EMPIRE FIDELITY INVESTMENTS VARIABLE ANNUITY ACCOUNT A
497, 1997-10-23
Previous: EMPIRE FIDELITY INVESTMENTS VARIABLE ANNUITY ACCOUNT A, 497, 1997-10-23
Next: INSCI CORP, SC 13G, 1997-10-23


 
 
PROSPECTUS
  
1.INCOME ADVANTAGE
  
This prospectus describes a single premium immediate variable annuity
contract (the "Contract") offered by Empire Fidelity Investments Life
Insurance Company ("EFILI," "we" or "us"), the insurance company that
is part of the group of financial service companies known as Fidelity
Investments. Under the Contract, we provide lifetime annuity income to
you (the "Annuitant") at regular intervals (the "Annuity Income
Dates"). You choose the first Annuity Income Date, which may be up to
one year from the day we issue the Contract (the "Contract Date"), and
whether you want the Annuity Income Dates to be monthly, quarterly,
semi-annual or annual. Annuity income can be for your lifetime, or for
your lifetime and the lifetime of a second person you name (the "Joint
Annuitant"). You may choose a guaranteed minimum number of years of
annuity income.
There are three types of Contracts. You may purchase a "Non-qualified
Contract" with money from any source. In addition, you may purchase a
"Qualified Contract" that is an Individual Retirement Annuity with
contributions rolled-over from tax-qualified plans such as 403(b)
plans, 401(k) plans, or IRAs. You may also arrange with your employer
to purchase a "Tax-Sheltered Annuity Contract" using money from a
403(b) tax-sheltered annuity plan. 
You purchase a Contract with a single payment (the "Purchase
Payment"). You may not make additional purchase payments. The minimum
Purchase Payment for a Contract is generally $25,000. You allocate
your Purchase Payment between fixed and variable annuity income. You
may choose all fixed annuity income, all variable annuity income, or a
combination of the two. If you allocate all or a portion to variable
annuity income, you may choose one or more of the thirteen Investment
Options of the Empire Fidelity Investments Variable Annuity Account A
(the "Variable Account"). Amounts allocated to the Investment Options
will result in annuity income that varies in amount according to the
investment results of the Investment Options. The Investment Options
invest in the mutual fund portfolios ("Portfolios") of Variable
Insurance Products Fund, Variable Insurance Products Fund II, and
Variable Insurance Products Fund III (the "Fidelity Funds"). Fidelity
Management & Research Company ("FMR") manages the Fidelity Funds. Also
The variable Subaccounts also invest in the mutual fund portfolios of
corresponding portfolios of other eligible funds (the "Other Funds")
All mutual fund portfolios available in this prospectus are
collectively known as ("The Funds"). Additional Investment Options may
be added in the future.
For a Non-qualified Contract, the portion of annuity income that is
considered a return of the Purchase Payment will generally be
non-taxable, and the portion of annuity income that is considered a
distribution of earnings will generally be taxable. For Qualified
Contracts and Tax-Sheltered Annuity Contracts the entire amount of
annuity income each year will generally be taxable. For a more
detailed discussion of the tax treatment of annuity income, see TAX
CONSIDERATIONS on page .
The portion of your Purchase Payment that you allocate to the
Investment Options will be allocated to the Money Market Investment
Option for a brief initial period. This "Money Market Period" ends on
the day that EFILI estimates or calculates to be ten days after you
receive your Contract. For most Contracts, EFILI estimates that you
receive your Contract five days after it is mailed to you. For
Contracts with large Purchase Payments, EFILI may determine the actual
date you receive your Contract.
This prospectus provides information that you should know before
purchasing a Contract. Additional information about the Contract and
the Variable Account has been filed with the Securities and Exchange
Commission in a Statement of Additional Information dated August 29,
1997. The Statement of Additional Information is incorporated by
reference in this prospectus and is available without charge by
calling EFILI at 800-544-2442. The table of contents of the Statement
of Additional Information appears on page .
LIKE ALL VARIABLE ANNUITIES, THESE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE. IT IS
NOT VALID UNLESS ACCOMPANIED BY THE CURRENT PROSPECTUS FOR THE MONEY
MARKET OR ANY OTHER FUNDS AVAILABLE IN THE CONTRACT.
FOR FURTHER INFORMATION CALL FIDELITY INVESTMENTS
Nationally  1-800-544-2442
Date: August 29, 1997
PROSPECTUS CONTENTS
 
GLOSSARY  
Summary of the Contract  
FACTS ABOUT EFILI, THE VARIABLE ACCOUNT AND THE FUNDS
EFILI  
The Variable Account  
The Funds  
FACTS ABOUT THE CONTRACT
Purchase of a Contract  
Free Look Privilege  
Investment Allocation of Your Purchase Payment  
Charges  
Annuity Income Dates  
Signature Guarantee  
Death Benefit  
Fixed, Variable or Combination Annuity Income  
Benchmark Rate of Return  
Types of Annuity Income Options  
Guaranteed Period  
Reports  
MORE ABOUT THE CONTRACT
Tax Considerations  
OTHER CONTRACT PROVISIONS
Selling the Contracts  
Postponement of Benefits  
MORE ABOUT THE VARIABLE ACCOUNT AND THE FUNDS
Changes in Investment Options  
Net Rate of Return for an Investment Option  
Voting Rights  
Resolving Material Conflicts  
Performance  
Litigation  
Appendix - Illustrations of Values  
Table of Contents of the Statement of Additional Information  
THE CONTRACT IS NOT AVAILABLE IN ALL STATES. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY
NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS.
  
2.GLOSSARY
  
ANNUITANT - You are the Annuitant. You receive lifetime income. For
Qualified Contracts and Tax-Sheltered Annuity Contracts all annuity
income must be received only by you during your lifetime. Either you
or the Joint Annuitant generally must be no older than 85 years of age
on the Contract Date. You must also be an Owner.
ANNUITY INCOME DATES - The dates we determine the amount of annuity
income. If the New York Stock Exchange is closed on an Annuity Income
Date, we will determine the amount of annuity income on the next day
it is open. You choose whether you want Annuity Income Dates to be
monthly, quarterly, semi-annual or annual.
ANNUITY INCOME UNIT - A unit of measure used to calculate the amount
of variable annuity income.
BENCHMARK RATE OF RETURN - The return that is assumed in the
calculation of each amount of variable annuity income. The Benchmark
Rate of Return applies only to the variable income portion of the
Contract.
The estimated first annuity income amount is calculated assuming that
the Investment Options will earn the Benchmark Rate of Return you
choose. If the performance (after all expenses) of the Investment
Options you choose matches the benchmark, annuity income will stay
constant. If the performance exceeds the benchmark, annuity income
will increase. If performance falls below the benchmark, annuity
income will decrease.
If you choose a higher benchmark, annuity income will start at a
higher amount but you will need better investment performance in order
to keep annuity income from declining.
You will be able to choose a Benchmark Rate of Return of 3.5% or 5.0%.
We may make other rates available, as permitted by state law.
BENEFICIARY(IES) - The person(s) who may receive certain benefits
under this Contract when there is no longer a living Annuitant or
Joint Annuitant.
CODE - The Internal Revenue Code of 1986, as amended.
CONTRACT - A Contract designed to provide you and the Joint Annuitant
(if any) with annuity income for your life (or lives) beginning with
the first Annuity Income Date.
CONTRACT DATE - The date your Contract becomes effective. This will be
stated in your Contract.
   FUNDS     - Variable Insurance Products Fund, Variable Insurance
Products Fund II, Variable Insurance Products Fund III and Other Funds
available in the Contract.
   INVESTMENT OPTIONS     - The Subaccounts and the Guaranteed
Account.
IRA - Refers generally to both an Individual Retirement Account and an
Individual Retirement Annuity as defined in Sections 408(a) and (b),
respectively, of the Code. When it is used to refer to a Qualified
Contract, it means a Contract that qualifies as an Individual
Retirement Annuity as defined in Section 408(b) of the Code.
JOINT ANNUITANT - The Joint Annuitant (if any), receives lifetime
annuity income. However, for Qualified Contracts and Tax-Sheltered
Annuity Contracts, all annuity income must be received only by the
Annuitant during the Annuitant's lifetime. Either the Annuitant or the
Joint Annuitant generally must be no older than 85 years of age on the
Contract Date. For Non-qualified Contracts the Joint Annuitant may,
but need not be, an Owner. For Qualified Contracts and Tax-Sheltered
Annuity Contracts the Joint Annuitant may not be an Owner.
NET RATE OF RETURN - An index used to measure the investment
performance of an Investment Option from one Valuation Period to the
next.
NON-QUALIFIED CONTRACT - A Contract other than a Qualified Contract or
Tax-Sheltered Annuity Contract. This type of Contract may be purchased
with money from any source.
OWNER(S) - The person(s) who have certain rights under the Contract.
You (the Annuitant) must be an Owner. If there is a Joint Annuitant,
he or she may also be an Owner (except for a Qualified Contract or
Tax-Sheltered Annuity Contract, where only one Owner is permitted).
The Joint Annuitant is never required to be an Owner. Only you and the
Joint Annuitant (if any), may ever be Owners.
PORTFOLIO - An investment portfolio of a Fund.
QUALIFIED CONTRACT - A Contract that qualifies as an Individual
Retirement Annuity under Section 408(b) of the Code.
TAX-SHELTERED ANNUITY CONTRACT - A Contract purchased with money in a
tax-sheltered annuity under section 403(b) of the Code.
VALUATION PERIOD - The period of time from the time Annuity Income
Unit values are calculated to the next time such values are
calculated. These calculations are made as of the close of business
(normally 4:00 p.m. Eastern Time) each day the New York Stock Exchange
is open for trading.
VARIABLE ACCOUNT - Empire Fidelity Investments Variable Annuity
Account A.
YOU - The Annuitant. The Annuitant is always an Owner.
 
THIS PAGE INTENTIONALLY LEFT BLANK
  
3.SUMMARY OF THE CONTRACT
  
The purpose of this variable annuity contract is to provide periodic
annuity income for your life, or for your life and the life of a Joint
Annuitant. You may select from a number of annuity income options. You
may also choose a guaranteed minimum number of years of annuity
income. See TYPES OF ANNUITY INCOME OPTIONS on page . You may choose
annuity income that is entirely fixed, entirely variable, or a
combination of fixed and variable. See FIXED, VARIABLE OR COMBINATION
ANNUITY INCOME on page . We guarantee to provide annuity income for
each Annuity Income Date for your lifetime and for the lifetime of the
Joint Annuitant (if any). We guarantee the amount of fixed annuity
income on each Annuity Income Date, but we do not guarantee the amount
of any variable annuity income. Neither do we guarantee any minimum
number of Annuity Income Dates, unless you choose an option that
provides for such a guarantee. The amount of variable annuity income
will fluctuate from one Annuity Income Date to the next according to
the investment results of the Investment Options you select. The
Investment Options invest in mutual fund portfolios that are managed
by Fidelity Management & Research Company ("FMR"), Morgan Stanley
Asset Management Inc., ("Morgan Stanley"), Pilgrim Baxter &
Associates, Ltd. or Newbold's Asset Management, Inc., ("PBHG"), Strong
Capital Management, Inc. ("Strong")    and Warburg Pincus Asset
Management, Inc. ("Warburg Pincus").    
You purchase the Contract with a single Purchase Payment. The minimum
Purchase Payment is generally $25,000. EFILI reserves the right to
reject Purchase Payments in excess of limits it establishes from time
to time. You allocate your Purchase Payment between variable and fixed
annuity income on your application. This allocation may not be
changed. The portion of your Purchase Payment allocated to variable
annuity income will be placed in the Money Market Investment Option
during the Money Market Period, and you may currently reallocate among
the variable Investment Options at any time after the end of the Money
Market Period.
You may return the Contract for a refund during the free look period
(see FREE LOOK PRIVILEGE on page ). ONCE THE FREE LOOK PERIOD EXPIRES,
THE CONTRACT MAY NOT BE RETURNED FOR A REFUND. If neither you nor the
Joint Annuitant survives to the first Annuity Income Date, the
Contract will be canceled and we will make a refund equal to your
Purchase Payment to your Beneficiary or Beneficiaries. See DEATH
BENEFIT on page .
There are three types of Contracts. You may purchase a Non-qualified
Contract with money from any source. In addition, you may purchase a
Qualified Contract that is an Individual Retirement Annuity with
contributions rolled-over from tax-qualified plans such as 403(b)
plans, 401(k) plans, or IRAs. You may also arrange with your employer
to purchase a Tax-Sheltered Annuity Contract using money from a 403(b)
tax-sheltered annuity plan.
Under the Contract, we will distribute lifetime annuity income to you
or to you and the Joint Annuitant. The Federal income tax laws have a
special requirement for Qualified and Tax-Sheltered Annuity Contracts
that have a Joint Annuitant. For these Contracts, during your lifetime
annuity income can be payable only to you.
You are an Owner of the Contract. The Joint Annuitant will also be an
Owner if so named on the application, except that for Qualified
Contracts and Tax-Sheltered Annuity Contracts you must be the only
Owner.
There are currently twenty-eight variable Subaccounts. Five
Subaccounts invest in the shares of one of the mutual fund portfolios
of Variable Insurance Products Fund. The Variable Insurance Products
Fund currently offers a Money Market Portfolio, High Income Portfolio,
Equity-Income Portfolio, Growth Portfolio and Overseas Portfolio. Five
Subaccounts invest exclusively in shares of one of the mutual fund
portfolios of Variable Insurance Products Fund II. The Variable
Insurance Products Fund II currently offers an Investment Grade Bond
Portfolio, Asset Manager Portfolio, Index 500 Portfolio, Asset
Manager: Growth Portfolio and Contrafund Portfolio. Three Subaccounts
invest exclusively in shares of one of the mutual fund portfolios of
Variable Insurance Products Fund III. The Variable Insurance Products
Fund III currently offers a Growth & Income Portfolio, Balanced
Portfolio, and Growth Opportunities Portfolio. The remaining
subaccounts invest in shares of one of the mutual fund portfolios of
Morgan Stanley, PBHG, Strong or Warburg Pincus. 
We intend this summary to provide only an overview of the more
significant aspects of the Contract. You will find more detailed
information in the rest of this prospectus and in the Contract. Please
retain the Contract together with its attached application. Together
they are the entire agreement between you and EFILI.
  
4.FEE TABLE
This information is intended to help you understand the various costs
and expenses that a Contract will bear directly or indirectly. It
reflects expenses of the Variable Account as well as the Portfolios.
The tables below do not reflect any deductions for taxes. Any
applicable premium taxes are deducted from a Contract on the Contract
Date. See CHARGES on page  of this prospectus for additional
information.
CONTRACT EXPENSES
NONE
SEPARATE ACCOUNT ANNUAL EXPENSES
(as a percentage of Portfolio average net assets)
 Mortality and Expense Risk Charge        0.75%
 Account Fees and Expenses:
   Administrative Charge .                0.25%
 Total Separate Account Annual Expenses   1.00%
PORTFOLIO ANNUAL EXPENSES
(as a percentage of Portfolio average net assets)
                    MANAGEMENT OTHER     TOTAL ANNUAL
                          FEES EXPENSES  EXPENSES 
FIDELITY 
ASSET MANAGER            0.64% 0.10%     0.74%1
MONEY MARKET             0.21% 0.09%     0.30%
INVESTMENT GRADE BOND    0.45% 0.13%     0.58%
HIGH INCOME              0.59% 0.12%     0.71%
EQUITY-INCOME            0.51% 0.07%     0.58%1
INDEX 500                0.13% 0.15%     0.28%2
GROWTH                   0.61% 0.08%     0.69%1
OVERSEAS                 0.76% 0.17%     0.93%1
ASSET MANAGER: GROWTH    0.65% 0.22%     0.87%1
CONTRAFUND               0.61% 0.13%     0.74%1
GROWTH OPPORTUNITIES     0.61% 0.16%     0.77%1
BALANCED                 0.48% 0.24%     0.72%1
GROWTH & INCOME          0.64% 0.10%     0.74%1
MORGAN STANLEY 
EMERGING MARKETS DEBT    0.80% 0.50%     1.30%3
EMERGING MARKETS EQUITY  1.25% 0.50%     1.75%3
GLOBAL EQUITY            0.80% 0.35%     1.15%3
INTERNATIONAL MAGNUM     0.80% 0.35%     1.15%3
PBHG 
SELECT 20                0.61% 0.59%     1.20%4
GROWTH II                0.85% 0.30%     1.15%4
LARGE CAP VALUE          0.41% 0.59%     1.00%4
SMALL CAP VALUE          0.77% 0.43%     1.20%4
TECHNOLOGY & 
COMMUNICATIONS           0.61% 0.59%     1.20%4
STRONG 
DISCOVERY FUND II        1.00% 0.21%     1.21%
GROWTH FUND II           1.00% 0.20%     1.20%5
OPPORTUNITY FUND II      1.00% 0.20%     1.20%
WARBURG PINCUS 
INTERNATIONAL EQUITY     0.96% 0.40%     1.36%6
POST-VENTURE CAPITAL     0.62% 0.78%     1.40%7
SMALL COMPANY GROWTH     0.90% 0.26%     1.16%6
1) A portion of the brokerage commissions that certain Funds pay was
used to reduce Funds expenses. In addition, certain Funds have entered
into arrangements with their custodian and transfer agent whereby
interest earned on uninvested cash balances was used to reduce
custodian and transfer agent expenses. Including these reductions, the
total operating expenses presented in the table would have been .56%
for Equity-Income Portfolio, .67% for Growth Portfolio, .92% for
Overseas Portfolio, .73% for Asset Manager Portfolio, .71% for
Contrafund Portfolio, .85% for Asset Manager: Growth Portfolio, .76%
for Growth Opportunities Portfolio, and .71% for Balanced Portfolio.
2) FMR agreed to reimburse a portion of Index 500 Portfolio's expenses
during the period. Without this reimbursement, the Fund's management
fee, other expenses and total expenses would have been .28%, .15% and
 .43%, respectively.
3) Morgan Stanley Asset Management, Inc. with respect to the
Portfolios, has voluntarily waived receipt of its management fees and
agreed to reimburse the Portfolio, if necessary, if such fees would
cause the total annual operating expenses of the Portfolio to exceed
the respective percentage of average daily net assets.
4) Pilgrim Baxter & Associates, Ltd. (the "Adviser") has voluntarily
agreed to waive or limit its Advisory Fees or assume Other Expenses in
an amount that operates to limit Total Operating Expenses of the
Portfolios to not more than of the 1.20% of the average daily net
assets of the Growth II, Small Cap Value, Technology & Communications
and Select 20 Portfolios and to not more than 1.00% of the average
daily net assets of the Large Cap Value Portfolio, through December
31, 1997. Total Operating Expenses include, but are not limited to,
expenses such as investment advisory fees, transfer agent fees and
legal fees. Such waivers of Advisory fees and possible assumptions of
Other Expenses by the Adviser is subject to a possible reimbursement
by the Portfolios in future years if such reimbursement can be
achieved within foregoing annual expense limits. Such fee
waiver/expense reimbursement arrangements may be modified or
terminated at any time after December 31, 1997. Absent such fee
waivers/expense reimbursements. the Advisory Fees and estimated Total
Operating Expenses for the Small Cap Value, Large Cap Value,
Technology & Communications and Select 20 Portfolios would be 1.00%
and 1.43%;.65% and 1.24%; .85% and 1.44%; and .85% and 1.44%,
respectively. Given the projected asset size of the Growth II
Portfolio, it is not anticipated that a fee waiver or expense
reimbursement will be necessary with respect to that Portfolio. 
5) Strong Capital Management, Inc., the investment advisor, has
voluntarily agreed to cap the Fund's total operating expenses at
1.20%. The Advisor has no current intention to, but may in the future,
discontinue or modify any waiver of fees or absorption of expenses at
its discretion with appropriate notification to its shareholders.
6) Management Fees, Other Expenses and Total Annual Expenses for the
International Equity and Small Company Growth Portfolios are based on
actual expenses for the fiscal year ended December 31, 1996, net any
fee waivers or expense reimbursements. Without such waivers or
reimbursements, Management Fees would have equaled 1.00% and 0.90%,
Other Expenses would have equalled 0.40% and 0.27% and Total Annual
Expenses would have equalled 1.40% and 1.17% for the International
Equity and Small Company Growth Portfolios, respectively. The
Portfolios' investment adviser and co-administrator have undertaken to
limit each Portfolio's Total Annual Expenses to the limits shown in
the table above through December 31, 1997.
7) Absent the waiver of fees by the Post-Venture Capital Portfolio's
investment adviser and co-administrator, Management Fees for the
Post-Venture Capital Portfolio would equal 1.25%; Other Expenses would
equal 0.82%; and Total Annual Expenses would equal 2.07%. Other
Expenses for the Post-Venture Capital Portfolio are based on
annualized estimates of expenses for the fiscal year ending December
31, 1997, net of any fee waivers or expense reimbursements. The
Portfolio's investment adviser and co-administrator have undertaken to
limit the Portfolio's Expenses to the limits shown in the table above
through December 31, 1997. 
  
