VARIABLE INSURANCE PRODUCTS FUND II
497, 2000-08-01
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SUPPLEMENT TO THE
FIDELITY(registered trademark) VARIABLE INSURANCE PRODUCTS SERVICE
CLASS II
INDEX 500 PORTFOLIO
APRIL 30, 2000
PROSPECTUS

ON JULY 10, 2000, THE SEC GRANTED BT A PERMANENT ORDER PERMITTING BT
AND ITS AFFILIATES TO CONTINUE TO PROVIDE INVESTMENT ADVISORY SERVICES
TO REGISTERED INVESTMENT COMPANIES. ACCORDINGLY, THE EIGHTH AND NINTH
PARAGRAPHS OF THE "FUND MANAGEMENT" SECTION ON PAGE 7 ARE DELETED.


SUPPLEMENT TO THE
FIDELITY(registered trademark) VARIABLE INSURANCE PRODUCTS INITIAL
CLASS
INDEX 500 PORTFOLIO
APRIL 30, 2000
PROSPECTUS

ON JULY 10, 2000, THE SEC GRANTED BT A PERMANENT ORDER PERMITTING BT
AND ITS AFFILIATES TO CONTINUE TO PROVIDE INVESTMENT ADVISORY SERVICES
TO REGISTERED INVESTMENT COMPANIES. ACCORDINGLY, THE EIGHTH AND NINTH
PARAGRAPHS OF THE "FUND MANAGEMENT" SECTION ON PAGE 7 ARE DELETED.


SUPPLEMENT TO THE
FIDELITY(registered trademark) VARIABLE INSURANCE PRODUCTS SERVICE
CLASS
INDEX 500 PORTFOLIO
JUNE 30, 2000
PROSPECTUS

ON JULY 10, 2000, THE SEC GRANTED BT A PERMANENT ORDER PERMITTING BT
AND ITS AFFILIATES TO CONTINUE TO PROVIDE INVESTMENT ADVISORY SERVICES
TO REGISTERED INVESTMENT COMPANIES. ACCORDINGLY, THE EIGHTH AND NINTH
PARAGRAPHS OF THE "FUND MANAGEMENT" SECTION ON PAGE 8 ARE DELETED.


SUPPLEMENT TO THE FIDELITY(registered trademark) VARIABLE INSURANCE
PRODUCTS SERVICE CLASS 2
APRIL 30, 2000 PROSPECTUS

The following information replaces similar information found under the
heading "Investment Objective" for VIP Balanced Portfolio in the
"Investment Summary" section on page 5.

VIP BALANCED PORTFOLIO seeks income and capital growth consistent with
reasonable risk.

The following information replaces similar information for VIP
Balanced - Initial Class found under the heading "Average Annual
Returns" in the "Performance" section on page 14.

<TABLE>
<CAPTION>
For the periods ended    Past 1 year  Past 5 years  Past 10 years/ Life of class
December 31, 1999

<S>                      <C>          <C>           <C>
Fidelity Balanced 60/40   12.00%      n/a            20.12%C
Composite Index

</TABLE>

C FROM JANUARY 3, 1995.

The following information replaces the second paragraph following the
"Average Annual Returns" table in the "Performance" section on page
15.

Fidelity Balanced 60/40 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
Standard & Poor's 500 Index (S&P 500(registered trademark)), and bond
- the Lehman Brothers Aggregate Bond Index. The index weightings of
the composite index are rebalanced monthly.

The following information replaces similar information found under the
heading "Investment Objective" for VIP Balanced Portfolio in the
"Investment Details" section on page 19.

VIP BALANCED PORTFOLIO seeks income and capital growth consistent with
reasonable risk.

The following information replaces the third paragraph found under the
heading "Principal Investment Strategies" for VIP Balanced Portfolio
in the "Investment Details" section beginning on page 19.

FMR is not constrained by any particular investment style. With
respect to the fund's equity investments, 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
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.

The following information replaces similar information found under the
heading "Fundamental Investment Policies" for VIP Balanced Portfolio
in the "Investment Details" section on page 26.

VIP BALANCED PORTFOLIO seeks income and capital growth consistent with
reasonable risk.

ON JULY 10, 2000, THE SEC GRANTED BT A PERMANENT ORDER PERMITTING BT
AND ITS AFFILIATES TO CONTINUE TO PROVIDE INVESTMENT ADVISORY SERVICES
TO REGISTERED INVESTMENT COMPANIES. ACCORDINGLY, THE EIGHTH AND NINTH
PARAGRAPHS OF THE "FUND MANAGEMENT" SECTION ON PAGE 28 ARE DELETED.

