Index

Lipper Variable Annuity -0.60% 7.08% 7.08%
Intermediate Investment
Grade Debt Funds Average

If FMR had not reimbursed certain class expenses during these periods,
the fund's Initial Class returns would have been lower.

The Lipper Funds Average reflects the performance (excluding sales
charges) of mutual funds with similar objectives.

OPERATING EXPENSES

The annual class operating expenses provided below for Initial Class
of the fund are based on historical expenses. The annual class
operating expenses do not take into account any fees or other expenses
of any variable annuity or variable life insurance product.

Initial Class

Management fee 0.43%

Distribution and Service None
(12b-1) fee

Other expenses 0.11%

Total annual class operating 0.54%
expensesA

A EFFECTIVE DECEMBER 5, 1988, FMR HAS VOLUNTARILY AGREED TO REIMBURSE
INITIAL CLASS OF THE FUND TO THE EXTENT THAT TOTAL OPERATING EXPENSES
(EXCLUDING INTEREST, TAXES, CERTAIN SECURITIES LENDING COSTS,
BROKERAGE COMMISSIONS, AND EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF
ITS AVERAGE NET ASSETS, EXCEED 0.80%. THIS ARRANGEMENT CAN BE
DISCONTINUED BY FMR AT ANY TIME.

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

VIP INVESTMENT GRADE BOND PORTFOLIO seeks as high a level of current
income as is consistent with the preservation of capital.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets in U.S. dollar-denominated
investment-grade bonds (those of medium and high quality).

FMR uses the Lehman Brothers Aggregate Bond Index as a guide in
structuring the fund and selecting its investments. FMR manages the
fund to have similar overall interest rate risk to the index. As of
December 31, 1999, the dollar-weighted average maturity of the fund
and the index was approximately 8.8 and 8.9 years, respectively. In
determining a security's maturity for purposes of calculating the
fund's average maturity, an estimate of the average time for its
principal to be paid may be used. This can be substantially shorter
than its stated maturity.

FMR allocates the fund's assets among different market sectors (for
example, corporate or government securities) and different maturities
based on its view of the relative value of each sector or maturity.

In buying and selling securities for the fund, FMR analyzes a
security's structural features and current price compared to its
estimated long-term value, any short-term trading opportunities
resulting from market inefficiencies, and the credit quality of its
issuer.

To earn additional income for the fund, FMR may use a trading strategy
that involves selling mortgage securities and simultaneously agreeing
to purchase similar securities on a later date at a set price. This
trading strategy may result in an increased portfolio turnover rate
which increases transaction costs and may increase taxable gains.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

PRINCIPAL INVESTMENT RISKS

Many factors affect the fund's performance. The fund's yield and share
price change daily based on changes in interest rates and market
conditions and in response to other economic, political, or financial
developments. The fund's reaction to these developments will be
affected by the types and maturities of securities in which the fund
invests, the financial condition, industry and economic sector, and
geographic location of an issuer, and the fund's level of investment
in the securities of that issuer. When a shareholder sells shares of
the fund, they could be worth more or less than what the shareholder
paid for them.

The following factors can significantly affect the fund's performance:

FOREIGN EXPOSURE. Foreign securities and securities issued by U.S.
entities with substantial foreign operations can involve additional
risks relating to political, economic, or regulatory conditions in
foreign countries. All of these factors can make foreign investments
more volatile than U.S. investments.

FUNDAMENTAL INVESTMENT POLICIES

The policy discussed below is fundamental, that is, subject to change
only by shareholder approval.

VIP INVESTMENT GRADE BOND PORTFOLIO seeks as high a level of current
income as is consistent with the preservation of capital.

VALUING SHARES

The fund is open for business each day the New York Stock Exchange
(NYSE) is open.

The fund's assets are valued primarily on the basis of information
furnished by a pricing service or market quotations. Certain
short-term securities are valued on the basis of amortized cost. If
market quotations or information furnished by a pricing service is not
readily available for a security or if a security's value has been
materially affected by events occurring after the close of the
exchange or market on which the security is principally traded (for
example, a foreign exchange or market), that security may be valued by
another method that the Board of Trustees believes accurately reflects
fair value. A security's valuation may differ depending on the method
used for determining value.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

Only separate accounts of insurance companies that have signed the
appropriate agreements with the fund can buy or sell shares of the
fund.

The price to buy one share of Initial Class is the class's NAV.
Initial Class shares are sold without a sales charge.

Shares will be bought at the next NAV calculated after an order is
received in proper form.

The price to sell one share of Initial Class is the class's NAV.

Shares will be sold at the next NAV calculated after an order is
received in proper form.

Redemptions may be suspended or payment dates postponed when the NYSE
is closed (other than weekends or holidays), when trading on the NYSE
is restricted, or as permitted by the SEC.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The fund earns interest, dividends, and other income from its
investments, and distributes this income (less expenses) to
shareholders as dividends. The fund also realizes capital gains from
its investments, and distributes these gains (less any losses) to
shareholders as capital gain distributions.

The fund normally pays dividends and capital gain distributions at
least annually, in February.

Dividends and capital gain distributions will be automatically
reinvested in additional Initial Class shares of the fund.

TAX CONSEQUENCES

Insurance company separate accounts generally do not pay tax on
dividends or capital gain distributions from the fund.

FUND SERVICES

FUND MANAGEMENT

VIP Investment Grade Bond is a mutual fund, an investment that pools
shareholders' money and invests it toward a specified goal.

FMR is the fund's manager.

As of March 25, 1999, FMR had approximately $521.7 billion in
discretionary assets under management.

As the manager, FMR is responsible for choosing the fund's investments
and handling its business affairs.

Fidelity Investments Money Management, Inc. (FIMM), in Merrimack, New
Hampshire, serves as sub-adviser for the fund. FIMM is primarily
responsible for choosing investments for the fund.

FIMM is an affiliate of FMR. As of March 29, 1999, FIMM had
approximately $159.8 billion in discretionary assets under management.

Kevin Grant is vice president and manager of VIP Investment Grade
Bond, which he has managed since February 1997. He also manages
several other Fidelity funds. Mr. Grant joined Fidelity in 1993 as a
portfolio manager.

The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.37%, and it
drops as total assets under management increase.

For December 1999, the group fee rate was 0.1267%. The individual fund
fee rate is 0.30%.

The total management fee for the fiscal year ended December 31, 1999,
was 0.43% of the fund's average net assets.

FMR pays FIMM for providing sub-advisory services.

As of February 29, 2000, approximately 30.81% of the fund's total
outstanding shares were held by FMR affiliates.

FUND DISTRIBUTION

The fund is composed of multiple classes of shares. All classes of the
fund have a common investment objective and investment portfolio.

Fidelity Distributors Corporation (FDC) distributes Initial Class's
shares.

Initial Class has adopted a Distribution and Service Plan pursuant to
Rule 12b-1 under the Investment Company Act of 1940 that recognizes
that FMR may use its management fee revenues, as well as its past
profits or its resources from any other source, to pay FDC for
expenses incurred in connection with providing services intended to
result in the sale of Initial Class shares and/or support services
that benefit variable product owners. FMR, directly or through FDC,
may pay significant amounts to intermediaries, such as insurance
companies, broker-dealers and other service-providers, that provide
those services. Currently, the Board of Trustees has authorized such
payments for Initial Class.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

APPENDIX

FINANCIAL HIGHLIGHTS

SELECTED PER-SHARE DATA AND RATIOS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Years ended December 31, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of $ 12.960 $ 12.560 $ 12.240 $ 12.480 $ 11.020
period

Income from Investment
Operations

Net investment income .743 B .725 B .759 B .670 .320

Net realized and unrealized (.873) .335 .291 (.290) 1.530
gain (loss)

Total from investment (.130) 1.060 1.050 .380 1.850
operations

Less Distributions

From net investment income (.510) (.590) (.730) (.620) (.390)

From net realized gain (.160) (.070) - - -

Total distributions (.670) (.660) (.730) (.620) (.390)

Net asset value, end of period $ 12.160 $ 12.960 $ 12.560 $ 12.240 $ 12.480

TOTAL RETURN A (1.05)% 8.85% 9.06% 3.19% 17.32%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period $ 658,852 $ 674,813 $ 324,525 $ 228,594 $ 181,546
(000 omitted)

Ratio of expenses to average .54% .57% .58% .58% .59%
net assets

Ratio of net investment 6.07% 5.85% 6.34% 6.49% 6.53%
income to average net assets

Portfolio turnover rate 87% 239% 191% 81% 182%

</TABLE>

A TOTAL RETURNS DO NOT REFLECT CHARGES ATTRIBUTABLE TO YOUR INSURANCE
COMPANY'S SEPARATE ACCOUNT. INCLUSION OF THESE CHARGES WOULD REDUCE
THE TOTAL RETURNS SHOWN.

B NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-888-622-3175.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-5511.

Fidelity and Fidelity Investments & (Pyramid) Design are registered
trademarks of FMR Corp.

The term "VIP" as used in this document refers to Fidelity Variable
Insurance Products.

1.478076.102 VIGI-pro-0400

Like securities of all mutual funds, these securities
have not been approved or disapproved by the
Securities and Exchange Commission, and the
Securities and Exchange Commission has not
determined if this prospectus is accurate or
complete. Any representation to the contrary is a
criminal offense.

FIDELITY(REGISTERED TRADEMARK)

VARIABLE INSURANCE PRODUCTS

SERVICE CLASS 2

INVESTMENT GRADE BOND PORTFOLIO

PROSPECTUS

APRIL 30, 2000

(FIDELITY_LOGO_GRAPHIC)(registered trademark)
82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 2 INVESTMENT SUMMARY

2 PERFORMANCE

4 OPERATING EXPENSES

FUND BASICS 4 INVESTMENT DETAILS

5 VALUING SHARES

SHAREHOLDER INFORMATION 5 BUYING AND SELLING SHARES

6 DIVIDENDS AND CAPITAL GAIN
DISTRIBUTIONS

6 TAX CONSEQUENCES

FUND SERVICES 6 FUND MANAGEMENT

6 FUND DISTRIBUTION

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

VIP INVESTMENT GRADE BOND PORTFOLIO seeks as high a level of current
income as is consistent with the preservation of capital.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Normally investing in U.S. dollar-denominated
investment-grade bonds (those of medium and high quality).

(small solid bullet) Managing the fund to have similar overall
interest rate risk to the Lehman Brothers Aggregate Bond Index.

(small solid bullet) Allocating assets across different market sectors
and maturities.

(small solid bullet) Analyzing a security's structural features and
current pricing, trading opportunities, and the credit quality of its
issuer to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, market or
economic developments in those countries.

(small solid bullet) PREPAYMENT. The ability of an issuer of a debt
security to repay principal prior to a security's maturity can cause
greater price volatility if interest rates change.

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

PERFORMANCE

The following information illustrates the fund's performance from year
to year, as represented by the performance of Initial Class, and
compares the performance of Initial Class of the fund to the
performance of a market index and an average of the performance of
similar funds over various periods of time. Returns for Initial Class
of the fund do not include the effect of any sales charges or other
expenses of any variable annuity or variable life insurance product.
Returns for Initial Class of the fund would be lower if the effect of
those sales charges and expenses were included. Returns are based on
past results and are not an indication of future performance.

Performance history will be available for Service Class 2 after
Service Class 2 has been in operation for one calendar year.

YEAR-BY-YEAR RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP INVESTMENT GRADE BOND -
INITIAL CLASS

Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

6.21% 16.38% 6.65% 10.96% -3.76% 17.32% 3.19% 9.06% 8.85% -1.05%

</TABLE>

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR INITIAL CLASS OF VIP
INVESTMENT GRADE BOND WAS 2.12%.

AVERAGE ANNUAL RETURNS

For the periods ended Past 1 year Past 5 years Past 10 years
December 31, 1999

VIP Investment Grade Bond - -1.05% 7.30% 7.19%
Initial Class

Lehman Brothers Aggregate -0.82% 7.73% 7.70%
Bond Index

Lipper Variable Annuity -0.60% 7.08% 7.08%
Intermediate Investment
Grade Debt Funds Average

If FMR had not reimbursed certain class expenses during these periods,
the fund's Initial Class returns would have been lower.

The Lipper Funds Average reflects the performance (excluding sales
charges) of mutual funds with similar objectives.

OPERATING EXPENSES

Service Class 2

Management fee 0.43%

Distribution and Service 0.25%
(12b-1) fee

Other expenses 0.14%

Total annual class operating 0.82%
expensesA

A EFFECTIVE JANUARY 12, 2000, FMR HAS VOLUNTARILY AGREED TO REIMBURSE
SERVICE CLASS 2 OF THE FUND TO THE EXTENT THAT TOTAL OPERATING
EXPENSES (EXCLUDING INTEREST, TAXES, CERTAIN SECURITIES LENDING COSTS,
BROKERAGE COMMISSIONS, AND EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF
ITS AVERAGE NET ASSETS, EXCEED 1.05%. THIS ARRANGEMENT CAN BE
DISCONTINUED BY FMR AT ANY TIME.

FUND BASICS

INVESTMENT DETAILS

INVESTMENT OBJECTIVE

VIP INVESTMENT GRADE BOND PORTFOLIO seeks as high a level of current
income as is consistent with the preservation of capital.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets in U.S. dollar-denominated
investment-grade bonds (those of medium and high quality).