5.FACTS ABOUT EFILI,
THE VARIABLE ACCOUNT AND THE FUNDS
  
EFILI
EFILI is a stock life insurance company organized under the laws of
the State of New York on May 1, 1991. EFILI is part of Fidelity
Investments, a group of companies that provides a variety of financial
services and products. EFILI is a wholly-owned subsidiary of Fidelity
Investments Life Insurance Company. Fidelity Investments Life
Insurance Company is a wholly-owned subsidiary of FMR Corp., the
parent company of the Fidelity companies. Through ownership of voting
common stock, Edward C. Johnson 3d, Johnson family members, and
various trusts for the benefit of Johnson family members form a
controlling group with respect to FMR Corp. EFILI's financial
statements appear in the Statement of Additional Information. Our
principal executive offices are located at 200 Liberty Street, One
World Financial Center, New York, New York 10281.
THE VARIABLE ACCOUNT
Empire Fidelity Investments Variable Annuity Account A was established
as a separate investment account on July 15, 1991. It supports the
Contracts and other forms of variable annuity contracts, and may be
used for other purposes permitted by law.
The Variable Account is registered with the Securities and Exchange
Commission ("SEC") as a unit investment trust under the Investment
Company Act of 1940 ("1940 Act"). Financial statements for the
Variable Account are in the Statement of Additional Information.
EFILI owns the assets in the Variable Account. The assets of the
Variable Account are kept separate from EFILI's general account assets
and from any other separate accounts EFILI may have, as required by
law. The assets of the Variable Account may not be charged with
liabilities from any other business EFILI conducts. All income, gains
and losses concerning assets allocated to the Variable Account are
credited to or charged against the Variable Account without regard to
other income, gains or losses of EFILI. Assets are maintained in the
Variable Account at least equal to the reserves and other liabilities
of the Variable Account. If the assets exceed the required reserves
and other liabilities, EFILI may transfer the excess to its general
account. EFILI is obligated to provide all benefits under the
Contracts.
       1THE FUNDS
FIDELITY
The Funds are Variable Insurance Products Fund, Variable Insurance
Products Fund II, and Variable Insurance Products Fund III. Each Fund
is an open-end, diversified management investment company organized by
FMR and is the type of investment company commonly known as a series
mutual fund.
The investment objectives of the Portfolios of Variable Insurance
Products Fund, Variable Insurance Products Fund II, and Variable
Insurance Products Fund III are described below. There is of course no
assurance that any Portfolio will meet its investment objective.
Following the description of each Portfolio is a graph showing how
your annuity income can fluctuate based on past investment performance
through December 31, 1996. Each graph shows the effect that the
Portfolio's investment performance would have had if a Contract with a
Benchmark Rate of Return of 5.0%, providing an initial monthly annuity
income of $500, was purchased on the date the Portfolio commenced
operations. Annuity income increases for a given month if the
annualized Net Rate of Return for that month is higher than the
Benchmark Rate of Return, and decreases for a given month if the
annualized Net Rate of Return is lower than the Benchmark Rate of
Return. The Purchase Payment necessary for an initial monthly annuity
income of $500 will vary depending on the age and sex of the Annuitant
(and Joint Annuitant, if any), the annuity income option and the first
Annuity Income Date. Suppose a 65 year old male who lives in a state
that does not charge a premium tax wishes to purchase $500 of initial
monthly variable annuity income beginning on the Contract Date. If
there is no Joint Annuitant and no guarantee period and he chooses a
5% Benchmark Rate of Return, the Purchase Payment needed would be
$73,793. If the purchaser were female, the Purchase Payment necessary
would be $82,687. This is because females have a longer life
expectancy than males.
All the graphs take into account all charges under the Contract and
the actual expenses of the Portfolios.
The graphs for the Other Funds are not available
 
N.EFIA
7
6.THE PORTFOLIOS
 
ASSET MANAGER PORTFOLIO of Variable Insurance Products Fund II seeks
high total return with reduced risk over the long-term by allocating
its assets among stocks, bonds and short-term, fixed income
instruments. The fund may be appropriate for investors who want to
diversify among domestic and foreign stocks, bonds, short-term
instruments and other types of securities, the fund spreads its assets
among all three asset classes moderating both its risk and return
potential. Because the fund owns different types of investments, the
performance is affected by a variety of factors. The value of the
fund's investments and the income generated will vary from day to day,
and generally reflect interest rates, market conditions, and other
company, political and economic news. Performance also depends on
FMR's skills in allocating assets. The graph below is based on a 5%
Benchmark Rate of Return and initial monthly annuity income of $500.
PROSPECTUS CHARTS CUMULATIVE ONE MONTH TOTAL RETURNS
      M&E   0.01
      BRR   0.05
    Month # of DayAsset Manager
   Apr-82
   May-82     31
   Jun-82     30
   Jul-82     31
   Aug-82     31
   Sep-82     30
   Oct-82     31
   Nov-82     30
   Dec-82     31
   Jan-83     31
   Feb-83     28
   Mar-83     31
   Apr-83     30
   May-83     31
   Jun-83     30
   Jul-83     31
   Aug-83     31
   Sep-83     30
   Oct-83     31
   Nov-83     30
   Dec-83     31
   Jan-84     31
   Feb-84     29
   Mar-84     31
   Apr-84     30
   May-84     31
   Jun-84     30
   Jul-84     31
   Aug-84     31
   Sep-84     30
   Oct-84     31
   Nov-84     30
   Dec-84     31
   Jan-85     31
   Feb-85     28
   Mar-85     31
   Apr-85     30
   May-85     31
   Jun-85     30
   Jul-85     31
   Aug-85     31
   Sep-85     30
   Oct-85     31
   Nov-85     30
   Dec-85     31
   Jan-86     31
   Feb-86     28
   Mar-86     31
   Apr-86     30
   May-86     31
   Jun-86     30
   Jul-86     31
   Aug-86     31
   Sep-86     30
   Oct-86     31
   Nov-86     30
   Dec-86     31
   Jan-87     31
   Feb-87     28
   Mar-87     31
   Apr-87     30
   May-87     31
   Jun-87     30
   Jul-87     31
   Aug-87     31
   Sep-87     30
   Oct-87     31
   Nov-87     30
   Dec-87     31
   Jan-88     31
   Feb-88     29
   Mar-88     31
   Apr-88     30
   May-88     31
   Jun-88     30
   Jul-88     31
   Aug-88     31
   Sep-88     30
   Oct-88     31
   Nov-88     30
   Dec-88     31
   Jan-89     31
   Feb-89     28
   Mar-89     31
   Apr-89     30
   May-89     31
   Jun-89     30
   Jul-89     31
   Aug-89     31
   Sep-89     30               $  500
   Oct-89     31  0.2002100.11 $      499
   Nov-89     30  0.3996100.32 $      498
   Dec-89     31  0.3085100.22 $      497
   Jan-90     31  -2.20697.71% $      484
   Feb-90     28  1.0256100.95 $      486
   Mar-90     31  0.8121100.73 $      488
   Apr-90     30  -1.30998.61% $      479
   May-90     31  5.1020105.01 $      501
   Jun-90     30  0.7766100.69 $503
   Jul-90     31  -0.19299.72% $499
   Aug-90     31  -3.28196.64% $480
   Sep-90     30  -2.09597.82% $468
   Oct-90     31  0.5096100.42 $468
   Nov-90     30  4.8681104.78 $489
   Dec-90     31  2.9013102.81 $500
   Jan-91     31  4.7851104.70 $522
   Feb-91     28  3.9142103.83 $540
   Mar-91     31  1.6143101.53 $545
   Apr-91     30  1.5004101.42 $551
   May-91     31  2.2608102.17 $561
   Jun-91     30  -1.78598.13% $548
   Jul-91     31  2.5108102.42 $559
   Aug-91     31  2.0270101.94 $567
   Sep-91     30  0.5794100.50 $568
   Oct-91     31  0.6584100.57 $569
   Nov-91     30  -1.63598.28% $557
   Dec-91     31  4.3225104.23 $578
   Jan-92     31  1.2749101.19 $582
   Feb-92     29  1.9420101.86 $591
   Mar-92     31  -0.24399.67% $587
   Apr-92     30  1.4657101.38 $592
   May-92     31  1.0433100.96 $596
   Jun-92     30  -0.07999.84% $592
   Jul-92     31  1.6693101.58 $599
   Aug-92     31  -0.31299.60% $594
   Sep-92     30  0.6274100.54 $595
   Oct-92     31    0.16100.07 $593
   Nov-92     30    2.18102.10 $603
   Dec-92     31     1.6101.51 $610
   Jan-93     31     1.8101.71 $618
   Feb-93     28    0.94100.86 $621
   Mar-93     31    2.83102.74 $635
   Apr-93     30     0.6100.52 $636
   May-93     31     1.7101.61 $643
   Jun-93     30     0.8100.72 $645
   Jul-93     31    1.23101.14 $650
   Aug-93     31    2.92102.83 $666
   Sep-93     30    0.0799.99% $663
   Oct-93     31     2.7102.61 $677
   Nov-93     30   -0.1399.79% $673
   Dec-93     31    4.05103.96 $697
   Jan-94     31    3.18103.09 $716
   Feb-94     28   -3.1896.75% $690
   Mar-94     31    -4.795.22% $654
   Apr-94     30    0.0799.99% $651
   May-94     31    0.86100.77 $654
   Jun-94     30   -1.9198.01% $638
   Jul-94     31    1.73101.64 $646
   Aug-94     31    2.34102.25 $658
   Sep-94     30   -1.1898.74% $647
   Oct-94     31    0.49100.40 $647
   Nov-94     30   -1.4798.45% $634
   Dec-94     31    -2.297.72% $617
   Jan-95     31   -0.6599.27% $610
   Feb-95     28    1.62101.54 $617
   Mar-95     31    1.32101.23 $622
   Apr-95     30    1.59101.51 $629
   May-95     31    1.28101.19 $634
   Jun-95     30    0.84100.76 $636
   Jul-95     31    3.56103.47 $655
   Aug-95     31    1.21101.12 $660
   Sep-95     30    1.26101.18 $665
   Oct-95     31   -1.3198.61% $653
   Nov-95     30     2.6102.52 $667
   Dec-95     31    2.53102.44 $680
   Jan-96     31    2.15102.06 $692
   Feb-96     29   -0.2799.65% $686
   Mar-96     31    1.06100.97 $690
   Apr-96     30    1.05100.97 $694
   May-96     31    0.78100.69 $696
   Jun-96     30     0.9100.82 $699
   Jul-96     31   -1.6698.26% $684
   Aug-96     31     0.2100.11 $682
   Sep-96     30    3.64103.55 $703
   Oct-96     31    2.57102.48 $718
   Nov-96     30    4.95104.86 $750
   Dec-96     31   -1.4698.46% $735
Listed in Order           Max   750
to match MFPR             Min   468
 
 
8
N.EFIA
MONEY MARKET PORTFOLIO of Variable Insurance Products Fund seeks to
obtain as high a level of current income as is consistent with
preserving capital and providing liquidity. It invests only in
high-quality money market instruments. The fund may be appropriate for
investors who would like to earn income at current money market rates
while preserving the value of their investment. The fund is managed to
keep its share price stable at $1.00. The rate of income will vary
from day to day, generally reflecting short-term interest rates. The
graph below is based on a 5% Benchmark Rate of Return and initial
monthly annuity income of $500.
PROSPECTUS CHARTS   CUMULATIVE ONE MONTH TOTAL RETURNS  
     
M&E 0.01    
BRR 0.05    
     
Month # of Days  Money Market  
Apr-82     $500 
May-82  31  1.1551967 101.07% $503 
Jun-82  30  1.1206 101.04% $506 
Jul-82  31  1.1753961 101.09% $510 
Aug-82  31  1.0274021 100.94% $513 
Sep-82  30  0.8941036 100.81% $515 
Oct-82  31  0.8633956 100.78% $516 
Nov-82  30  0.796296 100.71% $518 
Dec-82  31  0.7668009 100.68% $519 
Jan-83  31  0.7207956 100.63% $521 
Feb-83  28  0.6326003 100.56% $521 
Mar-83  31  0.6980001 100.61% $523 
Apr-83  30  0.6815044 100.60% $524 
May-83  31  0.6908034 100.60% $525 
Jun-83  30  0.6833043 100.60% $526 
Jul-83  31  0.7715994 100.69% $527 
Aug-83  31  0.8024995 100.72% $529 
Sep-83  30  0.7852997 100.70% $530 
Oct-83  31  0.8010033 100.71% $532 
Nov-83  30  0.762901 100.68% $533 
Dec-83  31  0.7701022 100.68% $535 
Jan-84  31  0.7744037 100.69% $536 
Feb-84  29  0.7273033 100.65% $537 
Mar-84  31  0.7961988 100.71% $539 
Apr-84  30  0.8027994 100.72% $541 
May-84  31  0.8503022 100.76% $543 
Jun-84  30  0.8510969 100.77% $545 
Jul-84  31  0.9054974 100.82% $547 
Aug-84  31  0.9200967 100.83% $549 
Sep-84  30  0.8994014 100.82% $551 
Oct-84  31  0.8951025 100.81% $553 
Nov-84  30  0.7933963 100.71% $555 
Dec-84  31  0.7501987 100.66% $557 
Jan-85  31  0.7073964 100.62% $558 
Feb-85  28  0.6158981 100.54% $559 
Mar-85  31  0.6979029 100.61% $560 
Apr-85  30  0.6827012 100.60% $561 
May-85  31  0.6837033 100.60% $562 
Jun-85  30  0.620502 100.54% $563 
Jul-85  31  0.6286972 100.54% $563 
Aug-85  31  0.6338018 100.55% $564 
Sep-85  30  0.6170022 100.53% $565 
Oct-85  31  0.647698 100.56% $566 
Nov-85  30  0.6324972 100.55% $566 
Dec-85  31  0.6539969 100.57% $567 
Jan-86  31  0.6492981 100.56% $568 
Feb-86  28  0.5747013 100.50% $569 
Mar-86  31  0.6217 100.54% $570 
Apr-86  30  0.5702999 100.49% $570 
May-86  31  0.5577013 100.47% $570 
Jun-86  30  0.5377009 100.45% $571 
Jul-86  31  0.5469971 100.46% $571 
Aug-86  31  0.5245982 100.44% $571 
Sep-86  30  0.4765015 100.39% $571 
Oct-86  31  0.4853992 100.40% $571 
Nov-86  30  0.465399 100.38% $571 
Dec-86  31  0.4898978 100.40% $571 
Jan-87  31  0.4959014 100.41% $571 
Feb-87  28  0.4339993 100.36% $571 
Mar-87  31  0.4838032 100.40% $570 
Apr-87  30  0.4793971 100.40% $570 
May-87  31  0.5206027 100.43% $571 
Jun-87  30  0.5225005 100.44% $571 
Jul-87  31  0.5405006 100.45% $571 
Aug-87  31  0.5392987 100.45% $571 
Sep-87  30  0.5335983 100.45% $572 
Oct-87  31  0.5748011 100.49% $572 
Nov-87  30  0.5404031 100.46% $572 
Dec-87  31  0.5941027 100.51% $573 
Jan-88  31  0.5755989 100.49% $573 
Feb-88  29  0.5129999 100.43% $573 
Mar-88  31  0.5410021 100.46% $574 
Apr-88  30  0.5224008 100.44% $574 
May-88  31  0.5544983 100.47% $574 
Jun-88  30  0.5581998 100.48% $575 
Jul-88  31  0.5988009 100.51% $575 
Aug-88  31  0.6322979 100.55% $576 
Sep-88  30  0.634001 100.55% $577 
Oct-88  31  0.6583016 100.57% $578 
Nov-88  30  0.6482004 100.57% $579 
Dec-88  31  0.7118006 100.63% $580 
Jan-89  31  0.7367008 100.65% $581 
Feb-89  28  0.6686995 100.59% $582 
Mar-89  31  0.7767009 100.69% $584 
Apr-89  30  0.7711993 100.69% $586 
May-89  31  0.7940976 100.71% $587 
Jun-89  30  0.7485009 100.67% $589 
Jul-89  31  0.7510998 100.67% $590 
Aug-89  31  0.7271001 100.64% $592 
Sep-89  30  0.7142016 100.63% $593 
Oct-89  31  0.6886017 100.60% $594 
Nov-89  30  0.6751022 100.59% $595 
Dec-89  31  0.7064995 100.62% $597 
Jan-90  31  0.6572006 100.57% $597 
Feb-90  28  0.604301 100.53% $598 
Mar-90  31  0.6900978 100.60% $600 
Apr-90  30  0.6282014 100.55% $600 
May-90  31  0.6695999 100.58% $601 
Jun-90  30  0.6415996 100.56% $602 
Jul-90  31  0.6609007 100.58% $603 
Aug-90  31  0.6495014 100.56% $604 
Sep-90  30  0.6266014 100.54% $605 
Oct-90  31  0.6520019 100.57% $606 
Nov-90  30  0.6280996 100.55% $607 
Dec-90  31  0.6477023 100.56% $608 
Jan-91  31  0.6361001 100.55% $608 
Feb-91  28  0.536698 100.46% $609 
Mar-91  31  0.4989003 100.41% $609 
Apr-91  30  0.559899 100.48% $609 
May-91  31  0.5006005 100.41% $609 
Jun-91  30  0.4399003 100.36% $609 
Jul-91  31  0.5182996 100.43% $609 
Aug-91  31  0.4647019 100.38% $609 
Sep-91  30  0.4693988 100.39% $609 
Oct-91  31  0.4531011 100.37% $609 
Nov-91  30  0.4097006 100.33% $608 
Dec-91  31  0.4390991 100.35% $608 
Jan-92  31  0.4072994 100.32% $607 
Feb-92  29  0.338802 100.26% $606 
Mar-92  31  0.3670011 100.28% $606 
Apr-92  30  0.3301992 100.25% $605 
May-92  31  0.3033992 100.22% $604 
Jun-92  30  0.3294019 100.25% $603 
Jul-92  31  0.3101017 100.22% $601 
Aug-92  31  0.3006013 100.22% $600 
Sep-92  30  0.2839007 100.20% $599 
Oct-92  31  0.28 100.19% $598 
Nov-92  30  0.29 100.21% $597 
Dec-92  31  0.3 100.21% $595 
Jan-93  31  0.28 100.19% $594 
Feb-93  28  0.26 100.18% $593 
Mar-93  31  0.29 100.20% $592 
Apr-93  30  0.26 100.18% $590 
May-93  31  0.24 100.15% $589 
Jun-93  30  0.29 100.21% $588 
Jul-93  31  0.26 100.17% $586 
Aug-93  31  0.27 100.18% $585 
Sep-93  30  0.25 100.17% $584 
Oct-93  31  0.24 100.15% $582 
Nov-93  30  0.27 100.19% $581 
Dec-93  31  0.27 100.18% $580 
Jan-94  31  0.27 100.18% $578 
Feb-94  28  0.24 100.16% $577 
Mar-94  31  0.29 100.20% $576 
Apr-94  30  0.28 100.20% $575 
May-94  31  0.34 100.25% $574 
Jun-94  30  0.34 100.26% $573 
Jul-94  31  0.34 100.25% $572 
Aug-94  31  0.4 100.31% $571 
Sep-94  30  0.38 100.30% $571 
Oct-94  31  0.41 100.32% $570 
Nov-94  30  0.41 100.33% $570 
Dec-94  31  0.45 100.36% $570 
Jan-95  31  0.5 100.41% $570 
Feb-95  28  0.45 100.37% $569 
Mar-95  31  0.5 100.41% $569 
Apr-95  30  0.45 100.37% $569 
May-95  31  0.53 100.44% $569 
Jun-95  30  0.48 100.40% $569 
Jul-95  31  0.49 100.40% $569 
Aug-95  31  0.48 100.39% $569 
Sep-95  30  0.45 100.37% $569 
Oct-95  31  0.49 100.40% $569 
Nov-95  30  0.46 100.38% $569 
Dec-95  31  0.44 100.35% $568 
Jan-96  31  0.49 100.40% $568 
Feb-96  29  0.42 100.34% $568 
Mar-96  31  0.41 100.32% $568 
Apr-96  30  0.45 100.37% $567 
May-96  31  0.43 100.34% $567 
Jun-96  30  0.39 100.31% $567 
Jul-96  31  0.47 100.38% $566 
Aug-96  31  0.43 100.34% $566 
Sep-96  30  0.45 100.37% $566 
Oct-96  31  0.45 100.36% $565 
Nov-96  30  0.42 100.34% $565 
Dec-96  31  0.46 100.37% $565 
     
     
Listed in Order    Max 609 
to match MFPR    Min 500 
 
 
 
N.EFIA
9
INVESTMENT GRADE BOND PORTFOLIO of Variable Insurance Products Fund II
seeks as high a level of current income as is consistent with the
preservation of capital by investing in a broad range of
investment-grade fixed-income securities. The fund may be appropriate
for investors who want high current income from a portfolio of
investment-grade debt securities. A fund's level of risk and potential
reward depend on the quality and maturity of its investments. With its
focus on medium- to high-quality investments, the fund has a moderate
risk level and yield potential. The graph below is based on a 5%
Benchmark Rate of Return and initial monthly annuity income of $500.
PROSPECTUS CHARTS   CUMULATIVE ONE MONTH TOTAL RETURNS      
         
M&E 0.01        
BRR 0.05        
         
Month # of Days  Investment Grade Bond      
Apr-82         
May-82  31        
Jun-82  30        
Jul-82  31        
Aug-82  31        
Sep-82  30        
Oct-82  31        
Nov-82  30        
Dec-82  31        
Jan-83  31        
Feb-83  28        
Mar-83  31        
Apr-83  30        
May-83  31        
Jun-83  30        
Jul-83  31        
Aug-83  31        
Sep-83  30        
Oct-83  31        
Nov-83  30        
Dec-83  31        
Jan-84  31        
Feb-84  29        
Mar-84  31        
Apr-84  30        
May-84  31        
Jun-84  30        
Jul-84  31        
Aug-84  31        
Sep-84  30        
Oct-84  31        
Nov-84  30        
Dec-84  31        
Jan-85  31        
Feb-85  28        
Mar-85  31        
Apr-85  30        
May-85  31        
Jun-85  30        
Jul-85  31        
Aug-85  31        
Sep-85  30        
Oct-85  31        
Nov-85  30        
Dec-85  31        
Jan-86  31        
Feb-86  28        
Mar-86  31        
Apr-86  30        
May-86  31        
Jun-86  30        
Jul-86  31        
Aug-86  31        
Sep-86  30        
Oct-86  31        
Nov-86  30        
Dec-86  31        
Jan-87  31        
Feb-87  28        
Mar-87  31        
Apr-87  30        
May-87  31        
Jun-87  30        
Jul-87  31        
Aug-87  31        
Sep-87  30        
Oct-87  31        
Nov-87  30        
Dec-87  31        
Jan-88  31        
Feb-88  29        
Mar-88  31        
Apr-88  30        
May-88  31        
Jun-88  30        
Jul-88  31        
Aug-88  31        
Sep-88  30        
Oct-88  31        
Nov-88  30        
Dec-88  31     $      500     
Jan-89  31  0.869186 100.78%  $      502     
Feb-89  28  0.221311 100.14%  $      501     
Mar-89  31  0.620951 100.54%  $      501     
Apr-89  30  1.113731 101.03%  $      504     
May-89  31  1.114192 101.03%  $      507     
Jun-89  30  1.923973 101.84%  $      515     
Jul-89  31  1.559888 101.47%  $      520     
Aug-89  31  -0.79695 99.12%  $      513     
Sep-89  30  0.39447 100.31%  $      513     
Oct-89  31  1.548237 101.46% $518     
Nov-89  30  0.860446 100.78% $520     
Dec-89  31  0.408394 100.32% $520     
Jan-90  31  -0.22762 99.69% $516     
Feb-90  28  0.567202 100.49% $517     
Mar-90  31  0.303621 100.22% $516     
Apr-90  30  0.042414 99.96% $513     
May-90  31  1.569926 101.48% $519     
Jun-90  30  0.780087 100.70% $520     
Jul-90  31  0.99278 100.91% $523     
Aug-90  31  -0.00955 99.91% $520     
Sep-90  30  0.391026 100.31% $520     
Oct-90  31  0.006187 99.92% $517     
Nov-90  30  0.602254 100.52% $518     
Dec-90  31  1.040954 100.95% $521     
Jan-91  31  0.201613 100.12% $519     
Feb-91  28  1.006036 100.93% $522     
Mar-91  31  1.693227 101.61% $528     
Apr-91  30  1.469148 101.39% $533     
May-91  31  0.772201 100.69% $535     
Jun-91  30  0.191571 100.11% $533     
Jul-91  31  0.860421 100.77% $535     
Aug-91  31  2.085308 102.00% $543     
Sep-91  30  1.85701 101.77% $551     
Oct-91  31  1.093892 101.01% $554     
Nov-91  30  1.082056 101.00% $557     
Dec-91  31  2.984977 102.90% $571     
Jan-92  31  -0.99278 98.92% $563     
Feb-92  29  0.54725 100.47% $563     
Mar-92  31  -0.18198 99.73% $559     
Apr-92  30  0.729262 100.65% $561     
May-92  31  1.538462 101.45% $566     
Jun-92  30  1.158645 101.08% $570     
Jul-92  31  2.026432 101.94% $579     
Aug-92  31  0.604491 100.52% $580     
Sep-92  30  1.201717 101.12% $584     
Oct-92  31  -1.27 98.65% $573     
Nov-92  30  -0.26 99.66% $569     
Dec-92  31  1.42 101.33% $574     
Jan-93  31  2.1 102.01% $583     
Feb-93  28  1.7 101.62% $591     
Mar-93  31  0.44 100.35% $590     
Apr-93  30  0.61 100.53% $591     
May-93  31  0.17 100.08% $589     
Jun-93  30  1.91 101.83% $597     
Jul-93  31  0.68 100.59% $599     
Aug-93  31  1.78 101.69% $606     
Sep-93  30  0.5 100.42% $606     
Oct-93  31  0.5 100.41% $606     
Nov-93  30  -0.49 99.43% $600     
Dec-93  31  0.59 100.50% $601     
Jan-94  31  1.13 101.04% $605     
Feb-94  28  -1.64 98.28% $592     
Mar-94  31  -2.28 97.64% $576     
Apr-94  30  -0.9 99.02% $568     
May-94  31  -0.27 99.64% $563     
Jun-94  30  -0.27 99.65% $559     
Jul-94  31  1.64 101.55% $566     
Aug-94  31  0.09 100.00% $563     
Sep-94  30  -1.08 98.84% $554     
Oct-94  31  0.09 100.00% $552     
Nov-94  30  0.18 100.10% $550     
Dec-94  31  -0.45 99.47% $545     
Jan-95  31  1.45 101.36% $550     
Feb-95  28  1.93 101.85% $559     
Mar-95  31  0.64 100.55% $559     
Apr-95  30  1.36 101.28% $564     
May-95  31  4.01 103.92% $584     
Jun-95  30  0.77 100.69% $586     
Jul-95  31  -0.34 99.57% $581     
Aug-95  31  1.19 101.10% $585     
Sep-95  30  0.93 100.85% $587     
Oct-95  31  1.34 101.25% $592     
Nov-95  30  1.48 101.40% $598     
Dec-95  31  1.38 101.29% $603     
Jan-96  31  0.64 100.55% $604     
Feb-96  29  -1.83 98.09% $590     
Mar-96  31  -0.77 99.15% $583     
Apr-96  30  -0.6 99.32% $576     
May-96  31  -0.17 99.74% $573     
Jun-96  30  1.21 101.13% $577     
Jul-96  31  0.26 100.17% $575     
Aug-96  31  -0.09 99.82% $572     
Sep-96  30  1.62 101.54% $578     
Oct-96  31  2.19 102.10% $588     
Nov-96  30  1.65 101.57% $595     
Dec-96  31  -0.89 99.03% $587     
         