SUPPLEMENT TO THE FIDELITY(registered trademark) VARIABLE INSURANCE
PRODUCTS INITIAL CLASS
APRIL 30, 2000 PROSPECTUS

The following information replaces similar information found under the
heading "Investment Objective" for VIP Balanced Portfolio in the
"Investment Summary" section on page 5.

VIP BALANCED PORTFOLIO seeks income and capital growth consistent with
reasonable risk.

The following information replaces similar information for VIP
Balanced - Initial Class found under the heading "Average Annual
Returns" in the "Performance" section on page 13.

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

Fidelity Balanced 60/40   12.00%      n/a            20.12%C
Composite Index

</TABLE>

C FROM JANUARY 3, 1995.

The following information replaces the second paragraph following the
"Average Annual Returns" table in the "Performance" section on page
14.

Fidelity Balanced 60/40 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
Standard & Poor's 500 Index (S&P 500(registered trademark)), and bond
- the Lehman Brothers Aggregate Bond Index. The index weightings of
the composite index are rebalanced monthly.

The following information replaces similar information found under the
heading "Investment Objective" for VIP Balanced Portfolio in the
"Investment Details" section on page 19.

VIP BALANCED PORTFOLIO seeks income and capital growth consistent with
reasonable risk.

The following information replaces the third paragraph found under the
heading "Principal Investment Strategies" for VIP Balanced Portfolio
in the "Investment Details" section beginning on page 19.

FMR is not constrained by any particular investment style. With
respect to the fund's equity investments, 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
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.

The following information replaces similar information found under the
heading "Fundamental Investment Policies" for VIP Balanced Portfolio
in the "Investment Details" section on page 26.

VIP BALANCED PORTFOLIO seeks income and capital growth consistent with
reasonable risk.

ON JULY 10, 2000, THE SEC GRANTED BT A PERMANENT ORDER PERMITTING BT
AND ITS AFFILIATES TO CONTINUE TO PROVIDE INVESTMENT ADVISORY SERVICES
TO REGISTERED INVESTMENT COMPANIES. ACCORDINGLY, THE EIGHTH AND NINTH
PARAGRAPHS OF THE "FUND MANAGEMENT" SECTION ON PAGE 28 ARE DELETED.


SUPPLEMENT TO THE FIDELITY(registered trademark) VARIABLE INSURANCE
PRODUCTS INITIAL CLASS
APRIL 30, 2000 PROSPECTUS

The following information replaces similar information found under the
heading "Investment Objective" for VIP Balanced Portfolio in the
"Investment Summary" section on page 4.

VIP BALANCED PORTFOLIO seeks income and capital growth consistent with
reasonable risk.

The following information replaces similar information for VIP
Balanced - Initial Class found under the heading "Average Annual
Returns" in the "Performance" section on page 12.

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

Fidelity Balanced 60/40   12.00%      n/a            20.12%B
Composite Index

B FROM JANUARY 3, 1995.

The following information replaces the second paragraph following the
"Average Annual Returns" table in the "Performance" section on page
13.

Fidelity Balanced 60/40 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
Standard & Poor's 500 Index (S&P 500(registered trademark)), and bond
- the Lehman Brothers Aggregate Bond Index. The index weightings of
the composite index are rebalanced monthly.

The following information replaces similar information found under the
heading "Investment Objective" for VIP Balanced Portfolio in the
"Investment Details" section on page 18.

VIP BALANCED PORTFOLIO seeks income and capital growth consistent with
reasonable risk.

The following information replaces the third paragraph found under the
heading "Principal Investment Strategies" for VIP Balanced Portfolio
in the "Investment Details" section on page 18.

FMR is not constrained by any particular investment style. With
respect to the fund's equity investments, 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
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.

The following information replaces similar information found under the
heading "Fundamental Investment Policies" for VIP Balanced Portfolio
in the "Investment Details" section on page 24.

VIP BALANCED PORTFOLIO seeks income and capital growth consistent with
reasonable risk.

ON JULY 10, 2000, THE SEC GRANTED BT A PERMANENT ORDER PERMITTING BT
AND ITS AFFILIATES TO CONTINUE TO PROVIDE INVESTMENT ADVISORY SERVICES
TO REGISTERED INVESTMENT COMPANIES. ACCORDINGLY, THE EIGHTH AND NINTH
PARAGRAPHS OF THE "FUND MANAGEMENT" SECTION ON PAGE 27 ARE DELETED.