DESCRIPTION OF PRINCIPAL SECURITY TYPES

PRINCIPAL INVESTMENT RISKS

The following factors can significantly affect the fund's performance:

FUNDAMENTAL INVESTMENT POLICIES

The policy discussed below is fundamental, that is, subject to change
only by shareholder approval.

VIP INVESTMENT GRADE BOND PORTFOLIO seeks as high a level of current
income as is consistent with the preservation of capital.

VALUING SHARES

The fund is open for business each day the New York Stock Exchange
(NYSE) is open.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

Only separate accounts of insurance companies that have signed the
appropriate agreements with the fund can buy or sell shares of the
fund.

The price to buy one share of Service Class 2 is the class's NAV.
Service Class 2 shares are sold without a sales charge.

Shares will be bought at the next NAV calculated after an order is
received in proper form.

The price to sell one share of Service Class 2 is the class's NAV.

Shares will be sold at the next NAV calculated after an order is
received in proper form.

Redemptions may be suspended or payment dates postponed when the NYSE
is closed (other than weekends or holidays), when trading on the NYSE
is restricted, or as permitted by the SEC.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

The fund normally pays dividends and capital gain distributions at
least annually, in February.

Dividends and capital gain distributions will be automatically
reinvested in additional Service Class 2 shares of the fund.

TAX CONSEQUENCES

Insurance company separate accounts generally do not pay tax on
dividends or capital gain distributions from the fund.

FUND SERVICES

FUND MANAGEMENT

VIP Investment Grade Bond is a mutual fund, an investment that pools
shareholders' money and invests it toward a specified goal.

FMR is the fund's manager.

As of March 25, 1999, FMR had approximately $521.7 billion in
discretionary assets under management.

As the manager, FMR is responsible for choosing the fund's investments
and handling its business affairs.

Fidelity Investments Money Management, Inc. (FIMM), in Merrimack, New
Hampshire, serves as sub-adviser for the fund. FIMM is primarily
responsible for choosing investments for the fund.

FIMM is an affiliate of FMR. As of March 29, 1999, FIMM had
approximately $159.8 billion in discretionary assets under management.

The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.37%, and it
drops as total assets under management increase.

For December 31, 1999, the group fee rate was 0.1267%. The individual
fund fee rate is 0.30%.

The total management fee for the fiscal year ended December 31, 1999,
was 0.43% of the fund's average net assets.

FMR pays FIMM for providing sub-advisory services.

As of February 29, 2000, approximately 30.81% of the fund's total
outstanding shares were held by FMR affiliates.

FUND DISTRIBUTION

The fund is composed of multiple classes of shares. All classes of the
fund have a common investment objective and investment portfolio.

Fidelity Distributors Corporation (FDC) distributes Service Class 2's
shares.

FDC may reallow to intermediaries (such as insurance companies,
broker-dealers and other service-providers), including its affiliates,
up to the full amount of the Service Class 2 12b-1 fee, for providing
services intended to result in the sale of Service Class 2 shares
and/or support services that benefit variable product owners.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

For a free copy of any of these documents or to request other
information or ask questions about the fund, call Fidelity at
1-888-622-3175.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBER, 811-5511.

Fidelity and Fidelity Investments & (Pyramid) Design are registered
trademarks of FMR Corp.

The term "VIP" as used in this document refers to Fidelity Variable
Insurance Products.

1.739203.100 VIG2-pro-0400

EACH FUND OFFERS ITS SHARES ONLY TO SEPARATE ACCOUNTS OF INSURANCE
COMPANIES THAT OFFER VARIABLE ANNUITY AND VARIABLE LIFE INSURANCE
PRODUCTS. A FUND MAY NOT BE AVAILABLE IN YOUR STATE DUE TO VARIOUS
INSURANCE REGULATIONS. PLEASE CHECK WITH YOUR INSURANCE COMPANY FOR
AVAILABILITY. IF A FUND IN THIS PROSPECTUS IS NOT AVAILABLE IN YOUR
STATE, THIS PROSPECTUS IS NOT TO BE CONSIDERED A SOLICITATION WITH
RESPECT TO THAT FUND. PLEASE READ THIS PROSPECTUS TOGETHER WITH YOUR
VARIABLE ANNUITY OR VARIABLE LIFE INSURANCE PRODUCT PROSPECTUS.

Like securities of all mutual funds, these securities
have not been approved or disapproved by the
Securities and Exchange Commission, and the
Securities and Exchange Commission has not
determined if this prospectus is accurate or complete.
Any representation to the contrary is a criminal
offense.

FIDELITY(REGISTERED TRADEMARK)
VARIABLE INSURANCE PRODUCTS
INITIAL CLASS

GROWTH AND GROWTH & INCOME FUNDS:
INDEX 500 PORTFOLIO
GROWTH OPPORTUNITIES PORTFOLIO
CONTRAFUND(registered trademark) PORTFOLIO
GROWTH PORTFOLIO
OVERSEAS PORTFOLIO
BALANCED PORTFOLIO
EQUITY-INCOME PORTFOLIO
GROWTH & INCOME PORTFOLIO
ASSET ALLOCATION FUNDS:
ASSET MANAGER PORTFOLIO SM
ASSET MANAGER: GROWTH PORTFOLIO SM
INCOME FUNDS:
INVESTMENT GRADE BOND PORTFOLIO
HIGH INCOME PORTFOLIO
MONEY MARKET FUND:
MONEY MARKET PORTFOLIO

PROSPECTUS

APRIL 30, 2000

(FIDELITY_LOGO_GRAPHIC)(REGISTERED TRADEMARK)

82 DEVONSHIRE STREET, BOSTON, MA 02109

CONTENTS

FUND SUMMARY 3 INVESTMENT SUMMARY

7 PERFORMANCE

16 OPERATING EXPENSES

FUND BASICS 19 INVESTMENT DETAILS

25 VALUING SHARES

SHAREHOLDER INFORMATION 25 BUYING AND SELLING SHARES

26 DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

26 TAX CONSEQUENCES

FUND SERVICES 26 FUND MANAGEMENT

28 FUND DISTRIBUTION

APPENDIX 28 FINANCIAL HIGHLIGHTS

42 ADDITIONAL INFORMATION ABOUT THE STANDARD &
POOR'S 500SM INDEX

FUND SUMMARY

INVESTMENT SUMMARY

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

Bankers Trust Company (BT)'s principal investment strategies include:

(small solid bullet) Normally investing at least 80% of assets in
common stocks included in the S&P 500.

(small solid bullet) Using statistical sampling techniques based on
such factors as capitalization, industry exposures, dividend yield,
price/earnings ratio, price/book ratio, and earnings growth.

(small solid bullet) Lending securities to earn income for the fund.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

An investment in the fund is not a deposit of a bank and is not
insured or guaranteed by the Federal Deposit Insurance Corporation or
any other government agency.

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

INVESTMENT OBJECTIVE

VIP GROWTH OPPORTUNITIES PORTFOLIO seeks to provide capital growth.

PRINCIPAL INVESTMENT STRATEGIES

Fidelity Management & Research Company (FMR)'s principal investment
strategies include:

(small solid bullet) Normally investing primarily in common stocks.

(small solid bullet) Potentially investing in other types of
securities, including bonds which may be lower-quality debt
securities.

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Investing in either "growth" stocks or "value"
stocks or both.

(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

INVESTMENT OBJECTIVE

VIP CONTRAFUND PORTFOLIO seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Normally investing primarily in common stocks.

(small solid bullet) Investing in securities of companies whose value
it believes is not fully recognized by the public.

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Investing in either "growth" stocks or "value"
stocks or both.

(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

INVESTMENT OBJECTIVE

VIP GROWTH PORTFOLIO seeks to achieve capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Normally investing primarily in common stocks.

(small solid bullet) Investing in companies that it believes have
above-average growth potential (stocks of these companies are often
called "growth" stocks).

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) "GROWTH" INVESTING. "Growth" stocks can perform
differently from the market as a whole and other types of stocks and
can be more volatile than other types of stocks.

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

INVESTMENT OBJECTIVE

VIP OVERSEAS PORTFOLIO seeks long-term growth of capital.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Normally investing at least 65% of total assets
in foreign securities.

(small solid bullet) Normally investing primarily in common stocks.

(small solid bullet) Allocating investments across countries and
regions considering the size of the market in each country and region
relative to the size of the international market as a whole.

(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) FOREIGN EXPOSURE. Foreign markets, particularly
emerging markets, can be more volatile than the U.S. market due to
increased risks of adverse issuer, political, regulatory, market or
economic developments and can perform differently from the U.S.
market.

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

INVESTMENT OBJECTIVE

VIP BALANCED PORTFOLIO seeks both income and growth of capital.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Investing approximately 60% of assets in stocks
and other equity securities and the remainder in bonds and other debt
securities, including lower-quality debt securities, when its outlook
is neutral.

(small solid bullet) Investing at least 25% of total assets in
fixed-income senior securities (including debt securities and
preferred stock).

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) With respect to equity investments, emphasizing
above-average income-producing equity securities, which tends to lead
to investments in stocks that have more "value" characteristics than
"growth" characteristics.

(small solid bullet) Analyzing an issuer using fundamental factors and
evaluating each security's current price relative to estimated
long-term value to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) PREPAYMENT. The ability of an issuer of a debt
security to repay principal prior to a security's maturity can cause
greater price volatility if interest rates change.

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

INVESTMENT OBJECTIVE

VIP EQUITY-INCOME PORTFOLIO seeks reasonable income. The fund will
also consider the potential for capital appreciation. The fund's goal
is to achieve a yield which exceeds the composite yield on the
securities comprising the S&P 500.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Normally investing at least 65% of total assets
in income-producing equity securities, which tends to lead to
investments in large cap "value" stocks.

(small solid bullet) Potentially investing in other types of equity
securities and debt securities, including lower-quality debt
securities.

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) "VALUE" INVESTING. "Value" stocks can perform
differently from the market as a whole and other types of stocks and
can continue to be undervalued by the market for long periods of time.

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

INVESTMENT OBJECTIVE

VIP GROWTH & INCOME PORTFOLIO seeks high total return through a
combination of current income and capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Normally investing a majority of assets in common
stocks with a focus on those that pay current dividends and show
potential for capital appreciation.

(small solid bullet) Potentially investing in bonds, including
lower-quality debt securities, as well as stocks that are not
currently paying dividends, but offer prospects for future income or
capital appreciation.

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Investing in either "growth" stocks or "value"
stocks or both.
(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

INVESTMENT OBJECTIVE

VIP ASSET MANAGER PORTFOLIO seeks to obtain high total return with
reduced risk over the long term by allocating its assets among stocks,
bonds, and short-term instruments.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Allocating the fund's assets among stocks, bonds,
and short-term and money market instruments.

(small solid bullet) Maintaining a neutral mix over time of 50% of
assets in stocks, 40% of assets in bonds, and 10% of assets in
short-term and money market instruments.

(small solid bullet) Adjusting allocation among asset classes
gradually within the following ranges: stock class (30%-70%), bond
class (20%-60%), and short-term/money market class (0%-50%).

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Analyzing an issuer using fundamental and/or
quantitative factors and evaluating each security's current price
relative to estimated long-term value to select investments.

PRINCIPAL INVESTMENT RISKS

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.
(small solid bullet) FOREIGN EXPOSURE. Foreign markets can be more
volatile than the U.S. market due to increased risks of adverse
issuer, political, regulatory, market or economic developments and can
perform differently from the U.S. market.

(small solid bullet) PREPAYMENT. The ability of an issuer of a debt
security to repay principal prior to a security's maturity can cause
greater price volatility if interest rates change.

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

INVESTMENT OBJECTIVE

VIP ASSET MANAGER: GROWTH PORTFOLIO seeks to maximize total return by
allocating its assets among stocks, bonds, short-term instruments, and
other investments.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Allocating the fund's assets among stocks, bonds,
and short-term and money market instruments.

(small solid bullet) Maintaining a neutral mix over time of 70% of
assets in stocks, 25% of assets in bonds, and 5% of assets in
short-term and money market instruments.

(small solid bullet) Adjusting allocation among asset classes
gradually within the following ranges: stock class (50%-100%), bond
class (0%-50%), and short-term/money market class (0%-50%).
(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Analyzing an issuer using fundamental and/or
quantitative factors and evaluating each security's current price
relative to estimated long-term value to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) PREPAYMENT. The ability of an issuer of a debt
security to repay principal prior to a security's maturity can cause
greater price volatility if interest rates change.

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

INVESTMENT OBJECTIVE

VIP INVESTMENT GRADE BOND PORTFOLIO seeks as high a level of current
income as is consistent with the preservation of capital.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Normally investing in U.S. dollar-denominated
investment-grade bonds (those of medium and high quality).

(small solid bullet) Managing the fund to have similar overall
interest rate risk to the Lehman Brothers Aggregate Bond Index.

(small solid bullet) Allocating assets across different market sectors
and maturities.

(small solid bullet) Analyzing a security's structural features and
current pricing, trading opportunities, and the credit quality of its
issuer to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, market or
economic developments in those countries.