         
Listed in Order    Max 606     
to match MFPR    Min 500     
 
 
 
10
N.EFIA
HIGH INCOME PORTFOLIO of Variable Insurance Products Fund seeks to
obtain a high level of current income by investing primarily in
high-yielding, lower-rated, fixed-income securities. In choosing these
securities growth of capital will also be considered. A fund's level
of risk and potential reward depend on the quality and maturity of its
investments. The fund is for long-term, aggressive investors who
understand the potential risks and rewards of investing in
lower-quality debt, including defaulted securities. Investors must be
willing to accept the fund's greater price movements and credit risks.
The graph below is based on a 5% Benchmark Rate of Return and initial
monthly annuity income of $500.
PROSPECTUS CHARTS CUMULATIVE ONE MONTH TOTAL RETURNS
      M&E   0.01
      BRR   0.05
    Month # of DayHigh Income
   Apr-82
   May-82     31
   Jun-82     30
   Jul-82     31
   Aug-82     31
   Sep-82     30
   Oct-82     31
   Nov-82     30
   Dec-82     31
   Jan-83     31
   Feb-83     28
   Mar-83     31
   Apr-83     30
   May-83     31
   Jun-83     30
   Jul-83     31
   Aug-83     31
   Sep-83     30
   Oct-83     31
   Nov-83     30
   Dec-83     31
   Jan-84     31
   Feb-84     29
   Mar-84     31
   Apr-84     30
   May-84     31
   Jun-84     30
   Jul-84     31
   Aug-84     31
   Sep-84     30
   Oct-84     31
   Nov-84     30
   Dec-84     31
   Jan-85     31
   Feb-85     28
   Mar-85     31
   Apr-85     30
   May-85     31
   Jun-85     30
   Jul-85     31
   Aug-85     31
   Sep-85     30               $  500
   Oct-85     31    1.25101.16 $      504
   Nov-85     30    1.44101.36 $      509
   Dec-85     31    3.34103.25 $      523
   Jan-86     31    1.24101.15 $      527
   Feb-86     28    3.38103.30 $      542
   Mar-86     31    2.47102.38 $      553
   Apr-86     30     1.7101.62 $      559
   May-86     31    1.53101.44 $      565
   Jun-86     30    1.26101.18 $      569
   Jul-86     31    -0.399.61% $      565
   Aug-86     31     0.4100.31 $      564
   Sep-86     30    0.85100.77 $      566
   Oct-86     31    2.99102.90 $      580
   Nov-86     30    0.32100.24 $      579
   Dec-86     31    0.63100.54 $      580
   Jan-87     31    3.65103.56 $      598
   Feb-87     28    1.73101.65 $      606
   Mar-87     31    0.91100.82 $      608
   Apr-87     30   -3.1396.79% $      587
   May-87     31   -0.9398.99% $      578
   Jun-87     30    2.16102.08 $      588
   Jul-87     31    0.11100.02 $      586
   Aug-87     31    0.83100.74 $      588
   Sep-87     30   -3.4896.44% $      564
   Oct-87     31   -4.7895.14% $      535
   Nov-87     30    2.95102.86 $      548
   Dec-87     31     1.6101.51 $      554
   Jan-88     31    3.29103.20 $      569
   Feb-88     29    2.99102.91 $      583
   Mar-88     31   -0.7299.20% $      576
   Apr-88     30    0.78100.70 $      578
   May-88     31   -0.1599.76% $      574
   Jun-88     30     2.1102.02 $      584
   Jul-88     31    1.04100.95 $      587
   Aug-88     31   -0.4899.44% $      581
   Sep-88     30     0.8100.72 $      583
   Oct-88     31    1.09101.00 $      586
   Nov-88     30   -0.3899.54% $      581
   Dec-88     31    0.79100.70 $      583
   Jan-89     31     2.4102.31 $      594
   Feb-89     28    0.49100.41 $      594
   Mar-89     31   -1.2898.64% $      584
   Apr-89     30   -1.1198.81% $      574
   May-89     31    1.85101.76 $      582
   Jun-89     30    2.86102.78 $      596
   Jul-89     31   -0.6699.26% $      589
   Aug-89     31   -0.5899.34% $      582
   Sep-89     30    -3.596.42% $      559
   Oct-89     31   -4.2995.63% $      533
   Nov-89     30    0.08100.00 $      531
   Dec-89     31   -0.2799.64% $      527
   Jan-90     31   -2.2197.71% $      512
   Feb-90     28   -1.5498.38% $      502
   Mar-90     31   -1.0698.86% $      494
   Apr-90     30     0.3100.22 $      493
   May-90     31    2.05101.96 $      501
   Jun-90     30    1.58101.50 $      507
   Jul-90     31    1.54101.45 $      512
   Aug-90     31   -1.6798.25% $      501
   Sep-90     30   -2.3797.55% $      486
   Oct-90     31   -2.4397.49% $      472
   Nov-90     30    2.35102.27 $      481
   Dec-90     31     1.4101.31 $      485
   Jan-91     31    2.12102.03 $      493
   Feb-91     28    5.54105.46 $      518
   Mar-91     31    3.54103.45 $      534
   Apr-91     30    3.55103.46 $      550
   May-91     31    1.47101.38 $      555
   Jun-91     30    2.17102.09 $      565
   Jul-91     31    3.78103.69 $      583
   Aug-91     31    1.37101.28 $      588
   Sep-91     30    2.24102.16 $      598
   Oct-91     31     3.4103.31 $      616
   Nov-91     30    0.85100.77 $      618
   Dec-91     31    0.53100.44 $      618
   Jan-92     31    5.34105.25 $      648
   Feb-92     29    3.63103.55 $      668
   Mar-92     31    3.23103.14 $      686
   Apr-92     30    0.71100.63 $      688
   May-92     31     1.2101.11 $      693
   Jun-92     30    1.09101.01 $      697
   Jul-92     31    1.96101.87 $      707
   Aug-92     31    2.12102.03 $      718
   Sep-92     30    1.04100.96 $      722
   Oct-92     31   -1.4998.43% $      708
   Nov-92     30    1.23101.15 $      713
   Dec-92     31    1.03100.94 $      717
   Jan-93     31    2.68102.59 $      733
   Feb-93     28    1.71101.63 $      742
   Mar-93     31    2.31102.22 $      755
   Apr-93     30    0.66100.58 $      756
   May-93     31    1.49101.40 $      764
   Jun-93     30    2.58102.50 $      780
   Jul-93     31    0.99100.90 $      784
   Aug-93     31    1.07100.98 $      788
   Sep-93     30    0.35100.27 $      787
   Oct-93     31    2.36102.27 $      802
   Nov-93     30    0.94100.86 $      805
   Dec-93     31    1.61101.52 $      814
   Jan-94     31    3.34103.25 $      837
   Feb-94     28   -0.1299.80% $      832
   Mar-94     31   -3.3796.55% $      800
   Apr-94     30   -1.0198.91% $      788
   May-94     31    0.19100.10 $      786
   Jun-94     30   -0.3799.55% $      779
   Jul-94     31    0.37100.28 $      778
   Aug-94     31       099.91% $      774
   Sep-94     30    0.74100.66 $      776
   Oct-94     31   -0.9299.00% $      765
   Nov-94     30   -0.8399.09% $      755
   Dec-94     31    0.56100.47 $      756
   Jan-95     31    1.12101.03 $      760
   Feb-95     28    3.43103.35 $      783
   Mar-95     31    1.25101.16 $      789
   Apr-95     30    2.93102.85 $      808
   May-95     31    2.57102.48 $      825
   Jun-95     30    0.27100.19 $      823
   Jul-95     31    2.41102.32 $      838
   Aug-95     31    0.79100.70 $      841
   Sep-95     30    1.65101.57 $      851
   Oct-95     31    0.94100.85 $      854
   Nov-95     30    0.51100.43 $      855
   Dec-95     31    1.18101.09 $      860
   Jan-96     31    2.32102.23 $      876
   Feb-96     29    1.65101.57 $      886
   Mar-96     31   -0.2699.65% $      880
   Apr-96     30    1.49101.41 $      888
   May-96     31    1.38101.29 $      896
   Jun-96     30    0.51100.43 $      896
   Jul-96     31   -0.3499.57% $      889
   Aug-96     31    1.45101.36 $      897
   Sep-96     30    2.94102.86 $      919
   Oct-96     31   -0.3399.58% $      912
   Nov-96     30    1.06100.98 $      917
   Dec-96     31    1.38101.29 $      925
Listed in Order           Max   925
to match MFPR             Min   472
 
 
 
N.EFIA
11
EQUITY-INCOME PORTFOLIO of Variable Insurance Products Fund seeks
reasonable income by investing primarily in income-producing equity
securities. In choosing these securities the Portfolio will also
consider the potential for capital appreciation. The Portfolio's goal
is to achieve a yield which exceeds the composite yield on the
securities comprising the Standard & Poor's 500 Composite Stock Price
Index. The fund may be appropriate for investors who are willing to
ride out stock market fluctuations in pursuit of potentially high
long-term returns. The fund is designed for those who want some income
from equity and bond investments, but also want to be invested in the
stock market for its long-term growth potential. The graph below is
based on a 5% Benchmark Rate of Return and initial monthly annuity
income of $500.
PROSPECTUS CHARTS CUMULATIVE ONE MONTH TOTAL RETURNS
      M&E   0.01
      BRR   0.05
    Month # of DayEquity Income
   Apr-82
   May-82     31
   Jun-82     30
   Jul-82     31
   Aug-82     31
   Sep-82     30
   Oct-82     31
   Nov-82     30
   Dec-82     31
   Jan-83     31
   Feb-83     28
   Mar-83     31
   Apr-83     30
   May-83     31
   Jun-83     30
   Jul-83     31
   Aug-83     31
   Sep-83     30
   Oct-83     31
   Nov-83     30
   Dec-83     31
   Jan-84     31
   Feb-84     29
   Mar-84     31
   Apr-84     30
   May-84     31
   Jun-84     30
   Jul-84     31
   Aug-84     31
   Sep-84     30
   Oct-84     31
   Nov-84     30
   Dec-84     31
   Jan-85     31
   Feb-85     28
   Mar-85     31
   Apr-85     30
   May-85     31
   Jun-85     30
   Jul-85     31
   Aug-85     31
   Sep-85     30
   Oct-85     31
   Nov-85     30
   Dec-85     31
   Jan-86     31
   Feb-86     28
   Mar-86     31
   Apr-86     30
   May-86     31
   Jun-86     30
   Jul-86     31
   Aug-86     31
   Sep-86     30
   Oct-86     31               $  500
   Nov-86     30  2.1760102.09 $      508
   Dec-86     31  -3.00096.92% $      491
   Jan-87     31  11.477111.38 $      544
   Feb-87     28  2.3276102.25 $      554
   Mar-87     31  2.5387102.45 $566
   Apr-87     30  -2.48997.43% $549
   May-87     31  0.6161100.53 $550
   Jun-87     30  2.0845102.00 $558
   Jul-87     31  3.8095103.72 $577
   Aug-87     31  2.7522102.66 $590
   Sep-87     30  -2.09897.82% $574
   Oct-87     31  -19.5180.42% $460
   Nov-87     30  -4.47495.45% $437
   Dec-87     31  5.1119105.02 $457
   Jan-88     31  7.1125107.02 $488
   Feb-88     29  4.9554104.87 $509
   Mar-88     31  -1.74098.18% $498
   Apr-88     30  1.6553101.57 $504
   May-88     31  1.3409101.25 $508
   Jun-88     30  5.6892105.60 $534
   Jul-88     31  -0.18199.73% $531
   Aug-88     31  -1.72498.19% $519
   Sep-88     30  2.9714102.89 $532
   Oct-88     31  1.7257101.64 $538
   Nov-88     30  -1.60798.31% $527
   Dec-88     31  0.9128100.83 $529
   Jan-89     31  6.1762106.09 $559
   Feb-89     28  -0.51399.41% $554
   Mar-89     31  2.1660102.08 $563
   Apr-89     30  3.8593103.77 $582
   May-89     31  2.9727102.88 $596
   Jun-89     30  0.068599.99% $594
   Jul-89     31  5.8299105.74 $625
   Aug-89     31  1.6067101.52 $632
   Sep-89     30  -1.12498.79% $622
   Oct-89     31  -5.76994.15% $583
   Nov-89     30  0.5714100.49 $584
   Dec-89     31  0.8345100.75 $585
   Jan-90     31  -6.75393.17% $543
   Feb-90     28  0.5926100.52 $544
   Mar-90     31  0.1648100.08 $542
   Apr-90     30  -3.46796.45% $521
   May-90     31  6.6162106.53 $552
   Jun-90     30  -0.99598.92% $544
   Jul-90     31  -2.44597.47% $528
   Aug-90     31  -7.98591.94% $484
   Sep-90     30  -7.75792.17% $444
   Oct-90     31  -2.54997.37% $431
   Nov-90     30  7.1672107.08 $459
   Dec-90     31  2.3267102.24 $468
   Jan-91     31  5.3627105.27 $490
   Feb-91     28  6.8862106.80 $522
   Mar-91     31  2.0743101.99 $530
   Apr-91     30  0.4672100.38 $530
   May-91     31  5.4883105.40 $556
   Jun-91     30  -4.08895.83% $531
   Jul-91     31  5.6691105.58 $558
   Aug-91     31  2.1108102.02 $567
   Sep-91     30  -0.68699.23% $560
   Oct-91     31  1.6652101.58 $567
   Nov-91     30  -4.31095.61% $540
   Dec-91     31  7.9025107.81 $579
   Jan-92     31  1.3502101.26 $584
   Feb-92     29  3.2472103.16 $601
   Mar-92     31  -1.22598.69% $590
   Apr-92     30  3.1327103.05 $606
   May-92     31  0.7993100.71 $608
   Jun-92     30  -0.87599.04% $599
   Jul-92     31  3.0645102.98 $615
   Aug-92     31  -2.19097.73% $598
   Sep-92     30  1.0381100.95 $601
   Oct-92     31     1.2101.11 $606
   Nov-92     30    3.63103.54 $625
   Dec-92     31    2.82102.73 $639
   Jan-93     31    2.99102.90 $655
   Feb-93     28    2.25102.17 $667
   Mar-93     31    2.98102.89 $683
   Apr-93     30   -0.4299.50% $677
   May-93     31    1.81101.72 $686
   Jun-93     30    1.18101.10 $690
   Jul-93     31    1.36101.27 $696
   Aug-93     31    3.83103.74 $719
   Sep-93     30   -0.3899.54% $713
   Oct-93     31    0.91100.82 $716
   Nov-93     30   -1.7598.17% $700
   Dec-93     31    2.31102.22 $713
   Jan-94     31     4.4104.31 $740
   Feb-94     28   -2.5897.34% $718
   Mar-94     31   -4.1895.74% $685
   Apr-94     30    3.45103.36 $705
   May-94     31    0.95100.86 $708
   Jun-94     30   -0.6299.30% $700
   Jul-94     31    3.34103.25 $720
   Aug-94     31    5.15105.06 $753
   Sep-94     30   -1.6498.28% $737
   Oct-94     31    2.05101.96 $749
   Nov-94     30   -3.2796.65% $721
   Dec-94     31    0.33100.24 $720
   Jan-95     31    1.56101.47 $727
   Feb-95     28    3.81103.73 $751
   Mar-95     31    3.45103.36 $773
   Apr-95     30    2.78102.70 $791
   May-95     31    3.01102.92 $811
   Jun-95     30    1.44101.36 $819
   Jul-95     31    3.85103.76 $846
   Aug-95     31    1.25101.16 $852
   Sep-95     30    3.32103.23 $876
   Oct-95     31   -1.1598.77% $862
   Nov-95     30    4.32104.23 $895
   Dec-95     31    2.93102.84 $916
   Jan-96     31    2.91102.82 $938
   Feb-96     29    0.34100.26 $937
   Mar-96     31    1.05100.96 $942
   Apr-96     30     1.3101.22 $950
   May-96     31    1.08100.99 $955
   Jun-96     30   -0.9299.00% $942
   Jul-96     31   -4.8895.04% $892
   Aug-96     31    2.05101.96 $905
   Sep-96     30    4.28104.19 $939
   Oct-96     31    1.62101.53 $950
   Nov-96     30    6.69106.60$1,009
   Dec-96     31   -1.6498.28% $987
Listed in Order           Max 1,009
to match MFPR             Min   431
 
 
 
12
N.EFIA
INDEX 500 PORTFOLIO of Variable Insurance Products Fund II seeks to
provide investment results that correspond to the total return (i.e.
the combination of capital changes and income) of common stocks
publicly traded in the United States. In seeking this objective, the
Portfolio attempts to duplicate the composition and total return of
the Standard & Poor's 500 Composite Stock Price Index. The fund may be
appropriate for investors who are willing to ride out stock market
fluctuations in pursuit of potentially high long-term returns. The
fund is designed for those who want to pursue growth of capital and
current income through a portfolio of securities that broadly
represents the U.S. stock market, as measured by the S&P 500. The fund
seeks to keep expenses low as it attempts to match the return of the
S&P 500. Because the fund seeks to track, rather than beat, the
performance of the S&P 500, it is not managed in the same manner as
other mutual funds. The graph below is based on a 5% Benchmark Rate of
Return and initial monthly annuity income of $500.
PROSPECTUS CHARTS CUMULATIVE ONE MONTH TOTAL RETURNS
      M&E   0.01
      BRR   0.05
    Month # of DayIndex 500
   Apr-82
   May-82     31
   Jun-82     30
   Jul-82     31
   Aug-82     31
   Sep-82     30
   Oct-82     31
   Nov-82     30
   Dec-82     31
   Jan-83     31
   Feb-83     28
   Mar-83     31
   Apr-83     30
   May-83     31
   Jun-83     30
   Jul-83     31
   Aug-83     31
   Sep-83     30
   Oct-83     31
   Nov-83     30
   Dec-83     31
   Jan-84     31
   Feb-84     29
   Mar-84     31
   Apr-84     30
   May-84     31
   Jun-84     30
   Jul-84     31
   Aug-84     31
   Sep-84     30
   Oct-84     31
   Nov-84     30
   Dec-84     31
   Jan-85     31
   Feb-85     28
   Mar-85     31
   Apr-85     30
   May-85     31
   Jun-85     30
   Jul-85     31
   Aug-85     31
   Sep-85     30
   Oct-85     31
   Nov-85     30
   Dec-85     31
   Jan-86     31
   Feb-86     28
   Mar-86     31
   Apr-86     30
   May-86     31
   Jun-86     30
   Jul-86     31
   Aug-86     31
   Sep-86     30
   Oct-86     31
   Nov-86     30
   Dec-86     31
   Jan-87     31
   Feb-87     28
   Mar-87     31
   Apr-87     30
   May-87     31
   Jun-87     30
   Jul-87     31
   Aug-87     31
   Sep-87     30
   Oct-87     31
   Nov-87     30
   Dec-87     31
   Jan-88     31
   Feb-88     29
   Mar-88     31
   Apr-88     30
   May-88     31
   Jun-88     30
   Jul-88     31
   Aug-88     31
   Sep-88     30
   Oct-88     31
   Nov-88     30
   Dec-88     31
   Jan-89     31
   Feb-89     28
   Mar-89     31
   Apr-89     30
   May-89     31
   Jun-89     30
   Jul-89     31
   Aug-89     31
   Sep-89     30
   Oct-89     31
   Nov-89     30
   Dec-89     31
   Jan-90     31
   Feb-90     28
   Mar-90     31
   Apr-90     30
   May-90     31
   Jun-90     30
   Jul-90     31
   Aug-90     31
   Sep-90     30
   Oct-90     31
   Nov-90     30
   Dec-90     31
   Jan-91     31
   Feb-91     28
   Mar-91     31
   Apr-91     30
   May-91     31
   Jun-91     30
   Jul-91     31
   Aug-91     31
   Sep-91     30
   Oct-91     31
   Nov-91     30
   Dec-91     31
   Jan-92     31
   Feb-92     29
   Mar-92     31
   Apr-92     30
   May-92     31
   Jun-92     30
   Jul-92     31
   Aug-92     31
   Sep-92     30    1.16       $500
   Oct-92     31    0.22100.13 $499
   Nov-92     30    3.41103.32 $513
   Dec-92     31    1.26101.17 $517
   Jan-93     31    0.64100.55 $518
   Feb-93     28    1.32101.24 $522
   Mar-93     31     2.2102.11 $531
   Apr-93     30   -2.5597.37% $515
   May-93     31     2.6102.51 $526
   Jun-93     30    0.26100.18 $525
   Jul-93     31   -0.4699.46% $520
   Aug-93     31    3.79103.70 $537
   Sep-93     30   -0.8199.11% $530
   Oct-93     31    2.04101.95 $538
   Nov-93     30   -0.9798.95% $530
   Dec-93     31     1.2101.11 $534
   Jan-94     31    3.37103.28 $549
   Feb-94     28   -2.7197.22% $532
   Mar-94     31   -4.3495.58% $506
   Apr-94     30     1.2101.12 $510
   May-94     31    1.55101.46 $515
   Jun-94     30   -2.4497.48% $500
   Jul-94     31     3.3103.21 $514
   Aug-94     31    3.99103.90 $532
   Sep-94     30   -2.4397.49% $516
   Oct-94     31    2.22102.13 $525
   Nov-94     30   -3.6396.29% $504
   Dec-94     31    1.46101.37 $508
   Jan-95     31    2.65102.56 $519
   Feb-95     28    3.83103.75 $537
   Mar-95     31    2.92102.83 $550
   Apr-95     30    2.94102.86 $563
   May-95     31    3.93103.84 $582
   Jun-95     30    2.27102.19 $593
   Jul-95     31    3.34103.25 $609
   Aug-95     31    0.25100.16 $608
   Sep-95     30    4.18104.09 $630
   Oct-95     31   -0.3499.57% $625
   Nov-95     30    4.35104.26 $649
   Dec-95     31    1.83101.74 $658
   Jan-96     31    3.42103.33 $677
   Feb-96     29    0.93100.85 $680
   Mar-96     31    1.03100.94 $683
   Apr-96     30     1.4101.32 $690
   May-96     31    2.55102.46 $704
   Jun-96     30    0.43100.35 $703
   Jul-96     31   -4.4395.49% $669
   Aug-96     31    2.06101.97 $679
   Sep-96     30    5.59105.50 $714
   Oct-96     31    2.76102.67 $730
   Nov-96     30     7.5107.41 $781
   Dec-96     31   -1.9797.95% $761
Listed in Order           Max   781
to match MFPR             Min   499
 
 
 
