SUPPLEMENT TO THE
VARIABLE INSURANCE PRODUCTS FUNDS:
INITIAL CLASS
MONEY MARKET, INVESTMENT GRADE BOND, HIGH INCOME,
ASSET MANAGER, ASSET MANAGER: GROWTH, BALANCED, EQUITY-INCOME, INDEX
500, GROWTH & INCOME, GROWTH OPPORTUNITIES, CONTRAFUND, GROWTH, MID
CAP, AND OVERSEAS PORTFOLIOS
APRIL 30, 1999 PROSPECTUS
SHAREHOLDER MEETING. On or about September 15, 1999, a meeting of the
shareholders of Index 500 Portfolio will be held to approve various
proposals, including approval of the fund's sub-advisory agreement
with BT, approval of a new sub-advisory agreement with BT and approval
of a manager-of-managers arrangement, which, subject to receipt of an
exemptive order from the SEC, would allow FMR, with the approval of
the Board of Trustees, to change sub-advisers and to modify material
terms and conditions of a sub-advisory agreement without a shareholder
vote. Shareholders of record on July 19, 1999 are entitled to vote at
the meeting.
For more detailed information concerning the proposals under
consideration, please contact Fidelity at 1-800-544-8888 to request a
free copy of the proxy statement.
The following information replaces similar information found under
the heading "Average Annual Returns" in the "Performance" section on
page 22.
For the periods ended Past 1 year Past 5 years Past 10 years
December 31, 1998
HIGH INCOME PORTFOLIO - -4.33% 8.80% 11.08%
INITIAL CLASS
Merrill Lynch High Yield 3.66% 9.01% 11.08%
Master Index
Merrill Lynch High Yield 2.95% 9.12% 11.18%
Master II Index
Lipper High Current Yield -0.44% 7.37% 9.34%
Funds Average
The following information supplements the information found under
the heading "Average Annual Returns" in the "Performance" section on
page 24.
Going forward, High Income Portfolio's performance will be compared
to the Merrill Lynch High Yield Master II Index rather than the
Merrill Lynch High Yield Master Index because the Merrill Lynch High
Yield Master II Index contains deferred interest bonds and
payment-in-kind securities and is therefore a better representation of
the high yield bond u niverse.
Merrill Lynch High Yield Master II Index is a market value-weighted
index of all domestic and yankee high-yield bonds, including deferred
interest bonds and payment-in-kind securities. Issues included in the
index have maturities of one year or more and have a credit rating
lower than BBB-/Baa3, but are not in default.
Effective August 2, 1999, the following information replaces similar
information found in the "Fund Management" section on page 45.
David Felman is Vice President and manager of Mid Cap Portfolio. He
also manages other Fidelity funds. Mr. Felman joined Fidelity as an
analyst in 1993.
The following information replaces the 8th paragraph found under the
heading "Fund Management" in the "Fund Services" section on page 44.
(Index 500 Portfolio)
Effective June 4, 1999, Bankers Trust Corporation and all of its
subsidiaries, including BT, merged with and into a subsidiary of
Deutsche Bank AG. At a meeting held on March 18, 1999, the fund's
Board of Trustees approved a new sub-advisory agreement among the
fund, FMR and BT or its successor by merger that became effective June
4, 1999. This agreement will be presented to the fund's shareholders
for approval on September 15, 1999.