(small solid bullet) PREPAYMENT. The ability of an issuer of a debt
security to repay principal prior to a security's maturity can cause
greater price volatility if interest rates change.

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

INVESTMENT OBJECTIVE

VIP HIGH INCOME PORTFOLIO seeks a high level of current income while
also considering growth of capital.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Normally investing at least 65% of total assets
in income-producing debt securities, preferred stocks and convertible
securities, with an emphasis on lower-quality debt securities.

(small solid bullet) Potentially investing in non-income producing
securities, including defaulted securities and common stocks.

(small solid bullet) Investing in companies in troubled or uncertain
financial condition.

(small solid bullet) Investing in domestic and foreign issuers.

(small solid bullet) Using fundamental analysis of each issuer's
financial condition and industry position and market and economic
conditions to select investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a debt security to decrease.

When a shareholder sells shares of the fund, they could be worth more
or less than what the shareholder paid for them.

INVESTMENT OBJECTIVE

VIP MONEY MARKET PORTFOLIO seeks as high a level of current income as
is consistent with preservation of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

FMR's principal investment strategies include:

(small solid bullet) Investing in U.S. dollar-denominated money market
securities and repurchase agreements, and entering into reverse
repurchase agreements.

(small solid bullet) Investing more than 25% of total assets in the
financial services industry.

(small solid bullet) Investing in compliance with industry-standard
requirements for money market funds for the quality, maturity and
diversification of investments.

PRINCIPAL INVESTMENT RISKS

The fund is subject to the following principal investment risks:

(small solid bullet) INTEREST RATE CHANGES. Interest rate increases
can cause the price of a money market security to decrease.

(small solid bullet) FOREIGN EXPOSURE. Entities located in foreign
countries can be affected by adverse political, regulatory, market or
economic developments in those countries.

(small solid bullet) FINANCIAL SERVICES EXPOSURE. Changes in
government regulation and interest rates and economic downturns can
have a significant negative effect on issuers in the financial
services sector.

(small solid bullet) ISSUER-SPECIFIC CHANGES. A decline in the credit
quality of an issuer or the provider of credit support or a
maturity-shortening structure for a security can cause the price of a
money market security to decrease.

An investment in the fund is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. Although
the fund seeks to preserve the value of a shareholder's investment at
$1.00 per share, it is possible to lose money by investing in the
fund.

PERFORMANCE

The following information illustrates the changes in each fund's
performance from year to year, compares the performance of Initial
Class of each fund (other than VIP Money Market) to the performance of
a market index over various periods of time, and compares the
performance of Initial Class of each fund (other than VIP Money
Market, VIP Asset Manager and VIP Asset Manager: Growth) to an average
of the performance of similar funds over various periods of time.
Initial Class of VIP Balanced, VIP Asset Manager, and VIP Asset
Manager: Growth also compares its performance to the performance of a
combination of market indexes over various periods of time. Returns
for Initial Class of each fund do not include the effect of any sales
charges or other expenses of any variable annuity or variable life
insurance product. Returns for Initial Class of each fund would be
lower if the effect of those sales charges and expenses were included.
Returns are based on past results and are not an indication of future
performance.

YEAR-BY-YEAR RETURNS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP INDEX 500 - INITIAL CLASS

Calendar Years 1993 1994 1995 1996 1997 1998 1999

9.74% 1.04% 37.19% 22.71% 32.83% 28.31% 20.52%

</TABLE>

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR INITIAL CLASS OF VIP
INDEX 500 WAS 2.20%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP GROWTH OPPORTUNITIES - INITIAL CLASS

Calendar Years 1996 1997 1998 1999

18.27% 29.95% 24.61% 4.27%

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR INITIAL CLASS OF VIP GROWTH
OPPORTUNITIES, THE HIGHEST RETURN FOR A QUARTER WAS 20.74% (QUARTER
ENDED DECEMBER 31, 1998) AND THE LOWEST RETURN FOR A QUARTER WAS
- -7.99% (QUARTER ENDED SEPTEMBER 30, 1999).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR INITIAL CLASS OF VIP
GROWTH OPPORTUNITIES WAS 0.14%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP CONTRAFUND - INITIAL CLASS

Calendar Years 1996 1997 1998 1999

21.22% 24.14% 29.98% 24.25%

</TABLE>

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR INITIAL CLASS OF VIP
CONTRAFUND WAS 5.45%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP GROWTH - INITIAL CLASS

Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

-11.73% 45.51% 9.32% 19.37% -0.02% 35.36% 14.71% 23.48% 39.49% 37.44%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: -11.73
Row: 2, Col: 1, Value: 45.51
Row: 3, Col: 1, Value: 9.32
Row: 4, Col: 1, Value: 19.37
Row: 5, Col: 1, Value: -0.02
Row: 6, Col: 1, Value: 35.36
Row: 7, Col: 1, Value: 14.71
Row: 8, Col: 1, Value: 23.48
Row: 9, Col: 1, Value: 39.49
Row: 10, Col: 1, Value: 37.44

DURING THE PERIODS SHOWN IN THE CHART FOR INITIAL CLASS OF VIP GROWTH,
THE HIGHEST RETURN FOR A QUARTER WAS 24.29% (QUARTER ENDED DECEMBER
31, 1998) AND THE LOWEST RETURN FOR A QUARTER WAS -20.80% (QUARTER
ENDED SEPTEMBER 30, 1990).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR INITIAL CLASS OF VIP
GROWTH WAS 8.72%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP OVERSEAS - INITIAL CLASS

Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

-1.67% 8.00% -10.72% 37.35% 1.72% 9.74% 13.15% 11.56% 12.81% 42.55%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: -1.67
Row: 2, Col: 1, Value: 8.0
Row: 3, Col: 1, Value: -10.72
Row: 4, Col: 1, Value: 37.34999999999999
Row: 5, Col: 1, Value: 1.72
Row: 6, Col: 1, Value: 9.739999999999998
Row: 7, Col: 1, Value: 13.15
Row: 8, Col: 1, Value: 11.56
Row: 9, Col: 1, Value: 12.81
Row: 10, Col: 1, Value: 42.55

DURING THE PERIODS SHOWN IN THE CHART FOR INITIAL CLASS OF VIP
OVERSEAS, THE HIGHEST RETURN FOR A QUARTER WAS 24.78% (QUARTER ENDED
DECEMBER 31, 1999) AND THE LOWEST RETURN FOR A QUARTER WAS -17.65%
(QUARTER ENDED SEPTEMBER 30, 1998).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR INITIAL CLASS OF VIP
OVERSEAS WAS 0.31%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP BALANCED - INITIAL CLASS

Calendar Years 1996 1997 1998 1999

9.98% 22.18% 17.64% 4.55%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: nil
Row: 2, Col: 1, Value: nil
Row: 3, Col: 1, Value: nil
Row: 4, Col: 1, Value: nil
Row: 5, Col: 1, Value: nil
Row: 6, Col: 1, Value: nil
Row: 7, Col: 1, Value: 9.98
Row: 8, Col: 1, Value: 22.18
Row: 9, Col: 1, Value: 17.64
Row: 10, Col: 1, Value: 4.55
DURING THE PERIODS SHOWN IN THE CHART FOR INITIAL CLASS OF VIP
BALANCED, THE HIGHEST RETURN FOR A QUARTER WAS 11.83% (QUARTER ENDED
JUNE 30, 1997) AND THE LOWEST RETURN FOR A QUARTER WAS -5.79% (QUARTER
ENDED SEPTEMBER 30, 1998).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR INITIAL CLASS OF VIP
BALANCED WAS 0.47%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP EQUITY-INCOME - INITIAL CLASS

Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

-15.29% 31.44% 16.89% 18.29% 7.07% 35.09% 14.28% 28.11% 11.63% 6.33%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: -15.29
Row: 2, Col: 1, Value: 31.44
Row: 3, Col: 1, Value: 16.89
Row: 4, Col: 1, Value: 18.29
Row: 5, Col: 1, Value: 7.07
Row: 6, Col: 1, Value: 35.09
Row: 7, Col: 1, Value: 14.28
Row: 8, Col: 1, Value: 28.11
Row: 9, Col: 1, Value: 11.63
Row: 10, Col: 1, Value: 6.33

DURING THE PERIODS SHOWN IN THE CHART FOR INITIAL CLASS OF VIP
EQUITY-INCOME, THE HIGHEST RETURN FOR A QUARTER WAS 15.44% (QUARTER
ENDED DECEMBER 31, 1998) AND THE LOWEST RETURN FOR A QUARTER WAS
- -17.20% (QUARTER ENDED SEPTEMBER 30, 1990).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR INITIAL CLASS OF VIP
EQUITY-INCOME WAS -2.54%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP GROWTH & INCOME - INITIAL CLASS

Calendar Years 1997 1998 1999

30.09% 29.59% 9.17%

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR INITIAL CLASS OF VIP GROWTH
& INCOME, THE HIGHEST RETURN FOR A QUARTER WAS 20.97% (QUARTER ENDED
DECEMBER 31, 1998) AND THE LOWEST RETURN FOR A QUARTER WAS -8.37%
(QUARTER ENDED SEPTEMBER 30, 1998).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR INITIAL CLASS OF VIP
GROWTH & INCOME WAS -0.40%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP ASSET MANAGER - INITIAL CLASS

Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

6.72% 22.56% 11.71% 21.23% -6.09% 16.96% 14.60% 20.65% 15.05% 11.09%

</TABLE>

DURING THE PERIODS SHOWN IN THE CHART FOR INITIAL CLASS OF VIP ASSET
MANAGER, THE HIGHEST RETURN FOR A QUARTER WAS 12.80% (QUARTER ENDED
DECEMBER 31, 1998) AND THE LOWEST RETURN FOR A QUARTER WAS -6.67%
(QUARTER ENDED SEPTEMBER 30, 1998).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR INITIAL CLASS OF VIP
ASSET MANAGER WAS 2.14%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP ASSET MANAGER: GROWTH - INITIAL CLASS

Calendar Years 1996 1997 1998 1999

20.04% 25.07% 17.57% 15.26%

</TABLE>

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR INITIAL CLASS OF VIP
ASSET MANAGER: GROWTH WAS 0.29%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP INVESTMENT GRADE BOND - INITIAL CLASS

Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

6.21% 16.38% 6.65% 10.96% -3.76% 17.32% 3.19% 9.06% 8.85% -1.05%

</TABLE>

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR INITIAL CLASS OF VIP
INVESTMENT GRADE BOND WAS 2.12%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP HIGH INCOME - INITIAL CLASS

Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

-2.23% 35.08% 23.17% 20.40% -1.64% 20.72% 14.03% 17.67% -4.33% 8.25%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: -2.23
Row: 2, Col: 1, Value: 35.08
Row: 3, Col: 1, Value: 23.17
Row: 4, Col: 1, Value: 20.4
Row: 5, Col: 1, Value: -1.64
Row: 6, Col: 1, Value: 20.72
Row: 7, Col: 1, Value: 14.03
Row: 8, Col: 1, Value: 17.67
Row: 9, Col: 1, Value: -4.33
Row: 10, Col: 1, Value: 8.25

DURING THE PERIODS SHOWN IN THE CHART FOR INITIAL CLASS OF VIP HIGH
INCOME, THE HIGHEST RETURN FOR A QUARTER WAS 12.69% (QUARTER ENDED
MARCH 31, 1992) AND THE LOWEST RETURN FOR A QUARTER WAS -12.75%
(QUARTER ENDED SEPTEMBER 30, 1998).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR INITIAL CLASS OF VIP
HIGH INCOME WAS -3.60%.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VIP MONEY MARKET - INITIAL CLASS

Calendar Years 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999

8.04% 6.09% 3.90% 3.23% 4.25% 5.87% 5.41% 5.51% 5.46% 5.17%

</TABLE>

Percentage (%)
Row: 1, Col: 1, Value: 8.039999999999999
Row: 2, Col: 1, Value: 6.09
Row: 3, Col: 1, Value: 3.9
Row: 4, Col: 1, Value: 3.23
Row: 5, Col: 1, Value: 4.25
Row: 6, Col: 1, Value: 5.87
Row: 7, Col: 1, Value: 5.41
Row: 8, Col: 1, Value: 5.51
Row: 9, Col: 1, Value: 5.46
Row: 10, Col: 1, Value: 5.17

DURING THE PERIODS SHOWN IN THE CHART FOR INITIAL CLASS OF VIP MONEY
MARKET, THE HIGHEST RETURN FOR A QUARTER WAS 1.96% (QUARTER ENDED
MARCH 31, 1990) AND THE LOWEST RETURN FOR A QUARTER WAS 0.78% (QUARTER
ENDED SEPTEMBER 30, 1993).

THE YEAR-TO-DATE RETURN AS OF MARCH 31, 2000 FOR INITIAL CLASS OF VIP
MONEY MARKET WAS 1.43%.