N.EFIA
13
GROWTH PORTFOLIO of Variable Insurance Products Fund seeks to achieve
capital appreciation normally through the purchase of common stocks
(although the Portfolio's investments are not restricted to any one
type of security). Capital appreciation may also be found in other
types of securities, including bonds and preferred stocks. The fund
may be appropriate for investors who are willing to ride out stock
market fluctuations in pursuit of potentially high long-term returns.
The fund is designed for those who want to pursue growth wherever it
may arise, and who understand that this strategy often leads to
investments in smaller, less well-known companies. The fund invests
for growth and does not pursue an income strategy. The graph below is
based on a 5% Benchmark Rate of Return and initial monthly annuity
income of $500.
PROSPECTUS CHARTS CUMULATIVE ONE MONTH TOTAL RETURNS
      M&E   0.01
      BRR   0.05
    Month # of DayGrowth
   Apr-82
   May-82     31
   Jun-82     30
   Jul-82     31
   Aug-82     31
   Sep-82     30
   Oct-82     31
   Nov-82     30
   Dec-82     31
   Jan-83     31
   Feb-83     28
   Mar-83     31
   Apr-83     30
   May-83     31
   Jun-83     30
   Jul-83     31
   Aug-83     31
   Sep-83     30
   Oct-83     31
   Nov-83     30
   Dec-83     31
   Jan-84     31
   Feb-84     29
   Mar-84     31
   Apr-84     30
   May-84     31
   Jun-84     30
   Jul-84     31
   Aug-84     31
   Sep-84     30
   Oct-84     31
   Nov-84     30
   Dec-84     31
   Jan-85     31
   Feb-85     28
   Mar-85     31
   Apr-85     30
   May-85     31
   Jun-85     30
   Jul-85     31
   Aug-85     31
   Sep-85     30
   Oct-85     31
   Nov-85     30
   Dec-85     31
   Jan-86     31
   Feb-86     28
   Mar-86     31
   Apr-86     30
   May-86     31
   Jun-86     30
   Jul-86     31
   Aug-86     31
   Sep-86     30  NEED #S
   Oct-86     31               $      500
   Nov-86     30     2.2102.12 $      509
   Dec-86     31   -1.8698.06% $      497
   Jan-87     31   10.67110.58 $547
   Feb-87     28    4.95104.87 $571
   Mar-87     31    1.63101.54 $578
   Apr-87     30       099.92% $575
   May-87     31    0.68100.59 $576
   Jun-87     30    2.94102.86 $590
   Jul-87     31       4103.91 $611
   Aug-87     31    2.98102.89 $626
   Sep-87     30   -1.1498.78% $616
   Oct-87     31  -21.9777.96% $478
   Nov-87     30   -7.0292.90% $442
   Dec-87     31   10.31110.22 $485
   Jan-88     31    2.17102.08 $493
   Feb-88     29    8.11108.02 $531
   Mar-88     31   -0.8999.03% $524
   Apr-88     30    1.26101.18 $528
   May-88     31   -0.8999.03% $520
   Jun-88     30    5.03104.94 $544
   Jul-88     31   -0.5199.41% $538
   Aug-88     31   -2.4197.51% $523
   Sep-88     30    2.82102.74 $535
   Oct-88     31    0.26100.17 $534
   Nov-88     30   -0.9498.98% $526
   Dec-88     31    1.03100.94 $529
   Jan-89     31    7.17107.08 $564
   Feb-89     28   -2.0797.85% $550
   Mar-89     31    3.02102.93 $564
   Apr-89     30    5.29105.20 $591
   May-89     31    3.58103.49 $609
   Jun-89     30   -1.3298.60% $598
   Jul-89     31    8.94108.85 $648
   Aug-89     31    1.71101.62 $656
   Sep-89     30    0.87100.79 $658
   Oct-89     31    -2.897.12% $637
   Nov-89     30    1.64101.56 $644
   Dec-89     31    2.36102.27 $656
   Jan-90     31    -5.894.12% $615
   Feb-90     28    0.96100.88 $618
   Mar-90     31    1.22101.13 $622
   Apr-90     30   -2.9197.01% $601
   May-90     31    8.85108.76 $651
   Jun-90     30    2.08102.00 $661
   Jul-90     31   -1.5898.34% $648
   Aug-90     31   -10.389.62% $578
   Sep-90     30  -10.2989.64% $516
   Oct-90     31   -3.5796.35% $495
   Nov-90     30     8.1108.01 $533
   Dec-90     31    2.95102.86 $546
   Jan-91     31    6.66106.57 $579
   Feb-91     28    7.46107.38 $620
   Mar-91     31    3.02102.93 $635
   Apr-91     30   -0.9398.99% $626
   May-91     31    5.91105.82 $660
   Jun-91     30   -7.4292.50% $608
   Jul-91     31    9.53109.44 $663
   Aug-91     31    4.44104.35 $689
   Sep-91     30    0.78100.70 $691
   Oct-91     31    3.09103.00 $708
   Nov-91     30   -5.7194.21% $665
   Dec-91     31   13.21113.11 $749
   Jan-92     31     6.1106.01 $791
   Feb-92     29    2.09102.01 $803
   Mar-92     31   -6.1393.79% $750
   Apr-92     30   -3.9296.00% $717
   May-92     31   -0.8599.07% $708
   Jun-92     30   -3.8896.04% $677
   Jul-92     31    3.86103.77 $700
   Aug-92     31   -2.7597.17% $677
   Sep-92     30    1.76101.68 $686
   Oct-92     31    3.87103.78 $709
   Nov-92     30    6.68106.59 $752
   Dec-92     31    3.08102.99 $772
   Jan-93     31    1.97101.88 $783
   Feb-93     28   -2.0697.86% $763
   Mar-93     31    3.99103.90 $790
   Apr-93     30   -1.0598.87% $778
   May-93     31    7.45107.36 $831
   Jun-93     30    1.03100.95 $836
   Jul-93     31   -0.2899.63% $830
   Aug-93     31    5.02104.93 $867
   Sep-93     30    1.86101.78 $879
   Oct-93     31    0.96100.87 $883
   Nov-93     30   -4.0595.87% $843
   Dec-93     31    3.54103.45 $868
   Jan-94     31    2.51102.42 $886
   Feb-94     28   -1.0398.89% $873
   Mar-94     31   -4.5495.38% $829
   Apr-94     30    0.62100.54 $830
   May-94     31   -2.3297.60% $807
   Jun-94     30   -5.0894.84% $762
   Jul-94     31    3.47103.38 $785
   Aug-94     31    5.67105.58 $825
   Sep-94     30   -1.2198.71% $811
   Oct-94     31    4.06103.97 $840
   Nov-94     30   -3.9995.93% $802
   Dec-94     31    2.55102.46 $819
   Jan-95     31   -1.8998.03% $799
   Feb-95     28    4.14104.06 $828
   Mar-95     31    3.63103.54 $854
   Apr-95     30    3.37103.28 $879
   May-95     31     3.9103.81 $909
   Jun-95     30    8.85108.76 $984
   Jul-95     31    9.89109.80$1,076
   Aug-95     31    1.23101.14$1,084
   Sep-95     30    2.59102.51$1,107
   Oct-95     31   -1.0298.90%$1,090
   Nov-95     30   -0.0799.85%$1,084
   Dec-95     31   -3.1296.80%$1,045
   Jan-96     31    1.58101.49$1,056
   Feb-96     29    3.35103.27$1,086
   Mar-96     31    0.39100.30$1,085
   Apr-96     30    3.91103.82$1,122
   May-96     31    3.13103.04$1,151
   Jun-96     30   -1.9697.96%$1,123
   Jul-96     31   -7.6592.27%$1,032
   Aug-96     31    2.99102.90$1,058
   Sep-96     30    6.72106.63$1,124
   Oct-96     31   -0.2399.68%$1,115
   Nov-96     30    5.55105.46$1,172
   Dec-96     31   -3.0896.84%$1,130
Listed in Order           Max 1,172
to match MFPR             Min   442
 
 
 
14
N.EFIA
OVERSEAS PORTFOLIO of Variable Insurance Products Fund seeks long-term
growth of capital primarily through investments in foreign securities.
Overseas Portfolio provides a means for investors to diversify their
own portfolios by participating in companies and economies outside of
the  United States. The fund may be appropriate for investors who want
to pursue their investment goals in markets outside of the United
States. By including international investments in your portfolio, you
can achieve additional diversification and participate in growth
opportunities around the world. However, it is important to note that
investments in foreign securities involve risks in addition to those
of U.S. investments.In addition to general risks, international
investing involves different or increased risks. The performance of
international funds depends upon currency values, the political and
regulatory environment, and overall economic factors in the countries
in which the fund invests. The graph below is based on a 5% Benchmark
Rate of Return and initial monthly annuity income of $500.
PROSPECTUS CHARTS CUMULATIVE ONE MONTH TOTAL RETURNS
      M&E   0.01
      BRR   0.05
    Month # of DayOverseas
   Apr-82
   May-82     31
   Jun-82     30
   Jul-82     31
   Aug-82     31
   Sep-82     30
   Oct-82     31
   Nov-82     30
   Dec-82     31
   Jan-83     31
   Feb-83     28
   Mar-83     31
   Apr-83     30
   May-83     31
   Jun-83     30
   Jul-83     31
   Aug-83     31
   Sep-83     30
   Oct-83     31
   Nov-83     30
   Dec-83     31
   Jan-84     31
   Feb-84     29
   Mar-84     31
   Apr-84     30
   May-84     31
   Jun-84     30
   Jul-84     31
   Aug-84     31
   Sep-84     30
   Oct-84     31
   Nov-84     30
   Dec-84     31
   Jan-85     31
   Feb-85     28
   Mar-85     31
   Apr-85     30
   May-85     31
   Jun-85     30
   Jul-85     31
   Aug-85     31
   Sep-85     30
   Oct-85     31
   Nov-85     30
   Dec-85     31
   Jan-86     31
   Feb-86     28
   Mar-86     31
   Apr-86     30
   May-86     31
   Jun-86     30
   Jul-86     31
   Aug-86     31
   Sep-86     30
   Oct-86     31
   Nov-86     30
   Dec-86     31
   Jan-87     31               $  500
   Feb-87     28     0.1100.02 $      498
   Mar-87     31  4.4955104.41 $518
   Apr-87     30  7.2657107.18 $553
   May-87     31  -1.42698.49% $542
   Jun-87     30  -4.88295.04% $513
   Jul-87     31  -1.14098.77% $505
   Aug-87     31  8.8461108.75 $547
   Sep-87     30  -2.20897.71% $532
   Oct-87     31  -20.8679.07% $419
   Nov-87     30  0.9132100.83 $421
   Dec-87     31  7.0380106.95 $448
   Jan-88     31  -3.42296.50% $431
   Feb-88     29  2.6578102.58 $440
   Mar-88     31  4.5307104.44 $458
   Apr-88     30  1.6511101.57 $463
   May-88     31  -1.82798.09% $452
   Jun-88     30  -1.75898.16% $442
   Jul-88     31  -0.73699.18% $437
   Aug-88     31  -3.49996.42% $419
   Sep-88     30  4.2857104.20 $435
   Oct-88     31  4.4257104.34 $452
   Nov-88     30  1.8163101.73 $458
   Dec-88     31  0.1982100.11 $457
   Jan-89     31  2.9673102.88 $468
   Feb-89     28  1.7291101.65 $474
   Mar-89     31  -0.09099.82% $471
   Apr-89     30  2.9523102.87 $483
   May-89     31  -3.70096.22% $463
   Jun-89     30  -0.38499.53% $459
   Jul-89     31  9.3539109.26 $499
   Aug-89     31  -0.70599.21% $493
   Sep-89     30  6.2166106.13 $521
   Oct-89     31  -5.43494.48% $490
   Nov-89     30  5.3934105.31 $514
   Dec-89     31  6.2919106.20 $544
   Jan-90     31  -1.34198.57% $534
   Feb-90     28  -2.33497.59% $519
   Mar-90     31  3.7797103.69 $536
   Apr-90     30  0.5542100.47 $537
   May-90     31  6.5354106.44 $569
   Jun-90     30  2.2172102.13 $579
   Jul-90     31  5.0614104.97 $605
   Aug-90     31  -10.1889.74% $541
   Sep-90     30  -9.50190.42% $487
   Oct-90     31  9.3141109.22 $530
   Nov-90     30  -3.09896.82% $511
   Dec-90     31  -0.71999.20% $504
   Jan-91     31  0.9661100.88 $507
   Feb-91     28  3.3689103.29 $522
   Mar-91     31  -2.92496.99% $504
   Apr-91     30  2.1986102.11 $512
   May-91     31  0.2390100.15 $511
   Jun-91     30  -5.48494.44% $481
   Jul-91     31  4.9621104.87 $502
   Aug-91     31  0.3205100.23 $501
   Sep-91     30  4.0734103.99 $519
   Oct-91     31  0.6907100.60 $520
   Nov-91     30  -3.58296.34% $499
   Dec-91     31  3.4782103.39 $514
   Jan-92     31  1.2223101.14 $517
   Feb-92     29  -2.08397.84% $504
   Mar-92     31  -2.03197.89% $492
   Apr-92     30  6.2200106.13 $520
   May-92     31  4.3543104.27 $539
   Jun-92     30  -1.87098.05% $527
   Jul-92     31  -6.37893.54% $491
   Aug-92     31  -0.86199.05% $484
   Sep-92     30  -4.02895.89% $      462
   Oct-92     31   -6.8393.09% $      429
   Nov-92     30   -0.5399.39% $      424
   Dec-92     31    2.49102.40 $      433
   Jan-93     31    2.86102.77 $      443
   Feb-93     28    1.96101.88 $      450
   Mar-93     31    6.94106.85 $      478
   Apr-93     30    6.65106.56 $      508
   May-93     31    2.15102.06 $      516
   Jun-93     30   -2.4797.45% $      501
   Jul-93     31    3.95103.86 $      518
   Aug-93     31    5.44105.35 $      543
   Sep-93     30   -0.4899.44% $      538
   Oct-93     31    3.62103.53 $      555
   Nov-93     30   -4.2295.70% $      529
   Dec-93     31    6.61106.52 $      561
   Jan-94     31    6.52106.43 $      595
   Feb-94     28   -1.7698.16% $      582
   Mar-94     31   -2.4897.44% $      564
   Apr-94     30    3.31103.22 $      580
   May-94     31   -1.2398.69% $      570
   Jun-94     30   -1.0698.86% $      562
   Jul-94     31    2.65102.56 $      574
   Aug-94     31    1.17101.08 $      577
   Sep-94     30   -2.6197.31% $      560
   Oct-94     31    2.06101.97 $      568
   Nov-94     30   -3.7996.13% $      544
   Dec-94     31   -0.5799.35% $      538
   Jan-95     31   -4.1595.77% $      513
   Feb-95     28    0.26100.18 $      512
   Mar-95     31    3.08102.99 $      526
   Apr-95     30    2.86102.78 $      538
   May-95     31    1.39101.30 $      543
   Jun-95     30    0.81100.73 $      544
   Jul-95     31    4.44104.35 $      566
   Aug-95     31   -2.7897.14% $      547
   Sep-95     30    1.46101.38 $      553
   Oct-95     31   -1.9897.94% $      539
   Nov-95     30    1.16101.08 $      543
   Dec-95     31    2.96102.87 $      556
   Jan-96     31    1.88101.79 $      564
   Feb-96     29    0.22100.14 $      562
   Mar-96     31    1.53101.44 $      568
   Apr-96     30    2.78102.70 $      581
   May-96     31    0.0699.97% $      578
   Jun-96     30    0.73100.65 $      580
   Jul-96     31   -2.9696.96% $      560
   Aug-96     31    0.75100.66 $      561
   Sep-96     30    2.92102.84 $      575
   Oct-96     31      -198.92% $      566
   Nov-96     30    5.22105.13 $      593
   Dec-96     31    0.53100.44 $      593
Listed in Order           Max   605
to match MFPR             Min   419
 
 
 
15
N.EFIA
ASSET MANAGER: GROWTH PORTFOLIO of Variable Insurance Products Fund II
seeks to maximize total return by allocating its assets among a mix of
domestic and foreign stocks, bonds and short-term fixed income
instruments. The fund may be appropriate for investors who want to
diversify among domestic and foreign stocks, bonds, short-term
instruments and other types of securities, in one fund. The fund,
while spreading its assets among all three asset classes, uses a more
aggressive approach by focusing on stocks for a higher potential
return. Because the fund own different types of investments, their
performance is affected by a variety of factors. The value of the
fund's investments and the income generated will vary from day to day,
and generally reflect interest rates, market conditions, and other
company, political and economic news. Performance also depends on
FMR's skills in allocating assets. The graph below is based on a 5%
Benchmark Rate of Return and initial monthly annuity income of $500.
PROSPECTUS CHARTS CUMULATIVE ONE MONTH TOTAL RETURNS
      M&E   0.01
      BRR   0.05
    Month # of DayAsset Manager:Growth
   Apr-82
   May-82     31
   Jun-82     30
   Jul-82     31
   Aug-82     31
   Sep-82     30
   Oct-82     31
   Nov-82     30
   Dec-82     31
   Jan-83     31
   Feb-83     28
   Mar-83     31
   Apr-83     30
   May-83     31
   Jun-83     30
   Jul-83     31
   Aug-83     31
   Sep-83     30
   Oct-83     31
   Nov-83     30
   Dec-83     31
   Jan-84     31
   Feb-84     29
   Mar-84     31
   Apr-84     30
   May-84     31
   Jun-84     30
   Jul-84     31
   Aug-84     31
   Sep-84     30
   Oct-84     31
   Nov-84     30
   Dec-84     31
   Jan-85     31
   Feb-85     28
   Mar-85     31
   Apr-85     30
   May-85     31
   Jun-85     30
   Jul-85     31
   Aug-85     31
   Sep-85     30
   Oct-85     31
   Nov-85     30
   Dec-85     31
   Jan-86     31
   Feb-86     28
   Mar-86     31
   Apr-86     30
   May-86     31
   Jun-86     30
   Jul-86     31
   Aug-86     31
   Sep-86     30
   Oct-86     31
   Nov-86     30
   Dec-86     31
   Jan-87     31
   Feb-87     28
   Mar-87     31
   Apr-87     30
   May-87     31
   Jun-87     30
   Jul-87     31
   Aug-87     31
   Sep-87     30
   Oct-87     31
   Nov-87     30
   Dec-87     31
   Jan-88     31
   Feb-88     29
   Mar-88     31
   Apr-88     30
   May-88     31
   Jun-88     30
   Jul-88     31
   Aug-88     31
   Sep-88     30
   Oct-88     31
   Nov-88     30
   Dec-88     31
   Jan-89     31
   Feb-89     28
   Mar-89     31
   Apr-89     30
   May-89     31
   Jun-89     30
   Jul-89     31
   Aug-89     31
   Sep-89     30
   Oct-89     31
   Nov-89     30
   Dec-89     31
   Jan-90     31
   Feb-90     28
   Mar-90     31
   Apr-90     30
   May-90     31
   Jun-90     30
   Jul-90     31
   Aug-90     31
   Sep-90     30
   Oct-90     31
   Nov-90     30
   Dec-90     31
   Jan-91     31
   Feb-91     28
   Mar-91     31
   Apr-91     30
   May-91     31
   Jun-91     30
   Jul-91     31
   Aug-91     31
   Sep-91     30
   Oct-91     31
   Nov-91     30
   Dec-91     31
   Jan-92     31
   Feb-92     29
   Mar-92     31
   Apr-92     30
   May-92     31
   Jun-92     30
   Jul-92     31
   Aug-92     31
   Sep-92     30
   Oct-92     31
   Nov-92     30
   Dec-92     31
   Jan-93     31
   Feb-93     28
   Mar-93     31
   Apr-93     30
   May-93     31
   Jun-93     30
   Jul-93     31
   Aug-93     31
   Sep-93     30
   Oct-93     31
   Nov-93     30
   Dec-93     31
   Jan-94     31
   Feb-94     28
   Mar-94     31
   Apr-94     30
   May-94     31
   Jun-94     30
   Jul-94     31
   Aug-94     31
   Sep-94     30
   Oct-94     31
   Nov-94     30
   Dec-94     31
   Jan-95     31               $500
   Feb-95     28     1.5101.42 $505
   Mar-95     31    1.38101.29 $510
   Apr-95     30    2.62102.54 $520
   May-95     31    1.42101.33 $525
   Jun-95     30    4.01103.92 $544
   Jul-95     31    3.67103.58 $561
   Aug-95     31    4.49104.40 $583
   Sep-95     30    1.49101.41 $589
   Oct-95     31   -3.8396.09% $564
   Nov-95     30    1.78101.70 $571
   Dec-95     31    2.52102.43 $582
   Jan-96     31    2.38102.29 $593
   Feb-96     29    0.35100.27 $592
   Mar-96     31     1.8101.71 $600
   Apr-96     30    2.36102.28 $611
   May-96     31    1.56101.47 $618
   Jun-96     30     0.4100.32 $617
   Jul-96     31    -2.597.42% $599
   Aug-96     31    0.74100.65 $600
   Sep-96     30    4.11104.02 $622
   Oct-96     31    2.92102.83 $637
   Nov-96     30    6.51106.42 $675
   Dec-96     31    -1.998.02% $659
Listed in Order           Max   675
to match MFPR             Min   500
 
 
 
16
N.EFIA
CONTRAFUND PORTFOLIO of Variable Insurance Products Fund II seeks
capital appreciation by investing primarily in equity securities of
companies that are considered to be undervalued or out-of-favor by the
Fund's advisor. The fund may be appropriate for investors who are
willing to ride out stock market fluctuations in pursuit of
potentially high long-term returns. The fund is designed for those who
are looking for an investment approach that follows a contrarian
philosophy. The graph below is based on a 5% Benchmark Rate of Return
and initial monthly annuity income of $500.
PROSPECTUS CHARTS CUMULATIVE ONE MONTH TOTAL RETURNS
      M&E   0.01
      BRR   0.05
    Month # of DayContrafund
   Apr-82
   May-82     31
   Jun-82     30
   Jul-82     31
   Aug-82     31
   Sep-82     30
   Oct-82     31
   Nov-82     30
   Dec-82     31
   Jan-83     31
   Feb-83     28
   Mar-83     31
   Apr-83     30
   May-83     31
   Jun-83     30
   Jul-83     31
   Aug-83     31
   Sep-83     30
   Oct-83     31
   Nov-83     30
   Dec-83     31
   Jan-84     31
   Feb-84     29
   Mar-84     31
   Apr-84     30
   May-84     31
   Jun-84     30
   Jul-84     31
   Aug-84     31
   Sep-84     30
   Oct-84     31
   Nov-84     30
   Dec-84     31
   Jan-85     31
   Feb-85     28
   Mar-85     31
   Apr-85     30
   May-85     31
   Jun-85     30
   Jul-85     31
   Aug-85     31
   Sep-85     30
   Oct-85     31
   Nov-85     30
   Dec-85     31
   Jan-86     31
   Feb-86     28
   Mar-86     31
   Apr-86     30
   May-86     31
   Jun-86     30
   Jul-86     31
   Aug-86     31
   Sep-86     30
   Oct-86     31
   Nov-86     30
   Dec-86     31
   Jan-87     31
   Feb-87     28
   Mar-87     31
   Apr-87     30
   May-87     31
   Jun-87     30
   Jul-87     31
   Aug-87     31
   Sep-87     30
   Oct-87     31
   Nov-87     30
   Dec-87     31
   Jan-88     31
   Feb-88     29
   Mar-88     31
   Apr-88     30
   May-88     31
   Jun-88     30
   Jul-88     31
   Aug-88     31
   Sep-88     30
   Oct-88     31
   Nov-88     30
   Dec-88     31
   Jan-89     31
   Feb-89     28
   Mar-89     31
   Apr-89     30
   May-89     31
   Jun-89     30
   Jul-89     31
   Aug-89     31
   Sep-89     30
   Oct-89     31
   Nov-89     30
   Dec-89     31
   Jan-90     31
   Feb-90     28
   Mar-90     31
   Apr-90     30
   May-90     31
   Jun-90     30
   Jul-90     31
   Aug-90     31
   Sep-90     30
   Oct-90     31
   Nov-90     30
   Dec-90     31
   Jan-91     31
   Feb-91     28
   Mar-91     31
   Apr-91     30
   May-91     31
   Jun-91     30
   Jul-91     31
   Aug-91     31
   Sep-91     30
   Oct-91     31
   Nov-91     30
   Dec-91     31
   Jan-92     31
   Feb-92     29
   Mar-92     31
   Apr-92     30
   May-92     31
   Jun-92     30
   Jul-92     31
   Aug-92     31
   Sep-92     30
   Oct-92     31
   Nov-92     30
   Dec-92     31
   Jan-93     31
   Feb-93     28
   Mar-93     31
   Apr-93     30
   May-93     31
   Jun-93     30
   Jul-93     31
   Aug-93     31
   Sep-93     30
   Oct-93     31
   Nov-93     30
   Dec-93     31
   Jan-94     31
   Feb-94     28
   Mar-94     31
   Apr-94     30
   May-94     31
   Jun-94     30
   Jul-94     31
   Aug-94     31
   Sep-94     30
   Oct-94     31
   Nov-94     30
   Dec-94     31
   Jan-95     31               $500
   Feb-95     28    5.07104.99 $523
   Mar-95     31    5.01104.92 $546
   Apr-95     30    5.42105.33 $573
   May-95     31    2.18102.09 $583
   Jun-95     30    6.56106.47 $618
   Jul-95     31    7.85107.76 $663
   Aug-95     31    1.26101.17 $668
   Sep-95     30     2.2102.12 $680
   Oct-95     31   -2.0897.84% $662
   Nov-95     30    1.83101.75 $671
   Dec-95     31    0.44100.35 $671
   Jan-96     31    0.73100.64 $672
   Feb-96     29    0.36100.28 $672
   Mar-96     31    3.26103.17 $690
   Apr-96     30     3.3103.21 $709
   May-96     31    1.15101.06 $714
   Jun-96     30   -0.8199.11% $705
   Jul-96     31   -4.6795.25% $668
   Aug-96     31    3.83103.74 $691
   Sep-96     30    4.24104.15 $716
   Oct-96     31    3.08102.99 $735
   Nov-96     30    5.98105.89 $775
   Dec-96     31    -0.699.32% $766
Listed in Order           Max   775
to match MFPR             Min   500
 