SUPPLEMENT TO THE FIDELITY(registered trademark) VARIABLE INSURANCE
PRODUCTS SERVICE CLASS
APRIL 30, 2000 PROSPECTUS

The following information replaces similar information found under the
heading "Investment Objective" for VIP Balanced Portfolio in the
"Investment Summary" section on page 4.

VIP BALANCED PORTFOLIO seeks income and capital growth consistent with
reasonable risk.

The following information replaces similar information for VIP
Balanced - Service Class found under the heading "Average Annual
Returns" in the "Performance" section on page 11.

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

Fidelity Balanced 60/40   12.00%       16.64%B
Composite Index

B FROM NOVEMBER 3, 1997.

The following information replaces the second paragraph following the
"Average Annual Returns" table in the "Performance" section on page
12.

Fidelity Balanced 60/40 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
Standard & Poor's 500 Index (S&P 500(registered trademark)), and bond
- the Lehman Brothers Aggregate Bond Index. The index weightings of
the composite index are rebalanced monthly.

The following information replaces similar information found under the
heading "Investment Objective" for VIP Balanced Portfolio in the
"Investment Details" section on page 16.

VIP BALANCED PORTFOLIO seeks income and capital growth consistent with
reasonable risk.

The following information replaces the third paragraph found under the
heading "Principal Investment Strategies" for VIP Balanced Portfolio
in the "Investment Details" section on page 16.

FMR is not constrained by any particular investment style. With
respect to the fund's equity investments, 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
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.

The following information replaces similar information found under the
heading "Fundamental Investment Policies" for VIP Balanced Portfolio
in the "Investment Details" section on page 21.

VIP BALANCED PORTFOLIO seeks income and capital growth consistent with
reasonable risk.

SUPPLEMENT TO THE
FIDELITY(registered trademark) VARIABLE INSURANCE PRODUCTS:
MONEY MARKET PORTFOLIO, HIGH INCOME PORTFOLIO, EQUITY-INCOME
PORTFOLIO, GROWTH PORTFOLIO, OVERSEAS PORTFOLIO, INVESTMENT GRADE BOND
PORTFOLIO, ASSET MANAGERSM PORTFOLIO, ASSET MANAGER: GROWTH(registered
trademark) PORTFOLIO, INDEX 500 PORTFOLIO, CONTRAFUND(registered
trademark) PORTFOLIO, BALANCED PORTFOLIO, GROWTH & INCOME PORTFOLIO,
GROWTH OPPORTUNITIES PORTFOLIO, AND MID CAP PORTFOLIO
FUNDS OF VARIABLE INSURANCE PRODUCTS FUND, VARIABLE INSURANCE PRODUCTS
FUND II, AND VARIABLE INSURANCE PRODUCTS FUND III
INITIAL CLASS, SERVICE CLASS, AND SERVICE CLASS 2
STATEMENT OF ADDITIONAL INFORMATION
APRIL 30, 2000

   THE FOLLOWING INFORMATION REPLACES FUNDAMENTAL INVESTMENT
LIMITATION (1) FOUND IN THE "INVESTMENT POLICIES AND LIMITATIONS"
SECTION ON PAGE 3.

   (1) (for VIP Balanced Portfolio, VIP Growth & Income Portfolio, and
VIP Growth Opportunities Portfolio) with respect to 75% of the fund's
total assets, purchase the securities of any issuer (other than
securities issued or guaranteed by the U.S. Government or any of its
agencies or instrumentalities, or securities of other investment
companies) if, as a result, (a) more than 5% of the fund's total
assets would be invested in the securities of that issuer, or (b) the
fund would hold more than 10% of the outstanding voting securities of
that issuer;

   THE FOLLOWING INFORMATION REPLACES FUNDAMENTAL INVESTMENT
LIMITATIONS (4) AND (5) FOR VIP BALANCED PORTFOLIO,VIP GROWTH & INCOME
PORTFOLIO, VIP GROWTH OPPORTUNITIES PORTFOLIO, AND VIP MID CAP
PORTFOLIO FOUND IN THE "INVESTMENT POLICIES AND LIMITATIONS" SECTION
ON PAGE 4.

   (4) underwrite securities issued by others, except to the extent
that the fund may be considered an underwriter within the meaning of
the Securities Act of 1933 in the disposition of restricted securities
or in connection with investments in other investment companies;

   (5) purchase the securities of any issuer (other than securities
issued or guaranteed by the U.S. Government or any of its agencies or
instrumentalities, or securities of other investment companies) if, as
a result, more than 25% of the fund's total assets would be invested
in the securities of companies whose principal business activities are
in the same industry;

THE FOLLOWING INFORMATION SUPPLEMENTS THE SIMILAR INFORMATION FOUND IN
THE "TRUSTEES AND OFFICERS" SECTION BEGINNING ON PAGE 58.