AVERAGE ANNUAL RETURNS

GROWTH AND GROWTH & INCOME FUNDS

<TABLE>
<CAPTION>
<S> <C> <C> <C>
For the periods ended December 31, 1999 Past 1 year Past 5 years Past 10 years/ Life of class

VIP Index 500 - Initial Class 20.52% 28.16% 21.07%A

S&P 500 21.04% 28.56% 21.45%A

Lipper Variable Annuity S&P 500 Index 20.48% 28.07% n/a
Objective Funds Average

VIP Growth Opportunities - Initial Class 4.27% n/a 21.51%B

S&P 500 21.04% n/a 28.59%B

Lipper Variable Annuity Growth Funds Average 31.48% n/a n/a

VIP Contrafund - Initial Class 24.25% n/a 27.73%B

S&P 500 21.04% n/a 28.59%B

Lipper Variable Annuity Growth Funds Average 31.48% n/a n/a

VIP Growth - Initial Class 37.44% 29.74% 19.94%

Russell 3000 Growth Index 33.83% 31.09% 19.70%

Lipper Variable Annuity Growth Funds Average 31.48% 26.45% 17.79%

VIP Overseas - Initial Class 42.55% 17.37% 11.43%

Morgan Stanley Capital International Europe, 27.22% 12.98% 7.08%
Australasia, Far East Index

Lipper Variable Annuity International Funds 42.88% 17.31% 10.82%
Average

VIP Balanced - Initial Class 4.55% n/a 13.50%B

S&P 500 21.04% n/a 28.59%B

Lipper Variable Annuity Balanced Funds Average 8.58% n/a n/a

Fidelity VIP Balanced Composite Index 12.00% n/a 20.12%B

VIP Equity-Income - Initial Class 6.33% 18.61% 14.49%

Russell 3000 Value Index 6.65% 22.15% 15.31%

Lipper Variable Annuity Equity Income Funds 9.78% 20.59% 14.64%
Average

VIP Growth & Income - Initial Class 9.17% n/a 22.11%C

S&P 500 21.04% n/a 26.79%C

Lipper Variable Annuity Growth & Income 14.51% n/a n/a
Funds Average

</TABLE>

A FROM AUGUST 27, 1992.

B FROM JANUARY 3, 1995.

C FROM DECEMBER 31, 1996.

ASSET ALLOCATION FUNDS

<TABLE>
<CAPTION>
<S> <C> <C> <C>
For the periods ended December 31, 1999 Past 1 year Past 5 years Past 10 years/ Life of class

VIP Asset Manager - Initial Class 11.09% 15.63% 13.14%

S&P 500 21.04% 28.56% 18.21%

Fidelity Asset Manager Composite Index 10.42% 16.69% 11.96%

VIP Asset Manager: Growth - Initial Class 15.26% n/a 20.16%D

S&P 500 21.04% n/a 28.59%D

Fidelity Asset Manager: Growth Composite Index 14.55% n/a 21.45%D

</TABLE>

INCOME FUNDS

<TABLE>
<CAPTION>
<S> <C> <C> <C>
For the periods ended December 31, 1999 Past 1 year Past 5 years Past 10 years

VIP Investment Grade Bond - Initial Class -1.05% 7.30% 7.19%

Lehman Brothers Aggregate Bond Index -0.82% 7.73% 7.70%

Lipper Variable Annuity Intermediate -0.60% 7.08% 7.08%
Investment Grade Debt Funds Average

VIP High Income - Initial Class 8.25% 10.90% 12.44%

Merrill Lynch High Yield Master II Index 2.51% 9.89% 11.21%

Merrill Lynch High Yield Master Index 1.57% 9.61% 10.79%

Lipper Variable Annuity High Current Yield 3.83% 9.48% 10.15%
Funds Average

</TABLE>

MONEY MARKET FUND

<TABLE>
<CAPTION>
<S> <C> <C> <C>
For the periods ended December 31, 1999 Past 1 year Past 5 years Past 10 years

VIP Money Market - Initial Class 5.17% 5.48% 5.28%

</TABLE>

D FROM JANUARY 3, 1995.

If FMR had not reimbursed certain class expenses during these periods,
VIP Index 500's, VIP Growth Opportunities', VIP Balanced's, VIP Growth
& Income's, VIP Asset Manager's, VIP Asset Manager: Growth's, VIP
Investment Grade Bond's, VIP High Income's, and VIP Money Market's
Initial Class returns would have been lower.

Fidelity VIP Balanced Composite Index is a hypothetical representation
of the performance of VIP Balanced's general investment categories
using a weighting of 60% equity and 40% bond. The following indexes
are used to calculate the composite index: equity - the Russell
3000(registered trademark) Value Index, and bond - the Lehman Brothers
Aggregate Bond Index. The index weightings of the composite index are
rebalanced monthly.

Fidelity Asset Manager Composite Index is a hypothetical
representation of the performance of VIP Asset Manager's three asset
classes according to their respective weightings in the fund's neutral
mix (50% stocks, 40% bonds and 10% short-term/money market
instruments). The following indexes are used to calculate the
composite index: stocks - the Standard & Poor's 500 Index (S&P 500),
bonds - the Lehman Brothers Aggregate Bond Index, and short-term/money
market instruments - the Lehman Brothers 3-Month Treasury Bill Index.
Prior to January 1, 1997, the Lehman Brothers U.S. Treasury Index was
used for the bond class. The index weightings of the composite index
are rebalanced monthly.

Fidelity Asset Manager: Growth Composite Index is a hypothetical
representation of the performance of VIP Asset Manager: Growth's three
asset classes according to their respective weightings in the fund's
neutral mix (70% stocks, 25% bonds and 5% short-term/money market
instruments). The following indexes are used to calculate the
composite index: stocks - the Standard & Poor's 500 Index (S&P 500),
bonds - the Lehman Brothers Aggregate Bond Index, and short-term/money
market instruments - the Lehman Brothers 3-Month Treasury Bill Index.
Prior to January 1, 1997, the Lehman Brothers U.S. Treasury Index was
used for the bond class. The index weightings of the composite index
are rebalanced monthly.
S&P 500 is a market capitalization-weighted index of common stocks.
Russell 3000(registered trademark) Growth Index is a market
capitalization-weighted index of growth-oriented stocks of U.S.
domiciled corporations.

Russell 3000 Value Index is a market capitalization-weighted index of
value-oriented stocks of U.S. domiciled corporations.

Morgan Stanley Capital International Europe, Australasia and Far East
(EAFE) Index is a market capitalization-weighted index that is
designed to represent the performance of developed stock markets
outside the United States and Canada. As of February 29, 2000, the
index included over 963 equity securities of companies domiciled in 20
countries.

The Lehman Brothers U.S. Treasury Index is a market value-weighted
index of public obligations of the U.S. Treasury with maturities of
one year or more.

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

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

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

Each Lipper Funds Average reflects the performance (excluding sales
charges) of mutual funds with similar objectives.

OPERATING EXPENSES

The annual class operating expenses provided below for Initial Class
of each fund (other than VIP Investment Grade Bond, VIP High Income,
and VIP Money Market) do not reflect the effect of any expense
reimbursements or reduction of certain expenses during the period. The
annual class operating expenses provided below for Initial Class of
VIP Investment Grade Bond, VIP High Income, and VIP Money Market are
based on historical expenses. The annual class operating expenses do
not take into account any fees or other expenses of any variable
annuity or variable life insurance product.

<TABLE>
<CAPTION>
Initial Class

<S> <C> <C>
VIP INDEX 500 Management fee 0.24%

Distribution and Service (12b-1) fee None

Other expenses 0.10%

Total annual class operating expensesA 0.34%

VIP GROWTH OPPORTUNITIES Management fee 0.58%

Distribution and Service (12b-1) fee None

Other expenses 0.11%

Total annual class operating expensesB 0.69%

VIP CONTRAFUND Management fee 0.58%

Distribution and Service (12b-1) fee None

Other expenses 0.09%

Total annual class operating expensesB 0.67%

VIP GROWTH Management fee 0.58%

Distribution and Service (12b-1) fee None

Other expenses 0.08%

Total annual class operating expensesB 0.66%

VIP OVERSEAS Management fee 0.73%

Distribution and Service (12b-1) fee None

Other expenses 0.18%

Total annual class operating expensesB 0.91%

VIP BALANCED Management fee 0.43%

Distribution and Service (12b-1) fee None

Other expenses 0.14%

Total annual class operating expensesB 0.57%

VIP EQUITY-INCOME Management fee 0.48%

Distribution and Service (12b-1) fee None

Other expenses 0.09%

Total annual class operating expensesB 0.57%

VIP GROWTH & INCOME Management fee 0.48%

Distribution and Service (12b-1) fee None

Other expenses 0.12%

Total annual class operating expensesB 0.60%

VIP ASSET MANAGER Management fee 0.53%

Distribution and Service (12b-1) fee None

Other expenses 0.10%

Total annual class operating expensesB 0.63%

VIP ASSET MANAGER: GROWTH Management fee 0.58%

Distribution and Service (12b-1) fee None

Other expenses 0.13%

Total annual class operating expensesB 0.71%

VIP INVESTMENT GRADE BOND Management fee 0.43%

Distribution and Service (12b-1) fee None

Other expenses 0.11%

Total annual class operating expensesB 0.54%

VIP HIGH INCOME Management fee 0.58%

Distribution and Service (12b-1) fee None

Other expenses 0.11%

Total annual class operating expensesB 0.69%

VIP MONEY MARKET Management fee 0.18%

Distribution and Service (12b-1) fee None

Other expenses 0.09%

Total annual class operating expenses 0.27%

</TABLE>

A EFFECTIVE APRIL 18, 1997, FMR HAS VOLUNTARILY AGREED TO REIMBURSE
INITIAL CLASS OF VIP INDEX 500 TO THE EXTENT THAT TOTAL OPERATING
EXPENSES (EXCLUDING INTEREST, TAXES, SECURITIES LENDING COSTS,
BROKERAGE COMMISSIONS AND EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF
ITS AVERAGE NET ASSETS, EXCEED 0.28%. THIS ARRANGEMENT CAN BE
DISCONTINUED BY FMR AT ANY TIME.

B FMR HAS VOLUNTARILY AGREED TO REIMBURSE INITIAL CLASS OF CERTAIN
FUNDS TO THE EXTENT THAT TOTAL OPERATING EXPENSES (EXCLUDING INTEREST,
TAXES, CERTAIN SECURITIES LENDING COSTS, BROKERAGE COMMISSIONS AND
EXTRAORDINARY EXPENSES), AS A PERCENTAGE OF THEIR RESPECTIVE AVERAGE
NET ASSETS, EXCEED THE FOLLOWING RATES:

Initial Class Effective Date

VIP Growth Opportunities 1.50% 1/3/95

VIP Contrafund 1.00% 1/3/95

VIP Growth 1.50% 10/9/86

VIP Overseas 1.50% 1/28/87

VIP Balanced 1.50% 1/3/95

VIP Equity-Income 1.50% 10/9/86

VIP Growth & Income 1.00% 12/31/96

VIP Asset Manager 1.25% 1/1/90

VIP Asset Manager: Growth 1.00% 1/3/95

VIP Investment Grade Bond 0.80% 12/5/88

VIP High Income 1.00% 1/1/86

THESE ARRANGEMENTS CAN BE DISCONTINUED BY FMR AT ANY TIME.

A portion of the brokerage commissions that a fund pays is used to
reduce that fund's expenses. In addition, through arrangements with
each fund's custodian, credits realized as a result of uninvested cash
balances are used to reduce custodian expenses. Including these
reductions, the total Initial Class operating expenses are shown in
the table below.

Total Operating Expenses

VIP Index 500 - Initial Class 0.28%A

VIP Growth Opportunities - Initial Class 0.68%

VIP Contrafund - Initial Class 0.65%

VIP Growth - Initial Class 0.65%

VIP Overseas - Initial Class 0.87%

VIP Balanced - Initial Class 0.55%

VIP Equity-Income - Initial Class 0.56%

VIP Growth & Income - Initial Class 0.59%

VIP Asset Manager - Initial Class 0.62%

VIP Asset Manager: Growth - Initial Class 0.70%

A AFTER REIMBURSEMENT.

FUND BASICS

INVESTMENT DETAILS

THE GROWTH AND GROWTH & INCOME FUNDS

INVESTMENT OBJECTIVE

VIP INDEX 500 PORTFOLIO seeks investment results that correspond to
the total return of common stocks publicly traded in the United
States, as represented by the S&P 500.

PRINCIPAL INVESTMENT STRATEGIES

BT normally invests at least 80% of the fund's assets in common stocks
included in the S&P 500. The S&P 500 is a widely recognized, unmanaged
index of common stock prices.

BT may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

INVESTMENT OBJECTIVE

VIP GROWTH OPPORTUNITIES PORTFOLIO seeks to provide capital growth.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets primarily in common stocks. FMR
may also invest the fund's assets in other types of securities,
including bonds which may be lower-quality debt securities.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

INVESTMENT OBJECTIVE

VIP CONTRAFUND PORTFOLIO seeks long-term capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets primarily in common stocks.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

INVESTMENT OBJECTIVE

VIP GROWTH PORTFOLIO seeks to achieve capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets primarily in common stocks.

FMR invests the fund's assets in companies FMR believes have
above-average growth potential. Growth may be measured by factors such
as earnings or revenue.