 
 
17
N.EFIA
GROWTH OPPORTUNITIES PORTFOLIO of Variable Insurance Products Fund III
seeks capital growth by investing in a wide range of common domestic
and foreign stocks, and securities convertible into common stocks.
Although the fund invests primarily in common stock, it has the
ability to purchase securities, such as preferred stock and bonds that
may produce capital growth. The value of the fund's investments and,
as applicable, the income they generate will vary from day to day, and
generally reflect changes in market conditions, interest rates, and
other company, political, or economic news. In the short-term, stock
prices can fluctuate dramatically in response to these factors. The
graph below is based on a 5% Benchmark Rate of Return and initial
monthly annuity income of $500.
PROSPECTUS CHARTS CUMULATIVE ONE MONTH TOTAL RETURNS
      M&E   0.01
      BRR   0.05
    Month # of DayGrowth Opportunities
   Apr-82
   May-82     31
   Jun-82     30
   Jul-82     31
   Aug-82     31
   Sep-82     30
   Oct-82     31
   Nov-82     30
   Dec-82     31
   Jan-83     31
   Feb-83     28
   Mar-83     31
   Apr-83     30
   May-83     31
   Jun-83     30
   Jul-83     31
   Aug-83     31
   Sep-83     30
   Oct-83     31
   Nov-83     30
   Dec-83     31
   Jan-84     31
   Feb-84     29
   Mar-84     31
   Apr-84     30
   May-84     31
   Jun-84     30
   Jul-84     31
   Aug-84     31
   Sep-84     30
   Oct-84     31
   Nov-84     30
   Dec-84     31
   Jan-85     31
   Feb-85     28
   Mar-85     31
   Apr-85     30
   May-85     31
   Jun-85     30
   Jul-85     31
   Aug-85     31
   Sep-85     30
   Oct-85     31
   Nov-85     30
   Dec-85     31
   Jan-86     31
   Feb-86     28
   Mar-86     31
   Apr-86     30
   May-86     31
   Jun-86     30
   Jul-86     31
   Aug-86     31
   Sep-86     30
   Oct-86     31
   Nov-86     30
   Dec-86     31
   Jan-87     31
   Feb-87     28
   Mar-87     31
   Apr-87     30
   May-87     31
   Jun-87     30
   Jul-87     31
   Aug-87     31
   Sep-87     30
   Oct-87     31
   Nov-87     30
   Dec-87     31
   Jan-88     31
   Feb-88     29
   Mar-88     31
   Apr-88     30
   May-88     31
   Jun-88     30
   Jul-88     31
   Aug-88     31
   Sep-88     30
   Oct-88     31
   Nov-88     30
   Dec-88     31
   Jan-89     31
   Feb-89     28
   Mar-89     31
   Apr-89     30
   May-89     31
   Jun-89     30
   Jul-89     31
   Aug-89     31
   Sep-89     30
   Oct-89     31
   Nov-89     30
   Dec-89     31
   Jan-90     31
   Feb-90     28
   Mar-90     31
   Apr-90     30
   May-90     31
   Jun-90     30
   Jul-90     31
   Aug-90     31
   Sep-90     30
   Oct-90     31
   Nov-90     30
   Dec-90     31
   Jan-91     31
   Feb-91     28
   Mar-91     31
   Apr-91     30
   May-91     31
   Jun-91     30
   Jul-91     31
   Aug-91     31
   Sep-91     30
   Oct-91     31
   Nov-91     30
   Dec-91     31
   Jan-92     31
   Feb-92     29
   Mar-92     31
   Apr-92     30
   May-92     31
   Jun-92     30
   Jul-92     31
   Aug-92     31
   Sep-92     30
   Oct-92     31
   Nov-92     30
   Dec-92     31
   Jan-93     31
   Feb-93     28
   Mar-93     31
   Apr-93     30
   May-93     31
   Jun-93     30
   Jul-93     31
   Aug-93     31
   Sep-93     30
   Oct-93     31
   Nov-93     30
   Dec-93     31
   Jan-94     31
   Feb-94     28
   Mar-94     31
   Apr-94     30
   May-94     31
   Jun-94     30
   Jul-94     31
   Aug-94     31
   Sep-94     30
   Oct-94     31
   Nov-94     30
   Dec-94     31
   Jan-95     31               $  500
   Feb-95     28    3.08103.00 $      513
   Mar-95     31    1.83101.74 $      520
   Apr-95     30     3.5103.41 $      535
   May-95     31    4.67104.58 $      558
   Jun-95     30    3.06102.97 $      572
   Jul-95     31    3.31103.22 $      588
   Aug-95     31    0.66100.57 $      589
   Sep-95     30    1.71101.63 $      596
   Oct-95     31    0.72100.63 $      597
   Nov-95     30    2.87102.79 $      612
   Dec-95     31    2.57102.48 $      624
   Jan-96     31    1.45101.36 $      630
   Feb-96     29   -0.0799.85% $      627
   Mar-96     31    -0.399.61% $      622
   Apr-96     30     1.6101.52 $      629
   May-96     31    2.24102.15 $      639
   Jun-96     30     0.8100.72 $      641
   Jul-96     31    -2.997.02% $      620
   Aug-96     31     0.6100.51 $      620
   Sep-96     30    4.83104.74 $      647
   Oct-96     31    4.11104.02 $      670
   Nov-96     30    7.56107.47 $      718
   Dec-96     31   -2.5397.39% $      696
Listed in Order           Max   718
to match MFPR             Min   500
 
 
 
18
N.EFIA
BALANCED PORTFOLIO of Variable Insurance Products Fund III seeks both
income and growth of capital by investing in a broad selection of
stocks, bonds, and convertible securities. When FMR's outlook is
neutral, it will invest approximately 60% of the fund's assets in
equity securities and will always invest at least 25% of the fund's
assets in fixed income securities. The value of the fund's investments
and, as applicable, the income they generate will vary from day to
day, and generally reflect changes in market conditions, interest
rates, and other company, political, or economic news. In the
short-term, stock prices can fluctuate dramatically in response to
these factors. The graph below is based on a 5% bench mark rate of
Pentin and initial monthly annuity income of $500.
PROSPECTUS CHARTS CUMULATIVE ONE MONTH TOTAL RETURNS
      M&E   0.01
      BRR   0.05
    Month # of DayBalanced
   Apr-82
   May-82     31
   Jun-82     30
   Jul-82     31
   Aug-82     31
   Sep-82     30
   Oct-82     31
   Nov-82     30
   Dec-82     31
   Jan-83     31
   Feb-83     28
   Mar-83     31
   Apr-83     30
   May-83     31
   Jun-83     30
   Jul-83     31
   Aug-83     31
   Sep-83     30
   Oct-83     31
   Nov-83     30
   Dec-83     31
   Jan-84     31
   Feb-84     29
   Mar-84     31
   Apr-84     30
   May-84     31
   Jun-84     30
   Jul-84     31
   Aug-84     31
   Sep-84     30
   Oct-84     31
   Nov-84     30
   Dec-84     31
   Jan-85     31
   Feb-85     28
   Mar-85     31
   Apr-85     30
   May-85     31
   Jun-85     30
   Jul-85     31
   Aug-85     31
   Sep-85     30
   Oct-85     31
   Nov-85     30
   Dec-85     31
   Jan-86     31
   Feb-86     28
   Mar-86     31
   Apr-86     30
   May-86     31
   Jun-86     30
   Jul-86     31
   Aug-86     31
   Sep-86     30
   Oct-86     31
   Nov-86     30
   Dec-86     31
   Jan-87     31
   Feb-87     28
   Mar-87     31
   Apr-87     30
   May-87     31
   Jun-87     30
   Jul-87     31
   Aug-87     31
   Sep-87     30
   Oct-87     31
   Nov-87     30
   Dec-87     31
   Jan-88     31
   Feb-88     29
   Mar-88     31
   Apr-88     30
   May-88     31
   Jun-88     30
   Jul-88     31
   Aug-88     31
   Sep-88     30
   Oct-88     31
   Nov-88     30
   Dec-88     31
   Jan-89     31
   Feb-89     28
   Mar-89     31
   Apr-89     30
   May-89     31
   Jun-89     30
   Jul-89     31
   Aug-89     31
   Sep-89     30
   Oct-89     31
   Nov-89     30
   Dec-89     31
   Jan-90     31
   Feb-90     28
   Mar-90     31
   Apr-90     30
   May-90     31
   Jun-90     30
   Jul-90     31
   Aug-90     31
   Sep-90     30
   Oct-90     31
   Nov-90     30
   Dec-90     31
   Jan-91     31
   Feb-91     28
   Mar-91     31
   Apr-91     30
   May-91     31
   Jun-91     30
   Jul-91     31
   Aug-91     31
   Sep-91     30
   Oct-91     31
   Nov-91     30
   Dec-91     31
   Jan-92     31
   Feb-92     29
   Mar-92     31
   Apr-92     30
   May-92     31
   Jun-92     30
   Jul-92     31
   Aug-92     31
   Sep-92     30
   Oct-92     31
   Nov-92     30
   Dec-92     31
   Jan-93     31
   Feb-93     28
   Mar-93     31
   Apr-93     30
   May-93     31
   Jun-93     30
   Jul-93     31
   Aug-93     31
   Sep-93     30
   Oct-93     31
   Nov-93     30
   Dec-93     31
   Jan-94     31
   Feb-94     28
   Mar-94     31
   Apr-94     30
   May-94     31
   Jun-94     30
   Jul-94     31
   Aug-94     31
   Sep-94     30
   Oct-94     31
   Nov-94     30
   Dec-94     31
   Jan-95     31               $  500
   Feb-95     28       2101.92 $      508
   Mar-95     31    0.69100.60 $      509
   Apr-95     30    1.27101.19 $      513
   May-95     31    2.12102.03 $      521
   Jun-95     30    1.23101.15 $      525
   Jul-95     31     1.3101.21 $      529
   Aug-95     31    0.37100.28 $      528
   Sep-95     30    0.92100.84 $      531
   Oct-95     31   -1.1898.74% $      522
   Nov-95     30    2.94102.86 $      534
   Dec-95     31    1.62101.53 $      540
   Jan-96     31    0.72100.63 $      542
   Feb-96     29   -1.3498.58% $      532
   Mar-96     31   -0.8199.11% $      525
   Apr-96     30    0.27100.19 $      524
   May-96     31    1.09101.00 $      527
   Jun-96     30    0.63100.55 $      528
   Jul-96     31   -1.9797.95% $      515
   Aug-96     31    0.64100.55 $      515
   Sep-96     30    4.26104.17 $      535
   Oct-96     31     2.7102.61 $      546
   Nov-96     30    5.25105.16 $      572
   Dec-96     31   -1.6198.31% $      560
Listed in Order           Max   572
to match MFPR             Min   500
 
 
   GROWTH & INCOME PORTFOLIO     seeks High total return through a
combination of current income and capital appreciation by investing
mainly in equity securities. The Fund may also invest in equity
securities that are not paying dividends, but offer the potential for
capital appreciation of future income. The Fund may be appropriate for
investors who are willing to ride out stock market fluctuations in
pursuit of potentially high long-term returns. The Fund is designed
for those who seek a combination of growth and income from equity and
some bond investment.
MORGAN STANLEY ASSET MANAGEMENT INC.
   EMERGING MARKETS DEBT PORTFOLIO     seeks high total return by
investing primarily in Fixed Income Securities of government and
government-related issuers located in emerging market countries, which
securities provide a high level of current income, while at the same
time holding the potential for capital appreciation if the perceived
credit worthiness of the issuer improves due to improving economic,
financial, political, social or other conditions in the country in
which the issuer is located. Under normal market conditions, the
Portfolio will invest a large portion of its total assets in
Government Fixed Income Securities, including Loan Participations and
Assignments between governments and financial institutions, securities
issued by government owned, controlled or sponsored entities and
securities of entities organized to restructure outstanding debt of
such issuers. In selecting Emerging Market Country Fixed Income
Securities for the Portfolio, Morgan Stanley Asset Management Inc.
("MSAM") will apply a market risk analysis contemplating assessment of
factors such as liquidity, volatility, tax implications, interest rate
sensitivity, counterparty risks and technical market considerations.
As opportunities to invest in debt securities in other countries
develop, the Portfolio expects to expand and further diversify the
universe of emerging market countries in which it invests. The
Portfolio maybe appropriate for those who seek a high level of current
income from Emerging Market Country Securities that are Fixed Income
Securities, while holding the potential for capital appreciation.
   EMERGING MARKETS EQUITY PORTFOLIO     seeks long-term capital
appreciation by investing primarily in Equity Securities of emerging
market country issuers with a focus on those in which MSAM believes
the economies are developing strongly and in which the markets are
becoming more sophisticated. The Portfolio may be appropriate for
those who seek to achieve long-term capital appreciation by investing
in Emerging Market Country Securities. By including emerging market
country investments in their portfolio, investors can achieve
additional diversification and participate in growth opportunities in
emerging market countries. Under normal market conditions, a large
percentage of the total assets of the Portfolio will be invested in
Emerging Market Country Equity Securities. There are currently over
130 countries which, in the opinion of MSAM, are generally considered
to be emerging or developing countries by the international financial
community, approximately 40 of which currently have stock markets. As
markets in other countries develop, the Portfolio expects to expand
and further diversify the emerging market countries in which it
invests. In selecting industries and particular issuers, MSAM will
evaluate costs of labor and raw materials, access to technology,
export of products and government regulation. Although the Portfolio
seeks to invest in larger companies, it may invest in small-and medium
size companies that, in MSAM's view, have potential for growth.
   GLOBAL EQUITY PORTFOLIO     seeks long-term capital appreciation by
investing primarily in Equity Securities of issuers throughout the
world, including U.S. issuers and issuers in emerging market
countries, using an approach that is oriented to the selection of
individual stocks that MSAM believes are undervalued. The Portfolio
may be appropriate for investors who seek to pursue their investment
goals in markets throughout the world, including the United States. By
including international investments in their portfolio, investors can
achieve additional diversification and participate in growth
opportunities around the world. Under normal circumstances, a
substantial amount of the total assets of the Portfolio will be
invested in Equity Securities, and a lesser percentage of the
Portfolio's assets will be invested in Common Stocks of U.S. issuers
and the remaining equity position will be invested in at least three
countries other than the United States. MSAM's approach is oriented to
individual stock selection and is value driven. In selecting stocks
for the Portfolio, MSAM initially identifies those stocks that it
believes to be undervalued in relation to the issuers assets, cash
flow, earnings and revenues, and then evaluates the future value of
such stocks by running the results of an in-depth study of the issuer
through a dividend discount model. In selecting investments, MSAM
utilizes the research of a number of sources, including Morgan Stanley
Capital International, an affiliate of MSAM located in Geneva,
Switzerland.
   INTERNATIONAL MAGNUM PORTFOLIO     seeks long-term capital
appreciation by investing primarily in Equity Securities of non U.S.
issuers domiciled in EAFE countries, pursuant to weightings determined
by MSAM. The Portfolio may be appropriate for investors who seek to
pursue their investment goals in markets outside of the United States.
By including international investments in their portfolio, investors
can achieve additional diversification and participate in growth
opportunities around the world. The countries in which the Portfolio
will invest are those comprising the Morgan Stanley Capital
International EAFE Index, which includes Australia, Japan, New
Zealand, most nations located in Western Europe and certain developed
countries in Asia, such as Hong Kong and Singapore (each an "EAFE
country", and collectively the "EAFE countries"). Under normal market
conditions, a large percentage of the total assets of the Portfolio
will be invested in Equity Securities of issuers in at least three
different EAFE countries.
PBHG
   SELECT 20 PORTFOLIO     seeks long-term growth of capital and
income. The Portfolio will normally be substantially invested in
equity securities (including ADRs and foreign equity securities). The
equity securities in which the Portfolio will invest are common
stocks, warrants and rights to purchase common stocks, and debt
securities and preferred stocks that are convertible into common
stocks. Under normal market conditions, the Portfolio will invest at
least 65%of its total assets in equity securities of a limited number
(i.e., no more than 20 stocks) of large capitalization companies that,
in Pilgrim Baxter & Associates, Ltd.'s (the "Adviser") opinion, have a
strong earnings growth outlook and potential for capital appreciation.
Such large companies have market capitalization in excess of $1
billion. Because the Portfolio focuses on equity securities of a small
number of companies, the impact of a change in value of a single stock
holding may be magnified.
GROWTH II    PORTFOLIO     seeks capital appreciation and will
normally be as fully invested as practicable in common stocks and
securities convertible into common stocks. Under normal market
conditions, the Portfolio will invest at least 65%of its total assets
in common stocks and convertible securities of small and medium sized
growth companies (market capitalization or annual revenues up to $4
billion). The Portfolio will seek to achieve its objective by
investing in companies believed by the Adviser to have an outlook for
strong earnings growth and the potential for significant capital
appreciation. The Securities will be sold when the Adviser believes
that anticipated appreciation is no longer probable, alternative
investments offer superior appreciation prospects, or the risk of a
decline in market price is too great. The Portfolio will likely have
somewhat greater volatility than the stock market in general. Because
the investment techniques employed by the Adviser are responsive to
near-term earnings trends of the companies whose securities are owned
by the Portfolio, the Portfolio turnover can be expected to be fairly
high.
   LARGE CAP VALUE PORTFOLIO     seeks long-term growth of capital and
income. Current income is a secondary objective. Under normal market
conditions, the Portfolio will invest a majority percentage of its
total assets in a diversified Portfolio of equity securities of large
capitalization companies which, in the opinion of the Adviser and
Newbold's Asset Management, Inc. ("the Sub-Adviser"), are undervalued
or overlooked by the market. In selecting investments for the
Portfolio, the Adviser and Sub-Adviser emphasize fundamental
investment value and consider the following factors, among others, in
identifying and analyzing a security's fundamental value: the
relationship of a company's potential earnings power to its current
stock price; current dividend income and potential for current
dividends, strong balance sheet with with low financial leverage; low
price/earnings ratio relative to other similar companies; and
potential for favorable business developments.
   SMALL CAP VALUE PORTFOLIO     seeks to achieve above-average total
return over a market cycle of three to five years, consistent with
reasonable risk, by investing primarily in a diversified Portfolio of
common stocks of small companies with market capitalizations in the
range of companies represented in the Russell 2000 Index which are
considered to be relatively undervalued based on certain proprietary
measures of value. In selecting investments for the Portfolio, the
Adviser and Sub-Adviser emphasize fundamental investment value and
consider the following factors, among others, in identifying and
analyzing a security's fundamental value: the relationship of a
company's potential earnings power to its current stock price; current
dividend income and potential for current dividends; low
price/earnings ratio relative to other similar companies; strong
competitive advantages, including a recognized brand or trade name or
niche market position; sufficient resources for expansion; capability
of management; and favorable overall business prospects. 
   TECHNOLOGY & COMMUNICATIONS PORTFOLIO     seeks long-term growth of
capital. Current income is incidental to the Portfolio's objective.
Under normal market conditions, the Portfolio will invest at least 65%
of its total assets in common stocks of companies which rely
extensively on technology or communications in their product
development or operations, or which are expected to benefit from
technological advances and improvements, and that may be experiencing
exceptional growth in sales and earnings driven by technology- or
communication-related products and services. Such technology and
communications companies may be in different industries or fields,
including computer software and hardware, electronic components and
systems, network and cable broadcasting, telecommunications, mobile
communications, satellite communications, defense and aerospace,
transportation systems, data storage and retrieval, biotechnology and
medical, and environmental. As a result of this focus, the Portfolio
offers investors the significant growth potential of companies that
may be responsible for breakthrough products or technologies or that
are positioned to take advantage of cutting-edge developments. The
Portfolios stock holdings can range from small companies developing
new technologies or pursuing scientific breakthroughs to large, blue
chip firms with established track records in developing and marketing
such scientific advances. 
STRONG
DISCOVERY FUND II    PORTFOLIO     seeks capital growth. The Fund
invests in securities that the Adviser believes represent attractive
growth opportunities. The Fund normally emphasizes equity securities,
although it has the flexibility to invest in any type of security that
the Adviser believes has the potential for capital appreciation. The
Fund may invest up to 100% of its total assets in equity securities,
including common stocks, preferred stocks, and securities that are
convertible into common or preferred stocks, such as warrants and
convertible bonds. The Fund may also invest up to 100% of its assets
in debt obligations, including intermediate-to-long term corporate or
U.S. government debt securities. When the Adviser determines that
market conditions warrant a temporary defensive position, the Fund may
invest without limitation in cash and short-term fixed-income
securities. Although the debt obligations in which it invests will be
primarily investment-grade, the Fund may invest up to 5% of its net
assets in non-investment grade debt obligations. The Fund may also
invest up to 25% of its net assets in foreign securities, including
both direct investments and investments made through depository
receipts. The Adviser attempts to identify companies that are poised
for accelerated earnings growth due to innovative products or
services, new management, or favorable economic or market cycles.
These companies may be small, unseasoned firms in early stages of
development, or they may be mature organizations.
GROWTH FUND II    PORTFOLIO     seeks capital growth. The Fund invests
primarily in equity securities that the Adviser believes have
above-average growth prospects. Under normal market conditions, the
Fund will invest at least 65% of its total assets in equity
securities, including common stocks, preferred stocks, and securities
that are convertible into common or preferred stocks, such as warrants
and convertible bonds. While the emphasis of the Fund is clearly on
equity securities, the Fund may invest a limited portion of its assets
in debt obligations when the Adviser perceives that they are more
attractive than stocks on a long-term basis. The Fund may invest up to
35% of its total assets in debt obligations, including
intermediate-to-long term corporate or U.S. government debt
securities. When the Adviser determines that market conditions warrant
a temporary defensive position, the Fund may invest without limitation
in cash and short-term fixed-income securities. Although the debt
obligations in which it invests will be primarily investment grade,
the Fund may invest up to 5% of its net assets in non-investment grade
debt obligations. The Fund may invest up to 25% of its assets in
foreign securities, including both direct investments and investments
made through depository receipts. The Fund generally will invest in
companies whose earnings are believed to be in a relatively strong
growth trend, and, to a lesser extent, in companies in which
significant further growth is not anticipated but whose market value
is thought to be undervalued. In identifying companies with favorable
growth prospects, the Adviser ordinarily looks to certain other
characteristics, such as prospects for above-average sales and
earnings growth; high return on invested capital; overall financial
strength, including sound financial and accounting policies and a
strong balance sheet; competitive advantages, including innovative
products and service; effective research, product development and
marketing; and stable, capable management. 
OPPORTUNITY FUND II    PORTFOLIO     seeks capital growth. The Fund
invests primarily in equity securities and currently emphasizes
investments in medium-sized companies the Adviser believes are under
researched and attractively valued. The Fund will invest at least 70%
of its total assets in equity securities, including common stocks,
preferred stocks, and securities that are convertible into common or
preferred stocks, such as warrants and convertible bonds. Under normal
market conditions, the Fund expects to be fully invested in equities.
The Fund may, however, invest up to 30% of its net assets in debt
obligations, including intermediate-to long-term corporate or U.S.
government debt securities, and when the Adviser determines that
market conditions warrant a temporary defensive position, it may use
that allowance to invest up to 30% of its net assets in cash and
short-term fixed-income securities. Although the debt obligations in
which it invests will be primarily investment grade, the Fund may
invest up to 5% of its net assets in non-investment grade debt
obligations. The Fund may also invest up to 25% of its assets in
foreign securities, including both direct investments and investments
made through depository receipts. In selecting its equity investments,
the Adviser seeks to identify attractive investment opportunities that
have not become widely recognized by other stock analysts or the
financial press. Through first-hand research that often includes
on-site visits with the leaders of companies, the Advisers looks for
companies with fundamental value or growth potential that is not yet
reflected in their current market prices. In many cases, companies in
the small- and medium-capitalization markets are under-followed and,
as a result, less efficiently priced than their larger, better-known
counterparts. The Fund's investments are therefore likely to consist,
in part, of securities in small- and medium-sized companies. Many of
these companies may have successfully emerged from the start-up phase
and have potential for future growth. Because of their longer track
records and more seasoned management, they generally pose less
investment uncertainty than do the smallest companies. In general,
smaller-capitalization companies often involve greater risks than
investments in established companies.
WARBURG PINCUS
INTERNATIONAL EQUITY P   ORTFOLIO     seeks long-term capital
appreciation by investing in equity securities of non-U.S. issuers.
The Portfolio pursues its investment objective by investing primarily
in a broadly diversified portfolio of equity securities of companies,
wherever organized, that in the judgement of the Adviser, have their
principal business activities and interests outside of the United
States. The Portfolio will ordinarily invest substantially all of its
assets in common stocks, warrants and securities convertible into or
exchangeable for common stocks, and will generally invest in at least
three countries other than the United States. The Portfolio intends to
be widely diversified across securities of many corporations located
in a number of foreign countries. The Adviser anticipates, however,
that the Portfolio from time to time invest a significant portion of
its assets in a single country such as Japan, which may involve
special risks. In appropriate circumstances, such as when a direct
investment by the Portfolio in the securities of a particular country
cannot be made or when the securities of an investment company are
more liquid than the underlying portfolio securities, the Portfolio
may invest in the securities of closed-end investment companies that
invest in foreign securities. The Portfolio intends to invest
principally in the securities of financially strong companies with
opportunities for growth within growing international economies and
markets through increased earning power and improved utilization or
recognition of assets. International investment entails special risk
considerations, including currency fluctuations, lower liquidity,
economic instability, political uncertainty and differences in
accounting methods.
POST-VENTURE CAPITAL P   ORTFOLIO     seeks long-term growth of
capital. The Portfolio pursues an aggressive investment strategy by
investing primarily in equity securities of companies considered by
the Adviser to be in their post-venture capital stage of development.
Although the Portfolio may invest up to 10% of its assets in venture
capital and other investment Funds, the Portfolio is not designed
primarily to provide venture capital financing. Rather, under normal
market conditions, the Portfolio will invest up to at least 65% of its
total assets in equity securities of "post-venture capital companies."
A post-venture capital company is a company that has received venture
capital financing either (a) during the early stages of the company's
existence or the early stages of the development of a new product or
service or (b) as part of a restructuring or recapitalization of the
company. The investment of venture capital financing, distribution of
such company's securities to venture capital investors, or initial
public offering ("IPO"), whichever is later, will have been made
within ten years prior to the Portfolio's purchase of the company's
securities. The Adviser believes that venture capital participation in
a company's capital structure can lead to revenue/earnings growth
rates above those of older, public companies such as those in the Dow
Jones Industrial Average or the Fortune 500. Up to 10% of the
Portfolio's assets may be invested in United States or foreign private
limited partnerships or other investment Funds ("Private Funds") that
themselves invest in equity or debt securities of (a) companies in the
venture capital or post-venture capital stages of development or (b)
companies engaged in special situations or changes in corporate
control, including buyouts. Because of the nature of the Portfolio's
investments and certain strategies it may use, such as investing in
Private Funds, an investment in the Portfolio should be considered
only for the aggressive portion of an investor's portfolio and may not
be appropriate for all investors. 
SMALL COMPANY GROWTH P   ORTFOLIO     seeks capital growth by
investing primarily in equity securities of small sized domestic
companies (i.e., companies having stock market capitalizations of
between $25 million and $1 billion at the time of purchase) that
represent attractive opportunities for capital growth. It is
anticipated that the Portfolio will invest primarily in companies
whose securities are traded on domestic stock exchanges or in the
over-the -counter market. Small companies may still be in the
development stage, may be older companies that appear to be entering a
new stage of growth progress owing to factors such as management
changes or development of new technology, products or markets or may
be companies providing products or services with a high unit volume
growth rate. The Portfolio's investments will be made on the basis of
their equity characteristics and securities ratings generally will not
be a factor in the selection process. The Portfolio may also invest in
securities of emerging growth companies, which can be either small- or
medium-sized companies that have passed their start up phase and that
show positive earnings and prospects of achieving significant profit
and gain in a relatively short period of time. Emerging growth
companies generally stand to benefit from new products or services,
technological developments or changes in management and other factors
and include smaller companies experiencing unusual developments
affecting their market value. 
FMR is the investment adviser for the Fidelity Funds. FMR is a
registered investment adviser under the Investment Advisers Act of
1940. FMR is the original Fidelity company and was founded in 1946. It
provides a number of mutual funds and other clients with investment
research and portfolio management services. It maintains a large staff
of experienced investment personnel and a full complement of related
support facilities. As of December 31, 1996, it advised funds having
more than 29 million shareholder accounts with a total value of more
than $432 billion. FMR charges the Portfolios an investment management
fee. These fees are part of the Portfolios' operating expenses. See
the attached prospectuses for the Funds for discussions of the Funds'
expenses.
The investment adviser for the Morgan Stanley Universal Funds is
Morgan Stanley Asset Management Inc., a wholly-owned subsidiary of
Morgan Stanley, Dean Witter, Discover & Co. ("MSDWD"), which is a
publicly owned financial services corporation listed on the New York
stock exchange. MSAM, a registered Investment Adviser under the
Investment Advisers Act of 1940, as amended, serves as investment
adviser to numerous open-end and closed-end investment companies, as
well as many institutions, pension plans and individuals. MSAM's
principal business office is located at 1221 Avenue of the Americas,
New York, New York 10020. 
The investment adviser for the PBHG Insurance Series Fund, Inc. is
Pilgrim Baxter & Associates, Ltd. (the "Adviser"), a professional
investment management firm and registered investment adviser that,
along with its predecessors, has been in business since 1982. The
controlling shareholder of the Adviser is United Asset Management
Corporation ("UAM"), a New York stock exchange listed holding company
principally engaged through affiliated firms, in providing
institutional investments management services and acquiring
institutional investment management firms. UAM's headquarters are
located at One International Place, Boston, Massachusetts 02110. The
principal business address of the Adviser is 1255 Drummers Lane, Suite
300, Wayne, Pennsylvania 19087. Newbold's Asset Management, Inc., the
Sub-Adviser, 950 Haverford Road, Bryn Mawr, Pennsylvania 19010, is a
registered investment Adviser that was formed in 1940. As with the
Adviser, the controlling shareholder of the Sub-Adviser is UAM. 
The investment adviser for the Strong Funds is Strong Capital
Management, Inc. The Adviser began conducting business in 1974. Since
then, its principal business has been providing continuous investment
supervision for individuals and institutional accounts, such as
pension funds and profit-sharing plans, as well as mutual funds,
several of which are funding vehicles for variable insurance products.
The Adviser's principal mailing address is P.O. Box 2936, Milwaukee,
Wisconsin 53201. Mr. Richard S. Strong, the Chairman of the Board of
the Fund, is the controlling shareholder of the Adviser. 
The investment adviser for the Warburg Pincus Funds is Warburg Pincus.
Incorporated in 1970, Warburg Pincus is indirectly controlled by
Warburg, Pincus & Co. ("WP&Co."), Warburg G.P. has no business other
than being a holding company of Warburg Pincus and its affiliates.
Lionel I. Pincus, the managing partner of WP&Co., may be deemed to
control both WP&Co. and Warburg Pincus. Warburg Pincus' address is 466
Lexington Avenue, New York, New York 10017-3147.
You will find more complete information about the Funds, including the
risks associated with each Portfolio, in the accompanying
prospectuses. You should read them in conjunction with this
prospectus.
  