MARIE L. KNOWLES (53), Member of the Advisory Board (2000). Beginning
in 1972, Ms. Knowles served in various positions with Atlantic
Richfield Company (ARCO) (diversified energy) including Executive Vice
President and Chief Financial Officer (1996-2000); Director
(1996-1998); and Senior Vice President (1993-1996). In addition, Ms.
Knowles served as President of ARCO Transportation Company
(1993-1996). She currently serves as a Director of Phelps Dodge
Corporation (copper mining and manufacturing), URS Corporation
(multidisciplinary engineering, 1999), and America West Holdings
Corporation (aviation and travel services, 1999). Ms. Knowles also
serves as a member of the National Board of the Smithsonian
Institution and she is a trustee of the Brookings Institution.

DAVID L. MURPHY (52), is Vice President of VIP Investment Grade Bond
(2000). He serves as Vice President of Fidelity's Taxable Bond Funds
(2000), Group Leader of Fidelity's Taxable Bond Group (2000), and Vice
President of FMR (1998). Mr. Murphy joined Fidelity in 1989 as a
manager of fixed-income funds.

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"TRUSTEES AND OFFICERS" SECTION BEGINNING ON PAGE 58.

DWIGHT D. CHURCHILL (46), is Vice President of VIP Money Market (2000)
and VIP Investment Grade Bond. He serves as President of Fidelity's
Fixed-Income Division (2000), Vice President of Fidelity's Money
Market Funds (2000), Vice President of Fidelity's Bond Funds, Senior
Vice President of FMR (1997), and Vice President of FIMM (1998). Mr.
Churchill joined Fidelity in 1993 as Vice President and Group Leader
of Taxable Fixed-Income Investments.

THE FOLLOWING INFORMATION HAS BEEN REMOVED FROM THE "TRUSTEES AND
OFFICERS" SECTION BEGINNING ON PAGE 58.

MATTHEW N. KARSTETTER (38), is Deputy Treasurer of VIP Money Market,
VIP High Income, VIP Equity-Income, VIP Growth, VIP Overseas ,VIP
Investment Grade Bond, VIP Asset Manager, VIP Asset Manager: Growth,
VIP Index 500, VIP Contrafund, VIP Balanced, VIP Growth & Income, VIP
Growth Opportunities (1998) and VIP Mid Cap. He also serves as Deputy
Treasurer of other Fidelity funds (1998) and is an employee of FMR
(1998). Before joining FMR, Mr. Karstetter served as Vice President of
Investment Accounting and Treasurer of IDS Mutual Funds at American
Express Financial Advisors (1996-1998). Prior to 1996, Mr. Karstetter
was Vice President, Mutual Fund Services at State Street Bank & Trust
(1991-1996).

THE FOLLOWING INFORMATION REPLACES SIMILAR INFORMATION FOUND IN THE
"MANAGEMENT CONTRACTS" SECTION ON PAGE 71.

On behalf of VIP Overseas, for providing discretionary investment
management and executing portfolio transactions, the sub-advisers are
compensated as follows:

(small solid bullet) FMR pays FMR U.K. and FMR Far East a fee equal to
50% of its monthly management fee with respect to the fund's average
net assets managed by the sub-adviser on a discretionary basis.

(small solid bullet) FMR pays FIIA a fee equal to 57% of its monthly
management fee with respect to the fund's average net assets managed
by the sub-adviser on a discretionary basis.

(small solid bullet) FIIA pays FIIA(U.K.)L a fee equal to a percentage
of the fund's monthly average net assets managed by FIIA(U.K.)L on a
discretionary basis. The fee rate is based on the monthly average net
assets managed by FIIA(U.K.)L on behalf of FIIA pursuant to
sub-advisory arrangements less any assets managed by FIIA(U.K.)L on
behalf of FIIA on which a reduction is applicable to the sub-advisory
fee paid to FIIA(U.K.)L (Average Group Assets). The fee rate is
calculated on a cumulative basis pursuant to the graduated fee rate
schedule below.

  Average Group Assets        Annualized Fee Rate

   from $0 - $500 million     0.30%

   $500 million - $1 billion  0.25%

  over $1 billion             0.20%

FIIA(U.K.)L's fee will not exceed 50% of the fee that FIIA receives
from FMR for services provided on behalf of the fund.




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