Companies with high growth potential tend to be companies with higher
than average price/earnings (P/E) ratios. Companies with strong growth
potential often have new products, technologies, distribution
channels, or other opportunities, or have a strong industry or market
position. The stocks of these companies are often called "growth"
stocks.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

In buying and selling securities for the fund, FMR relies on
fundamental analysis of each issuer and its potential for success in
light of its current financial condition, its industry position, and
economic and market conditions. Factors considered include growth
potential, earnings estimates, and management.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

INVESTMENT OBJECTIVE

VIP OVERSEAS PORTFOLIO seeks long-term growth of capital.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests at least 65% of the fund's total assets in
foreign securities. FMR normally invests the fund's assets primarily
in common stocks.

FMR normally diversifies the fund's investments across different
countries and regions. In allocating the fund's investments across
countries and regions, FMR will consider the size of the market in
each country and region relative to the size of the international
market as a whole.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

INVESTMENT OBJECTIVE

VIP BALANCED PORTFOLIO seeks both income and growth of capital.

PRINCIPAL INVESTMENT STRATEGIES

FMR manages the fund to maintain a balance between stocks and bonds.
When FMR's outlook is neutral, it will invest approximately 60% of the
fund's assets in stocks and other equity securities and the remainder
in bonds and other debt securities, including lower-quality debt
securities. FMR may vary from this target if it believes stocks or
bonds offer more favorable opportunities, but will always invest at
least 25% of the fund's total assets in fixed-income senior securities
(including debt securities and preferred stock).

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

With respect to the fund's equity investments, FMR's emphasis on
above-average income-producing equity securities tends to lead to
investments in stocks that have more "value" characteristics than
"growth" characteristics. However, FMR is not constrained by any
particular investment style. In buying and selling securities for the
fund, FMR generally analyzes the issuer of a security using
fundamental factors (e.g., growth potential, earnings estimates, and
management) and evaluates each security's current price relative to
its estimated long-term value.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests at least 65% of the fund's total assets in
income-producing equity securities. FMR may also invest the fund's
assets in other types of equity securities and debt securities,
including lower-quality debt securities.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR's emphasis on above-average income-producing equity securities
tends to lead to investments in large cap "value" stocks. However, FMR
is not constrained by any particular investment style. In buying and
selling securities for the fund, FMR relies on fundamental analysis of
each issuer and its potential for success in light of its current
financial condition, its industry position, and economic and market
conditions. Factors considered include growth potential, earnings
estimates, and management.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

INVESTMENT OBJECTIVE

VIP GROWTH & INCOME PORTFOLIO seeks high total return through a
combination of current income and capital appreciation.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests a majority of the fund's assets in common stocks
with a focus on those that pay current dividends and show potential
for capital appreciation. FMR may also invest the fund's assets in
bonds, including lower-quality debt securities, as well as stocks that
are not currently paying dividends, but offer prospects for future
income or capital appreciation.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

PRINCIPAL INVESTMENT RISKS

Many factors affect each fund's performance. A fund's share price
changes daily based on changes in market conditions and interest rates
and in response to other economic, political, or financial
developments. A fund's reaction to these developments will be affected
by the types and maturities of securities in which the fund invests,
the financial condition, industry and economic sector, and geographic
location of an issuer, and the fund's level of investment in the
securities of that issuer. When a shareholder sells shares of a fund,
they could be worth more or less than what the shareholder paid for
them.

The following factors can significantly affect a fund's performance.

Investing in emerging markets can involve risks in addition to and
greater than those generally associated with investing in more
developed foreign markets. The extent of economic development;
political stability; market depth, infrastructure, and capitalization;
and regulatory oversight can be less than in more developed markets.
Emerging market economies can be subject to greater social, economic,
regulatory, and political uncertainties. All of these factors can make
emerging market securities more volatile and potentially less liquid
than securities issued in more developed markets.

ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of security or issuer, and changes in general
economic or political conditions can affect the credit quality or
value of an issuer's securities. The value of securities of smaller,
less well-known issuers can be more volatile than that of larger
issuers. Lower-quality debt securities (those of less than
investment-grade quality) tend to be more sensitive to these changes
than higher-quality debt securities.
Lower-quality debt securities involve greater risk of default or price
changes due to changes in the credit quality of the issuer. The value
of lower-quality debt securities often fluctuates in response to
company, political, or economic developments and can decline
significantly over short periods of time or during periods of general
or regional economic difficulty.

"GROWTH" INVESTING. "Growth" stocks can react differently to issuer,
political, market, and economic developments than the market as a
whole and other types of stocks. "Growth" stocks tend to be more
expensive relative to their earnings or assets compared to other types
of stocks. As a result, "growth" stocks tend to be sensitive to
changes in their earnings and more volatile than other types of
stocks.

"VALUE" INVESTING. "Value" stocks can react differently to issuer,
political, market, and economic developments than the market as a
whole and other types of stocks. "Value" stocks tend to be inexpensive
relative to their earnings or assets compared to other types of
stocks. However, "value" stocks can continue to be inexpensive for
long periods of time and may not ever realize their full value.

In response to market, economic, political, or other conditions, FMR
or BT may temporarily use a different investment strategy for
defensive purposes. If FMR or BT does so, different factors could
affect a fund's performance and the fund may not achieve its
investment objective.

THE ASSET ALLOCATION FUNDS

INVESTMENT OBJECTIVE

VIP ASSET MANAGER PORTFOLIO seeks to obtain high total return with
reduced risk over the long term by allocating its assets among stocks,
bonds, and short-term instruments.

PRINCIPAL INVESTMENT STRATEGIES

Neutral Mix STOCKS 50%
(can range from 30-70%)
Row: 1, Col: 1, Value: 10.0
Row: 1, Col: 2, Value: 50.0
Row: 1, Col: 3, Value: 40.0
BONDS 40%
(can range from 20-60%)
SHORT-TERM/MONEY MARKET 10%
(can range from 0-50%)

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

In buying and selling securities for the fund, FMR generally analyzes
the issuer of a security using fundamental factors (e.g., growth
potential, earnings estimates, and management) and/or quantitative
factors (e.g., historical earnings, dividend yield, and earnings per
share) and evaluates each security's current price relative to its
estimated long-term value.
FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.
FMR may use various techniques, such as buying and selling futures
contracts, to increase or decrease the fund's exposure to changing
security prices, interest rates, or other factors that affect security
values. If FMR's strategies do not work as intended, the fund may not
achieve its objective.

INVESTMENT OBJECTIVE

VIP ASSET MANAGER: GROWTH PORTFOLIO seeks to maximize total return by
allocating its assets among stocks, bonds, short-term instruments, and
other investments.

PRINCIPAL INVESTMENT STRATEGIES

Neutral Mix STOCKS 70%
(can range from 50-100%)
Row: 1, Col: 1, Value: 5.0
Row: 1, Col: 2, Value: 70.0
Row: 1, Col: 3, Value: 25.0
BONDS 25%
(can range from 0-50%)
SHORT-TERM/MONEY MARKET 5%
(can range from 0-50%)

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

FMR may lend the fund's securities to broker-dealers or other
institutions to earn income for the fund.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

PRINCIPAL INVESTMENT RISKS

Many factors affect each fund's performance. A fund's share price and
yield change daily based on changes in market conditions and interest
rates and in response to other economic, political, or financial
developments. A fund's reaction to these developments will be affected
by the types and maturities of securities in which the fund invests,
the financial condition, industry and economic sector, and geographic
location of an issuer, and the fund's level of investment in the
securities of that issuer. When a shareholder sells shares of a fund,
they could be worth more or less than what the shareholder paid for
them.

The following factors can significantly affect a fund's performance.

In response to market, economic, political, or other conditions, FMR
may temporarily use a different investment strategy for defensive
purposes. If FMR does so, different factors could affect a fund's
performance and the fund may not achieve its investment objective.

THE INCOME FUNDS

INVESTMENT OBJECTIVE

VIP INVESTMENT GRADE BOND PORTFOLIO seeks as high a level of current
income as is consistent with the preservation of capital.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests the fund's assets in U.S. dollar-denominated
investment-grade bonds (those of medium and high quality).

INVESTMENT OBJECTIVE

VIP HIGH INCOME PORTFOLIO seeks a high level of current income while
also considering growth of capital.

PRINCIPAL INVESTMENT STRATEGIES

FMR normally invests at least 65% of the fund's total assets in
income-producing debt securities, preferred stocks and convertible
securities, with an emphasis on lower-quality debt securities. Many
lower-quality debt securities are subject to legal or contractual
restrictions limiting FMR's ability to resell the securities to the
general public. FMR may also invest the fund's assets in non-income
producing securities, including defaulted securities and common
stocks. FMR currently intends to limit common stocks to 10% of the
fund's total assets. FMR may invest in companies whose financial
condition is troubled or uncertain and that may be involved in
bankruptcy proceedings, reorganizations, or financial restructurings.

FMR may invest the fund's assets in securities of foreign issuers in
addition to securities of domestic issuers.

In buying and selling securities for the fund, FMR relies on
fundamental analysis of each issuer and its potential for success in
light of its current financial condition, its industry position, and
economic and market conditions. Factors considered include a
security's structural features and current price compared to its
long-term value, and the earnings potential, credit standing, and
management of the security's issuer.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

PRINCIPAL INVESTMENT RISKS

Many factors affect each fund's performance. A fund's yield and share
price change daily based on changes in interest rates and market
conditions and in response to other economic, political, or financial
developments. A fund's reaction to these developments will be affected
by the types and maturities of securities in which the fund invests,
the financial condition, industry and economic sector, and geographic
location of an issuer, and the fund's level of investment in the
securities of that issuer. When a shareholder sells shares of a fund,
they could be worth more or less than what the shareholder paid for
them.

The following factors can significantly affect a fund's performance.

Lower-quality debt securities involve greater risk of default or price
changes due to changes in the credit quality of the issuer. The value
of lower-quality debt securities often fluctuates in response to
company, political, or economic developments and can decline
significantly over short periods of time or during periods of general
or regional economic difficulty. Lower-quality debt securities can be
thinly traded or have restrictions on resale, making them difficult to
sell at an acceptable price. The default rate for lower-quality debt
securities is likely to be higher during economic recessions or
periods of high interest rates.

In response to market, economic, political, or other conditions, FMR
may temporarily use a different investment strategy for defensive
purposes. If FMR does so, different factors could affect a fund's
performance and the fund may not achieve its investment objective.

THE MONEY MARKET FUND

INVESTMENT OBJECTIVE

VIP MONEY MARKET PORTFOLIO seeks as high a level of current income as
is consistent with preservation of capital and liquidity.

PRINCIPAL INVESTMENT STRATEGIES

FMR invests the fund's assets in U.S. dollar-denominated money market
securities of domestic and foreign issuers and repurchase agreements.
FMR also may enter into reverse repurchase agreements for the fund.

FMR will invest more than 25% of the fund's total assets in the
financial services industry.

In buying and selling securities for the fund, FMR complies with
industry-standard requirements for money market funds regarding the
quality, maturity, and diversification of the fund's investments. FMR
stresses maintaining a stable $1.00 share price, liquidity, and
income.

DESCRIPTION OF PRINCIPAL SECURITY TYPES

A REPURCHASE AGREEMENT is an agreement to buy a security at one price
and a simultaneous agreement to sell it back at an agreed-upon price.

PRINCIPAL INVESTMENT RISKS

Many factors affect the fund's performance. The fund's yield will
change daily based on changes in interest rates and other market
conditions. Although the fund is managed to maintain a stable $1.00
share price, there is no guarantee that the fund will be able to do
so. For example, a major increase in interest rates or a decrease in
the credit quality of the issuer of one of the fund's investments
could cause the fund's share price to decrease. While the fund will be
charged premiums by a mutual insurance company for coverage of
specified types of losses related to default or bankruptcy on certain
securities, the fund may incur losses regardless of the insurance.

The following factors can significantly affect the fund's performance.

INTEREST RATE CHANGES. Money market securities have varying levels of
sensitivity to changes in interest rates. In general, the price of a
money market security can fall when interest rates rise and can rise
when interest rates fall. Securities with longer maturities and the
securities of issuers in the financial services sector can be more
sensitive to interest rate changes. Short-term securities tend to
react to changes in short-term interest rates.

FOREIGN EXPOSURE. Issuers located in foreign countries and entities
located in foreign countries that provide credit support or a
maturity-shortening structure can involve increased risks. Extensive
public information about the issuer or provider may not be available
and unfavorable political, economic, or governmental developments
could affect the value of the security.

FINANCIAL SERVICES EXPOSURE. Financial services companies are highly
dependent on the supply of short-term financing. The value of
securities of issuers in the financial services sector can be
sensitive to changes in government regulation and interest rates and
to economic downturns in the United States and abroad.

ISSUER-SPECIFIC CHANGES. Changes in the financial condition of an
issuer, changes in specific economic or political conditions that
affect a particular type of issuer, and changes in general economic or
political conditions can affect the credit quality or value of an
issuer's securities. Entities providing credit support or a
maturity-shortening structure also can be affected by these types of
changes. If the structure of a security fails to function as intended,
the security could decline in value.

FUNDAMENTAL INVESTMENT POLICIES

The policies discussed below are fundamental, that is, subject to
change only by shareholder approval.

VIP INDEX 500 PORTFOLIO seeks investment results that correspond to
the total return of common stocks publicly traded in the United
States, as represented by the S&P 500.

VIP GROWTH OPPORTUNITIES PORTFOLIO seeks to provide capital growth by
investing primarily in common stocks and securities convertible into
common stocks.

VIP CONTRAFUND PORTFOLIO seeks long-term capital appreciation.

VIP GROWTH PORTFOLIO seeks to achieve capital appreciation.

VIP OVERSEAS PORTFOLIO seeks long-term growth of capital primarily
through investments in foreign securities.

VIP BALANCED PORTFOLIO seeks both income and growth of capital by
investing in a diversified portfolio of equity and fixed-income
securities with income, growth of income, and capital appreciation
potential.

VIP EQUITY-INCOME PORTFOLIO seeks reasonable income by investing
primarily in income-producing equity securities. In choosing these
securities, the fund will also consider the potential for capital
appreciation. The fund's goal is to achieve a yield which exceeds the
composite yield on the securities comprising the S&P 500.

VIP GROWTH & INCOME PORTFOLIO seeks high total return through a
combination of current income and capital appreciation.

VIP ASSET MANAGER PORTFOLIO seeks to obtain high total return with
reduced risk over the long term by allocating its assets among stocks,
bonds, and short-term instruments.

VIP ASSET MANAGER: GROWTH PORTFOLIO seeks to maximize total return by
allocating its assets among stocks, bonds, short-term instruments, and
other investments.

VIP INVESTMENT GRADE BOND PORTFOLIO seeks as high a level of current
income as is consistent with the preservation of capital.

VIP HIGH INCOME PORTFOLIO seeks a high level of current income by
investing primarily in high yielding, fixed-income securities, while
also considering growth of capital.

VIP MONEY MARKET PORTFOLIO seeks as high a level of current income as
is consistent with preservation of capital and liquidity by investing
in money market instruments.

VALUING SHARES

Each fund is open for business each day the New York Stock Exchange
(NYSE) is open.

A class's net asset value per share (NAV) is the value of a single
share. Fidelity normally calculates Initial Class's NAV as of the
close of business of the NYSE, normally 4:00 p.m. Eastern time.
However, NAV may be calculated earlier if trading on the NYSE is
restricted or as permitted by the Securities and Exchange Commission
(SEC). Each fund's assets are valued as of this time for the purpose
of computing Initial Class's NAV.

To the extent that each fund's assets are traded in other markets on
days when the NYSE is closed, the value of the fund's assets may be
affected on days when the fund is not open for business. In addition,
trading in some of a fund's assets may not occur on days when the fund
is open for business.

The money market fund's assets are valued on the basis of amortized
cost.

Each fund's (other than the money market fund's) assets are valued
primarily on the basis of market quotations or on the basis of
information furnished by a pricing service. Certain short-term
securities are valued on the basis of amortized cost. If market
quotations or information furnished by a pricing service is not
readily available for a security or if a security's value has been
materially affected by events occurring after the close of the
exchange or market on which the security is principally traded (for
example, a foreign exchange or market), that security may be valued by
another method that the Board of Trustees believes accurately reflects
fair value. A security's valuation may differ depending on the method
used for determining value.

SHAREHOLDER INFORMATION

BUYING AND SELLING SHARES

Insurance companies offer variable annuity and variable life insurance
products through separate accounts. Separate accounts - not variable
product owners - are the shareholders of the funds. Variable product
owners hold interests in separate accounts. The terms of the offering
of interests in separate accounts are included in the variable annuity
or variable life insurance product prospectus.

Only separate accounts of insurance companies that have signed the
appropriate agreements with the funds can buy or sell shares of the
funds.

The price to buy one share of Initial Class is the class's NAV.
Initial Class shares are sold without a sales charge.

Shares will be bought at the next NAV calculated after an order is
received in proper form.

The funds' Board of Trustees may refuse to sell shares of a fund or
may stop offering shares of a fund for a period of time or permanently
if required by law, required by regulatory authorities, or in the best
interests of shareholders of the fund.

The price to sell one share of Initial Class is the class's NAV.

Shares will be sold at the next NAV calculated after an order is
received in proper form.

Normally, Fidelity will process redemptions by the next business day,
but Fidelity may take up to seven business days to process redemptions
if making immediate payment would adversely affect a fund.

Redemptions may be suspended or payment dates postponed when the NYSE
is closed (other than weekends or holidays), when trading on the NYSE
is restricted, or as permitted by the SEC.

Each fund offers its shares to separate accounts of insurance
companies that may be affiliated or unaffiliated with FMR and/or each
other. Each fund currently does not foresee any disadvantages to
variable product owners arising out of the fact that the fund offers
its shares to separate accounts of insurance companies that offer
variable annuity and variable life insurance products. Nevertheless,
the Board of Trustees that oversees each fund intends to monitor
events to identify any material irreconcilable conflicts that may
possibly arise and to determine what action, if any, should be taken
in response.

DIVIDENDS AND CAPITAL GAIN DISTRIBUTIONS

Each fund earns dividends, interest, and other income from its
investments, and distributes this income (less expenses) to
shareholders as dividends. Each fund also realizes capital gains from
its investments, and distributes these gains (less any losses) to
shareholders as capital gain distributions.

Each of VIP Index 500, VIP Growth Opportunities, VIP Contrafund, VIP
Growth, VIP Overseas, VIP Balanced, VIP Equity-Income, VIP Growth &
Income, VIP Asset Manager, VIP Asset Manager: Growth, VIP Investment
Grade Bond, and VIP High Income normally pays dividends and capital
gain distributions at least annually, in February.

Distributions from VIP Money Market consist primarily of dividends.
VIP Money Market normally declares dividends daily and pays them
monthly.

Dividends and capital gain distributions will be automatically
reinvested in additional Initial Class shares of the fund.

TAX CONSEQUENCES

Insurance company separate accounts generally do not pay tax on
dividends or capital gain distributions from a fund.

FUND SERVICES

FUND MANAGEMENT

Each fund is a mutual fund, an investment that pools shareholders'
money and invests it toward a specified goal.

FMR is each fund's manager.

As of March 25, 1999, FMR had approximately $521.7 billion in
discretionary assets under management.

As the manager, FMR is responsible for choosing investments for each
fund (except VIP Index 500) and handling each fund's business affairs.

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

As of December 31, 1999, BT had approximately $247.97 billion in
discretionary assets under management.

BT's principal offices are at 130 Liberty Street, New York, New York
10006.

As a result of the plea and subsequent sentence, absent an order from
the SEC, BT would not be able to continue to provide investment
advisory services to VIP Index 500. The SEC has granted a temporary
order to permit BT and its affiliates to continue to provide
investment advisory services to registered investment companies. There
is no assurance that the SEC will grant a permanent order.

Affiliates assist FMR with foreign investments:

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

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

(small solid bullet) Fidelity International Investment Advisors
(FIIA), in Pembroke, Bermuda, serves as a sub-adviser for VIP
Overseas. As of September 28, 1999, FIIA had approximately $3.6
billion in discretionary assets under management. FIIA may provide
investment research and advice on issuers based outside the United
States and may also provide investment advisory services for VIP
Overseas.

(small solid bullet) Fidelity International Investment Advisors (U.K.)
Limited (FIIA(U.K.)L), in London, England, serves as a sub-adviser for
VIP Overseas. As of September 28, 1999, FIIA(U.K.)L had approximately
$2.6 billion in discretionary assets under management. FIIA(U.K.)L may
provide investment research and advice on issuers based outside the
United States and may also provide investment advisory services for
VIP Overseas.

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

Fidelity Investments Money Management, Inc. (FIMM), in Merrimack, New
Hampshire, serves as sub-adviser for VIP Investment Grade Bond and VIP
Money Market. FIMM is primarily responsible for choosing investments
for VIP Investment Grade Bond and VIP Money Market. FIMM also serves
as sub-adviser for VIP Balanced, VIP Asset Manager, and VIP Asset
Manager: Growth. FIMM is primarily responsible for choosing certain
types of investments for VIP Balanced, VIP Asset Manager, and VIP
Asset Manager: Growth.

FIMM is an affiliate of FMR. As of March 29, 1999, FIMM had
approximately $159.8 billion in discretionary assets under management.

Beginning January 1, 2001, FMR Co., Inc. (FMRC) will serve as
sub-adviser for VIP Index 500, VIP Growth Opportunities, VIP
Contrafund, VIP Growth, VIP Overseas, VIP Balanced, VIP Equity-Income,
VIP Growth & Income, VIP Asset Manager, VIP Asset Manager: Growth, and
VIP High Income. FMRC will be primarily responsible for choosing
investments for VIP Growth Opportunities, VIP Contrafund, VIP Growth,
VIP Overseas, VIP Equity-Income, VIP Growth & Income, and VIP High
Income. FMRC will be primarily responsible for choosing certain types
of investments for VIP Balanced, VIP Asset Manager, and VIP Asset
Manager: Growth. FMRC may provide investment research and advice and
may also provide investment advisory services for VIP Index 500. FMRC
is a wholly owned subsidiary of FMR.

John Avery is vice president and manager of VIP Balanced, which he has
managed since January 1998; he had been associate manager of the fund
since September 1997. He also manages another Fidelity fund. Mr. Avery
joined Fidelity in 1995 as an analyst. Previously, he was an analyst
for Putnam Investments from 1993 to 1994.
Barry Coffman is vice president and manager of VIP High Income, which
he has managed since August 1990. He also manages other Fidelity
funds. Since joining Fidelity in 1986, Mr. Coffman has worked as an
analyst and manager.

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

Kevin Grant is vice president and manager of VIP Balanced and VIP
Investment Grade Bond, which he has managed since March 1996 and
February 1997, respectively. Mr. Grant manages the fixed-income
investments for VIP Balanced. He also manages several other Fidelity
funds. Mr. Grant joined Fidelity in 1993 as a portfolio manager.

Bart Grenier is vice president and manager of VIP Asset Manager and
VIP Asset Manager: Growth, both of which he has managed since May
2000. Mr. Grenier originally joined Fidelity in 1991 as a senior
analyst and has held a number of positions with FMR and served as an
officer of certain other investment companies managed or advised by
FMR.

Richard Mace is vice president and manager of VIP Overseas, which he
has managed since March 1996. He also manages several other Fidelity
funds. Since joining Fidelity in 1987, Mr. Mace has worked as an
analyst and manager.

Stephen Petersen is vice president and manager of VIP Equity-Income,
which he has managed since January 1997. He also manages another
Fidelity fund. Since joining Fidelity in 1980, Mr. Petersen has worked
as an analyst and manager.

Louis Salemy is manager of VIP Growth & Income, which he has managed
since September 1998. Previously, he was associate manager of the
fund. Mr. Salemy also manages another Fidelity fund. Since joining
Fidelity in 1992, Mr. Salemy has worked as an analyst, manager, and
portfolio assistant.

Jennifer Uhrig is vice president and manager of VIP Growth, which she
has managed since January 1997. She also manages another Fidelity
fund. Since joining Fidelity in 1987, Ms. Uhrig has worked as an
analyst and manager.

Each fund pays a management fee to FMR. The management fee is
calculated and paid to FMR every month.

VIP Index 500's annual management fee rate is 0.24% of its average net
assets.

For VIP Growth Opportunities, VIP Contrafund, VIP Growth, VIP
Overseas, VIP Balanced, VIP Equity-Income, VIP Growth & Income, VIP
Asset Manager, VIP Asset Manager: Growth, VIP Investment Grade Bond,
and VIP High Income, the fee is calculated by adding a group fee rate
to an individual fund fee rate, dividing by twelve, and multiplying
the result by the fund's average net assets throughout the month.

The fee for VIP Money Market is calculated by adding a group fee rate
to an individual fund fee rate, dividing by twelve and multiplying the
result by the fund's average net assets throughout the month, and then
adding an income-based fee. The income-based fee is 6% of the fund's
monthly gross income in excess of an annualized 5% yield, but it
cannot rise above an annual rate of 0.24% of the fund's average net
assets throughout that month.

The group fee rate is based on the average net assets of all the
mutual funds advised by FMR. This rate cannot rise above 0.52% for VIP
Growth Opportunities, VIP Contrafund, VIP Growth, VIP Overseas, VIP
Balanced, VIP Equity-Income, VIP Growth & Income, VIP Asset Manager,
and VIP Asset Manager: Growth, or 0.37% for VIP Investment Grade Bond,
VIP High Income, and VIP Money Market, and it drops as total assets
under management increase.

For December 1999, the group fee rate was 0.1267% for VIP Investment
Grade Bond, VIP High Income, and VIP Money Market, and the group fee
rate was 0.2768% for VIP Growth Opportunities, VIP Contrafund, VIP
Growth, VIP Overseas, VIP Balanced, VIP Equity-Income, VIP Growth &
Income, VIP Asset Manager, and VIP Asset Manager: Growth. The
individual fund fee rate is 0.03% for VIP Money Market; 0.15% for VIP
Balanced; 0.20% for VIP Equity-Income and VIP Growth & Income; 0.25%
for VIP Asset Manager; 0.30% for VIP Growth Opportunities, VIP
Contrafund, VIP Growth, VIP Asset Manager: Growth, and VIP Investment
Grade Bond; and 0.45% for VIP Overseas and VIP High Income.

The total management fee, as a percentage of a fund's average net
assets, for the fiscal year ended December 31, 1999, for each fund
(other than VIP Index 500) is shown in the table below.