7.FACTS ABOUT THE CONTRACT
  
PURCHASE OF A CONTRACT
EFILI offers the Contracts only in states in which it has obtained
approval. Three types of Contracts are available. You can purchase a
Non-qualified Contract using money from any source. Qualified
Contracts may be purchased with money rolled over from a qualified
retirement plan, such as a 401(k) plan, 403(b) plan or IRA. You may
also arrange with your employer to purchase a Tax-Sheltered Annuity
Contract with money in a tax-sheltered annuity under section 403(b) of
the Code.
The minimum Purchase Payment for a Contract is generally $25,000. You
may purchase a Qualified Contract only with a "rollover" (including a
direct trustee-to-trustee transfer, where permitted) of funds from
another qualified plan, tax-sheltered annuity or IRA.
You must be the Annuitant and the Owner of the Contract. If in
addition to you, another person is named as an Owner, that person must
be the Joint Annuitant. However, if you purchase the Contract as a
Qualified Contract (IRA) or a Tax-Sheltered Annuity Contract, you must
be the sole Owner of the Contract.
For all Contracts, either you or the Joint Annuitant must generally be
no more than 85 years old. When EFILI receives your properly completed
application, your payment is applied to the purchase of a Contract
within two business days after receipt at the Annuity Service Center.
Your application will be considered properly completed as soon as (1)
you have provided all the information requested on the application
form, including your choice of annuity income option (2) we have
received adequate proof of your date of birth (and the date of birth
of the Joint Annuitant, if any), and (3) the entire amount of your
Purchase Payment has been received.
The date EFILI credits the payment and issues your Contract is called
the Contract Date. If your application is incomplete, EFILI will
request the information necessary to complete the application. If you
do not furnish the information within five days of the time EFILI
receives your application, EFILI will return your payment unless it
obtains your specific permission to keep it until you complete the
application.
FREE LOOK PRIVILEGE
You may return a Contract for a refund within 30 days after you
receive it (the "free look period"). If you choose to cancel the
Contract, return it to the Annuity Service Center with a written
request within the free look period. For most Contracts, we assume
that you receive your Contract five days after the Contract Date. For
Contracts with large Purchase Payments, we may use the actual date you
receive the Contract. If you return a Contract more than ten days
after you receive it, EFILI will promptly refund your Purchase Payment
adjusted for investment performance. If you return a Contract during
the first ten days after you receive it, EFILI will promptly refund
the greater of (1) your Purchase Payment in full, neither crediting
your Contract for earnings nor charging it with any administrative
expenses, and (2) your Purchase Payment plus the investment
performance of the Money Market Investment Option. EFILI will also
make an adjustment for the amount of any annuity income it paid before
it received the Contract. ONCE THE FREE LOOK PERIOD EXPIRES, THE
CONTRACT MAY NOT BE RETURNED FOR A REFUND.
INVESTMENT ALLOCATION OF YOUR PURCHASE PAYMENT
The portion of your Purchase Payment you allocate to the Investment
Options will be invested in the Money Market Investment Option for the
Money Market Period. At the end of the Valuation Period in which the
Money Market Period ends any amount then in the Money Market
Investment Option (the "Free Look Units") will be exchanged for
Annuity Income Units in the percentages you have chosen. You allocate
percentages that are whole numbers, not fractions. Immediately
following the reallocations, the total dollar value of the Annuity
Income Units will be the same as the Free Look Units that were
exchanged.
At least 10% of the variable portion of your Purchase Payment must be
allocated to each Investment Option you select.
You may currently transfer amounts among Investment Options as often
as you wish without charge. However, excessive trading activity can
disrupt Portfolio management strategy and increase Portfolio expenses,
which are borne by everyone participating in the Portfolio regardless
of their transfer activity. Therefore, EFILI reserves the right to
limit the number of transfers permitted, but not to fewer than six per
calendar year. You tell us the percentage you want for your new
allocation in each Investment Option. Your allocation percentages will
be in whole numbers, not fractions.
You may change the allocations among the Investment Options by writing
or telephoning the Annuity Service Center. We will provide you with a
Personal Identification Number for making telephone reallocations.
EFILI and the Funds reserve the right to change telephone reallocation
provisions, or to eliminate them, and to limit or reject any telephone
reallocation at any time. You may make up to eighteen telephone
reallocations per calendar year. Empire Fidelity Invesments Life will
not accept exchange requests via fax.
EFILI will not be responsible for any losses resulting from
unauthorized telephone reallocations if it follows reasonable
procedures designed to verify the identity of the caller. EFILI will
request your Personal Identification Number and may also record calls.
You should verify the accuracy of your confirmation statements
immediately after you receive them.
In some cases, contracts may be sold to individuals who independently
utilize the services of a firm or individual engaged in market timing.
Generally, market timing services obtain authorization from Contract
Owner(s) to make transfers and exchanges among the sub-accounts on the
basis of perceived market trends. Because the large transfers of
assets associated with market timing services may disrupt the
management of the portfolios of the Funds, such transactions may
become a detriment to Contract Owners not utilizing the market timing
service.
The right to exchange contract values among sub-accounts may be
subject to modification if such rights are executed by a market timing
firm or similar third party authorized to initiate transfers or
exchange transactions on behalf of a Contract Owner(s). In modifying
such rights, the Company may, among other things, decline to accept
(1) the transfer or exchange instructions of any agent acting under a
power of attorney on behalf of more than one Contract Owner, or (2)
the transfer or exchange instructions of individual Contract Owners
who have executed pre-authorized transfer or exchange forms which are
submitted by market timing firms or other third parties on behalf of
more than one Contract Owner at the same time. The Company will impose
such restrictions only if it believes that doing so will prevent harm
to other Contract Owners.
When you reallocate among Investment Options, EFILI will redeem shares
of the appropriate Portfolios at their prices as of the end of the
current Valuation Period. Generally any Investment Option you transfer
to is credited at the same time. However, we may wait to credit the
amount to a new Investment Option until an Investment Option you
transfer from becomes liquid. This will happen only if (1) the
Investment Option you transfer to invests in a Portfolio that accrues
dividends on a daily basis and requires Federal funds before accepting
a purchase order, and (2) the Investment Option you transfer from is
investing in an equity Portfolio in an illiquid position due to
substantial redemptions or transfers that require it to sell Portfolio
securities in order to make funds available. The Investment Option you
transfer from will be liquid when it receives proceeds from sales of
Portfolio securities, the purchase of new Contracts, or otherwise.
During any period that we wait to credit an Investment Option for this
reason, the amount you transfer will be uninvested. After seven days
the transfer will be made even if the Investment Option you transfer
from is not liquid.
The amount of the allocation in each Investment Option will change
with its investment performance. You should periodically review the
allocations in light of market conditions and financial objectives.
CHARGES
The following are all the charges made under the Contract.
1. PREMIUM TAXES. Some states charge a "premium tax" based on the
amount of your Purchase Payment. State premium taxes range from 0% to
3.5%. In addition, some counties, cities or towns may charge
additional premium taxes. If you reside in a place where premium taxes
apply, any amount needed to provide for the applicable premium taxes
is deducted from your Purchase Payment. The remainder of your Purchase
Payment will be allocated to the Investment Options and/or applied to
the purchase of fixed annuity income.
2. ADMINISTRATIVE CHARGES. Administrative charges compensate EFILI for
the expenses incurred in administering the Contracts. These expenses
include the cost of issuing the Contract, making electronic funds
transfers to your bank account or issuing checks, maintaining
necessary systems and records, and providing reports. These expenses
are covered by a daily administrative charge.
Each day, a deduction is made from the assets of the Investment
Options at an effective annual rate of 0.25%. We guarantee this charge
will never increase. This charge does not affect the amount of fixed
annuity income.
3. MORTALITY AND EXPENSE RISK CHARGE. A daily asset charge is deducted
for our assumption of mortality and expense risks. Each day an amount
is deducted from the assets of each Investment Option at an effective
annual rate of 0.75%. Of this charge, it is estimated that 0.50% is
for assuming mortality risks and it is estimated that 0.25% is for
assuming expense risks. We guarantee this charge will never increase.
The mortality risk is our obligation to provide annuity income for
your life (and the life of the Joint Annuitant, if any) no matter how
long that might be. The expense risk is our obligation to cover the
cost of issuing and administering the Contracts, no matter how large
that cost may be. EFILI will realize a gain from the charge for these
risks to the extent that it is not needed to provide for benefits and
expenses under the Contracts. This charge does not affect the amount
of fixed annuity income.
4. EXPENSES OF THE FUNDS. The Funds are charged management fees and
incur operating expenses. The effect of these fees and expenses is
reflected in the performance of the Investment Options. See the
attached prospectuses for the Funds for a description of the Funds'
fees and expenses.
5. OTHER TAXES. EFILI reserves the right to charge for certain taxes
(other than premium taxes) that it may have to fund. Currently, no
such charges are being made. See EFILI'S TAX STATUS on page . 
ANNUITY INCOME DATES
We provide annuity income for each Annuity Income Date. You select the
first Annuity Income Date when you purchase the Contract. The first
Annuity Income Date may be either the first or the fifteenth day of a
month. All subsequent Annuity Income Dates will be on the same day of
the month as the first Annuity Income Date. The first Annuity Income
Date may be up to one year after the Contract Date. The first Annuity
Income Date generally may not be earlier than 30 days after the
Contract Date.
On the application, you choose the frequency of annuity income. You
can choose monthly, quarterly, semi-annual or annual annuity income.
SIGNATURE GUARANTEE
A signature guarantee is designed to protect you and Empire Fidelity
Investments Life from fraud. Certain free look requests must include a
signature guarantee if any of the following situations apply:
1. The requested amount is more than $25,000.
2. In other circumstances where we deem it necessary for the
protection of you, the customer (e.g. the signature does not resemble
the signature we have on file).
You should be able to obtain a signature guarantee from a bank, broker
dealer (including Fidelity Investor Centers), credit union (if
authorized under state law), securities exchange or association,
clearing agency, or savings association. A notary public cannot
provide a signature guarantee.
DEATH BENEFIT
If no Annuitant or Joint Annuitant is alive on the first Annuity
Income Date, the Contract will be canceled and we will make a refund
equal to your Purchase Payment to your Beneficiary or Beneficiaries.
If your contract is a joint and survivor annuity and either you or the
Joint Annuitant die before the first Annuity Income Date we will
adjust the annuity income so that it equals what would have been paid
under a single life annuity issued to the survivor. This will usually
result in greater annuity income.
FIXED, VARIABLE OR COMBINATION ANNUITY INCOME
At the time of purchase, you allocate your Purchase Payment between
fixed and variable annuity income. You may choose all fixed annuity
income, all variable annuity income, or a combination of the two. Any
portion of your Purchase Payment allocated to fixed annuity income
will always remain allocated to fixed annuity income. Similarly, any
portion of your Purchase Payment allocated to variable annuity income
will always remain allocated to variable annuity income. You can
reallocate the variable portion of your Contract among the various
Investment Options. However, the variable portion of a Contract must
remain in the Money Market Investment Option for the Money Market
Period.
If you allocate all of your Purchase Payment to fixed annuity income,
EFILI will guarantee a specific amount of fixed annuity income that
will be the same on each Annuity Income Date, except as described for
Options 3 and 4 under TYPES OF ANNUITY INCOME OPTIONS on page .
If you choose a combination of fixed and variable annuity income, a
portion of your annuity income will be fixed and a portion will vary
according to the investment experience of the Investment Options. We
will guarantee the dollar amount of the fixed annuity income portion
on each Annuity Income Date. Both fixed and variable annuity income
decrease upon the death of the Annuitant or Joint Annuitant as
described for Options 3 and 4 under TYPES OF ANNUITY INCOME OPTIONS on
page .
If you choose all variable annuity income, all of your annuity income
will vary according to the investment experience of the Investment
Options. Variable annuity income may decrease upon the death of the
Annuitant or Joint Annuitant, as described for Options 3 and 4 under
TYPES OF ANNUITY INCOME OPTIONS on page .
Any portion of your Purchase Payment allocated to variable annuity
income will initially purchase Free Look Units. EFILI will determine
the number of Free Look Units based upon (a) your age and sex (and the
age and sex of the Joint Annuitant, if any); (b) the type of annuity
income option you choose; (c) the frequency of Annuity Income Dates
you choose; (d) the first Annuity Income Date you choose; (e) the
Benchmark Rate of Return you choose; and (f) the value of the Free
Look Units on the Contract Date. The value of the Free Look Units
reflects the investment performance of the Money Market Investment
Option. On the date the Money Market Period ends, EFILI will exchange
Free Look Units for Annuity Income Units in the Investment Options you
select. The total dollar value of the Annuity Income Units will be the
same as the Free Look Units that were exchanged.
The number of Annuity Income Units allocated to each Investment Option
under a single life Contract will not change unless you reallocate
among the Investment Options. If you choose a joint life Contract and
benefits are reduced due to your death or the death of the Joint
Annuitant, the number of Annuity Units will be reduced at that time.
EFILI calculates the amount of your variable annuity income based on
the number of Annuity Income Units credited to each Investment Option.
At the close of business on each Annuity Income Date (or on the next
Valuation Date if the Annuity Income Date falls on a non-business
day), the number of Annuity Income Units is multiplied by the value of
the Annuity Income Units for each Investment Option. The amount of
variable annuity income on the Annuity Income Date will be the sum of
annuity income amounts for each Investment Option.
BENCHMARK RATE OF RETURN
When you purchase a Contract, EFILI calculates an estimated first
annuity income amount, assuming that the Investment Options will earn
the Benchmark Rate of Return you choose. If the annualized investment
return of the Investment Options is greater than the Benchmark Rate of
Return between the Contract Date and the first Annuity Income Date,
the first annuity income amount will be higher than the estimate. If
it is less, the first annuity income amount will be lower than the
estimate.
Income will increase from one Annuity Income Date to the next if the
annualized Net Rate of Return during that time is greater than the
Benchmark Rate of Return you choose, and will decrease if the
annualized Net Rate of Return is less than the Benchmark Rate of
Return. Choosing a 5.0% Benchmark Rate of Return instead of a 3.5%
Benchmark Rate of Return will result in a higher initial amount of
income, but income will increase more slowly during periods of good
investment performance and decrease more rapidly during periods of
poor investment performance.
The following graph illustrates the effect that your choice of a
Benchmark Rate of Return would have on your annuity income for a
hypothetical Contract. The graph assumes the following: (a) a Purchase
Payment of $100,000; (b) annuity income is entirely variable; (c) the
Contract is a single life Contract providing annuity income for ten
years or the rest of your life, whichever is longer; (d) you are a 65
year old male; and (f) the selected Portfolios earn a constant 10%
gross investment return before fees and expenses (equal to an 8.18%
Net Rate of Return after fees and expenses). Monthly income amounts
are shown for two Benchmark Rates of Return: 3.5% and 5.0% annually.
Notice that with the lower Benchmark Rate of Return your monthly
income starts at a lower level but increases more rapidly. With the
higher Benchmark Rate of Return monthly income starts at a higher
level but increases less rapidly.
 
TYPES OF ANNUITY INCOME OPTIONS
 
Year       3.50%   5.00%
      1  $574.87 $660.97
      2     $601    $681
      3     $628    $702
      4     $656    $723
      5     $686    $745
      6     $717    $767
      7     $750    $791
      8     $784    $815
      9     $819    $839
     10     $856    $865
     11     $895    $891
     12     $935    $918
     13     $977    $946
     14   $1,022    $974
     15   $1,068  $1,004
     16   $1,116  $1,034
     17   $1,167  $1,066
     18   $1,219  $1,098
     19   $1,275  $1,131
     20   $1,332  $1,165
     21   $1,393  $1,201
     22   $1,455  $1,237
     23   $1,521  $1,275
     24   $1,590  $1,313
     25   $1,662  $1,353
 
 
 
TYPES OF ANNUITY INCOME OPTIONS
At the time of purchase, you have a choice among a number of annuity
income options. You also choose whether you want a minimum guaranteed
number of years of annuity income. For any income option, you may
choose to receive annuity income monthly, quarterly, semi-annually or
annually. Once you make these choices, they cannot be changed. The
options EFILI currently offers are described below. Other annuity
income options may be made available. The Federal income tax laws may
limit your annuity income options where the Contract is used as a
Qualified Contract or a Tax-Sheltered Annuity Contract.
1. SINGLE LIFE ANNUITY. We will provide annuity income for your entire
life, no matter how long that may be. Annuity income stops when you
are no longer living. It is possible that your total annuity income
under this option will be less than your Purchase Payment. It is even
possible that you might receive annuity income only once under this
option. This would happen if you were to die before the second Annuity
Income Date. Because of this risk, this option offers you the highest
level of annuity income. The Contract, like many annuities, pools the
mortality experience of all Annuitants and Joint Annuitants. In
effect, Annuitants and Joint Annuitants who live longer are subsidized
by those who do not.
2. JOINT AND SURVIVOR ANNUITY WITH FULL ANNUITY INCOME TO THE
SURVIVOR. Under this option, we will provide annuity income jointly to
you and the Joint Annuitant while you are both living, except that for
a Qualified Contract or Tax-Sheltered Annuity Contract during your
lifetime we provide the income only to you. After the death of either
of you, we will continue to provide the full amount of annuity income
to the survivor. Annuity income stops when both you and the Joint
Annuitant are no longer living. As in the case of the single life
annuity described above, there is the risk that you may receive
annuity income only once.
3. JOINT AND SURVIVOR ANNUITY WITH REDUCED ANNUITY INCOME TO THE
SURVIVOR. This option is like Option 2 above, except that annuity
income is higher while both you and the Joint Annuitant are living,
and lower when only one of you is still living. You indicate on your
application whether annuity income to the survivor is reduced to
two-thirds, or one-half, of the amount that it would have been were
you both still alive.
4. JOINT AND SURVIVOR ANNUITY WITH FULL ANNUITY INCOME TO THE
ANNUITANT IF THE JOINT ANNUITANT DIES, BUT REDUCED ANNUITY INCOME TO
THE JOINT ANNUITANT IF THE ANNUITANT DIES. This option is like Option
3 above, but annuity income is not reduced upon the death of the Joint
Annuitant if the Joint Annuitant is the first to die. In case you are
the first to die, you indicate on your application whether annuity
income to the Joint Annuitant is reduced to two-thirds, or one-half,
of the amount that it would have been were you both still alive. While
you and the Joint Annuitant are both still alive, this option provides
greater annuity income than Option 2 but not as much annuity income as
Option 3.
For Options 2, 3 and 4, if either you or the Joint Annuitant die
before the first Annuity Income Date, we will adjust the annuity
income so that it equals what would have been paid under a single life
annuity issued to the survivor. This will generally result in greater
annuity income.
2GUARANTEE PERIOD
On your application, you may choose a guaranteed number of years of
annuity income beginning with the first Annuity Income Date. You may
choose a number of years from five (5) to thirty (30). You may do this
for any annuity income option. If neither you nor the Joint Annuitant
lives to the end of the guarantee period, any remaining annuity income
will go to your Beneficiary or Beneficiaries. For Options 3 and 4
above, if you and the Joint Annuitant die at the same time, the
annuity income due to any Beneficiary will be the same as if you died
before the Joint Annuitant. If you choose to have a guarantee period,
the amount of annuity income on each Annuity Income Date will be lower
than if you had not chosen the guarantee.
If (a) you choose Option 2, 3 or 4 with a guarantee period (b) an
Owner dies before the first Annuity Income Date, and (c) the survivor
(whether it is you or the Joint Annuitant) is not the deceased Owner's
spouse, we will adjust the guarantee period, as required by the
Federal income tax laws, so that it is not longer than the life
expectancy of the survivor. This may result in a shorter guarantee
period and a generally higher amount of annuity income.
If a Beneficiary is entitled to annuity income, the Beneficiary may
choose (a) to continue receiving annuity income on each remaining
Annuity Income Date, or (b) to receive a lump sum instead. The
Beneficiary must notify us within 60 days of the date we receive
notice of the relevant death to elect a lump sum. Otherwise, the
Beneficiary will receive annuity income for the remaining guaranteed
Annuity Income Dates.
A lump sum will become due under a Contract if there are guaranteed
Annuity Income Dates remaining and either: (a) a Beneficiary elects a
lump sum on the death of the last survivor of you and the Joint
Annuitant (if any); (b) a Beneficiary receiving guaranteed annuity
income dies, or (c) the last survivor of you and the Joint Annuitant
(if any), dies and the Beneficiary is no longer living. For (b) the
lump sum will be paid to the Beneficiary's estate. For (c) it will go
to the estate of the last to die of you and the Joint Annuitant (if
any).
The fixed annuity income portion of any lump sum will be the present
value of the annuity income for the remaining guaranteed Annuity
Income Dates, discounted at a rate equal to the rate used to determine
annuity income payments.
The variable annuity income portion will be the present value of the
annuity income for the remaining guaranteed Annuity Income Dates,
based on interest compounded annually at the Benchmark Rate of Return
that EFILI used in determining the annuity income on the first Annuity
Income Date.
If EFILI believes that the first annuity income amount due to any
Beneficiary will be less than $50, EFILI may instead provide a lump
sum for the value of all remaining annuity income. The amount of the
lump sum will be determined on the same basis as described above for
other lump sums.
REPORTS
If part or all of your Purchase Payment is allocated to variable
income, we will send you a statement showing the number of Annuity
Income Units in each variable Investment Option, and the value of each
Annuity Income Unit, at least once each calendar quarter, and each
time you transfer Annuity Income Units among the Investment Options.
We will also send you semiannual reports containing financial
statements for the Funds, and a list of portfolio securities of the
Funds, as required by the Investment Company Act of 1940.
  
8.MORE ABOUT THE CONTRACT
  
TAX CONSIDERATIONS
TREATMENT OF DISTRIBUTIONS
TAXATION OF DISTRIBUTIONS. The portion of an annuity income
distribution that is includible in ordinary income may vary depending
on the annuity income option selected under the Contract, but
generally is the excess of the distribution over the "exclusion
amount". In the case of a variable annuity income distribution, the
exclusion amount is generally the "investment in the contract"
allocated to the variable annuity income, adjusted for any guaranteed
period, divided by the expected number of periodic annuity income
distributions (determined under Treasury Department regulations). In
the case of fixed annuity income distributions, the exclusion amount
is generally the amount determined by multiplying the distribution by
the ratio (determined under Treasury Department regulations) of (1)
the investment in the contract allocated to the fixed annuity income,
adjusted for any guaranteed period, to (2) the "expected return" under
the fixed annuity income distributions. For Qualified Contracts and
Tax-Sheltered Annuity Contracts, the investment in the contract is
generally zero. When the investment in the contract is zero, annuity
income distributions are fully taxable as ordinary income.
After the dollar amount of the investment in the contract is deemed to
be recovered, the entire amount of each annuity income distribution
will be fully includible in income. On the other hand, should the
annuity income distributions cease before the adjusted investment in
the contract is fully recovered, the person receiving those
distributions at the time of their death will be allowed a deduction
for the unrecovered amount of the adjusted investment in the contract.
Where a guaranteed period of annuity income distributions is selected
and no Annuitant or Joint Annuitant lives to the end of that period,
the annuity income distributions made to the Beneficiary for the
remainder of that period are includible in income as follows: (1) if
received in a lump sum, they are included in income to the extent that
they exceed the unrecovered investment in the contract at the time; or
(2) if distributed as annuity income distributions, they are fully
excluded from income until the remaining investment in the contract is
deemed to be recovered, and all annuity income distributions
thereafter are fully includible in income.
PENALTY TAX. Certain distributions under the Contract may be subject
to a penalty tax equal to 10% of the portion of the distribution which
is includible in income. Annuity income distributions under Qualified
Contracts and Tax-Sheltered Annuity Contracts typically will not be
subject to the penalty tax. Also, the penalty tax generally will not
be imposed on distributions under a Non-qualified Contract that are
made (1) on or after the taxpayer attains age 59 1/2; (2) as part of a
series of "substantially equal periodic payments" over the life (or
life expectancy) of the taxpayer or the joint lives (or joint life
expectancies) of the taxpayer and his or her beneficiary; (3) under an
"immediate annuity" (as that term is defined in the tax law); or (4)
in certain other situations. In the case of a Contract held in custody
for a minor under the Uniform Gifts to Minors Act or the Uniform
Transfers to Minors Act, a distribution under the Contract ordinarily
is taxable to the minor. Whether the penalty tax applies to such a
distribution ordinarily is determined by the circumstance or
characteristics of the minor, not the custodian. Thus, for example, a
distribution taxable to a minor will not qualify for the exception to
the penalty tax for distributions made on or after age 59 1/2 even if
the custodian is 59 1/2 or older. It is unclear at this time whether
annuity distributions under a Non-qualified Contract prior to the
recipient attaining age 59 1/2 satisfy an exception to the penalty
tax. Accordingly, a prospective purchaser of a Non-qualified Contract
who expects to receive distributions prior to attaining age 59 1/2
should consult a qualified tax adviser regarding the application of
the penalty tax to those distributions.
WITHHOLDING AND REPORTING. EFILI will, as required by law, withhold
and remit to the U.S. Government a part of the taxable portion of each
distribution under the Contract, unless a written election not to have
any amounts withheld is filed prior to the distribution. Also, EFILI
will report all annuity income distributions made while you are alive
as being distributed in full to you, even if you name a Joint
Annuitant.
QUALIFIED CONTRACTS AND TAX-SHELTERED ANNUITY CONTRACTS
The Contract may be used as an Individual Retirement Annuity under
Section 408(b) of the Internal Revenue Code and as a qualified
tax-sheltered annuity under Section 403(b) of the Code. Section 408(b)
of the Code permits eligible individuals to contribute to an
individual retirement program known as an "Individual Retirement
Annuity". Also, Section 403(b) of the Code permits public school
employees and employees of certain types of charitable, educational
and scientific organizations specified in Section 501(c)(3) of the
Code to have their employers purchase tax-sheltered annuities for them
and, subject to certain limitations, to exclude the amount of purchase
payments from gross income for tax purposes. You should seek competent
advice as to the tax consequences associated with the use of a
Contract as a Qualified Contract or Tax-Sheltered Annuity Contract.
Because the Contract's minimum Purchase Payment is greater than the
maximum annual contribution permitted to an Individual Retirement
Annuity or a tax-sheltered annuity, a Qualified Contract and a
Tax-Sheltered Annuity Contract may be purchased only in connection
with a "rollover" (including a direct trustee-to-trustee transfer,
where permitted). Specifically, a Qualified Contract may be purchased
only in connection with a rollover of amounts from a qualified plan,
tax-sheltered annuity, or IRA. Also, a Tax-Sheltered Annuity Contract
may be purchased only in connection with a rollover of amounts from
another tax-sheltered annuity.
If the Contract is used as a Qualified Contract or a Tax-Sheltered
Annuity Contract, you must be the sole Owner of the Contract and the
Annuitant. If you name a Joint Annuitant, all distributions made while
you are alive must be made to you. Also, if you name a Joint Annuitant
who is not your spouse, the annuity income options from which you may
select may be limited, depending on the difference in ages between you
and the Joint Annuitant. Furthermore, if you choose a guaranteed
period, the length of the period may have to be limited in order to
satisfy certain minimum distribution requirements of the Code.
In order to satisfy the requirements in the Code, you generally may
not purchase a Tax-Sheltered Annuity Contract unless you have reached
age 59 1/2, separated from service, or become disabled (within the
meaning of the tax law). Certain payments, known as "eligible rollover
distributions," from a Tax-Sheltered Annuity Contract will be subject
to the new direct rollover and mandatory withholding requirements
enacted by Congress in 1992. Generally, distributions from a
Tax-Sheltered Annuity Contract will not constitute eligible rollover
distributions. However, if an eligible rollover distribution is made
under a Tax-Sheltered Annuity Contract, you will receive prior to the
distribution a notice (from the plan administrator or EFILI)
explaining generally the new direct rollover and mandatory withholding
requirements and how to avoid the mandatory withholding thereunder by
electing to have the distribution directly transferred to certain
qualified retirement plans.
TAX DEFERRAL UNTIL DISTRIBUTIONS ARE MADE
Under existing provisions of the Code, any increase in the value of
the Contract is generally not taxable until distributions are made
under one of the Contract's annuity income options. However, as
discussed below, this tax deferral generally applies only if (1) the
Owner is an individual (2) the investments in the Variable Account are
adequately diversified in accordance with Treasury Department
regulations (3) EFILI, rather than the Owner, is considered the owner
of the assets of the Variable Account for Federal tax purposes, and
(4) certain distribution requirements are met in the event that you
die.
NON-NATURAL OWNER. In certain circumstances, if an Owner were a
"non-natural" person, such as a corporation or a trust, the Contract
would not be treated as an annuity contract for Federal tax purposes,
and the Owner would be taxable currently on the income and gain from
the assets of the Variable Account. Accordingly, the Contract must be
owned by an individual (or individuals), and will not be issued to
"non-natural" persons.
DIVERSIFICATION REQUIREMENTS. For a Contract to be treated as an
annuity contract for Federal income tax purposes, the investments of
the Variable Account must be "adequately diversified". The Treasury
Department has issued regulations which prescribe standards for
determining whether the investments of the Variable Account are
"adequately diversified". If the Variable Account failed to comply
with these diversification standards, the Contracts would not be
treated as annuity contracts for Federal income tax purposes, and each
Owner would be taxable currently on the income and gain from the
assets of the Variable Account. Although EFILI does not control the
investments of the Funds, EFILI has entered into agreements with the
Funds requiring them to operate in compliance with the Treasury
Department regulations so that the Variable Account will be considered
"adequately diversified".
OWNERSHIP TREATMENT. In certain circumstances, variable annuity
contract owners may be considered the owners, for Federal income tax
purposes, of the assets of the separate account used to support their
contracts. In those circumstances, income and gains from the separate
account assets would be includible in the contract owners' gross
income. Several years ago, the Internal Revenue Service (the
"Service") stated in published rulings that a variable contract owner
will be considered the owner of separate account assets if the owner
possesses incidents of ownership in those assets, such as the ability
to exercise investment control over the assets. More recently, the
Treasury Department announced, in connection with the issuance of
regulations concerning investment diversification, that those
regulations "do not provide guidance concerning the circumstances in
which investor control of the investments of a segregated asset
account may cause the investor, rather than the insurance company, to
be treated as the owner of the assets in the account". This
announcement also stated that guidance would be issued by way of
regulations or rulings on the "extent to which policyholders may
direct their investments to particular sub-accounts [of a separate
account] without being treated as owners of the underlying assets". As
of the date of this Prospectus, no such guidance has been issued.
The ownership rights under the Contract are similar to, but different
in certain respects from, those described by the Service in rulings in
which it was determined that contract owners were not owners of
separate account assets. For example, the Owner of the Contract has a
choice of more Investment Options to which to allocate the Purchase
Payment, and may be able to transfer among Investment Options more
frequently than in such rulings. These differences could result in the
Owner being treated as the owner of the assets of the Variable
Account, and thus income and gain from such assets would be includible
in the Owner's income annually. In addition, it is not known what
standards will be set forth in the regulations or rulings which the
Treasury Department has stated it expects to issue. The Company
therefore reserves the right to modify the Contract as necessary to
attempt to prevent the Owner from being considered the owner of the
assets of the Variable Account.
DISTRIBUTION REQUIREMENTS. To qualify as an annuity for Federal tax
purposes, the Contract must satisfy certain distribution requirements
in the event of your death. The Contract contains the required
distribution provisions. In certain situations, those provisions may
limit the guaranteed period over which annuity income distributions
can be made (if such a period is selected).
This discussion of the Tax Considerations assumes that the Contract
will be treated as an annuity contact for Federal income tax purposes
and that EFILI will be treated as the owner of the Variable Account
assets.
EFILI'S TAX STATUS
EFILI is taxed as a life insurance company under Subchapter L of the
Code. Since the operations of the Variable Account are part of, and
are taxed with, the operations of EFILI, the Variable Account is not
separately taxed as a "regulated investment company" under Subchapter
M of the Code. Under existing Federal income tax laws, investment
income and capital gains of the Variable Account are not taxed to the
extent they are applied to increase reserves under a contract. EFILI
does not expect to incur Federal income taxes attributable to the
Variable Account. Based on this, no charge is being made currently to
the Variable Account for Federal income taxes. EFILI will periodically
review the need for a charge to the Variable Account for its Federal
income taxes. Such a charge may be made in future years for any
Federal income taxes that would be attributable to the Contracts.
Under existing laws, EFILI may incur state and local taxes (in
addition to premium taxes) in several states. At present, these taxes
(other than premium taxes) are not significant and are not charged
against the Contracts or the Variable Account. If the amount of these
taxes changes substantially, EFILI may make charges for such taxes
against the Variable Account.
GENERAL TAX CONSIDERATIONS
The above discussion is not exhaustive and is not intended as tax
advice. The Federal income tax consequences associated with the
purchase of an immediate annuity, like the Contract, are complex, and
the application of the pertinent tax rules to a particular person may
vary according to facts specific to that person. A qualified tax
adviser should always be consulted regarding the application of law to
individual circumstances. In particular, if you name a Joint Annuitant
who is not your spouse (or if the Joint Annuitant is your spouse and
you and your spouse do not file joint income tax returns), you should
consult a qualified tax adviser as to the tax consequences of your
particular arrangement.
This discussion is based on the Code, Treasury Department regulations,
and interpretations existing on the date of this Prospectus. These
authorities, however, are subject to change by Congress, the Treasury
Department, and judicial decisions.
This discussion does not address Federal estate and gift tax
consequences, or state or local tax consequences, associated with the
purchase of a Contract. In addition, Empire Fidelity Investments Life
Insurance Company makes no guarantee regarding any tax treatment -
Federal, state, or local - of any contract or of any transaction
involving a Contract.
  
9.OTHER CONTRACT PROVISIONS
  
You should also be aware of the following important provisions of your
Contract.
1. OWNER(S). Before a Contract is issued, the Owner(s) have the right
to (a) name the Joint Annuitant (if any); (b) allocate the Purchase
Payment between fixed and variable annuity income; (c) choose an
annuity income option; (d) allocate the Purchase Payment among the
Investment Options; (e) choose the Benchmark Rate of Return; (f) name
the Beneficiary or Beneficiaries; and (g) select the first Annuity
Income Date and how often you will receive annuity income.
After a Contract is issued, each Owner named in the application has
the following rights: (a) the right to change any Beneficiary; (b) the
right to cancel the Contract during the free look period; (c) any
right to reallocate among the Investment Options; and (d) the right to
instruct us how to vote shares of an investment portfolio attributable
to the Contract.
A Joint Annuitant who is not an Owner when a Contract is issued will
succeed to the rights in the paragraph above if he or she survives the
Owner. When no Owner or Joint Annuitant is still alive, each
Beneficiary will have (a) the right to reallocate among the Investment
Options, and (b) the right to instruct us how to vote shares of an
investment portfolio attributable to the Contract, with respect to his
or her share of annuity income.
2.  ANNUITANT. You have the right to receive annuity income under the
terms of the Contract. You also have rights as an Owner as described
above.
3. JOINT ANNUITANT. For Non-qualified Contracts, the Joint Annuitant
(if any), has the right to receive annuity income jointly with you
under the terms of the Contract. The Joint Annuitant may also be an
Owner, or succeed to the rights of the Owner(s) as described above.
For Qualified Contracts and Tax-Sheltered Annuity Contracts (a) all
annuity income during your lifetime must be received only by you, and
(b) the Joint Annuitant may not be an Owner.
4. BENEFICIARY. You may name one or more Beneficiaries when you
complete your application. You may change Beneficiaries later, unless
you have designated an irrevocable Beneficiary, in which case we will
require the consent of the irrevocable Beneficiary in writing. The
Beneficiary (or Beneficiaries) will receive (a) annuity income for the
remainder of any guarantee period after the death(s) of the Annuitant
(and Joint Annuitant if any); and (b) a refund of your Purchase
Payment if you (and the Joint Annuitant, if any) do not live to the
first Annuity Income Date. Surviving Beneficiaries will receive equal
shares unless you specify otherwise. A Beneficiary may be a "Primary
Beneficiary" or a "Contingent Beneficiary". No Contingent Beneficiary
has the right to proceeds unless all of the Primary Beneficiaries die
before proceeds are determined. If a Beneficiary receiving annuity
income dies, we will provide a lump sum to his or her estate. See
TYPES OF ANNUITY INCOME OPTIONS on page .
5. MISSTATEMENT OF DATE OF BIRTH OR SEX. If the date of birth or sex
of you or the Joint Annuitant has been misstated, EFILI will change
the benefits to those which the proceeds would have purchased had the
correct date(s) of birth and sex(es) been stated.
If the misstatement is not discovered until after the first Annuity
Income Date, EFILI will take the following action: (1) if EFILI
provided too much annuity income, EFILI will add interest at the rate
of 6% per year compounded annually and withhold annuity income on
subsequent following Annuity Income Date(s) until it has recovered the
excess; (2) if EFILI provided too little annuity income, we will make
up the balance plus interest at the rate of 6% per year compounded
annually in a lump sum.
6. ASSIGNMENT. The Contract may not be assigned.
7. DIVIDENDS. The Contract is "non-participating". This means that
there are no dividends. Investment results of the Investment Options
are reflected in benefits.
8. NOTIFICATION OF DEATH. Any Beneficiary claiming an interest in the
Contract must provide us in writing with due proof of your death and
the death of the Joint Annuitant (if any) at the Annuity Service
Center. We will not be responsible for any annuity income paid to you
or the Joint Annuitant (if any) before we receive due proof of death
at the Annuity Service Center.
You and the Joint Annuitant are each responsible for notifying EFILI
of the death of the other. Each Beneficiary is responsible for
notifying EFILI of the death of the last surviving Annuitant or Joint
Annuitant. Upon the death of the last person with the right to receive
annuity income under a Contract, that person's executor is responsible
for notifying EFILI. If too much annuity income is provided because
EFILI is not notified of a death, EFILI may withhold annuity income on
subsequent Annuity Income Dates, or take legal action, until it has
recovered any excess amounts.
SELLING THE CONTRACTS
The Contracts are distributed through Fidelity Brokerage Services,
Inc. and Fidelity Insurance Agency, Inc. Each is a subsidiary of FMR
Corp., the parent company of EFILI. Fidelity Brokerage Services, Inc.
is the principal underwriter (distributor) of the Contracts. Fidelity
Distributors Corporation is the distributor of the Fidelity family of
funds, including the Funds. The principal business address of Fidelity
Brokerage Services, Inc. and Fidelity Distributors Corporation is 82
Devonshire Street, Boston, Massachusetts 02109. Fidelity Insurance
Agency, Inc. receives sales compensation from EFILI of not more than
3% of the Purchase Payments. Amounts paid by EFILI to Fidelity
Insurance Agency, Inc. will be paid out of the general assets of
EFILI, which may include proceeds derived from mortality and expense
risk charges EFILI deducts from the Variable Account.
POSTPONEMENT OF BENEFITS
We will usually send annuity income within seven days of the Annuity
Income Date. We will usually send any lump sum distributions to
Beneficiaries within seven days of the day we receive proper notice.
We will usually send any Death Benefit within seven days after we
receive due proof of your death (for a single life Contract) or the
deaths of you and the Joint Annuitant (for a joint life Contract).
However, we may delay sending these amounts if (1) the disposal or
valuation of the Variable Account's assets is not reasonably
practicable because the New York Stock Exchange is closed for other
than a regular holiday or weekend, trading is restricted by the SEC,
or the SEC declares that an emergency exists; or (2) the SEC by order
permits postponement for any other reason.
  