Total Management Fee

VIP Growth Opportunities 0.58%

VIP Contrafund 0.58%

VIP Growth 0.58%

VIP Overseas 0.73%

VIP Balanced 0.43%

VIP Equity-Income 0.48%

VIP Growth & Income 0.48%

VIP Asset Manager 0.53%

VIP Asset Manager: Growth 0.58%

VIP Investment Grade Bond 0.43%

VIP High Income 0.58%

VIP Money Market 0.18%

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

FMR will pay FMRC for providing sub-advisory services.

FMR pays BT for providing investment management and custodial
services.

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

As of February 29, 2000 , approximately 62.71% of VIP Asset
Manager: Growth's; approximately 58.41% of VIP Money Market's;
approximately 43.18% of VIP Growth & Income's; approximately 36.88% of
VIP Balanced's; approximately 30.81% of VIP Investment Grade Bond's;
and approximately 26.13% of VIP Index 500's total outstanding shares,
respectively, were held by FMR affiliates.

FUND DISTRIBUTION

Each fund is composed of multiple classes of shares. All classes of a
fund have a common investment objective and investment portfolio.

Fidelity Distributors Corporation (FDC) distributes Initial Class's
shares.

Initial Class of each fund has adopted a Distribution and Service Plan
pursuant to Rule 12b-1 under the Investment Company Act of 1940 that
recognizes that FMR may use its management fee revenues, as well as
its past profits or its resources from any other source, to pay FDC
for expenses incurred in connection with providing services intended
to result in the sale of Initial Class shares and/or support services
that benefit variable product owners. FMR, directly or through FDC,
may pay significant amounts to intermediaries, such as insurance
companies, broker-dealers and other service-providers, that provide
those services. Currently, the Board of Trustees of each fund has
authorized such payments for Initial Class.

To receive payments made pursuant to a Distribution and Service Plan,
intermediaries must sign the appropriate agreement with FDC in
advance.

FMR may allocate brokerage transactions in a manner that takes into
account the sale of shares of the Fidelity(registered trademark)
Variable Insurance Product funds, provided that a fund receives
brokerage services and commission rates comparable to those of other
broker-dealers.

BT may allocate brokerage transactions in a manner that takes into
account the sale of shares of VIP Index 500, provided that the fund
receives brokerage services and commission rates comparable to those
of other broker-dealers.

No dealer, sales representative, or any other person has been
authorized to give any information or to make any representations,
other than those contained in this prospectus and in the related
statement of additional information (SAI), in connection with the
offer contained in this prospectus. If given or made, such other
information or representations must not be relied upon as having been
authorized by the funds or FDC. This prospectus and the related SAI do
not constitute an offer by the funds or by FDC to sell shares of the
funds to or to buy shares of the funds from any person to whom it is
unlawful to make such offer.

APPENDIX

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand
Initial Class's financial history for the past 5 years or, if shorter,
the period of the class's operations. Certain information reflects
financial results for a single class share. The total returns in the
table represent the rate that an investor would have earned (or lost)
on an investment in the class (assuming reinvestment of all dividends
and distributions). This information has been audited by
PricewaterhouseCoopers LLP (for VIP Growth, VIP Overseas, VIP
Equity-Income, VIP High Income, and VIP Money Market) and Deloitte &
Touche LLP (1999 annual information only for VIP Index 500, VIP Growth
Opportunities, VIP Contrafund, VIP Balanced, VIP Growth & Income, VIP
Asset Manager, VIP Asset Manager: Growth, and VIP Investment Grade
Bond), independent accountants, whose reports, along with each fund's
financial highlights and financial statements, are included in each
fund's annual report. Annual information prior to 1999 was audited by
PricewaterhouseCoopers LLP. A free copy of each annual report is
available upon request.

VIP INDEX 500 - INITIAL CLASS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Years ended December 31, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 141.24 $ 114.40 $ 89.05 $ 75.71 $ 56.22

Income from Investment Operations

Net investment income 1.64 C 1.65 C 1.80 C 1.04 .85

Net realized and unrealized gain (loss) 26.88 29.70 26.67 15.55 19.72

Total from investment operations 28.52 31.35 28.47 16.59 20.57

Less Distributions

From net investment income (1.40) (1.36) (1.03) (.91) (.95)

From net realized gain (.95) (3.15) (2.09) (2.34) (.11)

In excess of net realized gain - - - - (.02)

Total distributions (2.35) (4.51) (3.12) (3.25) (1.08)

Net asset value, end of period $ 167.41 $ 141.24 $ 114.40 $ 89.05 $ 75.71

TOTAL RETURN A, B 20.52% 28.31% 32.83% 22.71% 37.19%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 5,538,735 $ 3,772,068 $ 2,098,042 $ 823,243 $ 245,700

Ratio of expenses to average net assets .28% D .28% D .28% D .28% D .28% D

Ratio of net investment income to average 1.09% 1.33% 1.74% 2.26% 2.70%
net assets

Portfolio turnover rate 8% 4% 9% 14% 16%

</TABLE>

A TOTAL RETURNS DO NOT REFLECT CHARGES ATTRIBUTABLE TO YOUR INSURANCE
COMPANY'S SEPARATE ACCOUNT. INCLUSION OF THESE CHARGES WOULD REDUCE
THE TOTAL RETURNS SHOWN.

B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

D FMR AGREED TO REIMBURSE A PORTION OF THE FUND'S EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE FUND'S EXPENSE RATIO WOULD
HAVE BEEN HIGHER.

VIP GROWTH OPPORTUNITIES - INITIAL CLASS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Years ended December 31, 1999 1998 1997 1996 1995 D

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 22.88 $ 19.27 $ 15.40 $ 13.07 $ 10.00

Income from Investment Operations

Net investment income .27 C .26 C .29 C .26 .11

Net realized and unrealized gain (loss) .66 4.29 4.18 2.12 3.14

Total from investment operations .93 4.55 4.47 2.38 3.25

Less Distributions

From net investment income (.23) (.21) (.25) - (.11)

From net realized gain (.43) (.73) (.35) (.05) (.07)

Total distributions (.66) (.94) (.60) (.05) (.18)

Net asset value, end of period $ 23.15 $ 22.88 $ 19.27 $ 15.40 $ 13.07

TOTAL RETURN A, B 4.27% 24.61% 29.95% 18.27% 32.52%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 1,541,587 $ 1,570,011 $ 1,025,766 $ 383,085 $ 164,303

Ratio of expenses to average net assets .69% .71% .74% .77% .85% E

Ratio of expenses to average net assets .68% F .70% F .73% F .76% F .83% F
after expense reductions

Ratio of net investment income to average 1.20% 1.27% 1.68% 2.29% 2.49%
net assets

Portfolio turnover 42% 29% 26% 28% 38%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

B TOTAL RETURNS FOR PERIODS OF LESS THAN ONE YEAR ARE NOT ANNUALIZED
AND DO NOT REFLECT CHARGES ATTRIBUTABLE TO YOUR INSURANCE COMPANY'S
SEPARATE ACCOUNT. INCLUSION OF THESE CHARGES WOULD REDUCE THE TOTAL
RETURNS SHOWN.

C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

D FOR THE PERIOD JANUARY 3, 1995 (COMMENCEMENT OF SALE OF INITIAL
CLASS SHARES) TO DECEMBER 31, 1995.

E FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.

F FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES.

VIP CONTRAFUND - INITIAL CLASS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Years ended December 31, 1999 1998 1997 1996 1995 C

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 24.44 $ 19.94 $ 16.56 $ 13.79 $ 10.00

Income from Investment Operations

Net investment income .12 B .13 B .16 B .14 .06

Net realized and unrealized gain (loss) 5.59 5.54 3.73 2.76 3.91

Total from investment operations 5.71 5.67 3.89 2.90 3.97

Less Distributions

From net investment income (.12) (.14) (.14) - (.06)

From net realized gain (.88) (1.03) (.37) (.13) (.12)

Total distributions (1.00) (1.17) (.51) (.13) (.18)

Net asset value, end of period $ 29.15 $ 24.44 $ 19.94 $ 16.56 $ 13.79

TOTAL RETURN A, E 24.25% 29.98% 24.14% 21.22% 39.72%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 9,005,129 $ 6,388,592 $ 4,107,868 $ 2,394,103 $ 877,000

Ratio of expenses to average net assets .67% .70% .71% .74% .72%

Ratio of expenses to average net assets .65% D .66% D .68% D .71% D .72%
after expense reductions

Ratio of net investment income to average .48% .62% .90% 1.33% 1.07%
net assets

Portfolio turnover 172% 201% 142% 178% 132%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

B NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

C FOR THE PERIOD JANUARY 3, 1995 (COMMENCEMENT OF OPERATIONS OF
INITIAL CLASS SHARES) TO DECEMBER 31, 1995.

D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES.

VIP GROWTH - INITIAL CLASS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Years ended December 31, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 44.87 $ 37.10 $ 31.14 $ 29.20 $ 21.69

Income from Investment Operations

Net investment income .07 B .08 B .20 B .22 .08

Net realized and unrealized gain (loss) 15.10 12.85 6.91 3.82 7.55

Total from investment operations 15.17 12.93 7.11 4.04 7.63

Less Distributions

From net investment income (.08) (.19) (.21) (.08) (.12)

From net realized gain (5.03) (4.97) (.94) (2.02) -

Total distributions (5.11) (5.16) (1.15) (2.10) (.12)

Net asset value, end of period $ 54.93 $ 44.87 $ 37.10 $ 31.14 $ 29.20

TOTAL RETURN A, D 37.44% 39.49% 23.48% 14.71% 35.36%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 17,142,411 $ 11,243,824 $ 7,727,132 $ 6,086,424 $ 4,162,702

Ratio of expenses to average net assets .66% .68% .69% .69% .70%

Ratio of expenses to average net assets .65% C .66% C .67% C .67% C .70%
after expense reductions

Ratio of net investment income to average .14% .21% .58% .81% .37%
net assets

Portfolio turnover 84% 123% 113% 81% 108%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

B NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

C FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES.

D TOTAL RETURNS DO NOT REFLECT CHARGES ATTRIBUTABLE TO YOUR INSURANCE
COMPANY'S SEPARATE ACCOUNT. INCLUSION OF THESE CHARGES WOULD REDUCE
THE TOTAL RETURNS SHOWN.

VIP OVERSEAS - INITIAL CLASS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Years ended December 31, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 20.06 $ 19.20 $ 18.84 $ 17.06 $ 15.67

Income from Investment Operations

Net investment income .24 C .23 C .30 C .32 C,D .17

Net realized and unrealized gain (loss) 7.95 2.13 1.70 1.88 1.34

Total from investment operations 8.19 2.36 2.00 2.20 1.51

Less Distributions

From net investment income (.31) (.38) (.33) (.20) (.06)

From net realized gain (.50) (1.12) (1.31) (.22) (.02)

In excess of net realized gain - - - - (.04)

Total distributions (.81) (1.50) (1.64) (.42) (.12)

Net asset value, end of period $ 27.44 $ 20.06 $ 19.20 $ 18.84 $ 17.06

TOTAL RETURN A, B 42.55% 12.81% 11.56% 13.15% 9.74%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 2,736,851 $ 2,074,843 $ 1,926,322 $ 1,667,601 $ 1,343,134

Ratio of expenses to average net assets .91% .91% .92% .93% .91%

Ratio of expenses to average net assets .87% E .89% E .90% E .92% E .91%
after expense reductions

Ratio of net investment income to average 1.10% 1.19% 1.55% 1.84% 1.88%
net assets

Portfolio turnover 78% 84% 67% 92% 50%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

B TOTAL RETURNS DO NOT REFLECT CHARGES ATTRIBUTABLE TO YOUR INSURANCE
COMPANY'S SEPARATE ACCOUNT. INCLUSION OF THESE CHARGES WOULD REDUCE
THE TOTAL RETURNS SHOWN.

C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

D INVESTMENT INCOME PER SHARE REFLECTS A SPECIAL DIVIDEND WHICH
AMOUNTED TO $.05 PER SHARE.

E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES.

VIP BALANCED - INITIAL CLASS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Years ended December 31, 1999 1998 1997 1996 1995 F

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 16.11 $ 14.58 $ 12.23 $ 11.17 $ 10.00

Income from Investment Operations

Net investment income .45 C .44 C .44 C .33 .14

Net realized and unrealized gain (loss) .24 2.00 2.22 .78 1.25

Total from investment operations .69 2.44 2.66 1.11 1.39

Less Distributions

From net investment income (.37) (.36) (.31) (.01) (.14)

From net realized gain (.43) (.55) - (.04) (.08)

Total distributions (.80) (.91) (.31) (.05) (.22)

Net asset value, end of period $ 16.00 $ 16.11 $ 14.58 $ 12.23 $ 11.17

TOTAL RETURN A, B 4.55% 17.64% 22.18% 9.98% 13.92%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 325,371 $ 307,681 $ 214,538 $ 103,110 $ 43,155

Ratio of expenses to average net assets .57% .59% .61% .72% 1.42% D

Ratio of expenses to average net assets .55% E .58% E .60% E .71% E 1.42%
after expense reductions

Ratio of net investment income to average 2.87% 2.94% 3.28% 3.63% 3.56%
net assets

Portfolio turnover 108% 94% 98% 163% 248%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

D FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.

E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES.

F FOR THE PERIOD JANUARY 3, 1995 (COMMENCEMENT OF OPERATIONS OF
INITIAL CLASS SHARES) TO DECEMBER 31, 1995.

VIP EQUITY-INCOME - INITIAL CLASS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Years ended December 31, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 25.42 $ 24.28 $ 21.03 $ 19.27 $ 15.35

Income from Investment Operations

Net investment income .41 B .38 B .36 B .35 .41

Net realized and unrealized gain (loss) 1.10 2.31 5.06 2.30 4.69

Total from investment operations 1.51 2.69 5.42 2.65 5.10

Less Distributions

From net investment income (.38) (.34) (.36) (.03) (.40)

From net realized gain (.84) (1.21) (1.81) (.86) (.78)

Total distributions (1.22) (1.55) (2.17) (.89) (1.18)

Net asset value, end of period $ 25.71 $ 25.42 $ 24.28 $ 21.03 $ 19.27

TOTAL RETURN A, D 6.33% 11.63% 28.11% 14.28% 35.09%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 11,014,291 $ 11,409,912 $ 10,106,742 $ 6,961,090 $ 4,879,435

Ratio of expenses to average net assets .57% .58% .58% .58% .61%

Ratio of expenses to average net assets .56% C .57% C .57% C .56% C .61%
after expense reductions

Ratio of net investment income to average 1.57% 1.58% 1.65% 1.97% 2.56%
net assets

Portfolio turnover 27% 28% 44% 186% 87%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

B NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

C FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES.

D TOTAL RETURNS DO NOT REFLECT CHARGES ATTRIBUTABLE TO YOUR INSURANCE
COMPANY'S SEPARATE ACCOUNT. INCLUSION OF THESE CHARGES WOULD REDUCE
THE TOTAL RETURNS SHOWN.

VIP GROWTH & INCOME - INITIAL CLASS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Years ended December 31, 1999 1998 1997 1996 G

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 16.15 $ 12.53 $ 9.90 $ 10.00

Income from Investment Operations

Net investment income .18 D .15 D .13 D .00

Net realized and unrealized gain (loss) 1.27 3.54 2.84 (.10)

Total from investment operations 1.45 3.69 2.97 (.10)

Less Distributions

From net investment income (.10) - (.08) -

From net realized gain (.20) (.07) (.26) -

Total distributions (.30) (.07) (.34) -

Net asset value, end of period $ 17.30 $ 16.15 $ 12.53 $ 9.90

TOTAL RETURN B, C 9.17% 29.59% 30.09% (1.00)%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 1,259,396 $ 1,141,806 $ 345,287 $ 990

Ratio of expenses to average net assets .60% .61% .70% 1.00% A, E

Ratio of expenses to average net assets .59% F .60% F .70% 1.00% A
after expense reductions

Ratio of net investment income to average 1.08% 1.08% 1.14% 3.89% A
net assets

Portfolio turnover 58% 66% 81% 0% A

</TABLE>

A ANNUALIZED

B THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

D NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

E FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.

F FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES.

G FOR THE PERIOD DECEMBER 31, 1996 (COMMENCEMENT OF OPERATIONS OF
INITIAL CLASS SHARES).

VIP ASSET MANAGER - INITIAL CLASS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Years ended December 31, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 18.16 $ 18.01 $ 16.93 $ 15.79 $ 13.79

Income from Investment Operations

Net investment income .59 C .59 C .57 C .63 .30

Net realized and unrealized gain (loss) 1.28 1.84 2.58 1.55 1.99

Total from investment operations 1.87 2.43 3.15 2.18 2.29

Less Distributions

From net investment income (.60) (.57) (.59) (.57) (.29)

From net realized gain (.76) (1.71) (1.48) (.47) -

Total distributions (1.36) (2.28) (2.07) (1.04) (.29)

Net asset value, end of period $ 18.67 $ 18.16 $ 18.01 $ 16.93 $ 15.79

TOTAL RETURN A, B 11.09% 15.05% 20.65% 14.60% 16.96%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 4,936,926 $ 4,905,468 $ 4,399,937 $ 3,641,194 $ 3,332,844

Ratio of expenses to average net assets .63% .64% .65% .74% .81%

Ratio of expenses to average net assets .62% D .63% D .64% D .73% D .79% D
after expense reductions

Ratio of net investment income to average 3.36% 3.46% 3.43% 3.60% 3.54%
net assets

Portfolio turnover 94% 113% 101% 168% 256%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

B TOTAL RETURNS DO NOT REFLECT CHARGES ATTRIBUTABLE TO YOUR INSURANCE
COMPANY'S SEPARATE ACCOUNT. INCLUSION OF THESE CHARGES WOULD REDUCE
THE TOTAL RETURNS SHOWN.

C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

D FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES.

VIP ASSET MANAGER: GROWTH - INITIAL CLASS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Years ended December 31, 1999 1998 1997 1996 1995 C

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 17.03 $ 16.36 $ 13.10 $ 11.77 $ 10.00

Income from Investment Operations

Net investment income .40 B .41 B .36 B .21 .10

Net realized and unrealized gain (loss) 2.04 2.19 2.92 2.08 2.20

Total from investment operations 2.44 2.60 3.28 2.29 2.30

Less Distributions

From net investment income (.41) (.34) - (.21) (.11)

From net realized gain (.68) (1.59) (.02) (.75) (.42)

Total distributions (1.09) (1.93) (.02) (.96) (.53)

Net asset value, end of period $ 18.38 $ 17.03 $ 16.36 $ 13.10 $ 11.77

TOTAL RETURN A, F 15.26% 17.57% 25.07% 20.04% 23.02%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 580,555 $ 528,874 $ 483,231 $ 253,024 $ 68,247

Ratio of expenses to average net assets .71% .73% .77% .87% 1.00% D

Ratio of expenses to average net assets .70% E .72% E .76% E .85% E 1.00%
after expense reductions

Ratio of net investment income to average 2.38% 2.60% 2.44% 2.63% 1.69%
net assets

Portfolio turnover 92% 98% 90% 120% 343%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

B NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

C FOR THE PERIOD JANUARY 3, 1995 (COMMENCEMENT OF OPERATIONS OF
INITIAL CLASS SHARES) TO DECEMBER 31, 1995.

D FMR AGREED TO REIMBURSE A PORTION OF THE CLASS' EXPENSES DURING THE
PERIOD. WITHOUT THIS REIMBURSEMENT, THE CLASS' EXPENSE RATIO WOULD
HAVE BEEN HIGHER.

E FMR OR THE FUND HAS ENTERED INTO VARYING ARRANGEMENTS WITH THIRD
PARTIES WHO EITHER PAID OR REDUCED A PORTION OF THE CLASS' EXPENSES.

VIP INVESTMENT GRADE BOND - INITIAL CLASS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Years ended December 31, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 12.960 $ 12.560 $ 12.240 $ 12.480 $ 11.020

Income from Investment Operations

Net investment income .743 B .725 B .759 B .670 .320

Net realized and unrealized gain (loss) (.873) .335 .291 (.290) 1.530

Total from investment operations (.130) 1.060 1.050 .380 1.850

Less Distributions

From net investment income (.510) (.590) (.730) (.620) (.390)

From net realized gain (.160) (.070) - - -

Total distributions (.670) (.660) (.730) (.620) (.390)

Net asset value, end of period $ 12.160 $ 12.960 $ 12.560 $ 12.240 $ 12.480

TOTAL RETURN A (1.05)% 8.85% 9.06% 3.19% 17.32%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 658,852 $ 674,813 $ 324,525 $ 228,594 $ 181,546

Ratio of expenses to average net assets .54% .57% .58% .58% .59%

Ratio of net investment income to average 6.07% 5.85% 6.34% 6.49% 6.53%
net assets

Portfolio turnover rate 87% 239% 191% 81% 182%

</TABLE>

A TOTAL RETURNS DO NOT REFLECT CHARGES ATTRIBUTABLE TO YOUR INSURANCE
COMPANY'S SEPARATE ACCOUNT. INCLUSION OF THESE CHARGES WOULD REDUCE
THE TOTAL RETURNS SHOWN.

B NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

VIP HIGH INCOME - INITIAL CLASS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Years ended December 31, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 11.530 $ 13.580 $ 12.520 $ 12.050 $ 10.750

Income from Investment Operations

Net investment income 1.095 C 1.111 C 1.124 C .927 .856

Net realized and unrealized gain (loss) (.195) (1.591) .936 .643 1.224

Total from investment operations .900 (.480) 2.060 1.570 2.080

Less Distributions

From net investment income (1.075) D (.970) D (.890) (.920) (.780)

From net realized gain (.030) D (.600) D (.110) (.180) -

In excess of net realized gain (.005) D - - - -

Total distributions (1.110) (1.570) (1.000) (1.100) (.780)

Net asset value, end of period $ 11.320 $ 11.530 $ 13.580 $ 12.520 $ 12.050

TOTAL RETURN A, B 8.25% (4.33)% 17.67% 14.03% 20.72%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 2,257,610 $ 2,348,954 $ 2,329,516 $ 1,588,822 $ 1,040,000

Ratio of expenses to average net assets .69% .70% .71% .71% .71%

Ratio of net investment income to average 9.80% 9.14% 8.88% 9.09% 9.32%
net assets

Portfolio turnover rate 82% 92% 118% 123% 132%

</TABLE>

A THE TOTAL RETURNS WOULD HAVE BEEN LOWER HAD CERTAIN EXPENSES NOT
BEEN REDUCED DURING THE PERIODS SHOWN.

B TOTAL RETURNS DO NOT REFLECT CHARGES ATTRIBUTABLE TO YOUR INSURANCE
COMPANY'S SEPARATE ACCOUNT. INCLUSION OF THESE CHARGES WOULD REDUCE
THE TOTAL RETURNS SHOWN.

C NET INVESTMENT INCOME PER SHARE HAS BEEN CALCULATED BASED ON AVERAGE
SHARES OUTSTANDING DURING THE PERIOD.

D THE AMOUNTS SHOWN REFLECT CERTAIN RECLASSIFICATIONS RELATED TO BOOK
TO TAX DIFFERENCES.

VIP MONEY MARKET - INITIAL CLASS

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Years ended December 31, 1999 1998 1997 1996 1995

SELECTED PER-SHARE DATA

Net asset value, beginning of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

Income from Investment Operations

Net interest income .050 .053 .053 .052 .057

Less Distributions

From net interest income (.050) (.053) (.053) (.052) (.057)

Net asset value, end of period $ 1.000 $ 1.000 $ 1.000 $ 1.000 $ 1.000

TOTAL RETURN A 5.17% 5.46% 5.51% 5.41% 5.87%

RATIOS AND SUPPLEMENTAL DATA

Net assets, end of period (000 omitted) $ 1,939,491 $ 1,507,489 $ 1,020,794 $ 1,126,155 $ 808,874

Ratio of expenses to average net assets .27% .30% .31% .30% .33%

Ratio of net interest income to average net 5.06% 5.33% 5.32% 5.28% 5.72%
assets

</TABLE>

A TOTAL RETURNS DO NOT REFLECT CHARGES ATTRIBUTABLE TO YOUR INSURANCE
COMPANY'S SEPARATE ACCOUNT. INCLUSION OF THESE CHARGES WOULD REDUCE
THE TOTAL RETURNS SHOWN.

ADDITIONAL INFORMATION ABOUT THE STANDARD & POOR'S 500 INDEX

"Standard & Poor's," "S&P," "S&P 500," "Standard & Poor's 500," and
"500" are trademarks of The McGraw-Hill Companies, Inc. and have been
licensed for use by Fidelity Distributors Corporation.

You can obtain additional information about the funds. The funds' SAI
includes more detailed information about each fund and its
investments. The SAI is incorporated herein by reference (legally
forms a part of the prospectus). Each fund's annual and semi-annual
reports include a discussion of the fund's holdings and recent market
conditions and the fund's investment strategies that affected
performance.

For a free copy of any of these documents or to request other
information or ask questions about a fund, call Fidelity at
1-888-622-3175.

The SAI, the funds' annual and semi-annual reports and other related
materials are available from the Electronic Data Gathering, Analysis,
and Retrieval (EDGAR) Database on the SEC's web site
(http://www.sec.gov). You can obtain copies of this information, after
paying a duplicating fee, by sending a request by e-mail to
[email protected] or by writing the Public Reference Section of the
SEC, Washington, D.C. 20549-0102. You can also review and copy
information about the funds, including the funds' SAI, at the SEC's
Public Reference Room in Washington, D.C. Call 1-202-942-8090 for
information on the operation of the SEC's Public Reference Room.

INVESTMENT COMPANY ACT OF 1940, FILE NUMBERS, 811-3329, 811-5511, AND
811-7205

Fidelity, Contrafund, and Fidelity Investments & (Pyramid) Design are
registered trademarks of FMR Corp.

Asset Manager and Asset Manager: Growth are service marks of FMR Corp.

The third party marks appearing above are the marks of their
respective owners.

The term "VIP" as used in this document refers to Fidelity Variable
Insurance Products.

1.717515.102 VIPINMC-pro- 0400