10.MORE ABOUT THE VARIABLE ACCOUNT AND THE FUNDS
  
CHANGES IN INVESTMENT OPTIONS
We may from time to time make additional investment options available
to you. These investment options will invest in investment portfolios
that we find suitable for the Contract.
EFILI also has the right to eliminate any Investment Option, to
combine two or more Investment Options, or substitute a new portfolio
or fund for the Portfolio in which an Investment Option invests. A
substitution may become necessary if, in EFILI's judgment, a Portfolio
or Fund no longer suits the purpose of the Contract. This may happen
due to a change in laws or regulations, or a change in a Portfolio's
investment objectives or restrictions, or because the Portfolio is no
longer available for investment, or for some other reason. EFILI would
obtain prior approval from the SEC and any other required approvals
before making such a substitution.
EFILI also reserves the right to operate the Variable Account as a
management investment company under the 1940 Act or any other form
permitted by law or to deregister the Variable Account under such Act
in the event such registration is no longer required.
NET RATE OF RETURN FOR AN INVESTMENT OPTION
The Net Rate of Return reflects the investment performance of the
Investment Option, less all expenses and charges, for the Valuation
Period. EFILI determines the Net Rate of Return of an Investment
Option at the end of each Valuation Period. Such determinations are
made as of the close of business each day the New York Stock Exchange
is open for business.
Shares of the Funds are valued at net asset value. Any dividends or
capital gains distributions of a Portfolio of the Funds are reinvested
in shares of that Portfolio.
VOTING RIGHTS
EFILI will vote shares of the Funds owned by the Variable Account
according to your instructions. However, if the Investment Company Act
of 1940 or any related regulations or interpretations should change,
and EFILI decides that it is permitted to vote the shares of the Funds
in its own right, it may decide to do so.
EFILI calculates the number of shares that you may instruct it to vote
by dividing the reserve maintained in each Investment Option to meet
the obligations under the Contract by the net asset value of one share
of the corresponding Portfolio. Fractional votes will be counted.
EFILI reserves the right to modify the manner in which it calculates
the weight to be given to your voting instructions where such a change
is necessary to comply with Federal regulations or interpretations of
those regulations.
EFILI will determine the number of shares you can instruct it to vote
90 days or less before the applicable Fund shareholder meeting. At
least 14 days before the meeting, we will mail you material for
providing your voting instructions.
If your voting instructions are not received in time, EFILI will vote
the shares in the same proportion as the instructions received with
regard to all other contracts issued through the Variable Account.
EFILI will also vote shares it holds in the Variable Account that are
not attributable to contracts in the same proportionate manner. Under
certain circumstances, EFILI may be required by state regulatory
authorities to disregard voting instructions. This may happen if
following such instructions would change the sub-classification or
investment objectives of the Portfolios, or result in the approval or
disapproval of an investment advisory contract.
Under Federal regulations, EFILI may also disregard instructions to
vote for changes in investment policies or the investment adviser if
it disapproves of the proposed changes. EFILI would disapprove a
proposed change only if it were contrary to state law, prohibited by
state regulatory authorities, or if it decided that the change would
result in overly speculative or unsound investments. If EFILI ever
disregards voting instructions, it will include a summary of its
actions in the next semi-annual report.
RESOLVING MATERIAL CONFLICTS
The Funds are available to separate accounts offering variable annuity
and variable life products of other participating insurance companies,
as well as to the Variable Account and other separate accounts EFILI
establishes.
Although EFILI does not anticipate any disadvantages to this, there is
a possibility that a material conflict may arise between the interest
of the Variable Account and one or more of the other separate accounts
participating in a Fund. A conflict may occur due to a change in law
affecting the operations of variable life insurance and variable
annuity separate accounts, differences in the voting instructions we
receive and instructions received by other companies, or some other
reason. In the event of a conflict, it is possible that the Variable
Account might be required to withdraw its investment in the Funds. In
the event of any conflict, we will take any steps necessary to protect
Annuitants, Joint Annuitants and Beneficiaries.
 
PERFORMANCE
Performance information for the Investment Options may appear in
reports and advertising to current and prospective Owners, Annuitants,
Joint Annuitants and Beneficiaries. The performance information is
based on historical investment experience of the Investment Options
and the Funds and does not indicate or represent future performance.
Total returns are based on the overall dollar or percentage change in
value of a hypothetical investment. Total return quotations reflect
changes in Portfolio share price, the automatic reinvestment by the
separate account of all distributions and the deduction of applicable
annuity charges.
A cumulative total return reflects performance over a stated period of
time. An average annual total return reflects the hypothetical
annually compounded return that would have produced the same
cumulative total return if the performance had been constant over the
entire period. Because average annual total returns tend to smooth out
variations in an Investment Option's returns, you should recognize
that they are not the same as actual year-by-year results.
Some Investment Options may also advertise yield. These measures
reflect the income generated by an investment in the Investment Option
over a specified period of time. This income is annualized and shown
as a percentage. Yields do not take into account capital gains or
losses.
The Money Market Investment Option may advertise its current and
effective yield. Current yield reflects the income generated by an
investment in the Investment Option over a 7 day period. Effective
yield is calculated in a similar manner except that income earned is
assumed to be reinvested. The Investment Grade Bond and the High
Income Investment Options may advertise a 30 day yield which reflects
the income generated by an investment in the Investment Option over a
30 day period.
LITIGATION
Neither EFILI, the Variable Account, nor Fidelity Brokerage Services,
Inc. is a party to any material litigation.
  
   11.    APPENDIX - ILLUSTRATIONS OF VALUES
  
The following tables have been prepared to show how investment
performance affects your variable annuity income over time. In these
illustrations, we assume that you are the person who will receive the
variable annuity income, and that the Contract is a Non-qualified
Contract. The illustrations show variable annuity income amounts and
fixed annuity income amounts.
The variable annuity income amounts reflect three different
assumptions for a constant investment return after all expenses:
- -1.65%, the Benchmark Rate of Return, and 10%. These are hypothetical
rates of return and, of course, EFILI does not guarantee that you will
earn these returns for any one year or any sustained period of time.
The tables are for illustrative purposes only and do not represent
past or future investment returns.
Your variable income may be more or less than the income shown if the
actual returns of the Investment Options are different than those
illustrated. Since it is very likely that your investment returns will
fluctuate over time, you can expect that the amount of your annuity
income will also fluctuate. The total amount of annuity income
ultimately received will depend on how long you live and whether you
choose a guarantee period option.
Another factor which determines the amount of variable annuity income
is the Benchmark Rate of Return. You choose the Benchmark Rate of
Return from the options available. Income will increase from one
Annuity Income Date to the next if the annualized Net Rate of Return
during that time is greater than the Benchmark Rate of Return you
choose, and will decrease if the annualized Net Rate of Return is less
than the Benchmark Rate of Return.
Two tables follow. The first is based on a 3.5% Benchmark Rate of
Return, and the second is based on a 5% Benchmark Rate of Return.
The income amounts shown reflect the deduction of all fees and
expenses. Portfolio management fees and operating expenses are assumed
to be at an annual rate of .66% of their average daily net assets.
Actual fees and expenses under the Contract may be higher or lower,
will vary from year to year, and will depend on how you allocate among
the portfolios. The mortality and expense risk and administration
charge are assumed to be at an annual rate of 1% of the average daily
net assets.
Upon request we will furnish a customized illustration based on your
individual circumstances and choice of annuity options.
12.INCOME ADVANTAGE ILLUSTRATION13.
N.EFIA
44
 
ANNUITANT(S):  JOHN DOE      ANNUITY PURCHASE AMOUNT:   $100,000
SEX:           MALE          CONTRACT DATE:             3/1/97
DATE OF BIRTH: 1/1/32        FIRST ANNUITY INCOME DATE: 4/1/97
PURCHASE PAYMENT ALLOCATION: 100% VARIABLE              0% FIXED
ANNUITY INCOME OPTION:       FREQUENCY OF ANNUITY
SINGLE LIFE ANNUITY          INCOME:                    MONTHLY
PREMIUM TAX FOR NEW YORK:    0%
 
The amount of monthly variable annuity income shown in the table below
and the graph that follows assumes a constant annual investment
return. The amount of variable annuity income you actually receive
will depend on the investment performance of the portfolios you
select. Your variable income can go up or down and no minimum dollar
amount of variable income is guaranteed. The amounts shown are based
on a 3.5% Benchmark Rate of Return.
                         Annual rate of return after all expenses:(1)
 Annuity Income Date Age -1.65% 3.5% 10%
 Apr. 1, 1997         65 $589   $592 $  595
 Apr. 1, 1998         66 $560   $592 $  632
 Apr. 1, 1999         67 $532   $592 $  672
 Apr. 1, 2000         68 $506   $592 $  714
 Apr. 1, 2001         69 $481   $592 $  759
 Apr. 1, 2006         74 $372   $592 $1,030
 Apr. 1, 2011         79 $288   $592 $1,396
 Apr. 1, 2016         84 $223   $592 $1,893
(1) The corresponding returns before annuity and investment expenses
are: 0%, 5.24%, and 11.85%
 
N.EFIA
45
IF YOU APPLIED 100% OF YOUR PURCHASE PAYMENT TO FIXED ANNUITY INCOME
ON THE DATE OF THIS ILLUSTRATION, THE AMOUNT OF YOUR FIXED ANNUITY
INCOME WOULD BE $   652.64    .
    FIDELITY INCOME ADVANTAGE        
 ANNUITY INCOME GRAPH        
         
         
    Current Expenses: 0.66%    
 "Male, Age 65, Life Only"        Updated 2/26/97
         
  5% Benchmark    3.5% Benchmark 
  First Payment: $681.59     First Payment: $591.16  
         
         
  Net Returns     Net Returns  
 Year -1.65% 5.00% 10.00%  Year -1.65% 3.50% 10.00%
 1 $679  $683  $686   1 $589  $592  $595 
 2 $636  $683  $718   2 $560  $592  $632 
 3 $596  $683  $753   3 $532  $592  $672 
 4 $558  $683  $788   4 $506  $592  $714 
 5 $523  $683  $826   5 $481  $592  $759 
 6 $490  $683  $865   6 $457  $592  $807 
 7 $459  $683  $906   7 $434  $592  $858 
 8 $430  $683  $950   8 $412  $592  $911 
 9 $402  $683  $995   9 $392  $592  $969 
 10 $377  $683  "$1,042 "  10 $372  $592  "$1,030 "
 11 $353  $683  "$1,092 "  11 $354  $592  "$1,094 "
 12 $331  $683  "$1,144 "  12 $336  $592  "$1,163 "
 13 $310  $683  "$1,198 "  13 $319  $592  "$1,236 "
 14 $290  $683  "$1,255 "  14 $303  $592  "$1,314 "
 15 $272  $683  "$1,315 "  15 $288  $592  "$1,396 "
 16 $254  $683  "$1,378 "  16 $274  $592  "$1,484 "
 17 $238  $683  "$1,443 "  17 $260  $592  "$1,577 "
 18 $223  $683  "$1,512 "  18 $247  $592  "$1,676 "
 19 $209  $683  "$1,584 "  19 $235  $592  "$1,781 "
 20 $196  $683  "$1,659 "  20 $223  $592  "$1,893 "    
 
 
$5,000.00 of your annuity income is tax free each year until the total
amount of tax-free income equals the amount of your original
investment.
14.INCOME ADVANTAGE ILLUSTRATION15.
N.EFIA
46
 
ANNUITANT(S):  JOHN DOE      ANNUITY PURCHASE AMOUNT:   $100,000
SEX:           MALE          CONTRACT DATE:             3/1/97
DATE OF BIRTH: 1/1/32        FIRST ANNUITY INCOME DATE: 4/1/97
PURCHASE PAYMENT ALLOCATION: 100% VARIABLE              0% FIXED
ANNUITY INCOME OPTION:       FREQUENCY OF ANNUITY 
SINGLE LIFE ANNUITY          INCOME:                    MONTHLY
PREMIUM TAX FOR NEW YORK:    0%
 
The amount of monthly variable annuity income shown in the table below
and the graph that follows assumes a constant annual investment
return. The amount of variable annuity income you actually receive
will depend on the investment performance of the portfolios you
select. Your variable income can go up or down and no minimum dollar
amount of variable income is guaranteed. The amounts shown are based
on a 5.0% Benchmark Rate of Return.
                         Annual rate of return after all expenses:(1)
 Annuity Income Date Age -1.65% 5%    10%
 Apr. 1, 1997         65   $679 $683 $  686
 Apr. 1, 1998         66   $636 $683 $  718
 Apr. 1, 1999         67   $596 $683 $  753
 Apr. 1, 2000         68   $558 $683 $  788
 Apr. 1, 2001         69   $523 $683 $  826
 Apr. 1, 2006         74   $377 $683 $1,042
 Apr. 1, 2011         79   $272 $683 $1,315
 Apr. 1, 2016         84   $196 $683 $1,659
(1) The corresponding returns before annuity and investment expenses
are: 0%, 6.77%, and 11.85%
 
N.EFIA
47
IF YOU APPLIED 100% OF YOUR PURCHASE PAYMENT TO FIXED ANNUITY INCOME
ON THE DATE OF THIS ILLUSTRATION, THE AMOUNT OF YOUR FIXED ANNUITY
INCOME WOULD BE $   652.64    .
    FIDELITY INCOME ADVANTAGE        
 ANNUITY INCOME GRAPH        
         
         
    Current Expenses: 0.66%    
 "Male, Age 65, Life Only"        Updated 2/26/97
         
  5% Benchmark    3.5% Benchmark 
  First Payment: $681.59     First Payment: $591.16  
         
         
  Net Returns     Net Returns  
 Year -1.65% 5.00% 10.00%  Year -1.65% 3.50% 10.00%
 1 $679  $683  $686   1 $589  $592  $595 
 2 $636  $683  $718   2 $560  $592  $632 
 3 $596  $683  $753   3 $532  $592  $672 
 4 $558  $683  $788   4 $506  $592  $714 
 5 $523  $683  $826   5 $481  $592  $759 
 6 $490  $683  $865   6 $457  $592  $807 
 7 $459  $683  $906   7 $434  $592  $858 
 8 $430  $683  $950   8 $412  $592  $911 
 9 $402  $683  $995   9 $392  $592  $969 
 10 $377  $683  "$1,042 "  10 $372  $592  "$1,030 "
 11 $353  $683  "$1,092 "  11 $354  $592  "$1,094 "
 12 $331  $683  "$1,144 "  12 $336  $592  "$1,163 "
 13 $310  $683  "$1,198 "  13 $319  $592  "$1,236 "
 14 $290  $683  "$1,255 "  14 $303  $592  "$1,314 "
 15 $272  $683  "$1,315 "  15 $288  $592  "$1,396 "
 16 $254  $683  "$1,378 "  16 $274  $592  "$1,484 "
 17 $238  $683  "$1,443 "  17 $260  $592  "$1,577 "
 18 $223  $683  "$1,512 "  18 $247  $592  "$1,676 "
 19 $209  $683  "$1,584 "  19 $235  $592  "$1,781 "
 20 $196  $683  "$1,659 "  20 $223  $592  "$1,893 "    
 
 
$5,000.00 of your annuity income is tax free each year until the total
amount of tax-free income equals the amount of your original
investment.
  
16.TABLE OF CONTENTS OF THE
STATEMENT OF ADDITIONAL INFORMATION
  
Service Agreements  
General Information  
Performance  
Safekeeping of Variable Account Assets  
Distribution of the Contracts  
State Regulation  
Legal Matters  
Registration Statement  
Independent Accountants  
Financial Statements  
INDIVIDUAL RETIREMENT ACCOUNT
DISCLOSURE STATEMENT
1. Internal Revenue Service Regulations require you be given this
Disclosure Statement to make certain that you fully understand the
nature of an Individual Retirement Annuity (IRA). For this reason, it
is important that you read this statement carefully.
REVOCATION
2. You are allowed to revoke or cancel your IRA within thirty (30)
days of the later of (1) the date of the application for the IRA; or
(2) the date you receive the IRA Contract. A revocation treats an IRA
as if it never existed. If you revoke within ten days of receiving the
Contract, EFILI will refund the greater of (1) your Purchase Payment
in full, neither crediting your Contract for earnings, nor charging it
with any administrative expenses; or (2) your Purchase Payment plus
the investment performance of the Money Market Investment Option. If
you revoke later during the Free Look Period, EFILI will refund your
Purchase Payment adjusted for investment performance.
 You may revoke your IRA by mailing or delivering a notice of
revocation to:
  Empire Fidelity Investments Life Insurance Company
 Annuity Service Center
 200 Liberty Street, Tower A
 One World Financial Center
 New York, New York 10281
 A notice of revocation shall be deemed mailed on the date of the
postmark (or if sent by certified or registered mail, the date of
certification or registration) if it is deposited in the mail in the
United States in an envelope, or other appropriate wrapper, first
class postage prepaid, properly addressed.
 Any question regarding this procedure may be directed to a Fidelity
Annuity Specialist at 1-800-544-2442.
CONTRIBUTIONS
3. You may establish an IRA for the purpose of rolling over all or a
portion of certain distributions from a qualified plan, tax sheltered
annuity, individual retirement account or other IRA within 60 days of
receipt of the distribution. The amount of your rollover IRA
contribution will not be included in your taxable income for the year
in which you receive the distribution.
4. Subsequent contributions will not be accepted.
5. No deduction is allowed for a rollover contribution.
INVESTMENTS
6. The assets in your IRA are nonforfeitable.
7. The IRA is not transferable and is established for the exclusive
benefit of you and your designated beneficiary or beneficiaries.
DISTRIBUTIONS
8. Distributions from your IRA generally will be included in your
gross income for federal income tax purposes for the year in which you
receive them.
9. To the extent they are included in taxable income, distributions
from your IRA made before age 59 1/2 will be subject to a 10%
non-deductible penalty tax (in addition to being taxable as ordinary
income) unless the distribution is rolled over to another qualified
plan, tax sheltered annuity or IRA, or the distribution is made on
account of your death or disability, or the distribution is one of a
scheduled series of "substantially equal periodic payments" over your
life (or life expectancy) or the joint lives (or joint life
expectancies) of yourself and the second person designated by you.
10. You must begin receiving distributions of the assets in your IRAs
by April 1 of the calendar year following the calendar year in which
you reach 70 1/2. Subsequent distributions must be made by December 31
of each year.
11. Generally, you may select any of the annuity income options under
the Contract as the method of distribution for the assets of this IRA.
However, if you name a Joint Annuitant who is not your spouse, the
joint and survivor annuity income options from which you may select
may be limited, depending on the difference in ages between you and
the Joint Annuitant. Also, if you name a Joint Annuitant, all
distributions made while you are alive must be made to you.
Furthermore, if you choose a guarantee period, it generally may not be
longer than your life expectancy (or the joint life and last survivor
expectancy of you and the Joint Annuitant, if any).
12. Once distributions are required to begin, they must not be less
than the amount each year (determined by actuarial tables) which would
exhaust the value of all your IRAs over the required distribution
period, which is generally your life expectancy or the joint life and
last survivor expectancy of you and your spouse. You will be subject
to a 50% excise tax on the amount by which the distribution you
actually received in any year falls short of the minimum distribution
required for the year.
13. If you die before your entire interest is distributed, the
remaining interest, if any. will be distributed as follows:
(a) If you die after distribution of your interest has begun, the
remaining portion of such interest will continue to be distributed at
least as rapidly as under the method of distribution being used prior
to your death.
(b) If you die before distributions have begun, the entire remaining
interest must be distributed as follows:
 (1) if there is no Joint Annuitant, by December 31st of the year
containing the fifth anniversary of your death, and usually within
seven days after we receive due proof of your death; or
 (2) if there is a Joint Annuitant, in equal or substantially equal
payments over the life or the life with a period certain not exceeding
the life expectancy of the Joint Annuitant starting by December 31st
of the year following the year of your death.
14. There is a 15% excise tax assessed against annual distributions
from tax-favored retirement plans, including IRAs, which exceed the
greater of (a) $150,000; and (b) $112,500 adjusted after 1988 to
reflect cost-of-living increases. To determine whether you have
distributions in excess of this limit you must aggregate the amounts
of all distributions received by you during the calendar year from all
retirement plans, including IRAs. Please consult with your tax advisor
for more complete information including favorable elections.
15. You may rollover all or a portion of your IRA into another IRA or
individual retirement annuity and maintain the tax-deferred status of
these assets. Tax-free rollovers between IRAs may be made no more than
once every twelve months.
OTHER TAX CONSIDERATIONS
16. Distributions are taxed generally as ordinary income under federal
income tax laws.
17. The tax treatment of single sum distributions under Section 402(d)
of the Code is not applicable to distributions from IRAs.
18. Reporting to the IRS will be required by you in the event that
special taxes or penalties described herein are due. You must file
Treasury Form 5329 with the IRS for each taxable year in which a
premature distribution takes place, excess distributions are made, or
less than the required minimum amount is distributed from your IRA.
The Tax Reform Act of 1986 also requires you to report the amount of
all distributions you received from your IRA and the aggregate balance
of all IRAs as of the end of the calendar year.
PROHIBITED TRANSACTIONS
19. If you or your designated beneficiary borrow any money under, or
by use of, all or a portion of your IRA, then the entire Contract will
lose its IRA classification, and you must include in gross income the
fair market value of the Contract as of the first day of the tax year.
If you are younger than age 59 1/2 at that time, you may have to pay
the 10% penalty tax on premature distributions.
IRS PROCEDURES
20. The form of your IRA has been submitted to the Internal Revenue
Service for approval. Approval by the IRS is a determination only as
to the form of the IRA and does not represent a determination on the
merits of such IRA.
21. You may obtain further information with respect to your IRA from
any district office of the Internal Revenue Service.
FINANCIAL INFORMATION
22. The value of your investment will depend on how you allocate your
Purchase Payment between fixed and variable annuity income. The
portion of your Purchase Payment allocated to fixed annuity income
results in income that is the same from one Annuity Income Date to the
next unless you choose an annuity income option that calls for
decreasing annuity income upon your death or the death of the Joint
Annuitant. The annuity income from the portion of your Purchase
Payment allocated to the Investment Options will depend upon the
actual investment performance of the Investment Options you choose. No
minimum amount of variable annuity income is guaranteed. See your
prospectus for a more detailed description.
23. As further described in the prospectus, the following are all the
charges that EFILI currently makes:
(a) ADMINISTRATIVE CHARGE
 EFILI deducts a daily charge from the assets of the Investment
Options equivalent to an effective annual rate of 0.25%. This charge
is not made against any portion of your Purchase Payment allocated to
the purchase of fixed annuity income.
(b) MORTALITY AND EXPENSE RISK CHARGE
 EFILI deducts a daily charge from the assets of the Investment
Options equivalent to an effective annual rate of 0.75%. This charge
is not made against any portion of your Purchase Payment allocated to
the purchase of fixed annuity income.
(c) PORTFOLIO EXPENSES
 The Portfolios associated with the Investment Options incur operating
expenses and pay monthly management fees to Fidelity Management &
Research Company. The level of expenses varies by Portfolio. These
charges do not apply to any portion of your Purchase Payment allocated
to the purchase of fixed annuity income.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission